FALSEDecember 312023Q10001287750http://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#CanadianImperialBankOfCommerceMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#ForeignExchangeForwardMemberhttp://www.arescapitalcorp.com/20230331#RoyalBankOfCanadaMemberhttp://fasb.org/us-gaap/2022#AccountingStandardsUpdate202006MemberP1YP1Yhttp://fasb.org/us-gaap/2022#DebtAndEquitySecuritiesRealizedGainLosshttp://fasb.org/us-gaap/2022#DebtAndEquitySecuritiesUnrealizedGainLosshttp://fasb.org/us-gaap/2022#DebtAndEquitySecuritiesRealizedGainLosshttp://fasb.org/us-gaap/2022#DebtAndEquitySecuritiesUnrealizedGainLoss00012877502023-01-012023-03-3100012877502023-04-25xbrli:shares0001287750us-gaap-supplement:InvestmentUnaffiliatedIssuerMember2023-03-31iso4217:USD0001287750us-gaap-supplement:InvestmentUnaffiliatedIssuerMember2022-12-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-03-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-12-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2023-03-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2022-12-3100012877502023-03-3100012877502022-12-31iso4217:USDxbrli:shares0001287750us-gaap-supplement:InvestmentUnaffiliatedIssuerMember2023-01-012023-03-310001287750us-gaap-supplement:InvestmentUnaffiliatedIssuerMember2022-01-012022-03-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2023-01-012023-03-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-01-012022-03-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2023-01-012023-03-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2022-01-012022-03-3100012877502022-01-012022-03-3100012877502U, Inc., First lien senior secured loan2023-03-31utr:Rate0001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, First lien senior secured revolving loan2023-03-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, First lien senior secured loan 12023-03-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, First lien senior secured loan 22023-03-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, Senior subordinated loan 12023-03-31xbrli:pure0001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, Senior subordinated loan 22023-03-310001287750arcc:AffiniPayMidcoLLCAndAffiniPayIntermediateHoldingsLLCMember2023-03-310001287750Anaplan, Inc., First lien senior secured loan2023-03-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua, First lien senior secured revolving loan2023-03-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua, First lien senior secured loan 12023-03-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua, First lien senior secured loan 22023-03-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua, Limited partnership units2023-03-310001287750arcc:AnaquaParentHoldingsIncAstorgVIICoInvestAnaquaMember2023-03-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC, First lien senior secured loan2023-03-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC, Class A membership units2023-03-310001287750arcc:APGIntermediateHoldingsCorporationAndAPGHoldingsLLCMember2023-03-310001287750Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc., First lien senior secured loan2023-03-310001287750Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc., Series A preferred shares2023-03-310001287750arcc:ApprissHealthLLCAndApprissHealthIntermediateHoldingsIncMember2023-03-310001287750Apptio, Inc., First lien senior secured revolving loan2023-03-310001287750Apptio, Inc., First lien senior secured loan2023-03-310001287750arcc:ApptioIncMember2023-03-310001287750Auctane, Inc. (fka Stamps.com Inc.), First lien senior secured loan2023-03-310001287750Avalara, Inc., First lien senior secured loan2023-03-310001287750Avetta, LLC, First lien senior secured loan2023-03-310001287750AxiomSL Group, Inc. and Calypso Group, Inc., First lien senior secured loan2023-03-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, First lien senior secured revolving loan2023-03-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, First lien senior secured loan 12023-03-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, First lien senior secured loan 22023-03-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, Preferred units2023-03-310001287750arcc:BanyanSoftwareHoldingsLLCAndBanyanSoftwareLPMember2023-03-310001287750Borrower R365 Holdings LLC, First lien senior secured loan 12023-03-310001287750Borrower R365 Holdings LLC, First lien senior secured loan 22023-03-310001287750arcc:BorrowerR365HoldingsLLCMember2023-03-310001287750Bottomline Technologies, Inc. and Legal Spend Holdings, LLC, First lien senior secured loan2023-03-310001287750Businessolver.com, Inc., First lien senior secured loan2023-03-310001287750CallMiner, Inc., Warrant to purchase up to 2,350,636 shares of Series 1 preferred stock2023-03-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Second lien senior secured loan2023-03-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Series A preferred shares2023-03-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Series A-2 preferred shares2023-03-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Series A-3 preferred shares2023-03-310001287750arcc:CardinalParentIncAndPackersSoftwareIntermediateHoldingsIncMember2023-03-310001287750Community Brands ParentCo, LLC, First lien senior secured loan2023-03-310001287750Community Brands ParentCo, LLC, Class A units2023-03-310001287750arcc:CommunityBrandsParentCoLLCMember2023-03-310001287750Computer Services, Inc., First lien senior secured loan2023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured revolving loan2023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured revolving loan 22023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured loan 12023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured loan 22023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured loan 32023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., Common units2023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., Series A common units2023-03-310001287750arcc:ConsilioMidcoLimitedCompusoftUSLLCAndConsilioInvestmentHoldingsLPMember2023-03-310001287750CoreLogic, Inc. and T-VIII Celestial Co-Invest LP, Second lien senior secured loan2023-03-310001287750CoreLogic, Inc. and T-VIII Celestial Co-Invest LP, Limited partnership units2023-03-310001287750arcc:CoreLogicIncAndTVIIICelestialCoInvestLPMember2023-03-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan2023-03-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan 22023-03-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan 32023-03-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan 42023-03-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., Preferred equity2023-03-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., Common equity2023-03-310001287750arcc:CoritySoftwareIncCoritySoftwareUSAIncAndCorityParentIncMember2023-03-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., Second lien senior secured loan2023-03-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., Series A preferred shares2023-03-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., Class A-1 common stock2023-03-310001287750arcc:CornerstoneOnDemandIncAndSunshineSoftwareHoldingsIncMember2023-03-310001287750Coupa Holdings, LLC and Coupa Software Incorporated, First lien senior secured loan2023-03-310001287750Datix Bidco Limited, First lien senior secured loan2023-03-310001287750Datix Bidco Limited, Second lien senior secured loan2023-03-310001287750arcc:DatixBidcoLimitedMember2023-03-310001287750Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P., Second lien senior secured loan2023-03-310001287750Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P., Series A preferred shares2023-03-310001287750Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P., Series A units2023-03-310001287750arcc:DcertBuyerIncDCertPreferredHoldingsIncAndDestinyDigitalHoldingsLPMember2023-03-310001287750Denali Holdco LLC and Denali Apexco LP, First lien senior secured revolving loan2023-03-310001287750Denali Holdco LLC and Denali Apexco LP, First lien senior secured revolving loan 22023-03-310001287750Denali Holdco LLC and Denali Apexco LP, First lien senior secured loan2023-03-310001287750Denali Holdco LLC and Denali Apexco LP, First lien senior secured loan 22023-03-310001287750Denali Holdco LLC and Denali Apexco LP, Class A units2023-03-310001287750arcc:DenaliHoldcoLLCAndDenaliApexcoLPMember2023-03-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured revolving loan2023-03-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 12023-03-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 22023-03-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 32023-03-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 42023-03-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., Preferred stock2023-03-310001287750arcc:DiligentCorporationAndDiligentPreferredIssuerIncMember2023-03-310001287750Drilling Info Holdings, Inc. and Titan DI Preferred Holdings, Inc., Second lien senior secured loan2023-03-310001287750Drilling Info Holdings, Inc. and Titan DI Preferred Holdings, Inc., Preferred stock2023-03-310001287750arcc:DrillingInfoHoldingsIncAndTitanDIPreferredHoldingsIncMember2023-03-310001287750DS Admiral Bidco, LLC, First lien senior secured loan2023-03-310001287750Dye & Durham Corporation, First lien senior secured revolving loan2023-03-310001287750Dye & Durham Corporation, First lien senior secured loan2023-03-310001287750arcc:DyeDurhamCorporationMember2023-03-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured loan 12023-03-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured loan 22023-03-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured loan 32023-03-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc, Preferred equity2023-03-310001287750arcc:ElemicaParentIncEZElemicaHoldingsIncMember2023-03-310001287750EP Purchaser, LLC and TPG VIII EP Co-Invest II, L.P., Second lien senior secured loan2023-03-310001287750EP Purchaser, LLC and TPG VIII EP Co-Invest II, L.P., Partnership units2023-03-310001287750arcc:EPPurchaserLLCAndTPGVIIIEPCoInvestIILPMember2023-03-310001287750EpiServer Inc. and Episerver Sweden Holdings AB, First lien senior secured loan 12023-03-310001287750EpiServer Inc. and Episerver Sweden Holdings AB, First lien senior secured loan 22023-03-310001287750EpiServer Inc. and Episerver Sweden Holdings AB, First lien senior secured loan 32023-03-310001287750arcc:EpiServerIncAndEpiserverSwedenHoldingsABMember2023-03-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT, Second lien senior secured loan 12023-03-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT, Second lien senior secured loan 22023-03-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT, Limited partnership interest2023-03-310001287750arcc:EResearchTechnologyIncAndAstorgVIICoInvestERTMember2023-03-310001287750ESHA Research, LLC and RMCF VI CIV XLVIII, L.P., First lien senior secured loan2023-03-310001287750ESHA Research, LLC and RMCF VI CIV XLVIII, L.P., Limited partner interests2023-03-310001287750arcc:ESHAResearchLLCAndRMCFVICIVXLVIIILPMember2023-03-310001287750Extrahop Networks, Inc., First lien senior secured loan2023-03-310001287750Extrahop Networks, Inc., First lien senior secured loan 22023-03-310001287750Extrahop Networks, Inc., First lien senior secured loan 32023-03-310001287750arcc:ExtraHopNetworksIncMember2023-03-310001287750First Insight, Inc., Warrant to purchase shares of Series C preferred stock2023-03-310001287750FM:Systems Group, LLC, First lien senior secured loan 12023-03-310001287750FM:Systems Group, LLC, First lien senior secured loan 22023-03-310001287750arcc:FMSystemsGroupLLCMember2023-03-310001287750Forescout Technologies, Inc., First lien senior secured revolving loan2023-03-310001287750Forescout Technologies, Inc., First lien senior secured loan 12023-03-310001287750Forescout Technologies, Inc., First lien senior secured loan 22023-03-310001287750arcc:ForescoutTechnologiesIncMember2023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., First lien senior secured revolving loan2023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., First lien senior secured loan 12023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., First lien senior secured loan 22023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Second lien senior secured loan 12023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Second lien senior secured loan 22023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Second lien senior secured loan 32023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Class A common stock2023-03-310001287750arcc:GenesisAcquisitionCoAndGenesisUltimateHoldingCoMember2023-03-310001287750GI Ranger Intermediate LLC, First lien senior secured revolving loan2023-03-310001287750GI Ranger Intermediate LLC, First lien senior secured loan 12023-03-310001287750GI Ranger Intermediate LLC, First lien senior secured loan 22023-03-310001287750arcc:GIRangerIntermediateLLCMember2023-03-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 12023-03-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 22023-03-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 32023-03-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 42023-03-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, Senior subordinated loan2023-03-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, Preferred units2023-03-310001287750arcc:GraphPADSoftwareLLCInsightfulScienceIntermediateILLCAndInsightfulScienceHoldingsLLCMember2023-03-310001287750GSV PracticeTek Holdings, LLC, Class A units2023-03-310001287750Heavy Construction Systems Specialists, LLC, First lien senior secured loan2023-03-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, First lien senior secured revolving loan2023-03-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, First lien senior secured loan2023-03-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, Senior subordinated loan2023-03-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, Common units2023-03-310001287750arcc:HuskiesParentIncGIInsurityParentLLCAndGIInsurityTopcoLPMember2023-03-310001287750Imprivata, Inc., Second lien senior secured loan2023-03-310001287750Inmar, Inc., Second lien senior secured loan2023-03-310001287750IQN Holding Corp., First lien senior secured loan 12023-03-310001287750IV Rollover Holdings, LLC, Class B units2023-03-310001287750IV Rollover Holdings, LLC, Class X units2023-03-310001287750arcc:IVRolloverHoldingsLLCMember2023-03-310001287750Kaseya Inc. and Knockout Intermediate Holdings I Inc., First lien senior secured revolving loan2023-03-310001287750Kaseya Inc. and Knockout Intermediate Holdings I Inc., First lien senior secured loan2023-03-310001287750Kaseya Inc. and Knockout Intermediate Holdings I Inc., Perpetual preferred stock2023-03-310001287750arcc:KaseyaIncAndKnockoutIntermediateHoldingsIIncMember2023-03-310001287750LeanTaas Holdings, Inc., First lien senior secured loan2023-03-310001287750Majesco and Magic Topco, L.P., First lien senior secured loan2023-03-310001287750Majesco and Magic Topco, L.P., Class A units2023-03-310001287750Majesco and Magic Topco, L.P., Class B units2023-03-310001287750arcc:MajescoAndMagicTopcoLPMember2023-03-310001287750Mimecast Borrowerco, Inc. and Magnesium Co-Invest SCSp, First lien senior secured loan 12023-03-310001287750Mimecast Borrowerco, Inc. and Magnesium Co-Invest SCSp, First lien senior secured loan 22023-03-310001287750Mimecast Borrowerco, Inc. and Magnesium Co-Invest SCSp, Limited partnership interest2023-03-310001287750arcc:MimecastBorrowercoIncAndMagnesiumCoInvestSCSpMember2023-03-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P., First lien senior secured revolving loan2023-03-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P., First lien senior secured loan2023-03-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P., Limited partner interests2023-03-310001287750arcc:MinistryBrandsHoldingsLLCAndRCPMBInvestmentsBLPMember2023-03-310001287750Mitchell International, Inc., Second lien senior secured loan2023-03-310001287750Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC, First lien senior secured loan2023-03-310001287750Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC, Class A units2023-03-310001287750arcc:MoonrakerAcquisitionCoLLCAndMoonrakerHoldCoLLCMember2023-03-310001287750MRI Software LLC, First lien senior secured loan 12023-03-310001287750MRI Software LLC, First lien senior secured loan 22023-03-310001287750arcc:MRISoftwareLLCMember2023-03-310001287750n2y Holding, LLC, First lien senior secured revolving loan2023-03-310001287750OpenMarket Inc., First lien senior secured loan2023-03-310001287750PDDS Holdco, Inc., First lien senior secured loan2023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, First lien senior secured revolving loan2023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, First lien senior secured loan2023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 12023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 22023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 32023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 42023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Series A preferred stock2023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Class A units2023-03-310001287750arcc:PDITAHoldingsIncPeachtreeParentIncAndInsightPDIHoldingsLLCMember2023-03-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, First lien senior secured revolving2023-03-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, First lien senior secured loan 12023-03-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, First lien senior secured loan 22023-03-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, First lien senior secured loan 32023-03-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, Class A units2023-03-310001287750arcc:PegasusGlobalEnterpriseHoldingsLLCMekoneBlockerAcquisitionIncAndMekoneParentLLCMember2023-03-310001287750Petvisor Holdings, LLC, First lien senior secured loan2023-03-310001287750Ping Identity Holding Corp., First lien senior secured loan2023-03-310001287750Pluralsight, Inc., First lien senior secured revolving loan2023-03-310001287750Pluralsight, Inc., First lien senior secured loan2023-03-310001287750arcc:PluralsightIncMember2023-03-310001287750Poplicus Incorporated, Warrant to purchase shares of Series C preferred stock2023-03-310001287750Poplicus Incorporated, Warrant to purchase up to 2,402,991 shares of Series C preferred stock2023-03-310001287750ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P., First lien senior secured loan2023-03-310001287750ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P., Limited partnership units2023-03-310001287750arcc:ProfitSolvPurchaserIncAndPSCoInvestLPMember2023-03-310001287750Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc., First lien senior secured loan2023-03-310001287750Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc., Class A common stock2023-03-310001287750Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc., Class B common stock2023-03-310001287750arcc:ProjectAlphaIntermediateHoldingIncAndQlikParentIncMember2023-03-310001287750Project Essential Bidco, Inc. and Project Essential Super Parent, Inc., First lien senior secured loan2023-03-310001287750Project Essential Bidco, Inc. and Project Essential Super Parent, Inc., Preferred shares2023-03-310001287750arcc:ProjectEssentialBidcoIncAndProjectEssentialSuperParentIncMember2023-03-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured revolving loan2023-03-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured loan 12023-03-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured loan 22023-03-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured loan 32023-03-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., Class B units2023-03-310001287750arcc:ProjectPotterBuyerLLCAndProjectPotterParentLPMember2023-03-310001287750Proofpoint, Inc., First lien senior secured loan2023-03-310001287750Proofpoint, Inc., Second lien senior secured loan2023-03-310001287750arcc:ProofpointIncMember2023-03-310001287750QF Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750QF Holdings, Inc., First lien senior secured loan 12023-03-310001287750QF Holdings, Inc., First lien senior secured loan 22023-03-310001287750QF Holdings, Inc., First lien senior secured loan 32023-03-310001287750arcc:QFHoldingsIncMember2023-03-310001287750Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC, First lien senior secured loan2023-03-310001287750Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC, Class A common units2023-03-310001287750arcc:RaptorTechnologiesLLCSycamoreBidcoLTDAndRocketParentLLCMember2023-03-310001287750RealPage, Inc., Second lien senior secured loan2023-03-310001287750Regent Education, Inc., Warrant to purchase up to 5,393,194 shares of common stock2023-03-310001287750Regent Education, Inc., Warrant to purchase up to 987 shares of common stock2023-03-310001287750arcc:RegentEducationIncMember2023-03-310001287750Relativity ODA LLC, First lien senior secured loan2023-03-310001287750Revalize, Inc., First lien senior secured loan 12023-03-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc., First lien senior secured loan2023-03-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc., First lien senior secured loan 22023-03-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc., Class A common stock2023-03-310001287750arcc:RMSHoldcoIILLCRMSGroupHoldingsIncMember2023-03-310001287750Smarsh Inc. and Skywalker TopCo, LLC, First lien senior secured revolving loan2023-03-310001287750Smarsh Inc. and Skywalker TopCo, LLC, First lien senior secured loan2023-03-310001287750Smarsh Inc. and Skywalker TopCo, LLC, Common units2023-03-310001287750arcc:SmarshIncAndSkywalkerTopCoLLCMember2023-03-310001287750SocialFlow, Inc., Warrant to purchase shares of Series C preferred stock2023-03-310001287750Sophia, L.P., Second lien senior secured loan2023-03-310001287750SoundCloud Limited, Common stock2023-03-310001287750Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp, First lien senior secured loan2023-03-310001287750Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp, Limited partner interests2023-03-310001287750arcc:SpiritRRHoldingsIncAndWinterfellCoInvestSCSpMember2023-03-310001287750Storable, Inc. and EQT IX Co-Investment (E) SCSP, Second lien senior secured loan2023-03-310001287750Storable, Inc. and EQT IX Co-Investment (E) SCSP, Second lien senior secured loan 22023-03-310001287750Storable, Inc. and EQT IX Co-Investment (E) SCSP, Limited partnership interests2023-03-310001287750arcc:StorableIncAndEQTIXCoInvestmentESCSPMember2023-03-310001287750Sundance Group Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750Sundance Group Holdings, Inc., First lien senior secured loan 12023-03-310001287750Sundance Group Holdings, Inc., First lien senior secured loan 22023-03-310001287750arcc:SundanceGroupHoldingsIncMember2023-03-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C., First lien senior secured revolving loan2023-03-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C., First lien senior secured loan2023-03-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C., Class A-2 units2023-03-310001287750arcc:TamarackIntermediateLLCAndTamarackParentLLCMember2023-03-310001287750TCP Hawker Intermediate LLC, First lien senior secured revolving loan2023-03-310001287750TCP Hawker Intermediate LLC, First lien senior secured loan 2023-03-310001287750TCP Hawker Intermediate LLC, First lien senior secured loan 22023-03-310001287750arcc:TCPHawkerIntermediateLLCMember2023-03-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., First lien secured notes2023-03-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., First lien senior secured loan2023-03-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., Second lien senior secured loan2023-03-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., Series A preferred stock2023-03-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., Limited partnership interests2023-03-310001287750arcc:TibCoSoftwareIncPicardParentIncPicardMidCoIncPicardHoldCoLLCAndElliottAltoCoInvestorAggregatorLPMember2023-03-310001287750UKG Inc. and H&F Unite Partners, L.P., First lien senior secured revolving loan2023-03-310001287750UKG Inc. and H&F Unite Partners, L.P., Limited partnership interests2023-03-310001287750arcc:UKGIncAndHFUnitePartnersLPMember2023-03-310001287750UserZoom Technologies, Inc., First lien senior secured loan2023-03-310001287750WebPT, Inc., First lien senior secured revolving loan2023-03-310001287750WebPT, Inc., First lien senior secured loan2023-03-310001287750arcc:WebPTIncMember2023-03-310001287750Wellness AcquisitionCo, Inc., First lien senior secured loan2023-03-310001287750WorkWave Intermediate II, LLC, First lien senior secured loan 12023-03-310001287750WorkWave Intermediate II, LLC, First lien senior secured loan 22023-03-310001287750arcc:WorkWaveIntermediateIILLCMember2023-03-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP, First lien senior secured loan2023-03-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP, Series A preferred stock2023-03-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP, Class A common units2023-03-310001287750arcc:ZenDeskIncZoroTopCoIncAndZoroTopCoLPMember2023-03-310001287750arcc:SoftwareAndServicesMember2023-03-310001287750AQ Sage Buyer, LLC, First lien senior secured loan2023-03-310001287750BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC, First lien senior secured loan2023-03-310001287750BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC, Senior subordinated loan2023-03-310001287750BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC, Common units2023-03-310001287750arcc:BCCBlueprintHoldingsILLCAndBCCBlueprintInvestmentsLLCMember2023-03-310001287750Beacon Pointe Harmony, LLC, First lien senior secured loan2023-03-310001287750Convera International Holdings Limited and Convera International Financial S.A R.L., First lien senior secured loan2023-03-310001287750CrossCountry Mortgage, LLC, First lien senior secured loan2023-03-310001287750DFC Global Facility Borrower III LLC, First lien senior secured revolving loan2023-03-310001287750eCapital Finance Corp., Senior subordinated loan 12023-03-310001287750eCapital Finance Corp., Senior subordinated loan 22023-03-310001287750eCapital Finance Corp., Senior subordinated loan 32023-03-310001287750eCapital Finance Corp., Senior subordinated loan 42023-03-310001287750arcc:ECapitalFinanceCorpMember2023-03-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 12023-03-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 22023-03-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 32023-03-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 42023-03-310001287750arcc:EPWealthAdvisorsLLCMember2023-03-310001287750HighTower Holding, LLC, Senior subordinated loan2023-03-310001287750Ivy Hill Asset Management, L.P., Senior subordinated loan2023-03-310001287750Ivy Hill Asset Management, L.P., Member interest2023-03-310001287750arcc:IvyHillAssetManagementLPMember2023-03-310001287750Lido Advisors, LLC, First lien senior secured revolving loan2023-03-310001287750LS DE LLC and LM LSQ Investors LLC, Senior subordinated loan 12023-03-310001287750LS DE LLC and LM LSQ Investors LLC, Senior subordinated loan 22023-03-310001287750LS DE LLC and LM LSQ Investors LLC, Membership units2023-03-310001287750arcc:LSDELLCAndLMLSQInvestorsLLCMember2023-03-310001287750Monica Holdco (US) Inc., First lien senior secured revolving loan2023-03-310001287750Monica Holdco (US) Inc., First lien senior secured loan2023-03-310001287750arcc:MonicaHoldcoUSIncMember2023-03-310001287750Petrus Buyer, Inc., First lien senior secured loan2023-03-310001287750Priority Holdings, LLC and Priority Technology Holdings, Inc., First lien senior secured loan2023-03-310001287750Priority Holdings, LLC and Priority Technology Holdings, Inc., Senior preferred stock2023-03-310001287750Priority Holdings, LLC and Priority Technology Holdings, Inc., Warrant to purchase up to 527,226 units of common stock2023-03-310001287750arcc:PriorityHoldingsLLCAndPriorityTechnologyHoldingsIncMember2023-03-310001287750Rialto Management Group, LLC, First lien senior secured revolving loan2023-03-310001287750Rialto Management Group, LLC, First lien senior secured loan 12023-03-310001287750Rialto Management Group, LLC, First lien senior secured loan 22023-03-310001287750Rialto Management Group, LLC, First lien senior secured loan 32023-03-310001287750arcc:RialtoManagementGroupLLCMember2023-03-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 12023-03-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 22023-03-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 32023-03-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 42023-03-310001287750arcc:TAWEGHoldingsLLCMember2023-03-310001287750The Edelman Financial Center, LLC, First lien senior secured loan2023-03-310001287750The Edelman Financial Center, LLC, Second lien senior secured loan2023-03-310001287750arcc:TheEdelmanFinancialCenterLLCMember2023-03-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, First lien senior secured loan2023-03-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, Senior subordinated loan2023-03-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, Series A preferred units2023-03-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, Common units2023-03-310001287750arcc:TheMatherGroupLLCTVGTMGTopcoIncAndTVGTMGHoldingsLLCMember2023-03-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, First lien senior secured loan2023-03-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class A units2023-03-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class A units 22023-03-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class B units2023-03-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class B units 22023-03-310001287750arcc:TheUltimusGroupMidcoLLCTheUltimusGroupLLCAndTheUltimusGroupAggregatorLPMember2023-03-310001287750Waverly Advisors, LLC, First lien senior secured loan2023-03-310001287750us-gaap:FinancialServicesSectorMember2023-03-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC, First lien senior secured revolving loan 12023-03-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC, First lien senior secured loan2023-03-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC, Class A common units2023-03-310001287750arcc:AbsoluteDentalGroupLLCAndAbsoluteDentalEquityLLCMember2023-03-310001287750ADG, LLC and RC IV GEDC Investor LLC, First lien senior secured revolving loan2023-03-310001287750ADG, LLC and RC IV GEDC Investor LLC, First lien senior secured loan2023-03-310001287750ADG, LLC and RC IV GEDC Investor LLC, Second lien senior secured loan2023-03-310001287750ADG, LLC and RC IV GEDC Investor LLC, Membership units2023-03-310001287750arcc:ADGLLCAndRCIVGEDCInvestorLLCMember2023-03-310001287750Advarra Holdings, Inc., First lien senior secured loan2023-03-310001287750AHR Funding Holdings, Inc. and AHR Parent Holdings, LP, Series A preferred shares2023-03-310001287750AHR Funding Holdings, Inc. and AHR Parent Holdings, LP, Preferred units2023-03-310001287750AHR Funding Holdings, Inc. and AHR Parent Holdings, LP, Class B common units2023-03-310001287750arcc:AHRFundingHoldingsIncAndAHRParentHoldingsLPMember2023-03-310001287750AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP, Series A preferred stock2023-03-310001287750AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP, Class A Units2023-03-310001287750arcc:AthenaHealthGroupIncMinervaHoldcoIncAndBCPECoInvestALPMember2023-03-310001287750BAART Programs, Inc., MedMark Services, Inc., and Canadian Addiction Treatment Centres LP, First lien senior secured loan2023-03-310001287750Bambino Group Holdings, LLC, Class A preferred units2023-03-310001287750CCS-CMGC Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750CCS-CMGC Holdings, Inc., First lien senior secured loan2023-03-310001287750arcc:CCSCMGCHoldingsIncMember2023-03-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured revolving loan2023-03-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured revolving loan 22023-03-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured loan 12023-03-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured loan 22023-03-310001287750arcc:CenterForAutismAndRelatedDisordersLLCMember2023-03-310001287750Color Intermediate, LLC First lien senior secured loan2023-03-310001287750Comprehensive EyeCare Partners, LLC, First lien senior secured revolving loan2023-03-310001287750Comprehensive EyeCare Partners, LLC, First lien senior secured loan2023-03-310001287750arcc:ComprehensiveEyeCarePartnersLLCMember2023-03-310001287750Convey Health Solutions, Inc., First lien senior secured loan 12023-03-310001287750Convey Health Solutions, Inc., First lien senior secured loan 22023-03-310001287750Convey Health Solutions, Inc., First lien senior secured loan 32023-03-310001287750arcc:ConveyHealthSolutionsIncMember2023-03-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC, First lien senior secured loan2023-03-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC, Class A shares2023-03-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC, Common units2023-03-310001287750arcc:CrownCTParentIncCrownCTHoldCoIncAndCrownCTManagementLLCMember2023-03-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 12023-03-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 22023-03-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 32023-03-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 42023-03-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, Common stock2023-03-310001287750arcc:CVPHoldcoIncAndOMERSWildcatsInvestmentHoldingsLLCMember2023-03-310001287750Ensemble RCM, LLC, First lien senior secured loan2023-03-310001287750Evolent Health LLC and Evolent Health, Inc., First lien senior secured loan2023-03-310001287750Evolent Health LLC and Evolent Health, Inc., First lien senior secured loan 22023-03-310001287750Evolent Health LLC and Evolent Health, Inc., Series A preferred shares2023-03-310001287750arcc:EvolentHealthLLCAndEvolentHealthIncMember2023-03-310001287750GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC, Second lien senior secured loan2023-03-310001287750GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC, Class A units2023-03-310001287750arcc:GHXUltimateParentCorporationCommerceParentIncAndCommerceTopcoLLCMember2023-03-310001287750Global Medical Response, Inc. and GMR Buyer Corp., First lien senior secured loan 12023-03-310001287750Global Medical Response, Inc. and GMR Buyer Corp., First lien senior secured loan 22023-03-310001287750Global Medical Response, Inc. and GMR Buyer Corp., Second lien senior secured loan2023-03-310001287750Global Medical Response, Inc. and GMR Buyer Corp., Warrant to purchase up to 115,733 units of common stock2023-03-310001287750Global Medical Response, Inc. and GMR Buyer Corp., Warrant to purchase up to 1,926.57 units of common stock2023-03-310001287750arcc:GlobalMedicalResponseIncAndGMRBuyerCorpMember2023-03-310001287750Hanger, Inc, First lien senior secured loan 12023-03-310001287750Hanger, Inc, First lien senior secured loan 22023-03-310001287750arcc:HangerIncMember2023-03-310001287750HealthEdge Software, Inc., First lien senior secured revolving loan2023-03-310001287750HealthEdge Software, Inc., First lien senior secured loan2023-03-310001287750HealthEdge Software, Inc., First lien senior secured loan 22023-03-310001287750arcc:HealthEdgeSoftwareIncMember2023-03-310001287750Honor Technology, Inc., First lien senior secured loan2023-03-310001287750Honor Technology, Inc., Warrant to purchase up to 133,333 units of Series D-2 preferred stock2023-03-310001287750arcc:HonorTechnologyIncMember2023-03-310001287750JDC Healthcare Management, LLC, First lien senior secured revolving loan2023-03-310001287750JDC Healthcare Management, LLC, First lien senior secured loan2023-03-310001287750arcc:JDCHealthcareManagementLLCMember2023-03-310001287750KBHS Acquisition, LLC (d/b/a Alita Care, LLC), First lien senior secured revolving loan2023-03-310001287750KBHS Acquisition, LLC (d/b/a Alita Care, LLC), First lien senior secured revolving loan 22023-03-310001287750arcc:KBHSAcquisitionLLCDbaAlitaCareLLCMember2023-03-310001287750Lifescan Global Corporation, First lien senior secured loan2023-03-310001287750Lifescan Global Corporation, Second lien senior secured loan2023-03-310001287750arcc:LifescanGlobalCorporationMember2023-03-310001287750Medline Borrower, LP, First lien senior secured revolving loan2023-03-310001287750Napa Management Services Corporation and ASP NAPA Holdings, LLC, Senior preferred units2023-03-310001287750Napa Management Services Corporation and ASP NAPA Holdings, LLC, Preferred units2023-03-310001287750Napa Management Services Corporation and ASP NAPA Holdings, LLC, Class A units2023-03-310001287750arcc:NapaManagementServicesCorporationAndASPNAPAHoldingsLLCMember2023-03-310001287750NMN Holdings III Corp. and NMN Holdings LP, First lien senior secured revolving loan2023-03-310001287750NMN Holdings III Corp. and NMN Holdings LP, Partnership units2023-03-310001287750arcc:NMNHoldingsIIICorpAndNMNHoldingsLPMember2023-03-310001287750NSPC Intermediate Corp. and NSPC Holdings, LLC, Common units2023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, First lien senior secured loan2023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, First lien senior secured loan 22023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Preferred stock2023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Preferred units2023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Common units2023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Class A common units2023-03-310001287750arcc:OlympiaAcquisitionIncAndOlympiaTopCoLPMember2023-03-310001287750OMH-HealthEdge Holdings, LLC, First lien senior secured loan2023-03-310001287750OMH-HealthEdge Holdings, LLC, First lien senior secured loan 22023-03-310001287750OMH-HealthEdge Holdings, LLC, First lien senior secured loan 32023-03-310001287750OMH-HealthEdge Holdings, LLC, First lien senior secured loan 42023-03-310001287750arcc:OMHHealthEdgeHoldingsLLCMember2023-03-310001287750Pathway Vet Alliance LLC and Jedi Group Holdings LLC, Second lien senior secured loan2023-03-310001287750Pathway Vet Alliance LLC and Jedi Group Holdings LLC, Class R common units2023-03-310001287750arcc:PathwayVetAllianceLLCAndJediGroupHoldingsLLCMember2023-03-310001287750PetVet Care Centers, LLC, First lien senior secured loan2023-03-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, First lien senior secured revolving loan2023-03-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, First lien senior secured loan2023-03-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, Second lien senior secured loan2023-03-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, Class A units2023-03-310001287750arcc:PremiseHealthHoldingCorpAndOMERSBluejayInvestmentHoldingsLPMember2023-03-310001287750Project Ruby Ultimate Parent Corp., Second lien senior secured loan2023-03-310001287750RTI Surgical, Inc. and Pioneer Surgical Technology, Inc., First lien senior secured revolving loan2023-03-310001287750RTI Surgical, Inc. and Pioneer Surgical Technology, Inc., First lien senior secured loan2023-03-310001287750arcc:RTISurgicalIncAndPioneerSurgicalTechnologyIncMember2023-03-310001287750SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC, First lien senior secured loan2023-03-310001287750SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC, Common units2023-03-310001287750arcc:SiroMedPhysicianServicesIncAndSiroMedEquityHoldingsLLCMember2023-03-310001287750SM Wellness Holdings, Inc. and SM Holdco, Inc., Series D units2023-03-310001287750SM Wellness Holdings, Inc. and SM Holdco, Inc., Series A units2023-03-310001287750SM Wellness Holdings, Inc. and SM Holdco, Inc., Series B units2023-03-310001287750arcc:SMWellnessHoldingsIncAndSMHoldcoIncMember2023-03-310001287750SOC Telemed, Inc. and PSC Spark Holdings, LP, First lien senior secured loan 12023-03-310001287750SOC Telemed, Inc. and PSC Spark Holdings, LP, Class A-2 units2023-03-310001287750SOC Telemed, Inc. and PSC Spark Holdings, LP, Warrant to purchase units of common stock2023-03-310001287750arcc:SOCTelemedIncAndPSCSparkHoldingsLPMember2023-03-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., First lien senior secured loan2023-03-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Second lien senior secured loan2023-03-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Series C-1 preferred shares2023-03-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Series C-2 preferred shares2023-03-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Series C-3 preferred shares2023-03-310001287750arcc:SymplrSoftwareIncAndSymplrSoftwareIntermediateHoldingsIncMember2023-03-310001287750Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC, First lien senior secured loan2023-03-310001287750Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC, Common units2023-03-310001287750arcc:SynergyHomeCareFranchisingLLCAndNPSynergyHoldingsLLCMember2023-03-310001287750Tempus Labs, Inc., First lien senior secured loan2023-03-310001287750Therapy Brands Holdings LLC, Second lien senior secured loan2023-03-310001287750Touchstone Acquisition, Inc. and Touchstone Holding, L.P., Class A preferred units2023-03-310001287750U.S. Anesthesia Partners, Inc. & U.S. Anesthesia Partners Holdings, Inc., Second lien senior secured loan2023-03-310001287750U.S. Anesthesia Partners, Inc. & U.S. Anesthesia Partners Holdings, Inc., Common stock2023-03-310001287750arcc:USAnesthesiaPartnersIncUSAnesthesiaPartnersHoldingsIncMember2023-03-310001287750United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP, First lien senior secured loan2023-03-310001287750United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP, Class A Interests2023-03-310001287750arcc:UnitedDigestiveMSOParentLLCAndKolnCoInvestUnblockedLPMember2023-03-310001287750Viant Medical Holdings, Inc., First lien senior secured loan2023-03-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., First lien senior secured revolving loan2023-03-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., First lien senior secured loan 12023-03-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., First lien senior secured loan 22023-03-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., Class A-2 units2023-03-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., Class A-2 units 22023-03-310001287750arcc:VPPIntermediateHoldingsLLCAndVPPGroupHoldingsLPMember2023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured revolving loan2023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 12023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 22023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 32023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 42023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 52023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 62023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 72023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, Common units2023-03-310001287750arcc:WSHPFCAcquisitionLLCMember2023-03-310001287750us-gaap:HealthcareSectorMember2023-03-310001287750Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC, First lien senior secured revolving loan2023-03-310001287750Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC, Class A common units2023-03-310001287750arcc:AccommodationsPlusTechnologiesLLCAndAccommodationsPlusTechnologiesHoldingsLLCMember2023-03-310001287750Aero Operating LLC, First lien senior secured loan2023-03-310001287750Aero Operating LLC, First lien senior secured loan 22023-03-310001287750arcc:AeroOperatingLLCMember2023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, First lien senior secured revolving loan2023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, First lien senior secured loan2023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, First lien senior secured loan 22023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Second lien senior secured loan2023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Second lien senior secured loan 22023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Second lien senior secured loan 32023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Common units2023-03-310001287750arcc:AIFireBuyerIncAndAIFireParentLLCMember2023-03-310001287750Applied Technical Services, LLC, First lien senior secured revolving loan2023-03-310001287750Applied Technical Services, LLC, First lien senior secured loan2023-03-310001287750arcc:AppliedTechnicalServicesLLCMember2023-03-310001287750Argenbright Holdings V, LLC and Amberstone Security Group Limited, First lien senior secured loan2023-03-310001287750Argenbright Holdings V, LLC and Amberstone Security Group Limited, First lien senior secured loan 22023-03-310001287750arcc:ArgenbrightHoldingsVLLCAndAmberstoneSecurityGroupLimitedMember2023-03-310001287750BH-Sharp Holdings LP, Common units2023-03-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, First lien senior secured revolving loan2023-03-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, First lien senior secured loan2023-03-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, Second lien senior secured loan2023-03-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, Class A units2023-03-310001287750arcc:CapstoneAcquisitionHoldingsIncAndCapstoneParentHoldingsLPMember2023-03-310001287750Compex Legal Services, Inc., First lien senior secured revolving loan2023-03-310001287750Compex Legal Services, Inc., First lien senior secured revolving loan 22023-03-310001287750arcc:ComplexLegalServicesIncMember2023-03-310001287750DTI Holdco, Inc. and OPE DTI Holdings, Inc., Class A common stock2023-03-310001287750DTI Holdco, Inc. and OPE DTI Holdings, Inc., Class B common stock2023-03-310001287750arcc:DTIHoldcoIncAndOPEDTIHoldingsIncMember2023-03-310001287750Elevation Services Parent Holdings, LLC, First lien senior secured revolving loan2023-03-310001287750Elevation Services Parent Holdings, LLC, First lien senior secured loan 12023-03-310001287750Elevation Services Parent Holdings, LLC, First lien senior secured loan 22023-03-310001287750arcc:ElevationServicesParentHoldingsLLCMember2023-03-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, First lien senior secured loan2023-03-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, First lien senior secured loan 22023-03-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, First lien senior secured loan 32023-03-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, Class A units2023-03-310001287750arcc:HAIAcquisitionCorporationAndAlohaTopcoLLCMember2023-03-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP, First lien senior secured revolving loan2023-03-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP, First lien senior secured loan2023-03-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP, Class A units2023-03-310001287750arcc:HHStellaIncAndBedrockParentHoldingsLPMember2023-03-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P, First lien senior secured revolving loan2023-03-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P., First lien senior secured loan2023-03-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P., Class A units2023-03-310001287750arcc:ISQHawkeyeHoldcoIncAndISQHawkeyeHoldingsLLCMember2023-03-310001287750Kellermeyer Bergensons Services, LLC, First lien senior secured loan2023-03-310001287750Kellermeyer Bergensons Services, LLC, First lien senior secured loan 22023-03-310001287750arcc:KellermeyerBergensonsServicesLLCMember2023-03-310001287750KPS Global LLC and Cool Group LLC, First lien senior secured loan2023-03-310001287750KPS Global LLC and Cool Group LLC, First lien senior secured loan 22023-03-310001287750KPS Global LLC and Cool Group LLC, Class A units2023-03-310001287750arcc:KPSGlobalLLCAndCoolGroupLLCMember2023-03-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured revolving loan2023-03-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured loan 12023-03-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured loan 22023-03-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured loan 32023-03-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, Class A units2023-03-310001287750arcc:LaboratoriesBidcoLLCAndLaboratoriesTopcoLLCMember2023-03-310001287750LJP Purchaser, Inc. and LJP Topco, LP, First lien senior secured loan2023-03-310001287750LJP Purchaser, Inc. and LJP Topco, LP, Class A units2023-03-310001287750arcc:LJPPurchaserIncAndLJPTopcoLPMember2023-03-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P., First lien senior secured loan 12023-03-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P., First lien senior secured loan 22023-03-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P., Limited partnership units2023-03-310001287750arcc:MarmicPurchaserLLCAndMarmicTopcoLPMember2023-03-310001287750Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc., Second lien senior secured loan2023-03-310001287750Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc., Series A preferred stock2023-03-310001287750Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc., Common stock2023-03-310001287750arcc:MicrostarLogisticsLLCMicrostarGlobalAssetManagementLLCMStarHoldingCorporationAndKegstarUSAIncMember2023-03-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured revolving loan2023-03-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured loan 12023-03-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured loan 22023-03-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured loan 32023-03-310001287750arcc:NASLLCAndNationwideMarketingGroupLLCMember2023-03-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured loan 12023-03-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured loan 22023-03-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured notes2023-03-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured loan 32023-03-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., Second lien senior secured loan2023-03-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., Limited partnership interest2023-03-310001287750arcc:NeptuneBidcoUSIncAndElliottMetronCoInvestorAggregatorLPMember2023-03-310001287750Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-1, Senior subordinated loan2023-03-310001287750Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-1, Limited partner interest2023-03-310001287750arcc:NestTopcoBorrowerIncKKRNestCoInvestLPAndNBLY20211Member2023-03-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC, First lien senior secured loan 12023-03-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC, First lien senior secured loan 22023-03-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC, Common units2023-03-310001287750arcc:NorthAmericanFireHoldingsLLCAndNorthAmericanFireUltimateHoldingsLLCMember2023-03-310001287750North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC, First lien senior secured loan2023-03-310001287750North Haven Stack Buyer, LLC, First lien senior secured revolving loan2023-03-310001287750North Haven Stack Buyer, LLC, First lien senior secured loan2023-03-310001287750arcc:NorthHavenStackBuyerLLCMember2023-03-310001287750Petroleum Service Group LLC, First lien senior secured revolving loan2023-03-310001287750Petroleum Service Group LLC, First lien senior secured loan2023-03-310001287750Petroleum Service Group LLC, First lien senior secured loan 22023-03-310001287750Petroleum Service Group LLC, First lien senior secured loan 32023-03-310001287750arcc:PetroleumServiceGroupLLCMember2023-03-310001287750Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC, First lien senior secured loan2023-03-310001287750Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC, Class A units2023-03-310001287750arcc:PritchardIndustriesLLCAndLJPritchardTopCoHoldingsLLCMember2023-03-310001287750PS Operating Company LLC and PS OP Holdings LLC, First lien senior secured revolving loan2023-03-310001287750PS Operating Company LLC and PS OP Holdings LLC, First lien senior secured loan2023-03-310001287750PS Operating Company LLC and PS OP Holdings LLC, Common unit2023-03-310001287750arcc:PSOperatingCompanyLLCAndPSOPHoldingsLLCFkaQCSupplyLLCMember2023-03-310001287750R2 Acquisition Corp., Common stock2023-03-310001287750RC V Tecmo Investor LLC, Common member units2023-03-310001287750RE Community Holdings GP, LLC and RE Community Holdings, LP, Limited partnership interest2023-03-310001287750RE Community Holdings GP, LLC and RE Community Holdings, LP, Limited partnership interest 22023-03-310001287750arcc:RECommunityHoldingsGPLLCAndRECommunityHoldingsLPMember2023-03-310001287750Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P., First lien senior secured loan2023-03-310001287750Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P., Limited partner interests2023-03-310001287750arcc:RegistrarIntermediateLLCAndPSPRegistrarCoInvestmentFundLPMember2023-03-310001287750Rodeo AcquisitionCo LLC, First lien senior secured revolving loan2023-03-310001287750Rodeo AcquisitionCo LLC, First lien senior secured loan2023-03-310001287750arcc:RodeoAcquisitionCoLLCMember2023-03-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P., First lien senior secured revolving loan2023-03-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P., First lien senior secured loan2023-03-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P., Class A units2023-03-310001287750arcc:SchillLandscapingAndLawnCareServicesLLCTenderLawnCareULCAndLandscapeParallelPartnersLPMember2023-03-310001287750Shermco Intermediate Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP, Second lien senior secured loan2023-03-310001287750SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP, Limited partnership class A-1 units2023-03-310001287750SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP, Limited partnership class A-2 units2023-03-310001287750arcc:SSEBuyerIncSupplySourceEnterprisesIncImpactProductsLLCTheSafetyZoneLLCAndSSEParentLPMember2023-03-310001287750Startec Equity, LLC, Member interest2023-03-310001287750Stealth Holding LLC and UCIT Online Security Inc., First lien senior secured loan2023-03-310001287750Stealth Holding LLC and UCIT Online Security Inc., First lien senior secured loan 22023-03-310001287750Stealth Holding LLC and UCIT Online Security Inc., First lien senior secured loan 32023-03-310001287750arcc:StealthHoldingLLCAndUCITOnlineSecurityIncMember2023-03-310001287750Systems Planning and Analysis Inc.., First lien senior secured revolving loan2023-03-310001287750Systems Planning and Analysis Inc.., First lien senior secured loan2023-03-310001287750arcc:SystemsPlanningAndAnalysisIncMember2023-03-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P., First lien senior secured revolving loan2023-03-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P., First lien senior secured loan2023-03-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P., Class A units2023-03-310001287750arcc:TheNPDGroupLPIRIGroupHoldingsIncInformationResourcesIncAndIRINPDCoInvestAggregatorLPMember2023-03-310001287750Thermostat Purchaser III, Inc., First lien senior secured revolving loan2023-03-310001287750Thermostat Purchaser III, Inc., Second lien senior secured loan2023-03-310001287750arcc:ThermostatPurchaserIIIIncMember2023-03-310001287750Visual Edge Technology, Inc., First lien senior secured loan2023-03-310001287750Visual Edge Technology, Inc., Senior subordinated loan2023-03-310001287750Visual Edge Technology, Inc., Warrant to purchase up to 10,358,572 shares of common stock2023-03-310001287750arcc:VisualEdgeTechnologyIncMember2023-03-310001287750VRC Companies, LLC, Senior subordinated loan2023-03-310001287750Wash Encore Holdings, LLC, First lien senior secured loan2023-03-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, First lien senior secured revolving loan2023-03-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, First lien senior secured loan2023-03-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, First lien senior secured loan 22023-03-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, Class A units2023-03-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, Class B units2023-03-310001287750arcc:XIFINIncAndACPChargerCoInvestLLCMember2023-03-310001287750arcc:CommercialAndProfessionalServicesMember2023-03-310001287750ACAS Equity Holdings Corporation, Common stock2023-03-310001287750ARES 2007-3R, Subordinated notes2023-03-310001287750Blue Wolf Capital Fund II, L.P., Limited partnership interest2023-03-310001287750CoLTs 2005-1 Ltd., Preferred shares2023-03-310001287750CREST Exeter Street Solar 2004-1, Preferred shares2023-03-310001287750European Capital UK SME Debt LP, Limited partnership interest2023-03-310001287750HCI Equity, LLC, Member interest2023-03-310001287750Partnership Capital Growth Investors III, L.P., Limited partnership interest2023-03-310001287750PCG-Ares Sidecar Investment II, L.P., Limited partnership interest2023-03-310001287750PCG-Ares Sidecar Investment, L.P., Limited partnership interest2023-03-310001287750Piper Jaffray Merchant Banking Fund I, L.P., Limited partnership interest2023-03-310001287750Senior Direct Lending Program, LLC, Subordinated certificates2023-03-310001287750Senior Direct Lending Program, LLC, Membership interest2023-03-310001287750arcc:SeniorDirectLendingProgramLLCMember2023-03-310001287750VSC Investors LLC, Membership interest2023-03-310001287750arcc:InvestmentFundsAndVehiclesMember2023-03-310001287750Alera Group Inc., First lien senior secured loan2023-03-310001287750Amynta Agency Borrower Inc. and Amynta Warranty Borrower Inc., First lien senior secured loan2023-03-310001287750AQ Sunshine, Inc., First lien senior secured revolving loan2023-03-310001287750AQ Sunshine, Inc., First lien senior secured loan 12023-03-310001287750AQ Sunshine, Inc., First lien senior secured loan 22023-03-310001287750AQ Sunshine, Inc., First lien senior secured loan 32023-03-310001287750AQ Sunshine, Inc., First lien senior secured loan 42023-03-310001287750AQ Sunshine, Inc., First lien senior secured loan 52023-03-310001287750arcc:AQSunshineIncMember2023-03-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan2023-03-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan 22023-03-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan 32023-03-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan 42023-03-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan 52023-03-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, Senior subordinated loan2023-03-310001287750arcc:ArdonaghMidco2PlcAndArdonaghMidco3PlcMember2023-03-310001287750Benecon Midco II LLC and Locutus Holdco LLC, Common units2023-03-310001287750Benefytt Technologies, Inc., First lien senior secured loan2023-03-310001287750Captive Resources Midco, LLC, First lien senior secured loan2023-03-310001287750Foundation Risk Partners, Corp., First lien senior secured loan 12023-03-310001287750Foundation Risk Partners, Corp., First lien senior secured loan 22023-03-310001287750arcc:FoundationRiskPartnersCorpMember2023-03-310001287750Galway Borrower LLC, First lien senior secured revolving loan2023-03-310001287750Galway Borrower LLC, First lien senior secured revolving loan2023-03-310001287750Galway Borrower LLC, First lien senior secured loan2023-03-310001287750arcc:GalwayBorrowerLLCMember2023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC, First lien senior secured loan2023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC, First lien senior secured loan 22023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC, First lien senior secured loan 32023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC, Series A preferred units2023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC, Series A common units2023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC, Series C common units2023-03-310001287750arcc:HighStreetBuyerIncAndHighStreetHoldcoLLCMember2023-03-310001287750Inszone Mid, LLC and INSZ Holdings, LLC, First lien senior secured loan2023-03-310001287750Inszone Mid, LLC and INSZ Holdings, LLC, Limited partnership interests2023-03-310001287750arcc:InszoneMidLLCAndINSZHoldingsLLCMember2023-03-310001287750K2 Insurance Services, LLC and K2 Holdco LP, First lien senior secured loan2023-03-310001287750K2 Insurance Services, LLC and K2 Holdco LP, First lien senior secured loan 22023-03-310001287750K2 Insurance Services, LLC and K2 Holdco LP, First lien senior secured loan 32023-03-310001287750K2 Insurance Services, LLC and K2 Holdco LP, Common units2023-03-310001287750arcc:K2InsuranceServicesLLCAndK2HoldcoLPMember2023-03-310001287750OneDigital Borrower LLC, First lien senior secured revolving loan2023-03-310001287750Patriot Growth Insurance Services, LLC, First lien senior secured loan2023-03-310001287750People Corporation, First lien senior secured revolving loan2023-03-310001287750People Corporation, First lien senior secured loan2023-03-310001287750People Corporation, First lien senior secured loan 22023-03-310001287750People Corporation, First lien senior secured loan 32023-03-310001287750arcc:PeopleCorporationMember2023-03-310001287750Riser Merger Sub, Inc., First lien senior secured revolving loan2023-03-310001287750Riser Merger Sub, Inc., First lien senior secured loan 12023-03-310001287750Riser Merger Sub, Inc., First lien senior secured loan 22023-03-310001287750arcc:RiserMergerSubIncMember2023-03-310001287750RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc., First lien senior secured revolving loan2023-03-310001287750RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc., First lien senior secured loan2023-03-310001287750arcc:RSCAcquisitionIncAndRSCInsuranceBrokerageIncMember2023-03-310001287750SageSure Holdings, LLC & Insight Catastrophe Group, LLC, First lien senior secured loan2023-03-310001287750SageSure Holdings, LLC & Insight Catastrophe Group, LLC, Series A units2023-03-310001287750arcc:SageSureHoldingsLLCInsightCatastropheGroupLLCMember2023-03-310001287750SCM Insurance Services Inc., First lien senior secured loan2023-03-310001287750SelectQuote, Inc., First lien senior secured loan2023-03-310001287750SG Acquisition, Inc., First lien senior secured loan2023-03-310001287750Spring Insurance Solutions, LLC, First lien senior secured loan2023-03-310001287750THG Acquisition, LLC, First lien senior secured revolving loan2023-03-310001287750THG Acquisition, LLC, First lien senior secured loan2023-03-310001287750THG Acquisition, LLC, First lien senior secured loan 22023-03-310001287750THG Acquisition, LLC, First lien senior secured loan 32023-03-310001287750arcc:THGAcquisitionLLCMember2023-03-310001287750us-gaap-supplement:InsuranceSectorMember2023-03-310001287750Apex Clean Energy TopCo, LLC, Class A common units2023-03-310001287750Ferrellgas, L.P. and Ferrellgas Partners L.P., Senior preferred units2023-03-310001287750Ferrellgas, L.P. and Ferrellgas Partners L.P., Class B units2023-03-310001287750arcc:FerrellgasLPAndFerrelgasPartnersLPMember2023-03-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC, First lien senior secured loan2023-03-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC, Class A1 units2023-03-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC, Class A2 units2023-03-310001287750arcc:HeelstoneRenewableEnergyLLCMember2023-03-310001287750Opal Fuels LLC and Opal Fuels Inc., Senior subordinated loan2023-03-310001287750Opal Fuels LLC and Opal Fuels Inc., Class A common stock2023-03-310001287750arcc:OpalFuelsLLCAndOpalFuelsIncMember2023-03-310001287750PosiGen, Inc., Warrant to purchase up to 101,555 shares of series D-1 preferred stock2023-03-310001287750PosiGen, Inc., Warrant to purchase up to 1,112,022 shares of common stock2023-03-310001287750arcc:PosiGenIncMember2023-03-310001287750Potomac Intermediate Holdings II LLC, Series A units2023-03-310001287750Riverview Power LLC, First lien senior secured loan2023-03-310001287750SE1 Generation, LLC, Senior subordinated loan2023-03-310001287750Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC, First lien senior secured loan2023-03-310001287750Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC, Senior subordinated loan2023-03-310001287750arcc:SunrunAtlasDepositor20192LLCAndSunrunAtlasHoldings20192LLCMember2023-03-310001287750Sunrun Luna Holdco 2021, LLC, Senior subordinated revolving loan2023-03-310001287750Sunrun Xanadu Issuer 2019-1, LLC and Sunrun Xanadu Holdings 2019-1, LLC, First lien senior secured loan2023-03-310001287750Sunrun Xanadu Issuer 2019-1, LLC and Sunrun Xanadu Holdings 2019-1, LLC, Senior subordinated loan2023-03-310001287750arcc:SunrunXanaduIssuer20191LLCAndSunrunXanaduHoldings20191LLCMember2023-03-310001287750arcc:PowerGenerationMember2023-03-310001287750Badger Sportswear Acquisition, Inc., Second lien senior secured loan2023-03-310001287750Bowhunter Holdings, LLC, Common units2023-03-310001287750Centric Brands LLC and Centric Brands GP LLC, First lien senior secured revolving loan2023-03-310001287750Centric Brands LLC and Centric Brands GP LLC, First lien senior secured loan2023-03-310001287750Centric Brands LLC and Centric Brands GP LLC, Membership interests2023-03-310001287750arcc:CentricBrandsLLCAndCentricBrandsGPLLCMember2023-03-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc., First lien senior secured loan2023-03-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc., First lien senior secured loan 22023-03-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc., Common stock2023-03-310001287750arcc:DRSHoldingsIIIIncAndDRSHoldingsIIncMember2023-03-310001287750Implus Footcare, LLC, First lien senior secured loan2023-03-310001287750Implus Footcare, LLC, First lien senior secured loan 22023-03-310001287750Implus Footcare, LLC, First lien senior secured loan 32023-03-310001287750arcc:ImplusFootcareLLCMember2023-03-310001287750Johnnie-O Inc. and Johnnie-O Holdings Inc., First lien senior secured loan 12023-03-310001287750Johnnie-O Inc. and Johnnie-O Holdings Inc., First lien senior secured loan 22023-03-310001287750Johnnie-O Inc. and Johnnie-O Holdings Inc., Series A convertible preferred stock2023-03-310001287750Johnnie-O Inc. and Johnnie-O Holdings Inc., Warrant to purchase up to 76,491 shares of common stock2023-03-310001287750arcc:JohnnieOIncAndJohnnieOHoldingsIncMember2023-03-310001287750Lew's Intermediate Holdings, LLC, First lien senior secured loan2023-03-310001287750New Era Cap, LLC, First lien senior secured loan2023-03-310001287750Pelican Products, Inc., Second lien senior secured loan2023-03-310001287750Rawlings Sporting Goods Company, Inc. and Easton Diamond Sports, LLC, First lien senior secured loan2023-03-310001287750Rawlings Sporting Goods Company, Inc. and Easton Diamond Sports, LLC, First lien senior secured loan 22023-03-310001287750arcc:RawlingsSportingGoodsCompanyIncAndEastonDiamondSportsLLCMember2023-03-310001287750Reef Lifestyle, LLC, First lien senior secured revolving loan 12023-03-310001287750Reef Lifestyle, LLC, First lien senior secured revolving loan 22023-03-310001287750Reef Lifestyle, LLC, First lien senior secured loan 12023-03-310001287750Reef Lifestyle, LLC, First lien senior secured loan 22023-03-310001287750arcc:ReefLifestyleLLCMember2023-03-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC), Class B common units2023-03-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC), Common units2023-03-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC), Warrant to purchase up to 3,157,895 units2023-03-310001287750arcc:SToysHoldingsLLCFkaTheStep2CompanyLLCMember2023-03-310001287750SHO Holding I Corporation, Second lien senior secured loan2023-03-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, First lien senior secured revolving loan2023-03-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, First lien senior secured loan2023-03-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, Class A preferred units2023-03-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, Class C preferred units2023-03-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, Preferred units2023-03-310001287750arcc:ShockDoctorIncAndShockDoctorHoldingsLLCMember2023-03-310001287750SVP-Singer Holdings Inc. and SVP-Singer Holdings LP, First lien senior secured loan2023-03-310001287750SVP-Singer Holdings Inc. and SVP-Singer Holdings LP, Class A common units2023-03-310001287750arcc:SVPSingerHoldingsIncAndSVPSingerHoldingsLPMember2023-03-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc., First lien senior secured loan2023-03-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc., First lien senior secured loan 22023-03-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc., Common stock2023-03-310001287750arcc:TotesIsotonerCorporationAndTotesUltimateHoldcoIncMember2023-03-310001287750Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP, First lien senior secured loan2023-03-310001287750Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP, Second lien senior secured loan2023-03-310001287750Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP, Class A units2023-03-310001287750arcc:VarsityBrandsHoldingCoIncAndBCPEHerculesHoldingsLPMember2023-03-310001287750arcc:ConsumerDurablesAndApparelMember2023-03-310001287750ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc., First lien senior secured loan2023-03-310001287750Aimbridge Acquisition Co., Inc., Second lien senior secured loan2023-03-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, First lien senior secured revolving loan2023-03-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, First lien senior secured revolving loan 22023-03-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, Second lien senior secured loan2023-03-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, Series A preferred units2023-03-310001287750arcc:AmericanResidentialServicesLLCAndAragornParentHoldingsLPMember2023-03-310001287750Apex Service Partners, LLC, First lien senior secured loan2023-03-310001287750ATI Restoration, LLC, First lien senior secured revolving loan2023-03-310001287750ATI Restoration, LLC, First lien senior secured loan2023-03-310001287750ATI Restoration, LLC, First lien senior secured loan 22023-03-310001287750arcc:ATIRestorationLLCMember2023-03-310001287750Belfor Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc., First lien senior secured loan2023-03-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc., Common stock2023-03-310001287750arcc:CMGHoldCoLLCAndCMGBuyerHoldingsIncMember2023-03-310001287750CST Holding Company, First lien senior secured revolving loan2023-03-310001287750CST Holding Company, First lien senior secured loan 2023-03-310001287750arcc:CSTHoldingCompanyMember2023-03-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured revolving loan2023-03-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured loan2023-03-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured loan 22023-03-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured loan 32023-03-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, Class A units2023-03-310001287750arcc:EssentialServicesHoldingCorporationAndOMERSMahomesInvestmentHoldingsLLCMember2023-03-310001287750GroundWorks, LLC, First lien senior secured loan2023-03-310001287750Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P., First lien senior secured revolving loan2023-03-310001287750Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P., First lien senior secured loan2023-03-310001287750Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P., Class A units2023-03-310001287750arcc:InfinityHomeServicesHoldCoIncAndIHSParentHoldingsLPMember2023-03-310001287750Jenny C Acquisition, Inc., Senior subordinated loan2023-03-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P., First lien senior secured revolving loan2023-03-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P., First lien senior secured loan2023-03-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P., Limited partnership interests2023-03-310001287750arcc:LeviathanIntermediateHoldcoLLCAndLeviathanHoldingsLPMember2023-03-310001287750ME Equity LLC, Common stock2023-03-310001287750Movati Athletic (Group) Inc., First lien senior secured loan2023-03-310001287750OTG Management, LLC, Class A preferred units2023-03-310001287750OTG Management, LLC, Common units2023-03-310001287750OTG Management, LLC, Warrant to purchase up to 7.73% of common units2023-03-310001287750arcc:OTGManagementLLCMember2023-03-310001287750PestCo Holdings, LLC and PestCo, LLC, First lien senior secured loan2023-03-310001287750PestCo Holdings, LLC and PestCo, LLC, Class A units2023-03-310001287750arcc:PestCoHoldingsLLCAndPestCoLLCMember2023-03-310001287750Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings, LLC, First lien senior secured revolving loan2023-03-310001287750Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings, LLC, First lien senior secured loan2023-03-310001287750Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings, LLC, Class A units2023-03-310001287750arcc:PuebloMechanicalAndControlsLLCAndOMERSPMCInvestmentHoldingsLLCMember2023-03-310001287750Pyramid Management Advisors, LLC and Pyramid Investors, LLC, First lien senior secured loan2023-03-310001287750Pyramid Management Advisors, LLC and Pyramid Investors, LLC, Preferred membership units2023-03-310001287750arcc:PyramidManagementAdvisorsLLCAndPyramidInvestorsLLCMember2023-03-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, First lien senior secured loan2023-03-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, First lien senior secured loan 22023-03-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, First lien senior secured loan 32023-03-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, Series D units2023-03-310001287750arcc:RedwoodServicesLLCAndRedwoodServicesHoldcoLLCMember2023-03-310001287750Safe Home Security, Inc., Security Systems Inc., Safe Home Monitoring, Inc., National Protective Services, Inc., Bright Integrations LLC and Medguard Alert, Inc., First lien senior secured loan2023-03-310001287750Service Logic Acquisition, Inc. and MSHC, Inc., First lien senior secured loan2022-12-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC, First lien senior secured revolving loan2023-03-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC, First lien senior secured loan2023-03-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC, First lien senior secured loan 22023-03-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC, First lien senior secured loan 32023-03-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC, Class A units2023-03-310001287750arcc:SVBurtonHoldingsLLCLBCBreezeHoldingsLLCMember2023-03-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., First lien senior secured revolving loan2023-03-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., First lien senior secured revolving loan 22023-03-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., First lien senior secured loan2023-03-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., Class A units2023-03-310001287750arcc:TaymaxGroupLPTaymaxGroupGPLLCPFSalemCanadaULCAndTCPFitParentLPMember2023-03-310001287750The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc., First lien senior secured loan2023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured revolving loan2023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured revolving loan 22023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured revolving loan 32023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured loan2023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured loan 22023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, Class A units2023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, Class C units2023-03-310001287750arcc:TheArcticomGroupLLCAndAMCPMechanicalHoldingsLPMember2023-03-310001287750YE Brands Holdings, LLC, First lien senior secured loan2023-03-310001287750YE Brands Holdings, LLC, First lien senior secured loan 22023-03-310001287750arcc:YEBrandsHoldingsLLCMember2023-03-310001287750ZBS Mechanical Group Co-Invest Fund 2, LLC, Membership interest2023-03-310001287750arcc:ConsumerServicesMember2023-03-310001287750AI Aqua Merger Sub, Inc., First lien senior secured loan2023-03-310001287750API Commercial Inc., API Military Inc., and API Space Intermediate, Inc., First lien senior secured loan2023-03-310001287750Arrowhead Holdco Company and Arrowhead GS Holdings, Inc., First lien senior secured loan2023-03-310001287750Arrowhead Holdco Company and Arrowhead GS Holdings, Inc., Common stock2023-03-310001287750arcc:ArrowheadHoldcoCompanyAndArrowheadGSHoldingsIncMember2023-03-310001287750BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC, First lien senior secured revolving loan2023-03-310001287750BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC, First lien senior secured loan2023-03-310001287750arcc:BlueHaloFinancingHoldingsLLCBlueHaloGlobalHoldingsLLCAndBlueHaloLLCMember2023-03-310001287750Burgess Point Purchaser Corporation, First lien senior secured loan2023-03-310001287750Cadence Aerospace, LLC, First lien senior secured revolving loan2023-03-310001287750Cadence Aerospace, LLC, First lien senior secured revolving loan 22023-03-310001287750Cadence Aerospace, LLC, First lien senior secured loan2023-03-310001287750Cadence Aerospace, LLC, First lien senior secured loan 22023-03-310001287750Cadence Aerospace, LLC, First lien senior secured loan 32023-03-310001287750Cadence Aerospace, LLC, First lien senior secured loan 42023-03-310001287750Cadence Aerospace, LLC, First lien senior secured loan 52023-03-310001287750arcc:CadenceAerospaceLLCMember2023-03-310001287750DFS Holding Company, Inc., First lien senior secured loan2023-03-310001287750Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP, First lien senior secured revolving loan2023-03-310001287750Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP, First lien senior secured loan2023-03-310001287750Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP, Common units2023-03-310001287750arcc:DynamicNCAerospaceHoldingsLLCAndDynamicNCInvestmentHoldingsLPMember2023-03-310001287750EPS NASS Parent, Inc., First lien senior secured revolving loan2023-03-310001287750EPS NASS Parent, Inc., First lien senior secured loan2023-03-310001287750arcc:EPSNASSParentIncMember2023-03-310001287750ESCP PPG Holdings, LLC, Class A-1 units2023-03-310001287750ESCP PPG Holdings, LLC, Class A-2 units2023-03-310001287750arcc:ESCPPPGHoldingsLLCMember2023-03-310001287750Harvey Tool Company, LLC, First lien senior secured revolving loan2023-03-310001287750Harvey Tool Company, LLC, First lien senior secured loan2023-03-310001287750arcc:HarveyToolCompanyLLCMember2023-03-310001287750Helix Acquisition Holdings, Inc., First lien senior secured loan2023-03-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Senior subordinated loan2023-03-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Series A preferred stock2023-03-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Class A common stock2023-03-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Class B common stock2023-03-310001287750arcc:ImagingBusinessMachinesLLCAndScannerHoldingsCorporationMember2023-03-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P., First lien senior secured revolving loan2023-03-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P., First lien senior secured loan2023-03-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P., Class A units2023-03-310001287750arcc:KeneAcquisitionIncAndKeneHoldingsLPMember2023-03-310001287750Lower ACS, Inc., First lien senior secured loan2023-03-310001287750LTG Acquisition, Inc., Class A membership units2023-03-310001287750Maverick Acquisition, Inc., First lien senior secured loan2023-03-310001287750MB Aerospace Holdings II Corp., First lien senior secured loan2023-03-310001287750MB Aerospace Holdings II Corp., Second lien senior secured loan2023-03-310001287750MB Aerospace Holdings II Corp., Second lien senior secured loan 22023-03-310001287750arcc:MBAerospaceHoldingsIICorpMember2023-03-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP, First lien senior secured loan2023-03-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP, First lien senior secured loan 22023-03-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP, Class A-2 common units2023-03-310001287750arcc:NCWSIntermediateIncAndNCWSHoldingsLPMember2023-03-310001287750Noble Aerospace, LLC, First lien senior secured revolving loan2023-03-310001287750Osmose Utilities Services, Inc. and Pine Intermediate Holding LLC, Second lien senior secured loan2023-03-310001287750Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP., First lien senior secured loan2023-03-310001287750Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP., First lien senior secured loan 22023-03-310001287750Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP., Class A units2023-03-310001287750arcc:PrecinmacUSHoldingsIncTrimasterManufacturingIncAndBladeGroupHoldingsLPMember2023-03-310001287750Prime Buyer, L.L.C., First lien senior secured revolving loan2023-03-310001287750Qnnect, LLC and Connector TopCo, LP, First lien senior secured loan2023-03-310001287750Qnnect, LLC and Connector TopCo, LP, Limited partnership interests2023-03-310001287750arcc:QnnectLLCAndConnectorTopCoLPMember2023-03-310001287750Radius Aerospace, Inc. and Radius Aerospace Europe Limited, First lien senior secured revolving loan2023-03-310001287750Radius Aerospace, Inc. and Radius Aerospace Europe Limited, First lien senior secured revolving loan 22023-03-310001287750arcc:RadiusAerospaceIncAndRadiusAerospaceEuropeLimitedMember2023-03-310001287750Radwell Parent, LLC, First lien senior secured revolving loan2023-03-310001287750Radwell Parent, LLC, First lien senior secured loan2023-03-310001287750arcc:RadwellParentLLCMember2023-03-310001287750Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon, First lien senior secured revolving loan2023-03-310001287750arcc:CapitalGoodsMember2023-03-310001287750Aventine Intermediate LLC & Aventine Holdings II LLC, First lien senior secured loan2023-03-310001287750Aventine Intermediate LLC & Aventine Holdings II LLC, Senior subordinated loan2023-03-310001287750arcc:AventineIntermediateLLCAventineHoldingsIILLCMember2023-03-310001287750Axiomatic, LLC, Class A-1 units2023-03-310001287750CMW Parent LLC (fka Black Arrow, Inc.), Series A units2023-03-310001287750Eagle Football Holdings BidCo Limited, Senior subordinated loan2023-03-310001287750Eagle Football Holdings BidCo Limited, Senior subordinated loan 22023-03-310001287750Eagle Football Holdings BidCo Limited, Senior subordinated loan 32023-03-310001287750Eagle Football Holdings BidCo Limited, Warrant to purchase shares of ordinary shares2023-03-310001287750Eagle Football Holdings BidCo Limited, Warrant to purchase shares of ordinary shares 22023-03-310001287750Eagle Football Holdings BidCo Limited, Warrant to purchase shares of ordinary shares 32023-03-310001287750arcc:EagleFootballHoldingsBidCoLimitedMember2023-03-310001287750Global Music Rights, LLC, First lien senior secured loan2023-03-310001287750MailSouth, Inc., First lien senior secured loan2023-03-310001287750Miami Beckham United LLC, Class A preferred units2023-03-310001287750OUTFRONT Media Inc., Series A convertible perpetual preferred stock2023-03-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 12023-03-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 22023-03-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 32023-03-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 42023-03-310001287750Production Resource Group, L.L.C. and PRG III, LLC, Class A units2023-03-310001287750arcc:ProductionResourceGroupLLCAndPRGIIILLCMember2023-03-310001287750Professional Fighters League, LLC and PFL MMA, Inc., First lien senior secured loan2023-03-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Second lien senior secured loan2023-03-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Series E preferred stock2023-03-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Warrant to purchase up to 3,280,444 shares of common stock2023-03-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Warrant to purchase up to 57,322 shares of common stock2023-03-310001287750arcc:ProfessionalFightersLeagueLLCAndPFLMMAIncMember2023-03-310001287750Storm Investment S.a.r.l., First lien senior secured loan2023-03-310001287750Storm Investment S.a.r.l., Class A redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class B redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class C redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class D redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class E redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class F redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class G redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class H redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Class I redeemable shares2023-03-310001287750Storm Investment S.a.r.l., Ordinary shares2023-03-310001287750arcc:StormInvestmentSarlMember2023-03-310001287750The Teaching Company Holdings, Inc., Preferred stock2023-03-310001287750The Teaching Company Holdings, Inc., Common stock2023-03-310001287750arcc:TheTeachingCompanyHoldingsIncMember2023-03-310001287750arcc:MediaAndEntertainmentMember2023-03-310001287750Atlas Intermediate III, L.L.C., First lien senior secured revolving loan2023-03-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan2023-03-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan 22023-03-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan 32023-03-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan 42023-03-310001287750arcc:AtlasIntermediateIIILLCMember2023-03-310001287750Bamboo Purchaser, Inc., First lien senior secured loan2023-03-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., First lien senior secured loan2023-03-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., First lien senior secured loan 22023-03-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., First lien senior secured loan 32023-03-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., Common units2023-03-310001287750arcc:DisplayHoldingCompanyIncSaldonHoldingsIncAndFastsignsHoldingsIncMember2023-03-310001287750GPM Investments, LLC and ARKO Corp., Common stock2023-03-310001287750GPM Investments, LLC and ARKO Corp., Warrant to purchase units of common stock2023-03-310001287750arcc:GPMInvestmentsLLCAndARKOCorpMember2023-03-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan2023-03-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan 22023-03-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan 32023-03-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan 42023-03-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, Class A common units2023-03-310001287750arcc:MarconeYellowstoneBuyerIncAndMarconeYellowstoneHoldingsLLCMember2023-03-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP, First lien senior secured revolving loan2023-03-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP, First lien senior secured revolving loan 22023-03-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP, Series A preferred stock2023-03-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP, Class A-1 units2023-03-310001287750arcc:MavisTireExpressServicesTopcoCorpMetisHoldCoIncAndMetisTopCoLPMember2023-03-310001287750McKenzie Creative Brands, LLC, First lien senior secured loan2023-03-310001287750McKenzie Creative Brands, LLC, First lien senior secured loan 22023-03-310001287750arcc:McKenzieCreativeBrandsLLCMember2023-03-310001287750Monolith Brands Group, Inc., Series A-1 preferred stock2023-03-310001287750Moon Valley Nursery of Arizona Retail, LLC, Moon Valley Nursery Farm Holdings, LLC, Moon Valley Nursery RE Holdings LLC, and Stonecourt IV Partners, LP, Limited partnership interests2023-03-310001287750North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC, First lien senior secured loan2023-03-310001287750North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC, Class A units2023-03-310001287750arcc:NorthHavenFalconBuyerLLCAndNorthHavenFalconHoldingCompanyLLCMember2023-03-310001287750Reddy Ice LLC, First lien senior secured revolving loan2023-03-310001287750Reddy Ice LLC, First lien senior secured loan2023-03-310001287750Reddy Ice LLC, First lien senior secured loan 22023-03-310001287750Reddy Ice LLC, First lien senior secured loan 32023-03-310001287750arcc:ReddyIceLLCMember2023-03-310001287750Trader Corporation and Project Auto Finco Corp.., First lien senior secured loan2023-03-310001287750US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P., First lien senior secured loan2023-03-310001287750US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P., Limited partner interests2023-03-310001287750arcc:USSaltInvestorsLLCAndEmeraldLakePearlAcquisitionALPMember2023-03-310001287750arcc:RetailingAndDistributionMember2023-03-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, First lien senior secured loan2023-03-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, First lien senior secured loan 22023-03-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, Preferred units2023-03-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, Preferred units 22023-03-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, Class A common units2023-03-310001287750arcc:AutomotiveKeysGroupLLCAndAutomotiveKeysInvestorLLCMember2023-03-310001287750Continental Acquisition Holdings, Inc., First lien senior secured loan2023-03-310001287750Continental Acquisition Holdings, Inc., First lien senior secured loan 22023-03-310001287750arcc:ContinentalAcquisitionHoldingsIncMember2023-03-310001287750Eckler Purchaser LLC, Class A common units2023-03-310001287750Faraday Buyer, LLC, First lien senior secured loan2023-03-310001287750Faraday&Future Inc., FF Inc., Faraday SPE, LLC and Faraday Future Intelligent Electric Inc., Warrant to purchase up to 633,008 shares of Class A common stock2023-03-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, First lien senior secured revolving loan2023-03-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, First lien senior secured loan2023-03-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, Second lien senior secured loan2023-03-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, Co-invest units2023-03-310001287750arcc:HighlineAftermarketAcquisitionLLCHighlineAftermarketSCAcquisitionIncAndHighlinePPCBlockerLLCMember2023-03-310001287750McLaren Group Limited, Senior preference shares2023-03-310001287750McLaren Group Limited, Warrant to purchase up to 49,181 units of ordinary shares2023-03-310001287750McLaren Group Limited, Warrant to purchase up to 13,776 units of ordinary shares2023-03-310001287750arcc:McLarenGroupLimitedMember2023-03-310001287750Sun Acquirer Corp. and Sun TopCo, LP, First lien senior secured revolving loan2023-03-310001287750Sun Acquirer Corp. and Sun TopCo, LP, First lien senior secured loan2023-03-310001287750Sun Acquirer Corp. and Sun TopCo, LP, First lien senior secured loan 22023-03-310001287750Sun Acquirer Corp. and Sun TopCo, LP, Class A units2023-03-310001287750arcc:SunAcquirerCorpAndSunTopCoLPMember2023-03-310001287750Wand Newco 3, Inc., Second lien senior secured loan2023-03-310001287750arcc:AutomobilesAndComponentsSectorMember2023-03-310001287750American Seafoods Group LLC and American Seafoods Partners LLC, Class A units2023-03-310001287750American Seafoods Group LLC and American Seafoods Partners LLC, Warrant to purchase up to 7,422,078 Class A units2023-03-310001287750arcc:AmericanSeafoodsGroupLLCAndAmericanSeafoodsPartnersLLCMember2023-03-310001287750Berner Food & Beverage, LLC, First lien senior secured revolving loan2023-03-310001287750Berner Food & Beverage, LLC, First lien senior secured revolving loan 22023-03-310001287750arcc:BernerFoodBeverageLLCMember2023-03-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P., First lien senior secured revolving loan2023-03-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P., First lien senior secured revolving loan 22023-03-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P., Common units2023-03-310001287750arcc:BraggLiveFoodProductsLLCAndSPCInvestmentCoLPMember2023-03-310001287750CHG PPC Parent LLC & PPC CHG Blocker LLC, Second lien senior secured loan2023-03-310001287750CHG PPC Parent LLC & PPC CHG Blocker LLC, Common units2023-03-310001287750arcc:CHGPPCParentLLCPPCCHGBlockerLLCMember2023-03-310001287750Florida Food Products, LLC, First lien senior secured loan2023-03-310001287750Florida Food Products, LLC, First lien senior secured loan 22023-03-310001287750Florida Food Products, LLC, Second lien senior secured loan2023-03-310001287750arcc:FloridaFoodProductsLLCMember2023-03-310001287750GF Parent LLC, Class A preferred units2023-03-310001287750GF Parent LLC, Class A common units2023-03-310001287750arcc:GFParentLLCMember2023-03-310001287750Gotham Greens Holdings, PBC, First lien senior secured loan2023-03-310001287750Gotham Greens Holdings, PBC, Series E-1 preferred stock2023-03-310001287750Gotham Greens Holdings, PBC, Warrant to purchase up to 43,154 shares of Series E-1 preferred stock2023-03-310001287750arcc:GothamGreensHoldingsPBCMember2023-03-310001287750KNPC HoldCo, LLC, First lien senior secured loan2023-03-310001287750KNPC HoldCo, LLC, First lien senior secured loan 22023-03-310001287750arcc:KNPCHoldCoLLCMember2023-03-310001287750Manna Pro Products, LLC, First lien senior secured revolving loan2023-03-310001287750RB Holdings InterCo, LLC, First lien senior secured revolving loan2023-03-310001287750RB Holdings InterCo, LLC, First lien senior secured loan2023-03-310001287750arcc:RBHoldingsInterCoLLCMember2023-03-310001287750RF HP SCF Investor, LLC, Membership interest2023-03-310001287750Teasdale Foods, Inc. and Familia Group Holdings Inc., First lien senior secured loan2023-03-310001287750Teasdale Foods, Inc. and Familia Group Holdings Inc., Warrant to purchase up to 57,827 shares of common stock2023-03-310001287750arcc:TeasdaleFoodsIncAndFamiliaGroupHoldingsIncMember2023-03-310001287750Triton Water Holdings, Inc., First lien senior secured loan2023-03-310001287750Triton Water Holdings, Inc., Senior subordinated loan2023-03-310001287750arcc:TritonWaterHoldingsIncMember2023-03-310001287750Watermill Express, LLC and Watermill Express Holdings, LLC, First lien senior secured loan2023-03-310001287750Watermill Express, LLC and Watermill Express Holdings, LLC, Class A units2023-03-310001287750arcc:WatermillExpressLLCAndWatermillExpressHoldingsLLCMember2023-03-310001287750Winebow Holdings, Inc. and The Vintner Group, Inc., First lien senior secured loan2023-03-310001287750us-gaap-supplement:FoodAndBeverageSectorMember2023-03-310001287750Calyx Energy III, LLC, First lien senior secured loan2023-03-310001287750Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC, Second lien senior secured loan2023-03-310001287750GNZ Energy Bidco Limited and Galileo Co-investment Trust I, First lien senior secured loan2023-03-310001287750GNZ Energy Bidco Limited and Galileo Co-investment Trust I, Common units2023-03-310001287750arcc:GNZEnergyBidcoLimitedAndGalileoCoInvestmentTrustIMember2023-03-310001287750Halcon Holdings, LLC, First lien senior secured loan2023-03-310001287750Murchison Oil and Gas, LLC and Murchison Holdings, LLC, First lien senior secured loan2023-03-310001287750Murchison Oil and Gas, LLC and Murchison Holdings, LLC, Preferred units2023-03-310001287750arcc:MurchisonOilAndGasLLCAndMurchisonHoldingsLLCMember2023-03-310001287750Offen, Inc., First lien senior secured loan2023-03-310001287750SilverBow Resources, Inc., Common stock2023-03-310001287750VPROP Operating, LLC and V SandCo, LLC, First lien senior secured loan2023-03-310001287750VPROP Operating, LLC and V SandCo, LLC, First lien senior secured loan 22023-03-310001287750VPROP Operating, LLC and V SandCo, LLC, First lien senior secured loan 32023-03-310001287750VPROP Operating, LLC and V SandCo, LLC, Class A units2023-03-310001287750arcc:VPROPOperatingLLCAndVSandCoLLCMember2023-03-310001287750us-gaap-supplement:EnergySectorMember2023-03-310001287750Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P., Second lien senior secured loan2023-03-310001287750Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P., Class A preferred units2023-03-310001287750Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P., Series A preferred shares2023-03-310001287750arcc:BalrogAcquisitionIncBalrogTopcoIncAndBalrogParentLPMember2023-03-310001287750Continental Café, LLC and Infinity Ovation Yacht Charters, LLC, First lien senior secured revolving loan2023-03-310001287750Continental Café, LLC and Infinity Ovation Yacht Charters, LLC, First lien senior secured loan2023-03-310001287750arcc:ContinentalCafeLLCAndInfinityOvationYachtChartersLLCMember2023-03-310001287750DecoPac, Inc. and KCAKE Holdings Inc., First lien senior secured revolving loan2023-03-310001287750DecoPac, Inc. and KCAKE Holdings Inc., First lien senior secured loan2023-03-310001287750DecoPac, Inc. and KCAKE Holdings Inc., Common stock2023-03-310001287750arcc:DecoPacIncAndKCAKEHoldingsIncMember2023-03-310001287750FS Squared Holding Corp. and FS Squared, LLC, First lien senior secured revolving loan2023-03-310001287750FS Squared Holding Corp. and FS Squared, LLC, First lien senior secured loan2023-03-310001287750FS Squared Holding Corp. and FS Squared, LLC, Class A units2023-03-310001287750arcc:FSSquaredHoldingCorpAndFSSquaredLLCMember2023-03-310001287750JWC/KI Holdings, LLC, Membership units2023-03-310001287750LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest L.P., First lien senior secured loan2023-03-310001287750LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest L.P., Limited partnership interests2023-03-310001287750arcc:LJPerimeterBuyerIncAndLJPerimeterCoInvestLPMember2023-03-310001287750SFE Intermediate Holdco LLC, First lien senior secured revolving loan2023-03-310001287750SFE Intermediate Holdco LLC, First lien senior secured loan 12023-03-310001287750SFE Intermediate Holdco LLC, First lien senior secured loan 22023-03-310001287750SFE Intermediate Holdco LLC, First lien senior secured loan 32023-03-310001287750arcc:SFEIntermediateHoldcoLLCMember2023-03-310001287750VCP-EDC Co-Invest, LLC, Membership units2023-03-310001287750Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. , First lien senior secured revolving loan2023-03-310001287750Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. , First lien senior secured loan2023-03-310001287750Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. , Common units2023-03-310001287750arcc:WorldwideProduceAcquisitionLLCAndREPWWPCoinvestIVLPMember2023-03-310001287750ZB Holdco LLC & ZB Parent LLC, First lien senior secured revolving loan2023-03-310001287750ZB Holdco LLC & ZB Parent LLC, First lien senior secured loan2023-03-310001287750ZB Holdco LLC & ZB Parent LLC, Series A units2023-03-310001287750arcc:ZBHoldcoLLCZBParentLLCMember2023-03-310001287750arcc:ConsumerStaplesDistributionAndRetailMember2023-03-310001287750Abzena Holdings, Inc. and Astro Group Holdings Ltd., A ordinary shares2023-03-310001287750Alcami Corporation and ACM Holdings I, LLC, First lien senior secured loan2023-03-310001287750Alcami Corporation and ACM Holdings I, LLC, Second lien senior secured loan2023-03-310001287750arcc:AlcamiCorporationAndACMHoldingsILLCMember2023-03-310001287750Amryt Pharmaceuticals, Inc., First lien senior secured loan2023-03-310001287750Athyrium Buffalo LP, Limited partnership interests2023-03-310001287750Caerus Midco 3 S.à r.l., First lien senior secured loan2023-03-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., First lien senior secured revolving loan2023-03-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., First lien senior secured loan2023-03-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., Preferred units2023-03-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., Series A preferred shares2023-03-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., Class A common units2023-03-310001287750arcc:CobaltBuyerSubIncCobaltHoldingsILPAndCobaltIntermediateIIncMember2023-03-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC, First lien senior secured revolving loan2023-03-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC, First lien senior secured loan2023-03-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC, Class A-2 units2023-03-310001287750arcc:CovarisIntermediate3LLCCovarisParentLLCMember2023-03-310001287750NMC Skincare Intermediate Holdings II, LLC, First lien senior secured loan2023-03-310001287750NMC Skincare Intermediate Holdings II, LLC, First lien senior secured loan 22023-03-310001287750arcc:NMCSkincareIntermediateHoldingsIILLCMember2023-03-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan2023-03-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan 22023-03-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan 32023-03-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan 42023-03-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., Senior subordinated loan2023-03-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., Class A preferred units2023-03-310001287750arcc:NorthAmericanScienceAssociatesLLCCardinalPurchaserLLCAndCardinalTopcoHoldingsLPMember2023-03-310001287750TerSera Therapeutics LLC, First lien senior secured loan2023-03-310001287750TerSera Therapeutics LLC, First lien senior secured loan 22023-03-310001287750TerSera Therapeutics LLC, First lien senior secured loan 32023-03-310001287750arcc:TerSeraTherapeuticsLLCMember2023-03-310001287750Verista, Inc., First lien senior secured revolving loan2023-03-310001287750Verista, Inc., First lien senior secured loan2023-03-310001287750arcc:VeristaIncMember2023-03-310001287750Vertice Pharma UK Parent Limited, Preferred shares2023-03-310001287750arcc:PharmaceuticalsBiotechnologyAndLifeSciencesMember2023-03-310001287750ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP, First lien senior secured loan2023-03-310001287750ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP, Class A units2023-03-310001287750arcc:ASPRPacAcquisitionCoLLCAndASPRPacHoldingsLPMember2023-03-310001287750Halex Holdings, Inc., Common stock2023-03-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, First lien senior secured loan2023-03-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, First lien senior secured loan 22023-03-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, First lien senior secured loan 32023-03-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, Second lien senior secured loan2023-03-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, Common units2023-03-310001287750arcc:HFoodHoldingsLLCAndMatterhornParentLLCMember2023-03-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured revolving loan2023-03-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured loan2023-03-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured loan 22023-03-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured loan 32023-03-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., Class A preferred units2023-03-310001287750arcc:NelipakHoldingCompanyNelipakEuropeanHoldingsCooperatiefUAKNPAKHoldingsLPAndPAKNKNetherlandsTreasuryBVMember2023-03-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., First lien senior secured loan2023-03-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., First lien senior secured loan 22023-03-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., Class A preferred units2023-03-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., Class C units2023-03-310001287750arcc:NovipaxBuyerLLCAndNovipaxParentHoldingCompanyLLCMember2023-03-310001287750Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC, First lien senior secured loan2023-03-310001287750Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC, Second lien senior secured loan2023-03-310001287750Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC, Co-Invest units2023-03-310001287750arcc:PlaskolitePPCIntermediateIILLCAndPlaskolitePPCBlockerLLCMember2023-03-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured revolving loan2023-03-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured loan2023-03-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured loan 22023-03-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured loan 32023-03-310001287750arcc:PrecisionConceptsInternationalLLCAndPrecisionConceptsCanadaCorporationMember2023-03-310001287750SCI PH Parent, Inc., Series B shares2023-03-310001287750arcc:MaterialsSectorMember2023-03-310001287750Chariot Buyer LLC, First lien senior secured revolving loan2023-03-310001287750Chariot Buyer LLC, Second lien senior secured loan2023-03-310001287750arcc:ChariotBuyerLLCMember2023-03-310001287750Everspin Technologies, Inc., Warrant to purchase up to 18,461 shares of common stock2023-03-310001287750ITI Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750ITI Holdings, Inc., First lien senior secured revolving loan 22023-03-310001287750ITI Holdings, Inc., First lien senior secured revolving loan 32023-03-310001287750ITI Holdings, Inc., First lien senior secured loan2023-03-310001287750arcc:ITIHoldingsIncMember2023-03-310001287750Micromeritics Instrument Corp., First lien senior secured loan2023-03-310001287750PerkinElmer U.S. LLC and NM Polaris Co-Invest, L.P., First lien senior secured loan2023-03-310001287750PerkinElmer U.S. LLC and NM Polaris Co-Invest, L.P., Limited partnership interests2023-03-310001287750arcc:PerkinElmerUSLLCAndNMPolarisCoInvestLPMember2023-03-310001287750Repairify, Inc. and Repairify Holdings, LLC, First lien senior secured revolving loan2023-03-310001287750Repairify, Inc. and Repairify Holdings, LLC, Class A common units2023-03-310001287750arcc:RepairifyIncAndRepairifyHoldingsLLCMember2023-03-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured revolving loan2023-03-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured loan2023-03-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured loan 22023-03-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured loan 32023-03-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, Limited partnership interests2023-03-310001287750arcc:WildcatBuyerCoIncAndWildcatParentLPMember2023-03-310001287750arcc:TechnologyHardwareAndEquipmentMember2023-03-310001287750CDI Holdings III Corp. and CDI Holdings I Corp., First lien senior secured loan2023-03-310001287750CDI Holdings III Corp. and CDI Holdings I Corp., Common stock2023-03-310001287750arcc:CDIHoldingsIIICorpAndCDIHoldingsICorpMember2023-03-310001287750Foundation Consumer Brands, LLC, First lien senior secured loan2023-03-310001287750LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P., First lien senior secured loan2023-03-310001287750LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P., Preferred units2023-03-310001287750LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P., Class B common units2023-03-310001287750arcc:LifeStylesBidcoLtdLifestylesIntermediateHoldcoLtdAndLifeStylesParentLPMember2023-03-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P., First lien senior secured revolving loan2023-03-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P., First lien senior secured loan2023-03-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P., Limited partner interests2023-03-310001287750arcc:PremierSpecialtiesIncAndRMCFVCIVXLIVLPMember2023-03-310001287750RD Holdco Inc., Second lien senior secured loan2023-03-310001287750RD Holdco Inc., Common stock2023-03-310001287750RD Holdco Inc., Warrants to purchase shares of common stock2023-03-310001287750arcc:RDHoldcoIncMember2023-03-310001287750Walnut Parent, Inc., First lien senior secured loan2023-03-310001287750Walnut Parent, Inc., First lien senior secured loan 22023-03-310001287750arcc:WalnutParentIncMember2023-03-310001287750arcc:HouseholdAndPersonalProductsMember2023-03-310001287750Commercial Trailer Leasing, Inc., First lien senior secured loan2023-03-310001287750Commercial Trailer Leasing, Inc., Second lien senior secured loan2023-03-310001287750arcc:CommercialTrailerLeasingIncMember2023-03-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., First lien senior secured revolving loan2023-03-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., First lien senior secured loan2023-03-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., First lien senior secured loan 22023-03-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., Common stock2023-03-310001287750arcc:ShurCoAcquisitionIncAndShurCoHoldCoIncMember2023-03-310001287750arcc:TransportationMember2023-03-310001287750Aventiv Technologies, LLC and Securus Technologies Holdings, Inc., First lien senior secured loan2023-03-310001287750Aventiv Technologies, LLC and Securus Technologies Holdings, Inc., Second lien senior secured loan2023-03-310001287750arcc:AventivTechnologiesLLCAndSecurusTechnologiesHoldingsIncMember2023-03-310001287750Emergency Communications Network, LLC, First lien senior secured revolving loan2023-03-310001287750Emergency Communications Network, LLC, First lien senior secured loan2023-03-310001287750arcc:EmergencyCommunicationsNetworkLLCMember2023-03-310001287750arcc:TelecommunicationServicesMember2023-03-310001287750Excelligence Holdings Corp., First lien senior secured loan2023-03-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured revolving loan2023-03-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured revolving loan 22023-03-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured loan2023-03-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured loan 22023-03-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., Series A preferred stock2023-03-310001287750arcc:FlinnScientificIncAndWCIQuantumHoldingsIncMember2023-03-310001287750arcc:EducationMember2023-03-310001287750EUR, Royal Bank of Canada, Company Settlement Date April 28, 20232023-03-31iso4217:EUR0001287750arcc:RoyalBankOfCanadaMember2023-03-310001287750CAD, Royal Bank of Canada, Company Settlement Date April 28, 2023, Contract One2023-03-31iso4217:CAD0001287750CAD, Royal Bank of Canada, Company Settlement Date April 19, 20232023-03-310001287750GBP, Royal Bank of Canada, Company Settlement Date April 28, 20232023-03-31iso4217:GBP0001287750USD, Royal Bank of Canada, Company Settlement Date April 28, 20232023-03-310001287750NZD, Royal Bank of Canada, Company Settlement Date April 28, 20232023-03-31iso4217:NZD0001287750CAD, Canadian Imperial Bank of Commerce, Company Settlement Date April 28, 20232023-03-310001287750arcc:CanadianImperialBankOfCommerceMember2023-03-310001287750CAD, Royal Bank of Canada, Company Settlement Date April 28, 2023, Contract Two2023-03-310001287750CAD, Royal Bank of Canada, Company Settlement Date April 28, 2023, Contract Three2023-03-310001287750Apex Clean Energy TopCo, LLC2023-01-012023-03-310001287750Apex Clean Energy TopCo, LLC2023-03-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC2023-01-012023-03-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC2023-03-310001287750Blue Wolf Capital Fund II, L.P.2023-01-012023-03-310001287750Blue Wolf Capital Fund II, L.P.2023-03-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P.2023-01-012023-03-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P.2023-03-310001287750ESCP PPG Holdings, LLC2023-01-012023-03-310001287750ESCP PPG Holdings, LLC2023-03-310001287750European Capital UK SME Debt LP2023-01-012023-03-310001287750European Capital UK SME Debt LP2023-03-310001287750PCG-Ares Sidecar Investment, L.P.2023-01-012023-03-310001287750PCG-Ares Sidecar Investment, L.P.2023-03-310001287750PCG-Ares Sidecar Investment II, L.P.2023-01-012023-03-310001287750PCG-Ares Sidecar Investment II, L.P.2023-03-310001287750Production Resource Group, L.L.C. and PRG III, LLC2023-01-012023-03-310001287750Production Resource Group, L.L.C. and PRG III, LLC2023-03-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC2023-01-012023-03-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC2023-03-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc.2023-01-012023-03-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc.2023-03-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC2023-01-012023-03-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC2023-03-310001287750ACAS Equity Holdings Corporation2023-01-012023-03-310001287750ACAS Equity Holdings Corporation2023-03-310001287750ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc.2023-01-012023-03-310001287750ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc.2023-03-310001287750CoLTs 2005-1 Ltd.2023-01-012023-03-310001287750CoLTs 2005-1 Ltd.2023-03-310001287750Eckler Industries, Inc. and Eckler Purchaser LLC2023-01-012023-03-310001287750Eckler Industries, Inc. and Eckler Purchaser LLC2023-03-310001287750Halex Holdings, Inc.2023-01-012023-03-310001287750Halex Holdings, Inc.2023-03-310001287750HCI Equity, LLC2023-01-012023-03-310001287750HCI Equity, LLC2023-03-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC2023-01-012023-03-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC2023-03-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation2023-01-012023-03-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation2023-03-310001287750Ivy Hill Asset Management, L.P.2023-01-012023-03-310001287750Ivy Hill Asset Management, L.P.2023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P. and Asclepius Hodlings LLC2023-01-012023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P. and Asclepius Hodlings LLC2023-03-310001287750Potomac Intermediate Holdings II LLC2023-01-012023-03-310001287750Potomac Intermediate Holdings II LLC2023-03-310001287750PS Operating Company LLC and PS Op Holdings LLC2023-01-012023-03-310001287750PS Operating Company LLC and PS Op Holdings LLC2023-03-310001287750Rug Doctor, LLC and RD Holdco Inc.2023-01-012023-03-310001287750Rug Doctor, LLC and RD Holdco Inc.2023-03-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC)2023-01-012023-03-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC)2023-03-310001287750Senior Direct Lending Program, LLC2023-01-012023-03-310001287750Senior Direct Lending Program, LLC2023-03-310001287750Startec Equity, LLC2023-01-012023-03-310001287750Startec Equity, LLC2023-03-310001287750VPROP Operating, LLC and V SandCo, LLC2023-01-012023-03-310001287750VPROP Operating, LLC and V SandCo, LLC2023-03-310001287750arcc:SubordinatedCertificatesOfTheSDLPMembersrt:MinimumMemberarcc:AresCapitalCorporationMember2023-03-310001287750arcc:NonQualifyingAssetsMemberus-gaap:CustomerConcentrationRiskMemberarcc:InvestmentsAtFairValueAndOtherNonQualifyingAssetsMember2023-01-012023-03-310001287750McKenzie Creative Brands, LLC, First lien senior secured loan, First Out Tranche2023-03-310001287750DFC Global Facility Borrower III LLC, First lien senior secured revolving loan, Secured borrowing2023-03-310001287750Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC2023-03-310001287750ADG, LLC and RC IV GEDC Investor LLC2023-03-310001287750Advarra Holdings, Inc.2023-03-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC2023-03-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC2023-03-310001287750AIM Acquisition, LLC2023-03-310001287750Alcami Corporation and ACM Note Holdings, LLC2023-03-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP2023-03-310001287750Anaplan, Inc.2023-03-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua2023-03-310001287750Apex Service Partners, LLC2023-03-310001287750Applied Technical Services, LLC2023-03-310001287750Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc.2023-03-310001287750Apptio, Inc.2023-03-310001287750AQ Sage Buyer, LLC2023-03-310001287750AQ Sunshine, Inc.2023-03-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc2023-03-310001287750Argenbright Holdings V, LLC and Amberstone Security Group Limited2023-03-310001287750ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP2023-03-310001287750AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP2023-03-310001287750ATI Restoration, LLC2023-03-310001287750Atlas Intermediate III, L.L.C.2023-03-310001287750Avalara, Inc.2023-03-310001287750Aventine Intermediate LLC & Aventine Holdings II LLC2023-03-310001287750Avetta, LLC2023-03-310001287750AxiomSL Group, Inc. and Calypso Group, Inc.2023-03-310001287750Banyan Software Holdings, LLC and Banyan Software, LP2023-03-310001287750Beacon Pointe Harmony, LLC2023-03-310001287750Belfor Holdings, Inc.2023-03-310001287750Benecon Midco II LLC and Locutus Holdco LLC2023-03-310001287750Benefytt Technologies, Inc.2023-03-310001287750Berner Food & Beverage, LLC2023-03-310001287750BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC2023-03-310001287750Borrower R365 Holdings LLC2023-03-310001287750Bottomline Technologies, Inc. and Legal Spend Holdings, LLC2023-03-310001287750Businessolver.com, Inc.2023-03-310001287750Cadence Aerospace, LLC2023-03-310001287750Caerus Midco 3 S.Ã r.l.2023-03-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP2023-03-310001287750Captive Resources Midco, LLC2023-03-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc.2023-03-310001287750CCS-CMGC Holdings, Inc.2023-03-310001287750CDI Holdings III Corp. and CDI Holdings I Corp.2023-03-310001287750Center for Autism and Related Disorders, LLC2023-03-310001287750Centric Brands LLC and Centric Brands GP LLC2023-03-310001287750Chariot Buyer LLC2023-03-310001287750Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC2023-03-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc.2023-03-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc.2023-03-310001287750Commercial Trailer Leasing, Inc.2023-03-310001287750Community Brands ParentCo, LLC2023-03-310001287750Compex Legal Services, Inc.2023-03-310001287750Comprehensive EyeCare Partners, LLC2023-03-310001287750Concert Golf Partners Holdco LLC2023-03-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P.2023-03-310001287750Continental Café, LLC and Infinity Ovation Yacht Charters, LLC2023-03-310001287750Convera International Holdings Limited and Convera International Financial S.A R.L.2023-03-310001287750CoreLogic, Inc. and T-VIII Celestial Co-Invest LP2023-03-310001287750Cority Software Inc., Cority Software (USA) Inc., and Cority Parent, Inc.2023-03-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc.2023-03-310001287750Coupa Holdings, LLC and Coupa Software Incorporated2023-03-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC2023-03-310001287750Coyote Buyer, LLC2023-03-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC2023-03-310001287750CST Holding Company2023-03-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC2023-03-310001287750DecoPac, Inc. and KCAKE Holdings Inc.2023-03-310001287750Denali Holdco LLC and Denali Apexco LP2023-03-310001287750DFC Global Facility Borrower III LLC2023-03-310001287750DFS Holding Company, Inc.2023-03-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc.2023-03-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc.2023-03-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc.2023-03-310001287750DS Admiral Bidco, LLC2023-03-310001287750Dye & Durham Corporation2023-03-310001287750Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP2023-03-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc.2023-03-310001287750Elevation Services Parent Holdings, LLC2023-03-310001287750Emergency Communications Network, LLC2023-03-310001287750EP Wealth Advisors, LLC2023-03-310001287750EpiServer Inc. and Episerver Sweden Holdings AB2023-03-310001287750EPS NASS Parent, Inc.2023-03-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT2023-03-310001287750ESHA Research, LLC and RMCF VI CIV XLVIII, L.P.2023-03-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC2023-03-310001287750Extrahop Networks, Inc.2023-03-310001287750Faraday Buyer, LLC2023-03-310001287750FL Hawk Intermediate Holdings, Inc.2023-03-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc.2023-03-310001287750FM:Systems Group, LLC2023-03-310001287750Forescout Technologies, Inc.2023-03-310001287750Foundation Risk Partners, Corp.2023-03-310001287750FS Squared Holding Corp. and FS Squared, LLC2023-03-310001287750Galway Borrower LLC2023-03-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co.2023-03-310001287750GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC2023-03-310001287750GI Ranger Intermediate LLC2023-03-310001287750Global Music Rights, LLC2023-03-310001287750GNZ Energy Bidco Limited and Galileo Co-investment Trust I2023-03-310001287750Gotham Greens Holdings, PBC2023-03-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC2023-03-310001287750GroundWorks, LLC2023-03-310001287750HAI Acquisition Corporation and Aloha Topco, LLC2023-03-310001287750Harvey Tool Company, LLC2023-03-310001287750HealthEdge Software, Inc.2023-03-310001287750Heavy Construction Systems Specialists, LLC2023-03-310001287750Help/Systems Holdings, Inc.2023-03-310001287750HGC Holdings, LLC2023-03-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP2023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC2023-03-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC2023-03-310001287750Hometown Food Company2023-03-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP2023-03-310001287750Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P.2023-03-310001287750Inszone Mid, LLC and INSZ Holdings, LLC2023-03-310001287750IQN Holding Corp.2023-03-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P.2023-03-310001287750ITI Holdings, Inc.2023-03-310001287750JDC Healthcare Management, LLC2023-03-310001287750K2 Insurance Services, LLC and K2 Holdco LP2023-03-310001287750Kaseya Inc. and Knockout Intermediate Holdings I Inc.2023-03-310001287750KBHS Acquisition, LLC (d/b/a Alita Care, LLC)2023-03-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P.2023-03-310001287750Laboratories Bidco LLC and Laboratories Topco LLC2023-03-310001287750LeanTaaS Holdings, Inc.2023-03-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P.2023-03-310001287750Lew's Intermediate Holdings, LLC2023-03-310001287750Lido Advisors, LLC2023-03-310001287750LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P.2023-03-310001287750LJP Purchaser, Inc. and LJP Topco, LP2023-03-310001287750Lower ACS, Inc.2023-03-310001287750Majesco and Magic Topco, L.P.2023-03-310001287750Manna Pro Products, LLC2023-03-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P.2023-03-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP2023-03-310001287750McKenzie Creative Brands, LLC2023-03-310001287750Medline Borrower, LP2023-03-310001287750Micromeritics Instrument Corp.2023-03-310001287750Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp2023-03-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P.2023-03-310001287750Monica Holdco (US) Inc.2023-03-310001287750Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC2023-03-310001287750MRI Software LLC2023-03-310001287750Murchison Oil and Gas, LLC and Murchison Holdings, LLC2023-03-310001287750n2y Holding, LLC2023-03-310001287750NAS, LLC and Nationwide Marketing Group, LLC2023-03-310001287750National Intergovernmental Purchasing Alliance Company2023-03-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP2023-03-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V.2023-03-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P.2023-03-310001287750NMC Skincare Intermediate Holdings II, LLC2023-03-310001287750NMN Holdings III Corp. and NMN Holdings LP2023-03-310001287750Noble Aerospace, LLC2023-03-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC2023-03-310001287750North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC2023-03-310001287750North Haven Stack Buyer, LLC2023-03-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC2023-03-310001287750OneDigital Borrower LLC2023-03-310001287750Pathway Vet Alliance LLC and Jedi Group Holdings LLC2023-03-310001287750Patriot Growth Insurance Services, LLC2023-03-310001287750PDDS HoldCo, Inc.2023-03-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC2023-03-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC2023-03-310001287750Pelican Products, Inc.2023-03-310001287750People Corporation2023-03-310001287750Perforce Software, Inc.2023-03-310001287750PestCo Holdings, LLC and PestCo, LLC2023-03-310001287750Petroleum Service Group LLC2023-03-310001287750Petrus Buyer, Inc.2023-03-310001287750Petvisor Holdings, LLC2023-03-310001287750Ping Identity Holding Corp.2023-03-310001287750Pluralsight, Inc.2023-03-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation2023-03-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P.2023-03-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP2023-03-310001287750Prime Buyer, L.L.C.2023-03-310001287750ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P.2023-03-310001287750Project Essential Bidco, Inc. and Project Essential Super Parent, Inc.2023-03-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P.2023-03-310001287750Proofpoint, Inc.2023-03-310001287750Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings LLC2023-03-310001287750Pyramid-BMC IntermediateCo I, LLC and Pyramid Investors, LLC2023-03-310001287750QF Holdings, Inc.2023-03-310001287750Qnnect, LLC and Connector TopCo, LP2023-03-310001287750Radius Aerospace, Inc. and Radius Aerospace Europe Limited2023-03-310001287750Radwell Parent, LLC2023-03-310001287750Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC2023-03-310001287750RB Holdings InterCo, LLC2023-03-310001287750Reddy Ice LLC2023-03-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC2023-03-310001287750Reef Lifestyle, LLC2023-03-310001287750Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P.2023-03-310001287750Relativity ODA LLC2023-03-310001287750Repairify, Inc. and Repairify Holdings, LLC2023-03-310001287750Revalize, Inc.2023-03-310001287750Rialto Management Group, LLC2023-03-310001287750Riser Merger Sub, Inc.2023-03-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc.2023-03-310001287750Rodeo AcquisitionCo LLC2023-03-310001287750RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc.2023-03-310001287750RTI Surgical, Inc. and Pioneer Surgical Technology, Inc.2023-03-310001287750SageSure Holdings, LLC & Insight Catastrophe Group, LLC2023-03-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P.2023-03-310001287750SCIH Salt Holdings Inc.2023-03-310001287750SCM Insurance Services Inc.2023-03-310001287750SFE Intermediate Holdco LLC2023-03-310001287750Shermco Intermediate Holdings, Inc.2023-03-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc.2023-03-310001287750SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC2023-03-310001287750SM Wellness Holdings, Inc. and SM Holdco, LLC2023-03-310001287750Smarsh Inc. and Skywalker TopCo, LLC2023-03-310001287750Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp2023-03-310001287750Star US Bidco LLC2023-03-310001287750Sun Acquirer Corp. and Sun TopCo, LP2023-03-310001287750Sundance Group Holdings, Inc.2023-03-310001287750Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon2023-03-310001287750Sunrun Luna Holdco 2021, LLC2023-03-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC2023-03-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc.2023-03-310001287750Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC2023-03-310001287750Systems Planning and Analysis, Inc.2023-03-310001287750TA/WEG Holdings, LLC2023-03-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C.2023-03-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P.2023-03-310001287750TCP Hawker Intermediate LLC2023-03-310001287750TerSera Therapeutics LLC2023-03-310001287750The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc.2023-03-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP2023-03-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC2023-03-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P.2023-03-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP2023-03-310001287750Thermostat Purchaser III, Inc.2023-03-310001287750THG Acquisition, LLC2023-03-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P.2023-03-310001287750Trader Corporation and Project Auto Finco Corp.2023-03-310001287750Two Six Labs, LLC2023-03-310001287750UKG Inc. and H&F Unite Partners, L.P.2023-03-310001287750United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP2023-03-310001287750US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P.2023-03-310001287750Verista, Inc.2023-03-310001287750Verscend Holding Corp.2023-03-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P.2023-03-310001287750VRC Companies, LLC2023-03-310001287750VS Buyer, LLC2023-03-310001287750Waverly Advisors, LLC2023-03-310001287750WebPT, Inc.2023-03-310001287750Wellness AcquisitionCo, Inc.2023-03-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP2023-03-310001287750WorkWave Intermediate II, LLC2023-03-310001287750Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P.2023-03-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC2023-03-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC2023-03-310001287750YE Brands Holdings, LLC2023-03-310001287750ZB Holdco LLC & ZB Parent LLC2023-03-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP2023-03-310001287750arcc:RevolvingAndDelayedDrawLoanCommitmentsMember2023-03-310001287750AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP 12023-03-310001287750Athyrium Buffalo LP2023-03-310001287750High Street Buyer, Inc. and High Street Holdco LLC 12023-03-310001287750LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P. 12023-03-310001287750Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp 12023-03-310001287750PCG-Ares Sidecar Investment, L.P. and PCG-Ares Sidecar Investment II, L.P.2023-03-310001287750Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. 12023-03-310001287750arcc:EquityInvestmentCommitmentsMember2023-03-310001287750arcc:SeniorDirectLendingProgramMemberarcc:AresCapitalCorporationMember2023-03-3100012877502U, Inc., First lien senior secured loan2022-12-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, First lien senior secured loan 12022-12-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, First lien senior secured loan 22022-12-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC, Senior subordinated loan2022-12-310001287750arcc:AffiniPayMidcoLLCAndAffiniPayIntermediateHoldingsLLCMember2022-12-310001287750Anaplan, Inc., First lien senior secured loan2022-12-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua, First lien senior secured loan 12022-12-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua, First lien senior secured loan 22022-12-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua, Limited partnership units2022-12-310001287750arcc:AnaquaParentHoldingsIncAstorgVIICoInvestAnaquaMember2022-12-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC, First lien senior secured loan2022-12-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC, Class A membership units2022-12-310001287750arcc:APGIntermediateHoldingsCorporationAndAPGHoldingsLLCMember2022-12-310001287750Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc., First lien senior secured loan2022-12-310001287750Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc., Series A preferred shares2022-12-310001287750arcc:ApprissHealthLLCAndApprissHealthIntermediateHoldingsIncMember2022-12-310001287750Apptio, Inc., First lien senior secured revolving loan2022-12-310001287750Apptio, Inc., First lien senior secured loan2022-12-310001287750arcc:ApptioIncMember2022-12-310001287750Avalara, Inc., First lien senior secured loan2022-12-310001287750Avetta, LLC, First lien senior secured loan2022-12-310001287750AxiomSL Group, Inc. and Calypso Group, Inc., First lien senior secured loan2022-12-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, First lien senior secured revolving loan2022-12-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, First lien senior secured loan 12022-12-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, First lien senior secured loan 22022-12-310001287750Banyan Software Holdings, LLC and Banyan Software, LP, Preferred units2022-12-310001287750arcc:BanyanSoftwareHoldingsLLCAndBanyanSoftwareLPMember2022-12-310001287750Borrower R365 Holdings LLC, First lien senior secured loan 12022-12-310001287750Borrower R365 Holdings LLC, First lien senior secured loan 22022-12-310001287750arcc:BorrowerR365HoldingsLLCMember2022-12-310001287750Bottomline Technologies, Inc., First lien senior secured loan2022-12-310001287750Businessolver.com, Inc., First lien senior secured loan2022-12-310001287750CallMiner, Inc., Warrant to purchase up to 2,350,636 shares of Series 1 preferred stock2022-12-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Second lien senior secured loan2022-12-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Series A preferred shares2022-12-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Series A-2 preferred shares2022-12-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc., Series A-3 preferred shares2022-12-310001287750arcc:CardinalParentIncAndPackersSoftwareIntermediateHoldingsIncMember2022-12-310001287750Community Brands ParentCo, LLC, First lien senior secured loan2022-12-310001287750Community Brands ParentCo, LLC, Class A units2022-12-310001287750arcc:CommunityBrandsParentCoLLCMember2022-12-310001287750Computer Services, Inc., First lien senior secured loan2022-12-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured revolving loan2022-12-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured loan 12022-12-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured loan 22022-12-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., First lien senior secured loan 32022-12-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., Common units2022-12-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P., Series A common units2022-12-310001287750arcc:ConsilioMidcoLimitedCompusoftUSLLCAndConsilioInvestmentHoldingsLPMember2022-12-310001287750CoreLogic, Inc. and T-VIII Celestial Co-Invest LP, Second lien senior secured loan2022-12-310001287750CoreLogic, Inc. and T-VIII Celestial Co-Invest LP, Limited partnership units2022-12-310001287750arcc:CoreLogicIncAndTVIIICelestialCoInvestLPMember2022-12-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan2022-12-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan 22022-12-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan 32022-12-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., First lien senior secured loan 42022-12-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., Preferred equity2022-12-310001287750Cority Software Inc., Cority Software (USA) Inc. and Cority Parent, Inc., Common equity2022-12-310001287750arcc:CoritySoftwareIncCoritySoftwareUSAIncAndCorityParentIncMember2022-12-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., Second lien senior secured loan2022-12-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., Series A preferred shares2022-12-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc., Class A-1 common stock2022-12-310001287750arcc:CornerstoneOnDemandIncAndSunshineSoftwareHoldingsIncMember2022-12-310001287750Datix Bidco Limited, First lien senior secured loan2022-12-310001287750Datix Bidco Limited, Second lien senior secured loan2022-12-310001287750arcc:DatixBidcoLimitedMember2022-12-310001287750Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P., First lien senior secured loan2022-12-310001287750Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P., Second lien senior secured loan2022-12-310001287750Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P., Series A preferred shares2022-12-310001287750Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P., Series A units2022-12-310001287750arcc:DcertBuyerIncDCertPreferredHoldingsIncAndDestinyDigitalHoldingsLPMember2022-12-310001287750Denali Holdco LLC and Denali Apexco LP, First lien senior secured loan2022-12-310001287750Denali Holdco LLC and Denali Apexco LP, First lien senior secured loan 22022-12-310001287750Denali Holdco LLC and Denali Apexco LP, Class A units2022-12-310001287750arcc:DenaliHoldcoLLCAndDenaliApexcoLPMember2022-12-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured revolving loan2022-12-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 12022-12-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 22022-12-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 32022-12-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., First lien senior secured loan 42022-12-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc., Preferred stock2022-12-310001287750arcc:DiligentCorporationAndDiligentPreferredIssuerIncMember2022-12-310001287750Drilling Info Holdings, Inc. and Titan DI Preferred Holdings, Inc., Second lien senior secured loan2022-12-310001287750Drilling Info Holdings, Inc. and Titan DI Preferred Holdings, Inc., Preferred stock2022-12-310001287750arcc:DrillingInfoHoldingsIncAndTitanDIPreferredHoldingsIncMember2022-12-310001287750DS Admiral Bidco, LLC, First lien senior secured loan2022-12-310001287750Dye & Durham Corporation, First lien senior secured revolving loan2022-12-310001287750Dye & Durham Corporation, First lien senior secured loan2022-12-310001287750arcc:DyeDurhamCorporationMember2022-12-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured loan 12022-12-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured loan 22022-12-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc., First lien senior secured loan 32022-12-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc, Preferred equity2022-12-310001287750arcc:ElemicaParentIncEZElemicaHoldingsIncMember2022-12-310001287750EP Purchaser, LLC and TPG VIII EP Co-Invest II, L.P., Second lien senior secured loan2022-12-310001287750EP Purchaser, LLC and TPG VIII EP Co-Invest II, L.P., Partnership units2022-12-310001287750arcc:EPPurchaserLLCAndTPGVIIIEPCoInvestIILPMember2022-12-310001287750EpiServer Inc. and Episerver Sweden Holdings AB, First lien senior secured loan 12022-12-310001287750EpiServer Inc. and Episerver Sweden Holdings AB, First lien senior secured loan 22022-12-310001287750EpiServer Inc. and Episerver Sweden Holdings AB, First lien senior secured loan 32022-12-310001287750arcc:EpiServerIncAndEpiserverSwedenHoldingsABMember2022-12-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT, Second lien senior secured loan 12022-12-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT, Second lien senior secured loan 22022-12-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT, Limited partnership interest2022-12-310001287750arcc:EResearchTechnologyIncAndAstorgVIICoInvestERTMember2022-12-310001287750ESHA Research, LLC and RMCF VI CIV XLVIII, L.P., First lien senior secured loan2022-12-310001287750ESHA Research, LLC and RMCF VI CIV XLVIII, L.P., Limited partner interests2022-12-310001287750arcc:ESHAResearchLLCAndRMCFVICIVXLVIIILPMember2022-12-310001287750Extrahop Networks, Inc., First lien senior secured loan2022-12-310001287750First Insight, Inc., Warrant to purchase units of Series C preferred stock2022-12-310001287750FM:Systems Group, LLC, First lien senior secured loan 12022-12-310001287750FM:Systems Group, LLC, First lien senior secured loan 22022-12-310001287750arcc:FMSystemsGroupLLCMember2022-12-310001287750Forescout Technologies, Inc., First lien senior secured loan 12022-12-310001287750Forescout Technologies, Inc., First lien senior secured loan 22022-12-310001287750arcc:ForescoutTechnologiesIncMember2022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., First lien senior secured revolving loan2022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., First lien senior secured loan 12022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., First lien senior secured loan 22022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Second lien senior secured loan 12022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Second lien senior secured loan 22022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Second lien senior secured loan 32022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co., Class A common stock2022-12-310001287750arcc:GenesisAcquisitionCoAndGenesisUltimateHoldingCoMember2022-12-310001287750GI Ranger Intermediate LLC, First lien senior secured revolving loan2022-12-310001287750GI Ranger Intermediate LLC, First lien senior secured loan 12022-12-310001287750GI Ranger Intermediate LLC, First lien senior secured loan 22022-12-310001287750arcc:GIRangerIntermediateLLCMember2022-12-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 12022-12-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 22022-12-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 32022-12-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, First lien senior secured loan 42022-12-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, Senior subordinated loan2022-12-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC, Preferred units2022-12-310001287750arcc:GraphPADSoftwareLLCInsightfulScienceIntermediateILLCAndInsightfulScienceHoldingsLLCMember2022-12-310001287750GSV PracticeTek Holdings, LLC, Class A units2022-12-310001287750Heavy Construction Systems Specialists, LLC, First lien senior secured loan2022-12-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, First lien senior secured revolving loan2022-12-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, First lien senior secured loan2022-12-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, Senior subordinated loan2022-12-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP, Common units2022-12-310001287750arcc:HuskiesParentIncGIInsurityParentLLCAndGIInsurityTopcoLPMember2022-12-310001287750Imprivata, Inc., Second lien senior secured loan2022-12-310001287750Inmar, Inc., Second lien senior secured loan2022-12-310001287750IQN Holding Corp., First lien senior secured loan 12022-12-310001287750IQN Holding Corp., First lien senior secured loan 22022-12-310001287750arcc:IONHoldingCorpMember2022-12-310001287750IV Rollover Holdings, LLC, Class B units2022-12-310001287750IV Rollover Holdings, LLC, Class X units2022-12-310001287750arcc:IVRolloverHoldingsLLCMember2022-12-310001287750Kaseya Inc. and Knockout Intermediate Holdings I Inc., First lien senior secured loan2022-12-310001287750Kaseya Inc. and Knockout Intermediate Holdings I Inc., Preferred stock2022-12-310001287750arcc:KaseyaIncAndKnockoutIntermediateHoldingsIIncMember2022-12-310001287750LeanTaas Holdings, Inc., First lien senior secured loan2022-12-310001287750Majesco and Magic Topco, L.P., First lien senior secured loan2022-12-310001287750Majesco and Magic Topco, L.P., Class A units2022-12-310001287750Majesco and Magic Topco, L.P., Class B units2022-12-310001287750arcc:MajescoAndMagicTopcoLPMember2022-12-310001287750Mimecast Borrowerco, Inc. and Magnesium Co-Invest SCSp, First lien senior secured loan 12022-12-310001287750Mimecast Borrowerco, Inc. and Magnesium Co-Invest SCSp, First lien senior secured loan 22022-12-310001287750Mimecast Borrowerco, Inc. and Magnesium Co-Invest SCSp, Limited partnership interest2022-12-310001287750arcc:MimecastBorrowercoIncAndMagnesiumCoInvestSCSpMember2022-12-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P., First lien senior secured revolving loan2022-12-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P., First lien senior secured loan2022-12-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P., Limited partner interests2022-12-310001287750arcc:MinistryBrandsHoldingsLLCAndRCPMBInvestmentsBLPMember2022-12-310001287750Mitchell International, Inc., Second lien senior secured loan2022-12-310001287750Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC, First lien senior secured loan2022-12-310001287750Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC, Class A units2022-12-310001287750arcc:MoonrakerAcquisitionCoLLCAndMoonrakerHoldCoLLCMember2022-12-310001287750MRI Software LLC, First lien senior secured loan 12022-12-310001287750MRI Software LLC, First lien senior secured loan 22022-12-310001287750arcc:MRISoftwareLLCMember2022-12-310001287750OpenMarket Inc., First lien senior secured loan2022-12-310001287750Paya, Inc and GTCR-Ultra Holdings LLC, Class B units2022-12-310001287750PayNearMe, Inc., Warrant to purchase up to 195,726 shares of Series E preferred stock2022-12-310001287750PDDS Holdco, Inc., First lien senior secured loan2022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, First lien senior secured revolving loan2022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, First lien senior secured loan2022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 12022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 22022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 32022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Second lien senior secured loan 42022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Series A preferred stock2022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC, Class A units2022-12-310001287750arcc:PDITAHoldingsIncPeachtreeParentIncAndInsightPDIHoldingsLLCMember2022-12-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, First lien senior secured loan 12022-12-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, First lien senior secured loan 22022-12-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, First lien senior secured loan 32022-12-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC, Class A units2022-12-310001287750arcc:PegasusGlobalEnterpriseHoldingsLLCMekoneBlockerAcquisitionIncAndMekoneParentLLCMember2022-12-310001287750Petvisor Holdings, LLC, First lien senior secured loan2022-12-310001287750Ping Identity Holding Corp., First lien senior secured loan2022-12-310001287750Pluralsight, Inc., First lien senior secured revolving loan2022-12-310001287750Pluralsight, Inc., First lien senior secured loan2022-12-310001287750arcc:PluralsightIncMember2022-12-310001287750Poplicus Incorporated, Warrant to purchase shares of Series C preferred stock2022-12-310001287750Poplicus Incorporated, Warrant to purchase up to 2,402,991 shares of Series C preferred stock2022-12-310001287750ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P., First lien senior secured loan2022-12-310001287750ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P., Limited partnership units2022-12-310001287750arcc:ProfitSolvPurchaserIncAndPSCoInvestLPMember2022-12-310001287750Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc., First lien senior secured loan2022-12-310001287750Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc., Class A common stock2022-12-310001287750Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc., Class B common stock2022-12-310001287750arcc:ProjectAlphaIntermediateHoldingIncAndQlikParentIncMember2022-12-310001287750Project Essential Bidco, Inc. and Project Essential Super Parent, Inc., First lien senior secured loan2022-12-310001287750Project Essential Bidco, Inc. and Project Essential Super Parent, Inc., Preferred shares2022-12-310001287750arcc:ProjectEssentialBidcoIncAndProjectEssentialSuperParentIncMember2022-12-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured revolving loan2022-12-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured loan 12022-12-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured loan 22022-12-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured loan 32022-12-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., First lien senior secured loan 42022-12-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P., Class B units2022-12-310001287750arcc:ProjectPotterBuyerLLCAndProjectPotterParentLPMember2022-12-310001287750Proofpoint, Inc., First lien senior secured loan2022-12-310001287750Proofpoint, Inc., Second lien senior secured loan2022-12-310001287750arcc:ProofpointIncMember2022-12-310001287750QF Holdings, Inc., First lien senior secured loan 12022-12-310001287750QF Holdings, Inc., First lien senior secured loan 22022-12-310001287750QF Holdings, Inc., First lien senior secured loan 32022-12-310001287750arcc:QFHoldingsIncMember2022-12-310001287750Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC, First lien senior secured loan2022-12-310001287750Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC, Class A common units2022-12-310001287750arcc:RaptorTechnologiesLLCSycamoreBidcoLTDAndRocketParentLLCMember2022-12-310001287750RealPage, Inc., Second lien senior secured loan2022-12-310001287750Regent Education, Inc., Warrant to purchase up to 5,393,194 shares of common stock2022-12-310001287750Regent Education, Inc., Warrant to purchase up to 987 shares of common stock2022-12-310001287750arcc:RegentEducationIncMember2022-12-310001287750Relativity ODA LLC, First lien senior secured loan2022-12-310001287750Revalize, Inc., First lien senior secured loan 12022-12-310001287750Revalize, Inc., First lien senior secured loan 22022-12-310001287750arcc:RevalizeIncMember2022-12-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc., First lien senior secured loan2022-12-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc., First lien senior secured loan 22022-12-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc., Class A common stock2022-12-310001287750arcc:RMSHoldcoIILLCRMSGroupHoldingsIncMember2022-12-310001287750Smarsh Inc. and Skywalker TopCo, LLC, First lien senior secured loan2022-12-310001287750Smarsh Inc. and Skywalker TopCo, LLC, Common units2022-12-310001287750arcc:SmarshIncAndSkywalkerTopCoLLCMember2022-12-310001287750SocialFlow, Inc., Warrant to purchase shares of Series C preferred stock2022-12-310001287750Sophia, L.P., Second lien senior secured loan2022-12-310001287750SoundCloud Limited, Common stock2022-12-310001287750Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp, First lien senior secured loan2022-12-310001287750Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp, Limited partner interests2022-12-310001287750arcc:SpiritRRHoldingsIncAndWinterfellCoInvestSCSpMember2022-12-310001287750Stamps.com Inc., First lien senior secured loan2022-12-310001287750Storable, Inc. and EQT IX Co-Investment (E) SCSP, Second lien senior secured loan2022-12-310001287750Storable, Inc. and EQT IX Co-Investment (E) SCSP, Second lien senior secured loan 22022-12-310001287750Storable, Inc. and EQT IX Co-Investment (E) SCSP, Limited partnership interests2022-12-310001287750arcc:StorableIncAndEQTIXCoInvestmentESCSPMember2022-12-310001287750Sundance Group Holdings, Inc., First lien senior secured loan 12022-12-310001287750Sundance Group Holdings, Inc., First lien senior secured loan 22022-12-310001287750arcc:SundanceGroupHoldingsIncMember2022-12-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C., First lien senior secured revolving loan2022-12-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C., First lien senior secured loan2022-12-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C., Class A-2 units2022-12-310001287750arcc:TamarackIntermediateLLCAndTamarackParentLLCMember2022-12-310001287750TCP Hawker Intermediate LLC, First lien senior secured revolving loan2022-12-310001287750TCP Hawker Intermediate LLC, First lien senior secured loan 2022-12-310001287750TCP Hawker Intermediate LLC, First lien senior secured loan 22022-12-310001287750arcc:TCPHawkerIntermediateLLCMember2022-12-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., First lien secured notes2022-12-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., First lien senior secured loan2022-12-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., Second lien senior secured loan2022-12-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., Series A preferred stock2022-12-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P., Limited partnership interests2022-12-310001287750arcc:TibCoSoftwareIncPicardParentIncPicardMidCoIncPicardHoldCoLLCAndElliottAltoCoInvestorAggregatorLPMember2022-12-310001287750UKG Inc. and H&F Unite Partners, L.P., First lien senior secured revolving loan2022-12-310001287750UKG Inc. and H&F Unite Partners, L.P., Limited partnership interests2022-12-310001287750arcc:UKGIncAndHFUnitePartnersLPMember2022-12-310001287750WebPT, Inc., First lien senior secured revolving loan2022-12-310001287750WebPT, Inc., First lien senior secured loan2022-12-310001287750arcc:WebPTIncMember2022-12-310001287750Wellness AcquisitionCo, Inc., First lien senior secured loan2022-12-310001287750WorkWave Intermediate II, LLC, First lien senior secured loan 12022-12-310001287750WorkWave Intermediate II, LLC, First lien senior secured loan 22022-12-310001287750arcc:WorkWaveIntermediateIILLCMember2022-12-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP, First lien senior secured loan2022-12-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP, Series A preferred stock2022-12-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP, Class A common units2022-12-310001287750arcc:ZenDeskIncZoroTopCoIncAndZoroTopCoLPMember2022-12-310001287750arcc:SoftwareAndServicesMember2022-12-310001287750AQ Sage Buyer, LLC, First lien senior secured loan2022-12-310001287750BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC, First lien senior secured loan2022-12-310001287750BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC, Senior subordinated loan2022-12-310001287750BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC, Common units2022-12-310001287750arcc:BCCBlueprintHoldingsILLCAndBCCBlueprintInvestmentsLLCMember2022-12-310001287750Beacon Pointe Harmony, LLC, First lien senior secured loan2022-12-310001287750Convera International Holdings Limited and Convera International Financial S.A R.L., First lien senior secured loan2022-12-310001287750CrossCountry Mortgage, LLC, First lien senior secured loan2022-12-310001287750DFC Global Facility Borrower III LLC, First lien senior secured revolving loan2022-12-310001287750eCapital Finance Corp., Senior subordinated loan 12022-12-310001287750eCapital Finance Corp., Senior subordinated loan 22022-12-310001287750eCapital Finance Corp., Senior subordinated loan 32022-12-310001287750eCapital Finance Corp., Senior subordinated loan 42022-12-310001287750arcc:ECapitalFinanceCorpMember2022-12-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 12022-12-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 22022-12-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 32022-12-310001287750EP Wealth Advisors, LLC, First lien senior secured loan 42022-12-310001287750arcc:EPWealthAdvisorsLLCMember2022-12-310001287750HighTower Holding, LLC, Senior subordinated loan2022-12-310001287750Ivy Hill Asset Management, L.P., Senior subordinated loan2022-12-310001287750Ivy Hill Asset Management, L.P., Member interest2022-12-310001287750arcc:IvyHillAssetManagementLPMember2022-12-310001287750Lido Advisors, LLC, First lien senior secured revolving loan2022-12-310001287750LS DE LLC and LM LSQ Investors LLC, Senior subordinated loan 12022-12-310001287750LS DE LLC and LM LSQ Investors LLC, Senior subordinated loan 22022-12-310001287750LS DE LLC and LM LSQ Investors LLC, Membership units2022-12-310001287750arcc:LSDELLCAndLMLSQInvestorsLLCMember2022-12-310001287750Monica Holdco (US) Inc., First lien senior secured revolving loan2022-12-310001287750Monica Holdco (US) Inc., First lien senior secured loan2022-12-310001287750arcc:MonicaHoldcoUSIncMember2022-12-310001287750Petrus Buyer, Inc., First lien senior secured loan2022-12-310001287750Priority Holdings, LLC and Priority Technology Holdings, Inc., First lien senior secured loan2022-12-310001287750Priority Holdings, LLC and Priority Technology Holdings, Inc., Senior preferred stock2022-12-310001287750Priority Holdings, LLC and Priority Technology Holdings, Inc., Warrant to purchase up to 527,226 units of common stock2022-12-310001287750arcc:PriorityHoldingsLLCAndPriorityTechnologyHoldingsIncMember2022-12-310001287750Rialto Management Group, LLC, First lien senior secured revolving loan2022-12-310001287750Rialto Management Group, LLC, First lien senior secured loan 12022-12-310001287750Rialto Management Group, LLC, First lien senior secured loan 22022-12-310001287750Rialto Management Group, LLC, First lien senior secured loan 32022-12-310001287750arcc:RialtoManagementGroupLLCMember2022-12-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 12022-12-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 22022-12-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 32022-12-310001287750TA/WEG Holdings, LLC, First lien senior secured loan 42022-12-310001287750arcc:TAWEGHoldingsLLCMember2022-12-310001287750The Edelman Financial Center, LLC, Second lien senior secured loan2022-12-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, First lien senior secured revolving loan2022-12-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, First lien senior secured loan2022-12-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, Senior subordinated loan2022-12-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, Series A preferred units2022-12-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC, Common units2022-12-310001287750arcc:TheMatherGroupLLCTVGTMGTopcoIncAndTVGTMGHoldingsLLCMember2022-12-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, First lien senior secured loan2022-12-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class A units2022-12-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class A units 22022-12-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class B units2022-12-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP, Class B units 22022-12-310001287750arcc:TheUltimusGroupMidcoLLCTheUltimusGroupLLCAndTheUltimusGroupAggregatorLPMember2022-12-310001287750Waverly Advisors, LLC, First lien senior secured loan2022-12-310001287750us-gaap:FinancialServicesSectorMember2022-12-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC, First lien senior secured revolving loan 12022-12-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC, First lien senior secured revolving loan 22022-12-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC, First lien senior secured loan2022-12-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC, Class A common units2022-12-310001287750arcc:AbsoluteDentalGroupLLCAndAbsoluteDentalEquityLLCMember2022-12-310001287750ADG, LLC and RC IV GEDC Investor LLC, First lien senior secured revolving loan 12022-12-310001287750ADG, LLC and RC IV GEDC Investor LLC, First lien senior secured revolving loan 22022-12-310001287750ADG, LLC and RC IV GEDC Investor LLC, Second lien senior secured loan2022-12-310001287750ADG, LLC and RC IV GEDC Investor LLC, Membership units2022-12-310001287750arcc:ADGLLCAndRCIVGEDCInvestorLLCMember2022-12-310001287750Advarra Holdings, Inc., First lien senior secured loan2022-12-310001287750AHR Funding Holdings, Inc. and AHR Parent Holdings, LP, Series A preferred shares2022-12-310001287750AHR Funding Holdings, Inc. and AHR Parent Holdings, LP, Preferred units2022-12-310001287750AHR Funding Holdings, Inc. and AHR Parent Holdings, LP, Class B common units2022-12-310001287750arcc:AHRFundingHoldingsIncAndAHRParentHoldingsLPMember2022-12-310001287750AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP, Series A preferred stock2022-12-310001287750AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP, Class A units2022-12-310001287750arcc:AthenaHealthGroupIncMinervaHoldcoIncAndBCPECoInvestALPMember2022-12-310001287750BAART Programs, Inc., MedMark Services, Inc., and Canadian Addiction Treatment Centres LP, First lien senior secured loan2022-12-310001287750Bambino Group Holdings, LLC, Class A preferred units2022-12-310001287750CCS-CMGC Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750CCS-CMGC Holdings, Inc., First lien senior secured loan2022-12-310001287750arcc:CCSCMGCHoldingsIncMember2022-12-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured revolving loan2022-12-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured revolving loan 22022-12-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured loan 12022-12-310001287750Center for Autism and Related Disorders, LLC, First lien senior secured loan 22022-12-310001287750arcc:CenterForAutismAndRelatedDisordersLLCMember2022-12-310001287750Color Intermediate, LLC First lien senior secured loan2022-12-310001287750Comprehensive EyeCare Partners, LLC, First lien senior secured revolving loan2022-12-310001287750Comprehensive EyeCare Partners, LLC, First lien senior secured loan2022-12-310001287750arcc:ComprehensiveEyeCarePartnersLLCMember2022-12-310001287750Convey Health Solutions, Inc., First lien senior secured loan 12022-12-310001287750Convey Health Solutions, Inc., First lien senior secured loan 22022-12-310001287750Convey Health Solutions, Inc., First lien senior secured loan 32022-12-310001287750arcc:ConveyHealthSolutionsIncMember2022-12-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC, First lien senior secured loan2022-12-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC, Class A shares2022-12-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC, Common units2022-12-310001287750arcc:CrownCTParentIncCrownCTHoldCoIncAndCrownCTManagementLLCMember2022-12-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 12022-12-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 22022-12-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 32022-12-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, First lien senior secured loan 42022-12-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC, Common stock2022-12-310001287750arcc:CVPHoldcoIncAndOMERSWildcatsInvestmentHoldingsLLCMember2022-12-310001287750Ensemble RCM, LLC, First lien senior secured loan2022-12-310001287750Evolent Health LLC, First lien senior secured loan2022-12-310001287750Explorer Investor, Inc, First lien senior secured loan2022-12-310001287750GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC, Second lien senior secured loan2022-12-310001287750GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC, Class A units2022-12-310001287750arcc:GHXUltimateParentCorporationCommerceParentIncAndCommerceTopcoLLCMember2022-12-310001287750Global Medical Response, Inc. and GMR Buyer Corp., First lien senior secured loan 12022-12-310001287750Global Medical Response, Inc. and GMR Buyer Corp., First lien senior secured loan 22022-12-310001287750Global Medical Response, Inc. and GMR Buyer Corp., Second lien senior secured loan2022-12-310001287750Global Medical Response, Inc. and GMR Buyer Corp., Warrant to purchase up to 115,733 units of common stock2022-12-310001287750Global Medical Response, Inc. and GMR Buyer Corp., Warrant to purchase up to 1,926.57 units of common stock2022-12-310001287750arcc:GlobalMedicalResponseIncAndGMRBuyerCorpMember2022-12-310001287750Hanger, Inc, First lien senior secured loan 12022-12-310001287750Hanger, Inc, First lien senior secured loan 22022-12-310001287750arcc:HangerIncMember2022-12-310001287750HealthEdge Software, Inc., First lien senior secured revolving loan2022-12-310001287750HealthEdge Software, Inc., First lien senior secured loan2022-12-310001287750arcc:HealthEdgeSoftwareIncMember2022-12-310001287750Honor Technology, Inc., First lien senior secured loan2022-12-310001287750Honor Technology, Inc., Warrant to purchase up to 133,333 units of series D-2 preferred stock2022-12-310001287750arcc:HonorTechnologyIncMember2022-12-310001287750JDC Healthcare Management, LLC, First lien senior secured revolving loan2022-12-310001287750JDC Healthcare Management, LLC, First lien senior secured loan2022-12-310001287750arcc:JDCHealthcareManagementLLCMember2022-12-310001287750KBHS Acquisition, LLC (d/b/a Alita Care, LLC), First lien senior secured revolving loan2022-12-310001287750Lifescan Global Corporation, First lien senior secured loan2022-12-310001287750Lifescan Global Corporation, Second lien senior secured loan2022-12-310001287750arcc:LifescanGlobalCorporationMember2022-12-310001287750Medline Borrower, LP, First lien senior secured revolving loan2022-12-310001287750Napa Management Services Corporation and ASP NAPA Holdings, LLC, Senior preferred units2022-12-310001287750Napa Management Services Corporation and ASP NAPA Holdings, LLC, Preferred units2022-12-310001287750Napa Management Services Corporation and ASP NAPA Holdings, LLC, Class A units2022-12-310001287750arcc:NapaManagementServicesCorporationAndASPNAPAHoldingsLLCMember2022-12-310001287750NMN Holdings III Corp. and NMN Holdings LP, First lien senior secured revolving loan2022-12-310001287750NMN Holdings III Corp. and NMN Holdings LP, Partnership units2022-12-310001287750arcc:NMNHoldingsIIICorpAndNMNHoldingsLPMember2022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, First lien senior secured loan2022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, First lien senior secured loan 22022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Preferred stock2022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Preferred units2022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Common units2022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC, Class A common units2022-12-310001287750arcc:OlympiaAcquisitionIncAndOlympiaTopCoLPMember2022-12-310001287750OMH-HealthEdge Holdings, LLC, First lien senior secured loan2022-12-310001287750OMH-HealthEdge Holdings, LLC, First lien senior secured loan 22022-12-310001287750OMH-HealthEdge Holdings, LLC, First lien senior secured loan 32022-12-310001287750arcc:OMHHealthEdgeHoldingsLLCMember2022-12-310001287750Pathway Vet Alliance LLC and Jedi Group Holdings LLC, Second lien senior secured loan2022-12-310001287750Pathway Vet Alliance LLC and Jedi Group Holdings LLC, Class R common units2022-12-310001287750arcc:PathwayVetAllianceLLCAndJediGroupHoldingsLLCMember2022-12-310001287750PetVet Care Centers, LLC, First lien senior secured loan2022-12-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, First lien senior secured revolving loan2022-12-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, First lien senior secured loan2022-12-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, Second lien senior secured loan2022-12-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP, Class A units2022-12-310001287750arcc:PremiseHealthHoldingCorpAndOMERSBluejayInvestmentHoldingsLPMember2022-12-310001287750Project Ruby Ultimate Parent Corp., Second lien senior secured loan2022-12-310001287750RTI Surgical, Inc. and Pioneer Surgical Technology, Inc., First lien senior secured revolving loan2022-12-310001287750RTI Surgical, Inc. and Pioneer Surgical Technology, Inc., First lien senior secured loan2022-12-310001287750arcc:RTISurgicalIncAndPioneerSurgicalTechnologyIncMember2022-12-310001287750SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC, First lien senior secured loan2022-12-310001287750SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC, Common units2022-12-310001287750arcc:SiroMedPhysicianServicesIncAndSiroMedEquityHoldingsLLCMember2022-12-310001287750SM Wellness Holdings, Inc. and SM Holdco, Inc., Series A units2022-12-310001287750SM Wellness Holdings, Inc. and SM Holdco, Inc., Series B units2022-12-310001287750arcc:SMWellnessHoldingsIncAndSMHoldcoIncMember2022-12-310001287750SOC Telemed, Inc. and PSC Spark Holdings, LP, First lien senior secured loan 12022-12-310001287750SOC Telemed, Inc. and PSC Spark Holdings, LP, First lien senior secured loan 22022-12-310001287750SOC Telemed, Inc. and PSC Spark Holdings, LP, Class A-2 units2022-12-310001287750SOC Telemed, Inc. and PSC Spark Holdings, LP, Warrant to purchase up to 6,118 Class A-2 units2022-12-310001287750arcc:SOCTelemedIncAndPSCSparkHoldingsLPMember2022-12-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., First lien senior secured loan2022-12-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Second lien senior secured loan2022-12-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Series C-1 preferred shares2022-12-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Series C-2 preferred shares2022-12-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc., Series C-3 preferred shares2022-12-310001287750arcc:SymplrSoftwareIncAndSymplrSoftwareIntermediateHoldingsIncMember2022-12-310001287750Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC, First lien senior secured loan2022-12-310001287750Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC, Common units2022-12-310001287750arcc:SynergyHomeCareFranchisingLLCAndNPSynergyHoldingsLLCMember2022-12-310001287750Tempus Labs, Inc., First lien senior secured loan2022-12-310001287750Therapy Brands Holdings LLC, Second lien senior secured loan2022-12-310001287750Touchstone Acquisition, Inc. and Touchstone Holding, L.P., Class A preferred units2022-12-310001287750U.S. Anesthesia Partners, Inc. & U.S. Anesthesia Partners Holdings, Inc., Second lien senior secured loan2022-12-310001287750U.S. Anesthesia Partners, Inc. & U.S. Anesthesia Partners Holdings, Inc., Common stock2022-12-310001287750arcc:USAnesthesiaPartnersIncUSAnesthesiaPartnersHoldingsIncMember2022-12-310001287750United Digestive MSO Parent, LLC, First lien senior secured loan2022-12-310001287750Viant Medical Holdings, Inc., First lien senior secured loan2022-12-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., First lien senior secured loan 12022-12-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., First lien senior secured loan 22022-12-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P., Class A-2 units2022-12-310001287750arcc:VPPIntermediateHoldingsLLCAndVPPGroupHoldingsLPMember2022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured revolving loan2022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 12022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 22022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 32022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 42022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 52022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 62022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, First lien senior secured loan 72022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC, Common units2022-12-310001287750arcc:WSHPFCAcquisitionLLCMember2022-12-310001287750us-gaap:HealthcareSectorMember2022-12-310001287750Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC, First lien senior secured revolving loan2022-12-310001287750Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC, Class A common units2022-12-310001287750arcc:AccommodationsPlusTechnologiesLLCAndAccommodationsPlusTechnologiesHoldingsLLCMember2022-12-310001287750Aero Operating LLC, First lien senior secured loan2022-12-310001287750Aero Operating LLC, First lien senior secured loan 22022-12-310001287750arcc:AeroOperatingLLCMember2022-12-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, First lien senior secured revolving loan2022-12-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, First lien senior secured loan2022-12-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Second lien senior secured loan2022-12-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Second lien senior secured loan 22022-12-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Second lien senior secured loan 32022-12-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC, Common units2022-12-310001287750arcc:AIFireBuyerIncAndAIFireParentLLCMember2022-12-310001287750Applied Technical Services, LLC, First lien senior secured revolving loan2022-12-310001287750Applied Technical Services, LLC, First lien senior secured loan2022-12-310001287750arcc:AppliedTechnicalServicesLLCMember2022-12-310001287750Argenbright Holdings V, LLC and Amberstone Security Group Limited, First lien senior secured loan2022-12-310001287750Argenbright Holdings V, LLC and Amberstone Security Group Limited, First lien senior secured loan 22022-12-310001287750arcc:ArgenbrightHoldingsVLLCAndAmberstoneSecurityGroupLimitedMember2022-12-310001287750BH-Sharp Holdings LP, Common units2022-12-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, First lien senior secured revolving loan2022-12-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, First lien senior secured loan2022-12-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, Second lien senior secured loan2022-12-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP, Class A units2022-12-310001287750arcc:CapstoneAcquisitionHoldingsIncAndCapstoneParentHoldingsLPMember2022-12-310001287750Compex Legal Services, Inc., First lien senior secured revolving loan2022-12-310001287750DTI Holdco, Inc. and OPE DTI Holdings, Inc., Class A common stock2022-12-310001287750DTI Holdco, Inc. and OPE DTI Holdings, Inc., Class B common stock2022-12-310001287750arcc:DTIHoldcoIncAndOPEDTIHoldingsIncMember2022-12-310001287750Elevation Services Parent Holdings, LLC, First lien senior secured revolving loan2022-12-310001287750Elevation Services Parent Holdings, LLC, First lien senior secured loan 12022-12-310001287750Elevation Services Parent Holdings, LLC, First lien senior secured loan 22022-12-310001287750arcc:ElevationServicesParentHoldingsLLCMember2022-12-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, First lien senior secured loan2022-12-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, First lien senior secured loan 22022-12-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, First lien senior secured loan 32022-12-310001287750HAI Acquisition Corporation and Aloha Topco, LLC, Class A units2022-12-310001287750arcc:HAIAcquisitionCorporationAndAlohaTopcoLLCMember2022-12-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP, First lien senior secured revolving loan2022-12-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP, First lien senior secured loan2022-12-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP, Class A units2022-12-310001287750arcc:HHStellaIncAndBedrockParentHoldingsLPMember2022-12-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P, First lien senior secured revolving loan2022-12-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P., First lien senior secured loan2022-12-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P., Class A units2022-12-310001287750arcc:ISQHawkeyeHoldcoIncAndISQHawkeyeHoldingsLLCMember2022-12-310001287750Kellermeyer Bergensons Services, LLC, First lien senior secured loan2022-12-310001287750Kellermeyer Bergensons Services, LLC, First lien senior secured loan 22022-12-310001287750arcc:KellermeyerBergensonsServicesLLCMember2022-12-310001287750KPS Global LLC and Cool Group LLC, First lien senior secured loan2022-12-310001287750KPS Global LLC and Cool Group LLC, First lien senior secured loan 22022-12-310001287750KPS Global LLC and Cool Group LLC, Class A units2022-12-310001287750arcc:KPSGlobalLLCAndCoolGroupLLCMember2022-12-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured revolving loan2022-12-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured loan 12022-12-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured loan 22022-12-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured loan 32022-12-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, First lien senior secured loan 42022-12-310001287750Laboratories Bidco LLC and Laboratories Topco LLC, Class A units2022-12-310001287750arcc:LaboratoriesBidcoLLCAndLaboratoriesTopcoLLCMember2022-12-310001287750LJP Purchaser, Inc. and LJP Topco, LP, First lien senior secured loan2022-12-310001287750LJP Purchaser, Inc. and LJP Topco, LP, Class A units2022-12-310001287750arcc:LJPPurchaserIncAndLJPTopcoLPMember2022-12-310001287750Management Consulting & Research LLC, First lien senior secured loan2022-12-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P., First lien senior secured loan 12022-12-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P., First lien senior secured loan 22022-12-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P., Limited partnership units2022-12-310001287750arcc:MarmicPurchaserLLCAndMarmicTopcoLPMember2022-12-310001287750Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc., Second lien senior secured loan2022-12-310001287750Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc., Series A preferred stock2022-12-310001287750Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc., Common stock2022-12-310001287750arcc:MicrostarLogisticsLLCMicrostarGlobalAssetManagementLLCMStarHoldingCorporationAndKegstarUSAIncMember2022-12-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured revolving loan2022-12-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured loan 12022-12-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured loan 22022-12-310001287750NAS, LLC and Nationwide Marketing Group, LLC, First lien senior secured loan 32022-12-310001287750arcc:NASLLCAndNationwideMarketingGroupLLCMember2022-12-310001287750National Intergovernmental Purchasing Alliance Company, First lien senior secured revolving loan2022-12-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured loan 12022-12-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured loan 22022-12-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured notes2022-12-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., First lien senior secured loan 32022-12-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., Second lien senior secured loan2022-12-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P., Limited partnership interest2022-12-310001287750arcc:NeptuneBidcoUSIncAndElliottMetronCoInvestorAggregatorLPMember2022-12-310001287750Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-1, Senior subordinated loan2022-12-310001287750Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-1, Limited partner interest2022-12-310001287750arcc:NestTopcoBorrowerIncKKRNestCoInvestLPAndNBLY20211Member2022-12-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC, First lien senior secured loan 12022-12-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC, First lien senior secured loan 22022-12-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC, Common units2022-12-310001287750arcc:NorthAmericanFireHoldingsLLCAndNorthAmericanFireUltimateHoldingsLLCMember2022-12-310001287750North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC, First lien senior secured loan2022-12-310001287750North Haven Stack Buyer, LLC, First lien senior secured revolving loan2022-12-310001287750North Haven Stack Buyer, LLC, First lien senior secured loan2022-12-310001287750arcc:NorthHavenStackBuyerLLCMember2022-12-310001287750Petroleum Service Group LLC, First lien senior secured revolving loan2022-12-310001287750Petroleum Service Group LLC, First lien senior secured loan2022-12-310001287750Petroleum Service Group LLC, First lien senior secured loan 22022-12-310001287750arcc:PetroleumServiceGroupLLCMember2022-12-310001287750Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC, First lien senior secured loan2022-12-310001287750Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC, Class A units2022-12-310001287750arcc:PritchardIndustriesLLCAndLJPritchardTopCoHoldingsLLCMember2022-12-310001287750PS Operating Company LLC and PS OP Holdings LLC, First lien senior secured revolving loan2022-12-310001287750PS Operating Company LLC and PS OP Holdings LLC, First lien senior secured loan2022-12-310001287750PS Operating Company LLC and PS OP Holdings LLC, Common unit2022-12-310001287750arcc:PSOperatingCompanyLLCAndPSOPHoldingsLLCFkaQCSupplyLLCMember2022-12-310001287750R2 Acquisition Corp., Common stock2022-12-310001287750RC V Tecmo Investor LLC, Common member units2022-12-310001287750RE Community Holdings GP, LLC and RE Community Holdings, LP, Limited partnership interest2022-12-310001287750RE Community Holdings GP, LLC and RE Community Holdings, LP, Limited partnership interest 22022-12-310001287750arcc:RECommunityHoldingsGPLLCAndRECommunityHoldingsLPMember2022-12-310001287750Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P., First lien senior secured loan2022-12-310001287750Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P., Limited partner interests2022-12-310001287750arcc:RegistrarIntermediateLLCAndPSPRegistrarCoInvestmentFundLPMember2022-12-310001287750Rodeo AcquisitionCo LLC, First lien senior secured revolving loan2022-12-310001287750Rodeo AcquisitionCo LLC, First lien senior secured loan2022-12-310001287750arcc:RodeoAcquisitionCoLLCMember2022-12-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P., First lien senior secured revolving loan2022-12-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P., First lien senior secured loan2022-12-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P., Class A units2022-12-310001287750arcc:SchillLandscapingAndLawnCareServicesLLCTenderLawnCareULCAndLandscapeParallelPartnersLPMember2022-12-310001287750Shermco Intermediate Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP, Second lien senior secured loan2022-12-310001287750SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP, Limited partnership class A-1 units2022-12-310001287750SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP, Limited partnership class A-2 units2022-12-310001287750arcc:SSEBuyerIncSupplySourceEnterprisesIncImpactProductsLLCTheSafetyZoneLLCAndSSEParentLPMember2022-12-310001287750Startec Equity, LLC, Member interest2022-12-310001287750Stealth Holding LLC and UCIT Online Security Inc., First lien senior secured loan2022-12-310001287750Stealth Holding LLC and UCIT Online Security Inc., First lien senior secured loan 22022-12-310001287750Stealth Holding LLC and UCIT Online Security Inc., First lien senior secured loan 32022-12-310001287750arcc:StealthHoldingLLCAndUCITOnlineSecurityIncMember2022-12-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P., First lien senior secured revolving loan2022-12-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P., First lien senior secured loan2022-12-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P., Class A units2022-12-310001287750arcc:TheNPDGroupLPIRIGroupHoldingsIncInformationResourcesIncAndIRINPDCoInvestAggregatorLPMember2022-12-310001287750Thermostat Purchaser III, Inc., Second lien senior secured loan2022-12-310001287750Visual Edge Technology, Inc., First lien senior secured loan2022-12-310001287750Visual Edge Technology, Inc., Senior subordinated loan2022-12-310001287750Visual Edge Technology, Inc., Warrant to purchase up to 10,358,572 shares of common stock2022-12-310001287750arcc:VisualEdgeTechnologyIncMember2022-12-310001287750VRC Companies, LLC, First lien senior secured loan2022-12-310001287750VRC Companies, LLC, Senior subordinated loan2022-12-310001287750arcc:VRCCompaniesLLCMember2022-12-310001287750Wash Encore Holdings, LLC, First lien senior secured loan2022-12-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, First lien senior secured revolving loan2022-12-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, First lien senior secured loan2022-12-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, First lien senior secured loan 22022-12-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, Class A units2022-12-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC, Class B units2022-12-310001287750arcc:XIFINIncAndACPChargerCoInvestLLCMember2022-12-310001287750arcc:CommercialAndProfessionalServicesMember2022-12-310001287750ACAS Equity Holdings Corporation, Common stock2022-12-310001287750ARES 2007-3R, Subordinated notes2022-12-310001287750Blue Wolf Capital Fund II, L.P., Limited partnership interest2022-12-310001287750CoLTs 2005-1 Ltd., Preferred shares2022-12-310001287750CREST Exeter Street Solar 2004-1, Preferred shares2022-12-310001287750European Capital UK SME Debt LP, Limited partnership interest2022-12-310001287750HCI Equity, LLC, Member interest2022-12-310001287750Partnership Capital Growth Investors III, L.P., Limited partnership interest2022-12-310001287750PCG-Ares Sidecar Investment II, L.P., Limited partnership interest2022-12-310001287750PCG-Ares Sidecar Investment, L.P., Limited partnership interest2022-12-310001287750Piper Jaffray Merchant Banking Fund I, L.P., Limited partnership interest2022-12-310001287750Senior Direct Lending Program, LLC, Subordinated certificates2022-12-310001287750Senior Direct Lending Program, LLC, Membership interest2022-12-310001287750arcc:SeniorDirectLendingProgramLLCMember2022-12-310001287750VSC Investors LLC, Membership interest2022-12-310001287750arcc:InvestmentFundsAndVehiclesMember2022-12-310001287750Acrisure, LLC and Acrisure Finance, Inc., Senior subordinated loan2022-12-310001287750Alera Group, Inc., First lien senior secured loan2022-12-310001287750Amynta Agency Borrower Inc. and Amynta Warranty Borrower Inc., First lien senior secured loan2022-12-310001287750Amynta Agency Borrower Inc. and Amynta Warranty Borrower Inc., First lien senior secured loan 22022-12-310001287750arcc:AmyntaAgencyBorrowerIncAndAmyntaWarrantyBorrowerIncMember2022-12-310001287750AQ Sunshine, Inc., First lien senior secured revolving loan2022-12-310001287750AQ Sunshine, Inc., First lien senior secured loan 12022-12-310001287750AQ Sunshine, Inc., First lien senior secured loan 22022-12-310001287750AQ Sunshine, Inc., First lien senior secured loan 32022-12-310001287750AQ Sunshine, Inc., First lien senior secured loan 42022-12-310001287750AQ Sunshine, Inc., First lien senior secured loan 52022-12-310001287750arcc:AQSunshineIncMember2022-12-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan2022-12-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan 22022-12-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan 32022-12-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, First lien senior secured loan 42022-12-310001287750Ardonagh Midco 2 plc and Ardonagh Midco 3 plc, Senior subordinated loan2022-12-310001287750arcc:ArdonaghMidco2PlcAndArdonaghMidco3PlcMember2022-12-310001287750Benecon Midco II LLC and Locutus Holdco LLC, Common units2022-12-310001287750Benefytt Technologies, Inc., First lien senior secured loan2022-12-310001287750Captive Resources Midco, LLC, First lien senior secured loan2022-12-310001287750Foundation Risk Partners, Corp., First lien senior secured revolving loan2022-12-310001287750Foundation Risk Partners, Corp., First lien senior secured loan2022-12-310001287750Foundation Risk Partners, Corp., First lien senior secured loan 22022-12-310001287750Foundation Risk Partners, Corp., First lien senior secured loan 32022-12-310001287750arcc:FoundationRiskPartnersCorpMember2022-12-310001287750Galway Borrower LLC, First lien senior secured revolving loan2022-12-310001287750Galway Borrower LLC, First lien senior secured loan2022-12-310001287750arcc:GalwayBorrowerLLCMember2022-12-310001287750High Street Buyer, Inc. and High Street Holdco LLC, First lien senior secured loan2022-12-310001287750High Street Buyer, Inc. and High Street Holdco LLC, First lien senior secured loan 22022-12-310001287750High Street Buyer, Inc. and High Street Holdco LLC, First lien senior secured loan 32022-12-310001287750High Street Buyer, Inc. and High Street Holdco LLC, Series A preferred units2022-12-310001287750High Street Buyer, Inc. and High Street Holdco LLC, Series A common units2022-12-310001287750High Street Buyer, Inc. and High Street Holdco LLC, Series C common units2022-12-310001287750arcc:HighStreetBuyerIncAndHighStreetHoldcoLLCMember2022-12-310001287750Inszone Mid, LLC and INSZ Holdings, LLC, First lien senior secured loan2022-12-310001287750Inszone Mid, LLC and INSZ Holdings, LLC, Limited partnership interests2022-12-310001287750arcc:InszoneMidLLCAndINSZHoldingsLLCMember2022-12-310001287750K2 Insurance Services, LLC and K2 Holdco LP, First lien senior secured loan2022-12-310001287750K2 Insurance Services, LLC and K2 Holdco LP, First lien senior secured loan 22022-12-310001287750K2 Insurance Services, LLC and K2 Holdco LP, First lien senior secured loan 32022-12-310001287750K2 Insurance Services, LLC and K2 Holdco LP, Common units2022-12-310001287750arcc:K2InsuranceServicesLLCAndK2HoldcoLPMember2022-12-310001287750OneDigital Borrower LLC, First lien senior secured revolving loan2022-12-310001287750Patriot Growth Insurance Services, LLC, First lien senior secured loan2022-12-310001287750People Corporation, First lien senior secured revolving loan2022-12-310001287750People Corporation, First lien senior secured loan2022-12-310001287750People Corporation, First lien senior secured loan 22022-12-310001287750People Corporation, First lien senior secured loan 32022-12-310001287750arcc:PeopleCorporationMember2022-12-310001287750Riser Merger Sub, Inc., First lien senior secured loan2022-12-310001287750RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc., First lien senior secured loan2022-12-310001287750SageSure Holdings, LLC & Insight Catastrophe Group, LLC, First lien senior secured loan2022-12-310001287750SageSure Holdings, LLC & Insight Catastrophe Group, LLC, First lien senior secured loan 22022-12-310001287750SageSure Holdings, LLC & Insight Catastrophe Group, LLC, Series A units2022-12-310001287750arcc:SageSureHoldingsLLCInsightCatastropheGroupLLCMember2022-12-310001287750SCM Insurance Services Inc., First lien senior secured loan2022-12-310001287750SelectQuote, Inc., First lien senior secured loan2022-12-310001287750SG Acquisition, Inc., First lien senior secured loan2022-12-310001287750Spring Insurance Solutions, LLC, First lien senior secured loan2022-12-310001287750THG Acquisition, LLC, First lien senior secured loan2022-12-310001287750THG Acquisition, LLC, First lien senior secured loan 22022-12-310001287750THG Acquisition, LLC, First lien senior secured loan 32022-12-310001287750arcc:THGAcquisitionLLCMember2022-12-310001287750us-gaap-supplement:InsuranceSectorMember2022-12-310001287750Apex Clean Energy TopCo, LLC, Class A common units2022-12-310001287750Ferrellgas, L.P. and Ferrellgas Partners L.P., Senior preferred units2022-12-310001287750Ferrellgas, L.P. and Ferrellgas Partners L.P., Class B units2022-12-310001287750arcc:FerrellgasLPAndFerrelgasPartnersLPMember2022-12-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC, First lien senior secured loan2022-12-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC, Class A1 units2022-12-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC, Class A2 units2022-12-310001287750arcc:HeelstoneRenewableEnergyLLCMember2022-12-310001287750Opal Fuels LLC and Opal Fuels Inc., Senior subordinated loan2022-12-310001287750Opal Fuels LLC and Opal Fuels Inc., Class A common stock2022-12-310001287750arcc:OpalFuelsLLCAndOpalFuelsIncMember2022-12-310001287750PosiGen, Inc., Warrant to purchase up to 101,555 shares of series D-1 preferred stock2022-12-310001287750PosiGen, Inc., Warrant to purchase up to 1,112,022 shares of common stock2022-12-310001287750arcc:PosiGenIncMember2022-12-310001287750Potomac Intermediate Holdings II LLC, Series A units2022-12-310001287750Riverview Power LLC, First lien senior secured loan2022-12-310001287750SE1 Generation, LLC, Senior subordinated loan2022-12-310001287750Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC, First lien senior secured loan2022-12-310001287750Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC, Senior subordinated loan2022-12-310001287750arcc:SunrunAtlasDepositor20192LLCAndSunrunAtlasHoldings20192LLCMember2022-12-310001287750Sunrun Luna Holdco 2021, LLC, Senior subordinated revolving loan2022-12-310001287750Sunrun Luna Holdco 2021, LLC, Senior subordinated revolving loan 22022-12-310001287750arcc:SunrunLunaHoldco2021LLCMember2022-12-310001287750Sunrun Xanadu Issuer 2019-1, LLC and Sunrun Xanadu Holdings 2019-1, LLC, First lien senior secured loan2022-12-310001287750Sunrun Xanadu Issuer 2019-1, LLC and Sunrun Xanadu Holdings 2019-1, LLC, Senior subordinated loan2022-12-310001287750arcc:SunrunXanaduIssuer20191LLCAndSunrunXanaduHoldings20191LLCMember2022-12-310001287750arcc:PowerGenerationMember2022-12-310001287750ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc., First lien senior secured loan2022-12-310001287750Aimbridge Acquisition Co., Inc., Second lien senior secured loan2022-12-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, First lien senior secured revolving loan2022-12-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, First lien senior secured revolving loan 22022-12-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, Second lien senior secured loan2022-12-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP, Series A preferred units2022-12-310001287750arcc:AmericanResidentialServicesLLCAndAragornParentHoldingsLPMember2022-12-310001287750ATI Restoration, LLC, First lien senior secured revolving loan2022-12-310001287750ATI Restoration, LLC, First lien senior secured loan2022-12-310001287750ATI Restoration, LLC, First lien senior secured loan 22022-12-310001287750arcc:ATIRestorationLLCMember2022-12-310001287750Belfor Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750Belfor Holdings, Inc., First lien senior secured revolving loan 22022-12-310001287750arcc:BelforHoldingsIncMember2022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan2022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan 22022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan 32022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan 42022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan 52022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan 62022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan 72022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., First lien senior secured loan 82022-12-310001287750Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L., Warrants to purchase units of shares2022-12-310001287750arcc:CiprianiUSAIncAndCiprianiGroupHoldingSARLMember2022-12-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc., First lien senior secured loan2022-12-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc., First lien senior secured loan 22022-12-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc., Common stock2022-12-310001287750arcc:CMGHoldCoLLCAndCMGBuyerHoldingsIncMember2022-12-310001287750CST Holding Company, First lien senior secured revolving loan2022-12-310001287750CST Holding Company, First lien senior secured loan 2022-12-310001287750arcc:CSTHoldingCompanyMember2022-12-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured revolving loan2022-12-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured loan2022-12-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured loan 22022-12-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured loan 32022-12-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, First lien senior secured loan 42022-12-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC, Class A units2022-12-310001287750arcc:EssentialServicesHoldingCorporationAndOMERSMahomesInvestmentHoldingsLLCMember2022-12-310001287750Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P., First lien senior secured loan2022-12-310001287750Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P., Class A units2022-12-310001287750arcc:InfinityHomeServicesHoldCoIncAndIHSParentHoldingsLPMember2022-12-310001287750Jenny C Acquisition, Inc., Senior subordinated loan2022-12-310001287750KeyStone Sub-debt HoldCo, LLC, Senior subordinated loan2022-12-310001287750KeyStone Sub-debt HoldCo, LLC, Senior subordinated loan 22022-12-310001287750KeyStone Sub-debt HoldCo, LLC, Warrant to purchase up to 24.7581 Class C interests2022-12-310001287750arcc:KeyStoneSubDebtHoldCoLLCMember2022-12-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P., First lien senior secured revolving loan2022-12-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P., First lien senior secured loan2022-12-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P., Limited partnership interests2022-12-310001287750arcc:LeviathanIntermediateHoldcoLLCAndLeviathanHoldingsLPMember2022-12-310001287750LSP Holdco, LLC and ZBS Mechanical Group Co-Invest Fund 2, LLC, First lien senior secured loan2022-12-310001287750LSP Holdco, LLC and ZBS Mechanical Group Co-Invest Fund 2, LLC, First lien senior secured loan 22022-12-310001287750LSP Holdco, LLC and ZBS Mechanical Group Co-Invest Fund 2, LLC, First lien senior secured loan 32022-12-310001287750LSP Holdco, LLC and ZBS Mechanical Group Co-Invest Fund 2, LLC, Membership interest2022-12-310001287750arcc:LSPHoldcoLLCAndZBSMechanicalGroupCoInvestFund2LLCMember2022-12-310001287750ME Equity LLC, Common stock2022-12-310001287750Movati Athletic (Group) Inc., First lien senior secured loan2022-12-310001287750OTG Management, LLC, Class A preferred units2022-12-310001287750OTG Management, LLC, Common units2022-12-310001287750OTG Management, LLC, Warrant to purchase up to 7.73% of common units2022-12-310001287750arcc:OTGManagementLLCMember2022-12-310001287750Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings, LLC, First lien senior secured loan2022-12-310001287750Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings, LLC, Class A units2022-12-310001287750arcc:PuebloMechanicalAndControlsLLCAndOMERSPMCInvestmentHoldingsLLCMember2022-12-310001287750Pyramid Management Advisors, LLC and Pyramid Investors, LLC, First lien senior secured revolving loan2022-12-310001287750Pyramid Management Advisors, LLC and Pyramid Investors, LLC, First lien senior secured loan2022-12-310001287750Pyramid Management Advisors, LLC and Pyramid Investors, LLC, First lien senior secured loan 22022-12-310001287750Pyramid Management Advisors, LLC and Pyramid Investors, LLC, Preferred membership units2022-12-310001287750arcc:PyramidManagementAdvisorsLLCAndPyramidInvestorsLLCMember2022-12-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, First lien senior secured loan2022-12-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, First lien senior secured loan 22022-12-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, First lien senior secured loan 32022-12-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC, Series D units2022-12-310001287750arcc:RedwoodServicesLLCAndRedwoodServicesHoldcoLLCMember2022-12-310001287750Safe Home Security, Inc., Security Systems Inc., Safe Home Monitoring, Inc., National Protective Services, Inc., Bright Integrations LLC and Medguard Alert, Inc., First lien senior secured loan2022-12-310001287750Service Logic Acquisition, Inc. and MSHC, Inc., First lien senior secured loan2023-03-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC, First lien senior secured loan2022-12-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC, Class A units2022-12-310001287750arcc:SVBurtonHoldingsLLCLBCBreezeHoldingsLLCMember2022-12-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., First lien senior secured revolving loan2022-12-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., First lien senior secured revolving loan 22022-12-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., First lien senior secured loan2022-12-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P., Class A units2022-12-310001287750arcc:TaymaxGroupLPTaymaxGroupGPLLCPFSalemCanadaULCAndTCPFitParentLPMember2022-12-310001287750The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc., First lien senior secured loan2022-12-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured revolving loan2022-12-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured revolving loan 22022-12-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured loan2022-12-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, First lien senior secured loan 22022-12-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP, Class A units2022-12-310001287750arcc:TheArcticomGroupLLCAndAMCPMechanicalHoldingsLPMember2022-12-310001287750YE Brands Holdings, LLC, First lien senior secured revolving loan2022-12-310001287750YE Brands Holdings, LLC, First lien senior secured loan2022-12-310001287750YE Brands Holdings, LLC, First lien senior secured loan 22022-12-310001287750arcc:YEBrandsHoldingsLLCMember2022-12-310001287750arcc:ConsumerServicesMember2022-12-310001287750Badger Sportswear Acquisition, Inc., Second lien senior secured loan2022-12-310001287750Bowhunter Holdings, LLC, Common units2022-12-310001287750Centric Brands LLC and Centric Brands GP LLC, First lien senior secured revolving loan2022-12-310001287750Centric Brands LLC and Centric Brands GP LLC, First lien senior secured loan2022-12-310001287750Centric Brands LLC and Centric Brands GP LLC, Membership interests2022-12-310001287750arcc:CentricBrandsLLCAndCentricBrandsGPLLCMember2022-12-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc., First lien senior secured loan2022-12-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc., First lien senior secured loan 22022-12-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc., Common stock2022-12-310001287750arcc:DRSHoldingsIIIIncAndDRSHoldingsIIncMember2022-12-310001287750Implus Footcare, LLC, First lien senior secured loan2022-12-310001287750Implus Footcare, LLC, First lien senior secured loan 22022-12-310001287750Implus Footcare, LLC, First lien senior secured loan 32022-12-310001287750Implus Footcare, LLC, First lien senior secured loan 42022-12-310001287750arcc:ImplusFootcareLLCMember2022-12-310001287750Johnnie-O Inc. and Johnnie-O Holdings Inc., First lien senior secured loan2022-12-310001287750Johnnie-O Inc. and Johnnie-O Holdings Inc., Series A convertible preferred stock2022-12-310001287750Johnnie-O Inc. and Johnnie-O Holdings Inc., Warrant to purchase up to 76,491 shares of common stock2022-12-310001287750arcc:JohnnieOIncAndJohnnieOHoldingsIncMember2022-12-310001287750Lew's Intermediate Holdings, LLC, First lien senior secured loan2022-12-310001287750New Era Cap, LLC, First lien senior secured loan2022-12-310001287750Pelican Products, Inc., Second lien senior secured loan2022-12-310001287750Rawlings Sporting Goods Company, Inc. and Easton Diamond Sports, LLC, First lien senior secured loan2022-12-310001287750Rawlings Sporting Goods Company, Inc. and Easton Diamond Sports, LLC, First lien senior secured loan 22022-12-310001287750arcc:RawlingsSportingGoodsCompanyIncAndEastonDiamondSportsLLCMember2022-12-310001287750Reef Lifestyle, LLC, First lien senior secured revolving loan 12022-12-310001287750Reef Lifestyle, LLC, First lien senior secured revolving loan 22022-12-310001287750Reef Lifestyle, LLC, First lien senior secured loan 12022-12-310001287750Reef Lifestyle, LLC, First lien senior secured loan 22022-12-310001287750arcc:ReefLifestyleLLCMember2022-12-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC), Class B common units2022-12-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC), Common units2022-12-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC), Warrant to purchase up to 3,157,895 units2022-12-310001287750arcc:SToysHoldingsLLCFkaTheStep2CompanyLLCMember2022-12-310001287750SHO Holding I Corporation, Second lien senior secured loan2022-12-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, First lien senior secured loan2022-12-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, Class A preferred units2022-12-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, Class C preferred units2022-12-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC, Preferred units2022-12-310001287750arcc:ShockDoctorIncAndShockDoctorHoldingsLLCMember2022-12-310001287750SVP-Singer Holdings Inc. and SVP-Singer Holdings LP, First lien senior secured loan2022-12-310001287750SVP-Singer Holdings Inc. and SVP-Singer Holdings LP, Class A common units2022-12-310001287750arcc:SVPSingerHoldingsIncAndSVPSingerHoldingsLPMember2022-12-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc., First lien senior secured loan2022-12-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc., First lien senior secured loan 22022-12-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc., Common stock2022-12-310001287750arcc:TotesIsotonerCorporationAndTotesUltimateHoldcoIncMember2022-12-310001287750Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP, First lien senior secured loan2022-12-310001287750Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP, Second lien senior secured loan2022-12-310001287750Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP, Second lien senior secured loan 22022-12-310001287750Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP, Class A units2022-12-310001287750arcc:VarsityBrandsHoldingCoIncAndBCPEHerculesHoldingsLPMember2022-12-310001287750arcc:ConsumerDurablesAndApparelMember2022-12-310001287750AI Aqua Merger Sub, Inc., First lien senior secured loan2022-12-310001287750API Commercial Inc., API Military Inc., and API Space Intermediate, Inc., First lien senior secured loan2022-12-310001287750Arrowhead Holdco Company and Arrowhead GS Holdings, Inc., First lien senior secured loan2022-12-310001287750Arrowhead Holdco Company and Arrowhead GS Holdings, Inc., Common stock2022-12-310001287750arcc:ArrowheadHoldcoCompanyAndArrowheadGSHoldingsIncMember2022-12-310001287750BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC, First lien senior secured revolving loan2022-12-310001287750BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC, First lien senior secured loan2022-12-310001287750arcc:BlueHaloFinancingHoldingsLLCBlueHaloGlobalHoldingsLLCAndBlueHaloLLCMember2022-12-310001287750Burgess Point Purchaser Corporation, First lien senior secured loan2022-12-310001287750Cadence Aerospace, LLC, First lien senior secured revolving loan2022-12-310001287750Cadence Aerospace, LLC, First lien senior secured revolving loan 22022-12-310001287750Cadence Aerospace, LLC, First lien senior secured loan2022-12-310001287750Cadence Aerospace, LLC, First lien senior secured loan 22022-12-310001287750Cadence Aerospace, LLC, First lien senior secured loan 32022-12-310001287750Cadence Aerospace, LLC, First lien senior secured loan 42022-12-310001287750Cadence Aerospace, LLC, First lien senior secured loan 52022-12-310001287750arcc:CadenceAerospaceLLCMember2022-12-310001287750DFS Holding Company, Inc., First lien senior secured loan2022-12-310001287750DFS Holding Company, Inc., First lien senior secured loan 22022-12-310001287750DFS Holding Company, Inc., First lien senior secured loan 32022-12-310001287750arcc:DFSHoldingCompanyIncMember2022-12-310001287750Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP, First lien senior secured loan2022-12-310001287750Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP, Common units2022-12-310001287750arcc:DynamicNCAerospaceHoldingsLLCAndDynamicNCInvestmentHoldingsLPMember2022-12-310001287750EPS NASS Parent, Inc., First lien senior secured revolving loan2022-12-310001287750EPS NASS Parent, Inc., First lien senior secured loan2022-12-310001287750arcc:EPSNASSParentIncMember2022-12-310001287750ESCP PPG Holdings, LLC, Class A-1 units2022-12-310001287750ESCP PPG Holdings, LLC, Class A-2 units2022-12-310001287750arcc:ESCPPPGHoldingsLLCMember2022-12-310001287750Harvey Tool Company, LLC, First lien senior secured loan2022-12-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Senior subordinated loan2022-12-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Series A preferred stock2022-12-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Class A common stock2022-12-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation, Class B common stock2022-12-310001287750arcc:ImagingBusinessMachinesLLCAndScannerHoldingsCorporationMember2022-12-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P., First lien senior secured revolving loan2022-12-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P., First lien senior secured loan2022-12-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P., Class A units2022-12-310001287750arcc:KeneAcquisitionIncAndKeneHoldingsLPMember2022-12-310001287750Lower ACS, Inc., First lien senior secured loan2022-12-310001287750LTG Acquisition, Inc., Class A membership units2022-12-310001287750Maverick Acquisition, Inc., First lien senior secured loan2022-12-310001287750MB Aerospace Holdings II Corp., First lien senior secured loan2022-12-310001287750MB Aerospace Holdings II Corp., Second lien senior secured loan2022-12-310001287750MB Aerospace Holdings II Corp., Second lien senior secured loan 22022-12-310001287750arcc:MBAerospaceHoldingsIICorpMember2022-12-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP, First lien senior secured loan2022-12-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP, First lien senior secured loan 22022-12-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP, Class A-2 common units2022-12-310001287750arcc:NCWSIntermediateIncAndNCWSHoldingsLPMember2022-12-310001287750Noble Aerospace, LLC, First lien senior secured revolving loan2022-12-310001287750Osmose Utilities Services, Inc. and Pine Intermediate Holding LLC, Second lien senior secured loan2022-12-310001287750Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP., First lien senior secured loan2022-12-310001287750Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP., First lien senior secured loan 22022-12-310001287750Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP., Class A units2022-12-310001287750arcc:PrecinmacUSHoldingsIncTrimasterManufacturingIncAndBladeGroupHoldingsLPMember2022-12-310001287750Prime Buyer, L.L.C., First lien senior secured revolving loan2022-12-310001287750Qnnect, LLC and Connector TopCo, LP, First lien senior secured loan2022-12-310001287750Qnnect, LLC and Connector TopCo, LP, Limited partnership interests2022-12-310001287750arcc:QnnectLLCAndConnectorTopCoLPMember2022-12-310001287750Radius Aerospace, Inc. and Radius Aerospace Europe Limited, First lien senior secured revolving loan2022-12-310001287750Radius Aerospace, Inc. and Radius Aerospace Europe Limited, First lien senior secured revolving loan 22022-12-310001287750arcc:RadiusAerospaceIncAndRadiusAerospaceEuropeLimitedMember2022-12-310001287750Radwell Parent, LLC, First lien senior secured loan2022-12-310001287750Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon, First lien senior secured revolving loan2022-12-310001287750arcc:CapitalGoodsMember2022-12-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, First lien senior secured loan2022-12-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, First lien senior secured loan 22022-12-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, Preferred units2022-12-310001287750Automotive Keys Group, LLC and Automotive Keys Investor, LLC, Class A common units2022-12-310001287750arcc:AutomotiveKeysGroupLLCAndAutomotiveKeysInvestorLLCMember2022-12-310001287750Continental Acquisition Holdings, Inc., First lien senior secured loan2022-12-310001287750Continental Acquisition Holdings, Inc., First lien senior secured loan 22022-12-310001287750arcc:ContinentalAcquisitionHoldingsIncMember2022-12-310001287750Eckler Purchaser LLC, Class A common units2022-12-310001287750Faraday Buyer, LLC, First lien senior secured loan2022-12-310001287750Faraday&Future Inc., FF Inc., Faraday SPE, LLC and Faraday Future Intelligent Electric Inc., Warrant to purchase up to 633,008 shares of Class A common stock2022-12-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, First lien senior secured revolving loan2022-12-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, First lien senior secured loan2022-12-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, Second lien senior secured loan2022-12-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC, Co-invest units2022-12-310001287750arcc:HighlineAftermarketAcquisitionLLCHighlineAftermarketSCAcquisitionIncAndHighlinePPCBlockerLLCMember2022-12-310001287750McLaren Group Limited, Senior preference shares2022-12-310001287750McLaren Group Limited, Warrant to purchase up to 49,181 units of ordinary shares2022-12-310001287750McLaren Group Limited, Warrant to purchase up to 13,776 units of ordinary shares2022-12-310001287750arcc:McLarenGroupLimitedMember2022-12-310001287750Sun Acquirer Corp. and Sun TopCo, LP, First lien senior secured revolving loan2022-12-310001287750Sun Acquirer Corp. and Sun TopCo, LP, First lien senior secured loan2022-12-310001287750Sun Acquirer Corp. and Sun TopCo, LP, First lien senior secured loan 22022-12-310001287750Sun Acquirer Corp. and Sun TopCo, LP, Class A units2022-12-310001287750arcc:SunAcquirerCorpAndSunTopCoLPMember2022-12-310001287750Wand Newco 3, Inc., Second lien senior secured loan2022-12-310001287750arcc:AutomobilesAndComponentsSectorMember2022-12-310001287750Aventine Intermediate LLC & Aventine Holdings II LLC, First lien senior secured loan2022-12-310001287750Aventine Intermediate LLC & Aventine Holdings II LLC, Senior subordinated loan2022-12-310001287750arcc:AventineIntermediateLLCAventineHoldingsIILLCMember2022-12-310001287750Axiomatic, LLC, Class A-1 units2022-12-310001287750CMW Parent LLC (fka Black Arrow, Inc.), Series A units2022-12-310001287750Eagle Football Holdings BidCo Limited, Senior subordinated loan2022-12-310001287750Eagle Football Holdings BidCo Limited, Senior subordinated loan 22022-12-310001287750arcc:EagleFootballHoldingsBidCoLimitedMember2022-12-310001287750Global Music Rights, LLC, First lien senior secured loan2022-12-310001287750MailSouth, Inc., First lien senior secured loan2022-12-310001287750Miami Beckham United LLC, Class A preferred units2022-12-310001287750OUTFRONT Media Inc., Series A convertible perpetual preferred stock2022-12-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 12022-12-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 22022-12-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 32022-12-310001287750Production Resource Group, L.L.C. and PRG III, LLC, First lien senior secured loan 42022-12-310001287750Production Resource Group, L.L.C. and PRG III, LLC, Class A units2022-12-310001287750arcc:ProductionResourceGroupLLCAndPRGIIILLCMember2022-12-310001287750Professional Fighters League, LLC and PFL MMA, Inc., First lien senior secured loan2022-12-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Second lien senior secured loan2022-12-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Series E preferred stock2022-12-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Warrant to purchase up to 3,280,444 shares of common stock2022-12-310001287750Professional Fighters League, LLC and PFL MMA, Inc., Warrant to purchase up to 57,322 shares of common stock2022-12-310001287750arcc:ProfessionalFightersLeagueLLCAndPFLMMAIncMember2022-12-310001287750Storm Investment S.a.r.l., First lien senior secured loan2022-12-310001287750Storm Investment S.a.r.l., Class A redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class B redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class C redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class D redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class E redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class F redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class G redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class H redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Class I redeemable shares2022-12-310001287750Storm Investment S.a.r.l., Ordinary shares2022-12-310001287750arcc:StormInvestmentSarlMember2022-12-310001287750The Teaching Company Holdings, Inc., Preferred stock2022-12-310001287750The Teaching Company Holdings, Inc., Common stock2022-12-310001287750arcc:TheTeachingCompanyHoldingsIncMember2022-12-310001287750arcc:MediaAndEntertainmentMember2022-12-310001287750American Seafoods Group LLC and American Seafoods Partners LLC, Class A units2022-12-310001287750American Seafoods Group LLC and American Seafoods Partners LLC, Warrant to purchase up to 7,422,078 Class A units2022-12-310001287750arcc:AmericanSeafoodsGroupLLCAndAmericanSeafoodsPartnersLLCMember2022-12-310001287750Berner Food & Beverage, LLC, First lien senior secured revolving loan2022-12-310001287750Berner Food & Beverage, LLC, First lien senior secured revolving loan 22022-12-310001287750arcc:BernerFoodBeverageLLCMember2022-12-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P., First lien senior secured revolving loan2022-12-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P., Common units2022-12-310001287750arcc:BraggLiveFoodProductsLLCAndSPCInvestmentCoLPMember2022-12-310001287750CHG PPC Parent LLC & PPC CHG Blocker LLC, Second lien senior secured loan2022-12-310001287750CHG PPC Parent LLC & PPC CHG Blocker LLC, Common units2022-12-310001287750arcc:CHGPPCParentLLCPPCCHGBlockerLLCMember2022-12-310001287750Florida Food Products, LLC, First lien senior secured loan2022-12-310001287750Florida Food Products, LLC, First lien senior secured loan 22022-12-310001287750Florida Food Products, LLC, Second lien senior secured loan2022-12-310001287750arcc:FloridaFoodProductsLLCMember2022-12-310001287750GF Parent LLC, Class A preferred units2022-12-310001287750GF Parent LLC, Class A common units2022-12-310001287750GF Parent LLC, Class B common units2022-12-310001287750arcc:GFParentLLCMember2022-12-310001287750Gotham Greens Holdings, PBC, First lien senior secured loan2022-12-310001287750Gotham Greens Holdings, PBC, Series E-1 preferred stock2022-12-310001287750Gotham Greens Holdings, PBC, Warrant to purchase up to 43,154 shares of Series E-1 preferred stock2022-12-310001287750arcc:GothamGreensHoldingsPBCMember2022-12-310001287750Hometown Food Company, First lien senior secured revolving loan2022-12-310001287750KNPC HoldCo, LLC, First lien senior secured loan2022-12-310001287750KNPC HoldCo, LLC, First lien senior secured loan 22022-12-310001287750arcc:KNPCHoldCoLLCMember2022-12-310001287750Manna Pro Products, LLC, First lien senior secured revolving loan2022-12-310001287750RB Holdings InterCo, LLC, First lien senior secured revolving loan2022-12-310001287750RB Holdings InterCo, LLC, First lien senior secured loan2022-12-310001287750arcc:RBHoldingsInterCoLLCMember2022-12-310001287750RF HP SCF Investor, LLC, Membership interest2022-12-310001287750Teasdale Foods, Inc. and Familia Group Holdings Inc., First lien senior secured loan2022-12-310001287750Teasdale Foods, Inc. and Familia Group Holdings Inc., Warrant to purchase up to 57,827 shares of common stock2022-12-310001287750arcc:TeasdaleFoodsIncAndFamiliaGroupHoldingsIncMember2022-12-310001287750Triton Water Holdings, Inc., First lien senior secured loan2022-12-310001287750Triton Water Holdings, Inc., Senior subordinated loan2022-12-310001287750arcc:TritonWaterHoldingsIncMember2022-12-310001287750Watermill Express, LLC and Watermill Express Holdings, LLC, First lien senior secured loan2022-12-310001287750Watermill Express, LLC and Watermill Express Holdings, LLC, Class A units2022-12-310001287750arcc:WatermillExpressLLCAndWatermillExpressHoldingsLLCMember2022-12-310001287750Winebow Holdings, Inc. and The Vintner Group, Inc., First lien senior secured loan2022-12-310001287750us-gaap-supplement:FoodAndBeverageSectorMember2022-12-310001287750Calyx Energy III, LLC, First lien senior secured loan2022-12-310001287750Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC, Second lien senior secured loan2022-12-310001287750GNZ Energy Bidco Limited and Galileo Co-investment Trust I, First lien senior secured loan2022-12-310001287750GNZ Energy Bidco Limited and Galileo Co-investment Trust I, Common units2022-12-310001287750arcc:GNZEnergyBidcoLimitedAndGalileoCoInvestmentTrustIMember2022-12-310001287750Halcon Holdings, LLC, First lien senior secured loan2022-12-310001287750Murchison Oil and Gas, LLC and Murchison Holdings, LLC, First lien senior secured loan2022-12-310001287750Murchison Oil and Gas, LLC and Murchison Holdings, LLC, Preferred units2022-12-310001287750arcc:MurchisonOilAndGasLLCAndMurchisonHoldingsLLCMember2022-12-310001287750Offen, Inc., First lien senior secured loan2022-12-310001287750SilverBow Resources, Inc., Common stock2022-12-310001287750VPROP Operating, LLC and V SandCo, LLC, First lien senior secured loan2022-12-310001287750VPROP Operating, LLC and V SandCo, LLC, First lien senior secured loan 22022-12-310001287750VPROP Operating, LLC and V SandCo, LLC, First lien senior secured loan 32022-12-310001287750VPROP Operating, LLC and V SandCo, LLC, Class A units2022-12-310001287750arcc:VPROPOperatingLLCAndVSandCoLLCMember2022-12-310001287750us-gaap-supplement:EnergySectorMember2022-12-310001287750Abzena Holdings, Inc. and Astro Group Holdings Ltd., First lien senior secured loan2022-12-310001287750Abzena Holdings, Inc. and Astro Group Holdings Ltd., A ordinary shares2022-12-310001287750arcc:AbzenaHoldingsIncAndAstroGroupHoldingsLtdMember2022-12-310001287750Alcami Corporation and ACM Holdings I, LLC, First lien senior secured loan2022-12-310001287750Alcami Corporation and ACM Holdings I, LLC, Second lien senior secured loan2022-12-310001287750arcc:AlcamiCorporationAndACMHoldingsILLCMember2022-12-310001287750Amryt Pharmaceuticals, Inc., First lien senior secured loan2022-12-310001287750Athyrium Buffalo LP, Limited partnership interests2022-12-310001287750Caerus Midco 3 S.à r.l., First lien senior secured loan2022-12-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., First lien senior secured revolving loan2022-12-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., First lien senior secured loan2022-12-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., Preferred units2022-12-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., Series A preferred shares2022-12-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc., Class A common units2022-12-310001287750arcc:CobaltBuyerSubIncCobaltHoldingsILPAndCobaltIntermediateIIncMember2022-12-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC, First lien senior secured revolving loan2022-12-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC, First lien senior secured loan2022-12-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC, Class A-2 units2022-12-310001287750arcc:CovarisIntermediate3LLCCovarisParentLLCMember2022-12-310001287750NMC Skincare Intermediate Holdings II, LLC, First lien senior secured loan2022-12-310001287750NMC Skincare Intermediate Holdings II, LLC, First lien senior secured loan 22022-12-310001287750arcc:NMCSkincareIntermediateHoldingsIILLCMember2022-12-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan2022-12-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan 22022-12-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan 32022-12-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., First lien senior secured loan 42022-12-310001287750North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P., Class A preferred units2022-12-310001287750arcc:NorthAmericanScienceAssociatesLLCCardinalPurchaserLLCAndCardinalTopcoHoldingsLPMember2022-12-310001287750TerSera Therapeutics LLC, First lien senior secured loan2022-12-310001287750TerSera Therapeutics LLC, First lien senior secured loan 22022-12-310001287750TerSera Therapeutics LLC, First lien senior secured loan 32022-12-310001287750arcc:TerSeraTherapeuticsLLCMember2022-12-310001287750Verista, Inc., First lien senior secured revolving loan2022-12-310001287750Verista, Inc., First lien senior secured loan2022-12-310001287750arcc:VeristaIncMember2022-12-310001287750Vertice Pharma UK Parent Limited, Preferred shares2022-12-310001287750arcc:PharmaceuticalsBiotechnologyAndLifeSciencesMember2022-12-310001287750Atlas Intermediate III, L.L.C., First lien senior secured revolving loan2022-12-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan2022-12-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan 22022-12-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan 32022-12-310001287750Atlas Intermediate III, L.L.C., First lien senior secured loan 42022-12-310001287750arcc:AtlasIntermediateIIILLCMember2022-12-310001287750Bamboo Purchaser, Inc., First lien senior secured loan2022-12-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., First lien senior secured loan2022-12-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., First lien senior secured loan 22022-12-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., First lien senior secured loan 32022-12-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc., Common units2022-12-310001287750arcc:DisplayHoldingCompanyIncSaldonHoldingsIncAndFastsignsHoldingsIncMember2022-12-310001287750GPM Investments, LLC and ARKO Corp., Common stock2022-12-310001287750GPM Investments, LLC and ARKO Corp., Warrant to purchase units of common stock2022-12-310001287750arcc:GPMInvestmentsLLCAndARKOCorpMember2022-12-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan2022-12-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan 22022-12-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan 32022-12-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, First lien senior secured loan 42022-12-310001287750Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC, Class A common units2022-12-310001287750arcc:MarconeYellowstoneBuyerIncAndMarconeYellowstoneHoldingsLLCMember2022-12-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP, First lien senior secured revolving loan2022-12-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP, Series A preferred stock2022-12-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP, Class A-1 units2022-12-310001287750arcc:MavisTireExpressServicesTopcoCorpMetisHoldCoIncAndMetisTopCoLPMember2022-12-310001287750McKenzie Creative Brands, LLC, First lien senior secured revolving loan2022-12-310001287750McKenzie Creative Brands, LLC, First lien senior secured loan2022-12-310001287750McKenzie Creative Brands, LLC, First lien senior secured loan 22022-12-310001287750arcc:McKenzieCreativeBrandsLLCMember2022-12-310001287750Monolith Brands Group, Inc., Series A-1 preferred stock2022-12-310001287750Moon Valley Nursery of Arizona Retail, LLC, Moon Valley Nursery Farm Holdings, LLC, Moon Valley Nursery RE Holdings LLC, and Stonecourt IV Partners, LP, Limited partnership interests2022-12-310001287750North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC, First lien senior secured loan2022-12-310001287750North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC, Class A units2022-12-310001287750arcc:NorthHavenFalconBuyerLLCAndNorthHavenFalconHoldingCompanyLLCMember2022-12-310001287750Reddy Ice LLC, First lien senior secured loan2022-12-310001287750Reddy Ice LLC, First lien senior secured loan 22022-12-310001287750Reddy Ice LLC, First lien senior secured loan 32022-12-310001287750arcc:ReddyIceLLCMember2022-12-310001287750SCIH Salt Holdings Inc., First lien senior secured revolving loan2022-12-310001287750Trader Corporation and Project Auto Finco Corp.., First lien senior secured loan2022-12-310001287750US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P., First lien senior secured loan2022-12-310001287750US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P., Limited partner interests2022-12-310001287750arcc:USSaltInvestorsLLCAndEmeraldLakePearlAcquisitionALPMember2022-12-310001287750arcc:RetailingAndDistributionMember2022-12-310001287750Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P., Second lien senior secured loan2022-12-310001287750Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P., Class A preferred units2022-12-310001287750Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P., Series A preferred shares2022-12-310001287750arcc:BalrogAcquisitionIncBalrogTopcoIncAndBalrogParentLPMember2022-12-310001287750Continental Café, LLC and Infinity Ovation Yacht Charters, LLC, First lien senior secured revolving loan2022-12-310001287750Continental Café, LLC and Infinity Ovation Yacht Charters, LLC, First lien senior secured loan2022-12-310001287750arcc:ContinentalCafeLLCAndInfinityOvationYachtChartersLLCMember2022-12-310001287750DecoPac, Inc. and KCAKE Holdings Inc., First lien senior secured revolving loan2022-12-310001287750DecoPac, Inc. and KCAKE Holdings Inc., First lien senior secured loan2022-12-310001287750DecoPac, Inc. and KCAKE Holdings Inc., Common stock2022-12-310001287750arcc:DecoPacIncAndKCAKEHoldingsIncMember2022-12-310001287750FS Squared Holding Corp. and FS Squared, LLC, First lien senior secured revolving loan2022-12-310001287750FS Squared Holding Corp. and FS Squared, LLC, First lien senior secured loan2022-12-310001287750FS Squared Holding Corp. and FS Squared, LLC, Class A units2022-12-310001287750arcc:FSSquaredHoldingCorpAndFSSquaredLLCMember2022-12-310001287750JWC/KI Holdings, LLC, Membership units2022-12-310001287750LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P., First lien senior secured loan2022-12-310001287750LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P., Limited partnership units2022-12-310001287750arcc:LJPerimeterBuyerIncAndLJPerimeterCoInvestLPMember2022-12-310001287750SFE Intermediate Holdco LLC, First lien senior secured revolving loan2022-12-310001287750SFE Intermediate Holdco LLC, First lien senior secured loan 12022-12-310001287750SFE Intermediate Holdco LLC, First lien senior secured loan 22022-12-310001287750SFE Intermediate Holdco LLC, First lien senior secured loan 32022-12-310001287750arcc:SFEIntermediateHoldcoLLCMember2022-12-310001287750VCP-EDC Co-Invest, LLC, Membership units2022-12-310001287750ZB Holdco LLC & ZB Parent LLC, First lien senior secured revolving loan2022-12-310001287750ZB Holdco LLC & ZB Parent LLC, First lien senior secured loan2022-12-310001287750ZB Holdco LLC & ZB Parent LLC, Series A units2022-12-310001287750arcc:ZBHoldcoLLCZBParentLLCMember2022-12-310001287750arcc:ConsumerStaplesDistributionAndRetailMember2022-12-310001287750ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP, First lien senior secured loan2022-12-310001287750ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP, Class A units2022-12-310001287750arcc:ASPRPacAcquisitionCoLLCAndASPRPacHoldingsLPMember2022-12-310001287750Genomatica, Inc., Warrant to purchase 322,422 shares of Series D preferred stock2022-12-310001287750Halex Holdings, Inc., Common stock2022-12-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, First lien senior secured loan2022-12-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, First lien senior secured loan 22022-12-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, First lien senior secured loan 32022-12-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, Second lien senior secured loan2022-12-310001287750H-Food Holdings, LLC and Matterhorn Parent, LLC, Common units2022-12-310001287750arcc:HFoodHoldingsLLCAndMatterhornParentLLCMember2022-12-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured revolving loan2022-12-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured loan2022-12-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured loan 22022-12-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., First lien senior secured loan 32022-12-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V., Class A preferred units2022-12-310001287750arcc:NelipakHoldingCompanyNelipakEuropeanHoldingsCooperatiefUAKNPAKHoldingsLPAndPAKNKNetherlandsTreasuryBVMember2022-12-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., First lien senior secured loan2022-12-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., First lien senior secured loan 22022-12-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., Class A preferred units2022-12-310001287750Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C., Class C units2022-12-310001287750arcc:NovipaxBuyerLLCAndNovipaxParentHoldingCompanyLLCMember2022-12-310001287750Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC, First lien senior secured loan2022-12-310001287750Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC, Second lien senior secured loan2022-12-310001287750Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC, Co-Invest units2022-12-310001287750arcc:PlaskolitePPCIntermediateIILLCAndPlaskolitePPCBlockerLLCMember2022-12-310001287750Polymer Solutions Group, LLC, First lien senior secured loan2022-12-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured revolving loan2022-12-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured loan2022-12-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured loan 22022-12-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation, First lien senior secured loan 32022-12-310001287750arcc:PrecisionConceptsInternationalLLCAndPrecisionConceptsCanadaCorporationMember2022-12-310001287750SCI PH Parent, Inc., Series B shares2022-12-310001287750arcc:MaterialsSectorMember2022-12-310001287750Chariot Buyer LLC, First lien senior secured revolving loan2022-12-310001287750Chariot Buyer LLC, Second lien senior secured loan2022-12-310001287750arcc:ChariotBuyerLLCMember2022-12-310001287750Everspin Technologies, Inc., Warrant to purchase up to 18,461 shares of common stock2022-12-310001287750ITI Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750ITI Holdings, Inc., First lien senior secured revolving loan 22022-12-310001287750ITI Holdings, Inc., First lien senior secured revolving loan 32022-12-310001287750ITI Holdings, Inc., First lien senior secured loan2022-12-310001287750arcc:ITIHoldingsIncMember2022-12-310001287750Micromeritics Instrument Corp., First lien senior secured loan2022-12-310001287750Repairify, Inc. and Repairify Holdings, LLC, Class A common units2022-12-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured revolving loan2022-12-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured loan2022-12-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured loan 22022-12-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, First lien senior secured loan 32022-12-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP, Limited partnership interests2022-12-310001287750arcc:WildcatBuyerCoIncAndWildcatParentLPMember2022-12-310001287750arcc:TechnologyHardwareAndEquipmentMember2022-12-310001287750CDI Holdings III Corp. and CDI Holdings I Corp., First lien senior secured loan2022-12-310001287750CDI Holdings III Corp. and CDI Holdings I Corp., Common stock2022-12-310001287750arcc:CDIHoldingsIIICorpAndCDIHoldingsICorpMember2022-12-310001287750Foundation Consumer Brands, LLC, First lien senior secured loan2022-12-310001287750LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P., First lien senior secured loan2022-12-310001287750LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P., Preferred units2022-12-310001287750LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P., Class B common units2022-12-310001287750arcc:LifeStylesBidcoLtdLifestylesIntermediateHoldcoLtdAndLifeStylesParentLPMember2022-12-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P., First lien senior secured revolving loan2022-12-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P., First lien senior secured loan2022-12-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P., Limited partner interests2022-12-310001287750arcc:PremierSpecialtiesIncAndRMCFVCIVXLIVLPMember2022-12-310001287750RD Holdco Inc., Second lien senior secured loan2022-12-310001287750RD Holdco Inc., Common stock2022-12-310001287750RD Holdco Inc., Warrants to purchase shares of common stock2022-12-310001287750arcc:RDHoldcoIncMember2022-12-310001287750Walnut Parent, Inc., First lien senior secured loan2022-12-310001287750Walnut Parent, Inc., First lien senior secured loan 22022-12-310001287750arcc:WalnutParentIncMember2022-12-310001287750arcc:HouseholdAndPersonalProductsMember2022-12-310001287750Commercial Trailer Leasing, Inc., First lien senior secured loan2022-12-310001287750Commercial Trailer Leasing, Inc., Second lien senior secured loan2022-12-310001287750arcc:CommercialTrailerLeasingIncMember2022-12-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., First lien senior secured revolving loan2022-12-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., First lien senior secured loan2022-12-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., First lien senior secured loan 22022-12-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc., Common stock2022-12-310001287750arcc:ShurCoAcquisitionIncAndShurCoHoldCoIncMember2022-12-310001287750arcc:TransportationMember2022-12-310001287750Excelligence Holdings Corp., First lien senior secured loan2022-12-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured revolving loan2022-12-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured revolving loan 22022-12-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured loan2022-12-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., First lien senior secured loan 22022-12-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc., Series A preferred stock2022-12-310001287750arcc:FlinnScientificIncAndWCIQuantumHoldingsIncMember2022-12-310001287750National College of Business and Technology Inc. & Leeds IV Advisors, Inc., Senior preferred series A-1 shares2022-12-310001287750National College of Business and Technology Inc. & Leeds IV Advisors, Inc., Series B preferred stock2022-12-310001287750National College of Business and Technology Inc. & Leeds IV Advisors, Inc., Series B preferred stock 22022-12-310001287750National College of Business and Technology Inc. & Leeds IV Advisors, Inc., Series C preferred stock2022-12-310001287750National College of Business and Technology Inc. & Leeds IV Advisors, Inc., Series C preferred stock 22022-12-310001287750National College of Business and Technology Inc. & Leeds IV Advisors, Inc., Common stock2022-12-310001287750National College of Business and Technology Inc. & Leeds IV Advisors, Inc., Common stock 22022-12-310001287750arcc:NationalCollegeOfBusinessAndTechnologyIncLeedsIVAdvisorsIncMember2022-12-310001287750arcc:EducationMember2022-12-310001287750Aventiv Technologies, LLC and Securus Technologies Holdings, Inc., First lien senior secured loan2022-12-310001287750Aventiv Technologies, LLC and Securus Technologies Holdings, Inc., Second lien senior secured loan2022-12-310001287750arcc:AventivTechnologiesLLCAndSecurusTechnologiesHoldingsIncMember2022-12-310001287750Emergency Communications Network, LLC, First lien senior secured revolving loan2022-12-310001287750Emergency Communications Network, LLC, First lien senior secured loan2022-12-310001287750arcc:EmergencyCommunicationsNetworkLLCMember2022-12-310001287750arcc:TelecommunicationServicesMember2022-12-310001287750CAD, Royal Bank of Canada, Company Settlement Date January 27, 2023, Contract One2022-12-310001287750CAD, Royal Bank of Canada, Company Settlement Date January 18, 20232022-12-310001287750EUR, Royal Bank of Canada, Company Settlement Date January 27, 20232022-12-310001287750GBP, Royal Bank of Canada, Company Settlement Date January 27, 20232022-12-310001287750NZD, Royal Bank of Canada, Company Settlement Date January 27, 20232022-12-310001287750CAD, Royal Bank of Canada, Company Settlement Date January 27, 2023, Contract Two2022-12-310001287750Apex Clean Energy TopCo, LLC2022-01-012022-12-310001287750Apex Clean Energy TopCo, LLC2022-12-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC2022-01-012022-12-310001287750APG Intermediate Holdings Corporation and APG Holdings, LLC2022-12-310001287750Blue Wolf Capital Fund II, L.P.2022-01-012022-12-310001287750Blue Wolf Capital Fund II, L.P.2022-12-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P.2022-01-012022-12-310001287750Bragg Live Food Products, LLC and SPC Investment Co., L.P.2022-12-310001287750ESCP PPG Holdings, LLC2022-01-012022-12-310001287750ESCP PPG Holdings, LLC2022-12-310001287750European Capital UK SME Debt LP2022-01-012022-12-310001287750European Capital UK SME Debt LP2022-12-310001287750PCG-Ares Sidecar Investment, L.P.2022-01-012022-12-310001287750PCG-Ares Sidecar Investment, L.P.2022-12-310001287750PCG-Ares Sidecar Investment II, L.P.2022-01-012022-12-310001287750PCG-Ares Sidecar Investment II, L.P.2022-12-310001287750Primrose Holding Corporation2022-01-012022-12-310001287750Primrose Holding Corporation2022-12-310001287750Production Resource Group, L.L.C. and PRG III, LLC2022-01-012022-12-310001287750Production Resource Group, L.L.C. and PRG III, LLC2022-12-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC2022-01-012022-12-310001287750Shock Doctor, Inc. and Shock Doctor Holdings, LLC2022-12-310001287750Sundance Energy Inc.2022-01-012022-12-310001287750Sundance Energy Inc.2022-12-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc.2022-01-012022-12-310001287750Totes Isotoner Corporation and Totes Ultimate Holdco, Inc.2022-12-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerNoncontrolledMember2022-01-012022-12-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC2022-01-012022-12-310001287750Absolute Dental Group LLC and Absolute Dental Equity, LLC2022-12-310001287750ACAS Equity Holdings Corporation2022-01-012022-12-310001287750ACAS Equity Holdings Corporation2022-12-310001287750ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc.2022-01-012022-12-310001287750ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc.2022-12-310001287750CoLTs 2005-1 Ltd.2022-01-012022-12-310001287750CoLTs 2005-1 Ltd.2022-12-310001287750Eckler Industries, Inc. and Eckler Purchaser LLC2022-01-012022-12-310001287750Eckler Industries, Inc. and Eckler Purchaser LLC2022-12-310001287750Halex Holdings, Inc.2022-01-012022-12-310001287750Halex Holdings, Inc.2022-12-310001287750HCI Equity, LLC2022-01-012022-12-310001287750HCI Equity, LLC2022-12-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC2022-01-012022-12-310001287750Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC2022-12-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation2022-01-012022-12-310001287750Imaging Business Machines, L.L.C. and Scanner Holdings Corporation2022-12-310001287750Ivy Hill Asset Management, L.P.2022-01-012022-12-310001287750Ivy Hill Asset Management, L.P.2022-12-310001287750Joyce Lane Capital LLC and Joyce Lane Financing SPV LLC (fka Ciena Capital LLC)2022-01-012022-12-310001287750Joyce Lane Capital LLC and Joyce Lane Financing SPV LLC (fka Ciena Capital LLC)2022-12-310001287750Navisun LLC and Navisun Holdings LLC2022-01-012022-12-310001287750Navisun LLC and Navisun Holdings LLC2022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P. and Asclepius Hodlings LLC2022-01-012022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P. and Asclepius Hodlings LLC2022-12-310001287750Potomac Intermediate Holdings II LLC2022-01-012022-12-310001287750Potomac Intermediate Holdings II LLC2022-12-310001287750PS Operating Company LLC and PS Op Holdings LLC2022-01-012022-12-310001287750PS Operating Company LLC and PS Op Holdings LLC2022-12-310001287750RD Holdco Inc.2022-01-012022-12-310001287750RD Holdco Inc.2022-12-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC)2022-01-012022-12-310001287750S Toys Holdings LLC (fka The Step2 Company, LLC)2022-12-310001287750Senior Direct Lending Program, LLC2022-01-012022-12-310001287750Senior Direct Lending Program, LLC2022-12-310001287750Startec Equity, LLC2022-01-012022-12-310001287750Startec Equity, LLC2022-12-310001287750VPROP Operating, LLC and V SandCo, LLC2022-01-012022-12-310001287750VPROP Operating, LLC and V SandCo, LLC2022-12-310001287750us-gaap-supplement:InvestmentAffiliatedIssuerControlledMember2022-01-012022-12-310001287750arcc:SubordinatedCertificatesOfTheSDLPMembersrt:MinimumMemberarcc:AresCapitalCorporationMember2022-12-310001287750arcc:NonQualifyingAssetsMemberus-gaap:CustomerConcentrationRiskMemberarcc:InvestmentsAtFairValueAndOtherNonQualifyingAssetsMember2022-01-012022-12-310001287750McKenzie Creative Brands, LLC, First lien senior secured loan, First Out Tranche2022-12-310001287750DFC Global Facility Borrower III LLC, First lien senior secured revolving loan, Secured borrowing2022-12-310001287750Abzena Holdings, Inc. and Astro Group Holdings Ltd.2022-12-310001287750Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC2022-12-310001287750ADG, LLC and RC IV GEDC Investor LLC2022-12-310001287750Advarra Holdings, Inc.2022-12-310001287750AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC2022-12-310001287750AI Fire Buyer, Inc. and AI Fire Parent LLC2022-12-310001287750AIM Acquisition, LLC2022-12-310001287750Alcami Corporation and ACM Note Holdings, LLC2022-12-310001287750American Residential Services L.L.C. and Aragorn Parent Holdings LP2022-12-310001287750Anaplan, Inc.2022-12-310001287750Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua2022-12-310001287750Applied Technical Services, LLC2022-12-310001287750Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc.2022-12-310001287750Apptio, Inc.2022-12-310001287750AQ Sage Buyer, LLC2022-12-310001287750AQ Sunshine, Inc.2022-12-310001287750Argenbright Holdings V, LLC and Amberstone Security Group Limited2022-12-310001287750ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP2022-12-310001287750AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP2022-12-310001287750ATI Restoration, LLC2022-12-310001287750Atlas Intermediate III, L.L.C.2022-12-310001287750Avalara, Inc.2022-12-310001287750Aventine Intermediate LLC & Aventine Holdings II LLC2022-12-310001287750Avetta, LLC2022-12-310001287750AxiomSL Group, Inc. and Calypso Group, Inc.2022-12-310001287750BAART Programs, Inc., MedMark Services, Inc., and Canadian Addiction Treatment Centres LP2022-12-310001287750Banyan Software Holdings, LLC and Banyan Software, LP2022-12-310001287750Beacon Pointe Harmony, LLC2022-12-310001287750Belfor Holdings, Inc.2022-12-310001287750Benecon Midco II LLC and Locutus Holdco LLC2022-12-310001287750Benefytt Technologies, Inc.2022-12-310001287750Berner Food & Beverage, LLC2022-12-310001287750BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC2022-12-310001287750Borrower R365 Holdings LLC2022-12-310001287750Bottomline Technologies, Inc.2022-12-310001287750Businessolver.com, Inc.2022-12-310001287750Cadence Aerospace, LLC2022-12-310001287750Caerus Midco 3 S.Ã r.l.2022-12-310001287750Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP2022-12-310001287750Captive Resources Midco, LLC2022-12-310001287750Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc.2022-12-310001287750CCS-CMGC Holdings, Inc.2022-12-310001287750CDI Holdings III Corp. and CDI Holdings I Corp.2022-12-310001287750Center for Autism and Related Disorders, LLC2022-12-310001287750Centric Brands LLC and Centric Brands GP LLC2022-12-310001287750Chariot Buyer LLC2022-12-310001287750Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC2022-12-310001287750CMG HoldCo, LLC and CMG Buyer Holdings, Inc.2022-12-310001287750Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc.2022-12-310001287750Commercial Trailer Leasing, Inc.2022-12-310001287750Community Brands ParentCo, LLC2022-12-310001287750Compex Legal Services, Inc.2022-12-310001287750Comprehensive EyeCare Partners, LLC2022-12-310001287750Concert Golf Partners Holdco LLC2022-12-310001287750Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P.2022-12-310001287750Continental Café, LLC and Infinity Ovation Yacht Charters, LLC2022-12-310001287750Convera International Holdings Limited and Convera International Financial S.A R.L.2022-12-310001287750CoreLogic, Inc. and T-VIII Celestial Co-Invest LP2022-12-310001287750Cority Software Inc., Cority Software (USA) Inc., and Cority Parent, Inc.2022-12-310001287750Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc.2022-12-310001287750Covaris Intermediate 3, LLC & Covaris Parent, LLC2022-12-310001287750Coyote Buyer, LLC2022-12-310001287750CrossCountry Mortgage, LLC2022-12-310001287750Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC2022-12-310001287750CST Holding Company2022-12-310001287750CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC2022-12-310001287750DecoPac, Inc. and KCAKE Holdings Inc.2022-12-310001287750Denali Holdco LLC and Denali Apexco LP2022-12-310001287750DFC Global Facility Borrower III LLC2022-12-310001287750Diligent Corporation and Diligent Preferred Issuer, Inc.2022-12-310001287750Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc.2022-12-310001287750DRS Holdings III, Inc. and DRS Holdings I, Inc.2022-12-310001287750DS Admiral Bidco, LLC2022-12-310001287750Dye & Durham Corporation2022-12-310001287750Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP2022-12-310001287750Elemica Parent, Inc. & EZ Elemica Holdings, Inc.2022-12-310001287750Elevation Services Parent Holdings, LLC2022-12-310001287750Emergency Communications Network, LLC2022-12-310001287750EP Wealth Advisors, LLC2022-12-310001287750EpiServer Inc. and Episerver Sweden Holdings AB2022-12-310001287750EPS NASS Parent, Inc.2022-12-310001287750eResearch Technology, Inc. and Astorg VII Co-Invest ERT2022-12-310001287750ESHA Research, LLC and RMCF VI CIV XLVIII, L.P.2022-12-310001287750Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC2022-12-310001287750Explorer Investor, Inc2022-12-310001287750Extrahop Networks, Inc.2022-12-310001287750Faraday Buyer, LLC2022-12-310001287750FL Hawk Intermediate Holdings, Inc.2022-12-310001287750Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc.2022-12-310001287750FM:Systems Group, LLC2022-12-310001287750Forescout Technologies, Inc.2022-12-310001287750Foundation Risk Partners, Corp.2022-12-310001287750FS Squared Holding Corp. and FS Squared, LLC2022-12-310001287750Galway Borrower LLC2022-12-310001287750Genesis Acquisition Co. and Genesis Ultimate Holding Co.2022-12-310001287750GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC2022-12-310001287750GI Ranger Intermediate LLC2022-12-310001287750Global Music Rights, LLC2022-12-310001287750GNZ Energy Bidco Limited and Galileo Co-investment Trust I2022-12-310001287750Gotham Greens Holdings, PBC2022-12-310001287750GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC2022-12-310001287750HAI Acquisition Corporation and Aloha Topco, LLC2022-12-310001287750Harvey Tool Company, LLC2022-12-310001287750HealthEdge Software, Inc.2022-12-310001287750Heavy Construction Systems Specialists, LLC2022-12-310001287750Help/Systems Holdings, Inc.2022-12-310001287750HGC Holdings, LLC2022-12-310001287750HH-Stella, Inc. and Bedrock Parent Holdings, LP2022-12-310001287750High Street Buyer, Inc. and High Street Holdco LLC2022-12-310001287750Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC2022-12-310001287750Hometown Food Company2022-12-310001287750Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP2022-12-310001287750Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P.2022-12-310001287750Inszone Mid, LLC and INSZ Holdings, LLC2022-12-310001287750IQN Holding Corp.2022-12-310001287750ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, LLC2022-12-310001287750ITI Holdings, Inc.2022-12-310001287750JDC Healthcare Management, LLC2022-12-310001287750K2 Insurance Services, LLC and K2 Holdco LP2022-12-310001287750Kaseya Inc. and Knockout Intermediate Holdings I Inc.2022-12-310001287750KBHS Acquisition, LLC (d/b/a Alita Care, LLC)2022-12-310001287750Kene Acquisition, Inc. and Kene Holdings, L.P.2022-12-310001287750Laboratories Bidco LLC and Laboratories Topco LLC2022-12-310001287750LeanTaaS Holdings, Inc.2022-12-310001287750Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P.2022-12-310001287750Lew's Intermediate Holdings, LLC2022-12-310001287750Lido Advisors, LLC2022-12-310001287750LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P.2022-12-310001287750LJP Purchaser, Inc. and LJP Topco, LP2022-12-310001287750Lower ACS, Inc.2022-12-310001287750LSP Holdco, LLC and ZBS Mechanical Group Co-Invest Fund 2, LLC2022-12-310001287750Majesco and Magic Topco, L.P.2022-12-310001287750Management Consulting & Research LLC2022-12-310001287750Manna Pro Products, LLC2022-12-310001287750Marmic Purchaser, LLC and Marmic Topco, L.P.2022-12-310001287750Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP2022-12-310001287750McKenzie Creative Brands, LLC2022-12-310001287750Medline Borrower, LP2022-12-310001287750Micromeritics Instrument Corp.2022-12-310001287750Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp2022-12-310001287750Ministry Brands Holdings, LLC and RCP MB Investments B, L.P.2022-12-310001287750Monica Holdco (US) Inc.2022-12-310001287750Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC2022-12-310001287750MRI Software LLC2022-12-310001287750Murchison Oil and Gas, LLC and Murchison Holdings, LLC2022-12-310001287750n2y Holding, LLC2022-12-310001287750NAS, LLC and Nationwide Marketing Group, LLC2022-12-310001287750National Intergovernmental Purchasing Alliance Company2022-12-310001287750NCWS Intermediate, Inc. and NCWS Holdings LP2022-12-310001287750Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V.2022-12-310001287750Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P.2022-12-310001287750Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-12022-12-310001287750NMC Skincare Intermediate Holdings II, LLC2022-12-310001287750NMN Holdings III Corp. and NMN Holdings LP2022-12-310001287750Noble Aerospace, LLC2022-12-310001287750North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC2022-12-310001287750North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC2022-12-310001287750North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC2022-12-310001287750North Haven Stack Buyer, LLC2022-12-310001287750Offen, Inc.2022-12-310001287750Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC2022-12-310001287750OneDigital Borrower LLC2022-12-310001287750Pathway Vet Alliance LLC and Jedi Group Holdings LLC2022-12-310001287750Patriot Growth Insurance Services, LLC2022-12-310001287750Paya, Inc and GTCR-Ultra Holdings LLC2022-12-310001287750PDDS HoldCo, Inc.2022-12-310001287750PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC2022-12-310001287750Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC2022-12-310001287750Pelican Products, Inc.2022-12-310001287750People Corporation2022-12-310001287750Perforce Software, Inc.2022-12-310001287750Petroleum Service Group LLC2022-12-310001287750Petrus Buyer, Inc.2022-12-310001287750Petvisor Holdings, LLC2022-12-310001287750Ping Identity Holding Corp.2022-12-310001287750Pluralsight, Inc.2022-12-310001287750Precision Concepts International LLC and Precision Concepts Canada Corporation2022-12-310001287750Premier Specialties, Inc. and RMCF V CIV XLIV, L.P.2022-12-310001287750Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP2022-12-310001287750Prime Buyer, L.L.C.2022-12-310001287750Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC2022-12-310001287750Professional Fighters League, LLC and PFL MMA, Inc.2022-12-310001287750ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P.2022-12-310001287750Project Essential Bidco, Inc. and Project Essential Super Parent, Inc.2022-12-310001287750Project Potter Buyer, LLC and Project Potter Parent, L.P.2022-12-310001287750Proofpoint, Inc.2022-12-310001287750Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings LLC2022-12-310001287750Pyramid Management Advisors, LLC and Pyramid Investors, LLC2022-12-310001287750QF Holdings, Inc.2022-12-310001287750Qnnect, LLC and Connector TopCo, LP2022-12-310001287750Radius Aerospace, Inc. and Radius Aerospace Europe Limited2022-12-310001287750Radwell Parent, LLC2022-12-310001287750Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC2022-12-310001287750RB Holdings InterCo, LLC2022-12-310001287750Reddy Ice LLC2022-12-310001287750Redwood Services, LLC and Redwood Services Holdco, LLC2022-12-310001287750Reef Lifestyle, LLC2022-12-310001287750Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P.2022-12-310001287750Relativity ODA LLC2022-12-310001287750Repairify, Inc. and Repairify Holdings, LLC2022-12-310001287750Revalize, Inc.2022-12-310001287750Rialto Management Group, LLC2022-12-310001287750Riser Merger Sub, Inc.2022-12-310001287750Riverview Power LLC2022-12-310001287750RMS HoldCo II, LLC & RMS Group Holdings, Inc.2022-12-310001287750Rodeo AcquisitionCo LLC2022-12-310001287750RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc.2022-12-310001287750RTI Surgical, Inc. and Pioneer Surgical Technology, Inc.2022-12-310001287750SageSure Holdings, LLC & Insight Catastrophe Group, LLC2022-12-310001287750Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P.2022-12-310001287750SCIH Salt Holdings Inc.2022-12-310001287750SCM Insurance Services Inc.2022-12-310001287750SFE Intermediate Holdco LLC2022-12-310001287750Shermco Intermediate Holdings, Inc.2022-12-310001287750Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc.2022-12-310001287750SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC2022-12-310001287750SM Wellness Holdings, Inc. and SM Holdco, Inc.2022-12-310001287750Smarsh Inc. and Skywalker TopCo, LLC2022-12-310001287750Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp2022-12-310001287750Star US Bidco LLC2022-12-310001287750Sun Acquirer Corp. and Sun TopCo, LP2022-12-310001287750Sundance Group Holdings, Inc.2022-12-310001287750Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon2022-12-310001287750Sunrun Luna Holdco 2021, LLC2022-12-310001287750SV-Burton Holdings, LLC and LBC Breeze Holdings LLC2022-12-310001287750Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc.2022-12-310001287750Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC2022-12-310001287750TA/WEG Holdings, LLC2022-12-310001287750Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C.2022-12-310001287750Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P.2022-12-310001287750TCP Hawker Intermediate LLC2022-12-310001287750TerSera Therapeutics LLC2022-12-310001287750The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc.2022-12-310001287750The Arcticom Group, LLC and AMCP Mechanical Holdings, LP2022-12-310001287750The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC2022-12-310001287750The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P.2022-12-310001287750The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP2022-12-310001287750Thermostat Purchaser III, Inc.2022-12-310001287750THG Acquisition, LLC2022-12-310001287750TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P.2022-12-310001287750Trader Corporation and Project Auto Finco Corp.2022-12-310001287750Two Six Labs, LLC2022-12-310001287750UKG Inc. and H&F Unite Partners, L.P.2022-12-310001287750United Digestive MSO Parent, LLC2022-12-310001287750US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P.2022-12-310001287750Verista, Inc.2022-12-310001287750Verscend Holding Corp.2022-12-310001287750VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P.2022-12-310001287750VRC Companies, LLC2022-12-310001287750VS Buyer, LLC2022-12-310001287750Watermill Express, LLC and Watermill Express Holdings, LLC2022-12-310001287750Waverly Advisors, LLC2022-12-310001287750WebPT, Inc.2022-12-310001287750Wellness AcquisitionCo, Inc.2022-12-310001287750Wildcat BuyerCo, Inc. and Wildcat Parent, LP2022-12-310001287750WorkWave Intermediate II, LLC2022-12-310001287750WSHP FC Acquisition LLC and WSHP FC Holdings LLC2022-12-310001287750XIFIN, Inc. and ACP Charger Co-Invest LLC2022-12-310001287750YE Brands Holdings, LLC2022-12-310001287750ZB Holdco LLC & ZB Parent LLC2022-12-310001287750ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP2022-12-310001287750arcc:RevolvingAndDelayedDrawLoanCommitmentsMember2022-12-310001287750PCG-Ares Sidecar Investment, L.P. and PCG-Ares Sidecar Investment II, L.P.2022-12-310001287750Athyrium Buffalo 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 814-00663
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) |
245 Park Avenue, 44th Floor, New York, NY 10167
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrant’s telephone number, including area code)
____________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading symbol | Name of each exchange on which registered |
Common stock, par value $0.001 per share | ARCC | NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): | | | | | | | | |
Large accelerated filer x | | Accelerated filer o |
Non-accelerated filer o | | Smaller reporting company o |
| | Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. 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 ý
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 April 25, 2023 |
Common stock, $0.001 par value | | 544,581,080 |
ARES CAPITAL CORPORATION
INDEX
| | | | | | | | |
Part I. | | |
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Part II. | | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Item 5. | | |
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Item 6. | | |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
| (unaudited) | | |
ASSETS | | | |
Investments at fair value | | | |
Non-controlled/non-affiliate company investments | $ | 16,572 | | | $ | 17,296 | |
Non-controlled affiliate company investments | 381 | | | 364 | |
Controlled affiliate company investments | 4,195 | | | 4,120 | |
Total investments at fair value (amortized cost of $21,430 and $22,043, respectively) | 21,148 | | | 21,780 | |
Cash and cash equivalents | 359 | | | 303 | |
Restricted cash | 18 | | | 34 | |
Interest receivable | 187 | | | 176 | |
| | | |
Receivable for open trades | 7 | | | 4 | |
Other assets | 75 | | | 81 | |
Operating lease right-of-use asset | 18 | | | 20 | |
Total assets | $ | 21,812 | | | $ | 22,398 | |
LIABILITIES | | | |
Debt | $ | 11,164 | | | $ | 12,210 | |
Base management fees payable | 79 | | | 79 | |
Income based fees payable | 157 | | | 81 | |
Capital gains incentive fees payable | 29 | | | 35 | |
Interest and facility fees payable | 84 | | | 105 | |
Payable to participants | 18 | | | 34 | |
Payable for open trades | 7 | | | 22 | |
Accounts payable and other liabilities | 117 | | | 167 | |
Secured borrowings | 80 | | | 79 | |
Operating lease liabilities | 28 | | | 31 | |
Total liabilities | 11,763 | | | 12,843 | |
Commitments and contingencies (Note 7) | | | |
STOCKHOLDERS’ EQUITY | | | |
Common stock, par value $0.001 per share, 700 common shares authorized; 545 and 519 common shares issued and outstanding, respectively | 1 | | | 1 | |
Capital in excess of par value | 10,033 | | | 9,556 | |
Accumulated undistributed (overdistributed) earnings | 15 | | | (2) | |
Total stockholders’ equity | 10,049 | | | 9,555 | |
Total liabilities and stockholders’ equity | $ | 21,812 | | | $ | 22,398 | |
NET ASSETS PER SHARE | $ | 18.45 | | | $ | 18.40 | |
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
| | | | | | | | | |
INVESTMENT INCOME: | | | | | | | | | |
From non-controlled/non-affiliate company investments: | | | | | | | | | |
Interest income (excluding payment-in-kind (“PIK”) interest income) | $ | 367 | | | $ | 242 | | | | | | | |
PIK interest income | 37 | | | 27 | | | | | | | |
Capital structuring service fees | 10 | | | 26 | | | | | | | |
Dividend income | 57 | | | 41 | | | | | | | |
Other income | 16 | | | 10 | | | | | | | |
Total investment income from non-controlled/non-affiliate company investments | 487 | | | 346 | | | | | | | |
From non-controlled affiliate company investments: | | | | | | | | | |
Interest income (excluding PIK interest income) | 3 | | | 1 | | | | | | | |
PIK interest income | 1 | | | 1 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total investment income from non-controlled affiliate company investments | 4 | | | 2 | | | | | | | |
From controlled affiliate company investments: | | | | | | | | | |
Interest income (excluding PIK interest income) | 59 | | | 37 | | | | | | | |
PIK interest income | 3 | | | 2 | | | | | | | |
Capital structuring service fees | — | | | 4 | | | | | | | |
Dividend income | 64 | | | 47 | | | | | | | |
Other income | 1 | | | 2 | | | | | | | |
Total investment income from controlled affiliate company investments | 127 | | | 92 | | | | | | | |
Total investment income | 618 | | | 440 | | | | | | | |
EXPENSES: | | | | | | | | | |
Interest and credit facility fees | 139 | | | 93 | | | | | | | |
Base management fees | 79 | | | 73 | | | | | | | |
Income based fees | 76 | | | 51 | | | | | | | |
Capital gains incentive fees | (6) | | | 2 | | | | | | | |
Administrative fees | 3 | | | 4 | | | | | | | |
Other general and administrative | 7 | | | 6 | | | | | | | |
Total expenses | 298 | | | 229 | | | | | | | |
NET INVESTMENT INCOME BEFORE INCOME TAXES | 320 | | | 211 | | | | | | | |
Income tax expense, including excise tax | 2 | | | 13 | | | | | | | |
NET INVESTMENT INCOME | 318 | | | 198 | | | | | | | |
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, FOREIGN CURRENCY AND OTHER TRANSACTIONS: | | | | | | | | | |
Net realized gains (losses): | | | | | | | | | |
Non-controlled/non-affiliate company investments | (20) | | | 50 | | | | | | | |
| | | | | | | | | |
Controlled affiliate company investments | — | | | 19 | | | | | | | |
Foreign currency and other transactions | (30) | | | (11) | | | | | | | |
Net realized (losses) gains | (50) | | | 58 | | | | | | | |
Net unrealized gains (losses): | | | | | | | | | |
Non-controlled/non-affiliate company investments | 3 | | | (7) | | | | | | | |
Non-controlled affiliate company investments | 14 | | | (1) | | | | | | | |
Controlled affiliate company investments | (32) | | | (2) | | | | | | | |
Foreign currency and other transactions | 25 | | | 13 | | | | | | | |
Net unrealized gains | 10 | | | 3 | | | | | | | |
Net realized and unrealized (losses) gains on investments, foreign currency and other transactions | (40) | | | 61 | | | | | | | |
REALIZED LOSS ON EXTINGUISHMENT OF DEBT | — | | | (48) | | | | | | | |
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS | $ | 278 | | | $ | 211 | | | | | | | |
NET INCOME PER COMMON SHARE (see Note 10) | | | | | | | | | |
Basic | $ | 0.52 | | | $ | 0.44 | | | | | | | |
Diluted | $ | 0.51 | | | $ | 0.43 | | | | | | | |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING (see Note 10) | | | | | | | | | |
Basic | 534 | | | 479 | | | | | | | |
Diluted | 555 | | | 500 | | | | | | | |
| | | | | | | | | |
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Software and Services | | | | | | | | | | | | | | | | | | | | | |
2U, Inc. | | Provider of course design and learning management system to educational institutions | | First lien senior secured loan | | 11.32% | SOFR (S) | 6.50% | | 01/2023 | | 12/2026 | | | 5.1 | | | 4.8 | | | 4.8 | | (2)(6)(11) | |
AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC (15) | | Payment processing solution provider | | First lien senior secured revolving loan | | | | | | 02/2020 | | 06/2028 | | | — | | | — | | | — | | | |
| | | | First lien senior secured loan | | 10.64% | SOFR (A) | 5.75% | | 06/2022 | | 06/2028 | | | 120.3 | | | 118.2 | | | 114.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.45% | SOFR (A) | 5.75% | | 02/2020 | | 06/2028 | | | 63.2 | | | 63.2 | | | 60.0 | | (2)(11) | |
| | | | Senior subordinated loan | | 14.83% PIK | | | | 02/2020 | | 06/2030 | | | 32.7 | | | 32.7 | | | 31.1 | | (2) | |
| | | | Senior subordinated loan | | 14.83% PIK | | | | 02/2020 | | 06/2030 | | | 27.3 | | | 27.3 | | | 25.9 | | (2) | |
| | | | | | | | | | | | | | | | | 241.4 | | | 231.2 | | | |
Anaplan, Inc. (15) | | Provider of cloud-based connected planning platforms for business analytics | | First lien senior secured loan | | 11.31% | SOFR (M) | 6.50% | | 06/2022 | | 06/2029 | | | 1.8 | | | 1.8 | | | 1.7 | | (2)(11) | |
Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua (15) | | Provider of intellectual property management lifecycle software | | First lien senior secured revolving loan | | 10.19% | LIBOR (Q) | 5.25% | | 04/2019 | | 10/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 7.58% | Euribor (S) | 5.50% | | 04/2019 | | 04/2026 | | | 4.4 | | | 4.6 | | | 4.4 | | (2) | |
| | | | First lien senior secured loan | | 10.19% | LIBOR (S) | 5.25% | | 06/2021 | | 04/2026 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | Limited partnership units | | | | | | 06/2019 | | | | 4,400,000 | | | 4.2 | | | 7.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 9.9 | | | 13.2 | | | |
APG Intermediate Holdings Corporation and APG Holdings, LLC (4)(15) | | Aircraft performance software provider | | First lien senior secured loan | | 10.39% | LIBOR (Q) | 5.25% | | 01/2020 | | 01/2025 | | | 13.3 | | | 13.3 | | | 13.3 | | (2)(11) | |
| | | | Class A membership Units | | | | | | 01/2020 | | | | 9,750,000 | | | 9.8 | | | 10.6 | | (2) | |
| | | | | | | | | | | | | | | | | 23.1 | | | 23.9 | | | |
Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc. (15) | | Software platform for identification, prevention and management of substance use disorder | | First lien senior secured loan | | 11.96% | LIBOR (M) | 7.25% | | 05/2021 | | 05/2027 | | | 5.6 | | | 5.6 | | | 5.6 | | (2)(11) | |
| | | | Series A preferred shares | | 11.00% PIK | | | | 05/2021 | | | | 32,236 | | | 39.8 | | | 36.2 | | (2) | |
| | | | | | | | | | | | | | | | | 45.4 | | | 41.8 | | | |
Apptio, Inc. (15) | | Provider of cloud-based technology business management solutions | | First lien senior secured revolving loan | | 10.80% | LIBOR (Q) | 6.00% | | 01/2019 | | 01/2025 | | | 3.8 | | | 3.8 | | | 3.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.81% | LIBOR (Q) | 5.00% | | 01/2019 | | 01/2025 | | | 15.1 | | | 15.1 | | | 15.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 18.9 | | | 18.9 | | | |
Auctane, Inc. (fka Stamps.com Inc.) | | Provider of mailing and shipping solutions | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 10/2021 | | 10/2028 | | | 146.4 | | | 146.4 | | | 140.5 | | (2)(11) | |
Avalara, Inc. (15) | | Provider of cloud-based solutions for transaction tax compliance worldwide | | First lien senior secured loan | | 12.15% | SOFR (Q) | 7.25% | | 10/2022 | | 10/2028 | | | 72.2 | | | 72.2 | | | 70.4 | | (2)(11) | |
Avetta, LLC (15) | | Supply chain risk management SaaS platform for global enterprise clients | | First lien senior secured loan | | 10.58% | LIBOR (Q) | 5.75% | | 07/2021 | | 04/2024 | | | 0.2 | | | 0.2 | | | 0.1 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
AxiomSL Group, Inc. and Calypso Group, Inc. (15) | | Provider of risk data management and regulatory reporting software | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 07/2021 | | 12/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
Banyan Software Holdings, LLC and Banyan Software, LP (15) | | Vertical software businesses holding company | | First lien senior secured revolving loan | | 10.32% | SOFR (Q) | 5.50% | | 01/2023 | | 10/2025 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.91% | LIBOR (M) | 7.00% | | 10/2020 | | 10/2026 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.91% | LIBOR (M) | 7.00% | | 12/2021 | | 10/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(6)(11) | |
| | | | Preferred units | | | | | | 01/2022 | | | | 120,999 | | | 4.1 | | | 7.8 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 6.3 | | | 10.0 | | | |
Borrower R365 Holdings LLC (15) | | Provider of restaurant enterprise resource planning systems | | First lien senior secured loan | | 8.66% (3.00% PIK) | LIBOR (Q) | 3.50% | | 06/2021 | | 06/2027 | | | 16.0 | | | 15.8 | | | 16.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.66% (3.00% PIK) | LIBOR (Q) | 3.50% | | 01/2022 | | 06/2027 | | | 2.0 | | | 1.9 | | | 2.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 17.7 | | | 18.0 | | | |
Bottomline Technologies, Inc. and Legal Spend Holdings, LLC (15) | | Provider of payment automation solutions | | First lien senior secured loan | | 10.26% | SOFR (M) | 5.50% | | 05/2022 | | 05/2029 | | | 18.0 | | | 18.0 | | | 17.6 | | (2)(11) | |
Businessolver.com, Inc. (15) | | Provider of SaaS-based benefits solutions for employers and employees | | First lien senior secured loan | | 10.06% | LIBOR (S) | 5.50% | | 12/2021 | | 12/2027 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
CallMiner, Inc. | | Provider of cloud-based conversational analytics solutions | | Warrant to purchase shares of Series 1 preferred stock | | | | | | 07/2014 | | 07/2024 | | 2,350,636 | | | — | | | — | | | |
Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc. (15) | | Provider of software and technology-enabled content and analytical solutions to insurance brokers | | First lien senior secured revolving loan | | 11.50% | Base Rate (Q) | 3.50% | | 11/2020 | | 11/2025 | | | 5.0 | | | 5.0 | | | 4.7 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.90% | LIBOR (Q) | 7.75% | | 11/2020 | | 11/2028 | | | 64.3 | | | 64.3 | | | 61.0 | | (2)(11) | |
| | | | Series A preferred shares | | 16.19% PIK | LIBOR (Q) | 11.00% | | 11/2020 | | | | 24,898 | | | 33.4 | | | 29.0 | | (2) | |
| | | | Series A-2 preferred shares | | 16.19% PIK | LIBOR (Q) | 11.00% | | 12/2020 | | | | 8,963 | | | 11.9 | | | 10.3 | | (2) | |
| | | | Series A-3 preferred shares | | 11.00% PIK | | | | 11/2021 | | | | 11,952 | | | 13.9 | | | 12.1 | | (2) | |
| | | | | | | | | | | | | | | | | 128.5 | | | 117.1 | | | |
Community Brands ParentCo, LLC (15) | | Software and payment services provider to non-profit institutions | | First lien senior secured loan | | 10.66% | SOFR (M) | 5.75% | | 02/2022 | | 02/2028 | | | 10.6 | | | 10.6 | | | 10.4 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2016 | | | | 500,000 | | | 5.0 | | | 6.0 | | (2) | |
| | | | | | | | | | | | | | | | | 15.6 | | | 16.4 | | | |
Computer Services, Inc. | | Infrastructure software provider to community banks | | First lien senior secured loan | | 11.66% | SOFR (Q) | 6.75% | | 11/2022 | | 11/2029 | | | 34.1 | | | 34.1 | | | 33.0 | | (2)(11) | |
Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P. (15) | | Provider of sales software for the interior design industry | | First lien senior secured revolving loan | | 10.72% | SOFR (Q) | 5.75% | | 11/2021 | | 05/2028 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(6)(11) | |
| | | | First lien senior secured revolving loan | | 9.07% | Euribor (Q) | 6.25% | | 11/2021 | | 05/2028 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.80% | SOFR (Q) | 5.75% | | 06/2022 | | 05/2028 | | | 11.7 | | | 11.7 | | | 11.3 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.79% | SOFR (Q) | 5.75% | | 05/2021 | | 05/2028 | | | 74.6 | | | 74.6 | | | 72.4 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.24% | Euribor (Q) | 6.25% | | 11/2021 | | 05/2028 | | | 28.0 | | | 29.0 | | | 27.1 | | (2)(6) | |
| | | | Common units | | | | | | 05/2021 | | | | 4,799,000 | | | 4.8 | | | 7.2 | | (2)(6) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Series A common units | | | | | | 09/2022 | | | | 23,340 | | | 0.2 | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 121.2 | | | 118.9 | | | |
CoreLogic, Inc. and T-VIII Celestial Co-Invest LP (15) | | Provider of information, insight, analytics, software and other outsourced services primarily to the mortgage, real estate and insurance sectors | | Second lien senior secured loan | | 11.38% | LIBOR (M) | 6.50% | | 06/2021 | | 06/2029 | | | 155.7 | | | 155.7 | | | 132.3 | | (2)(11) | |
| | | | Limited partnership units | | | | | | 04/2021 | | | | 59,665,989 | | | 59.7 | | | 48.8 | | (2) | |
| | | | | | | | | | | | | | | | | 215.4 | | | 181.1 | | | |
Cority Software Inc., Cority Software (USA) Inc., and Cority Parent, Inc. (15) | | Provider of environmental, health and safety software to track compliance data | | First lien senior secured loan | | 10.09% | SOFR (Q) | 5.50% | | 10/2019 | | 07/2026 | | | 4.4 | | | 4.4 | | | 4.3 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.59% | SOFR (Q) | 6.00% | | 09/2022 | | 07/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 12.09% | SOFR (Q) | 7.50% | | 09/2020 | | 07/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.09% | SOFR (Q) | 5.50% | | 07/2019 | | 07/2026 | | | 6.3 | | | 6.3 | | | 6.2 | | (2)(6)(11) | |
| | | | Preferred equity | | 9.00% PIK | | | | 07/2019 | | | | 198 | | | 0.3 | | | 0.7 | | (2)(6) | |
| | | | Common equity | | | | | | 07/2019 | | | | 190,143 | | | — | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 11.3 | | | 11.5 | | | |
Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc. (15) | | Provider of a cloud-based, SaaS platform for talent management | | First lien senior secured revolving loan | | 7.96% | LIBOR (M) | 3.25% | | 10/2021 | | 10/2026 | | | 23.8 | | | 23.8 | | | 21.7 | | (2)(14) | |
| | | | Second lien senior secured loan | | 11.34% | LIBOR (M) | 6.50% | | 10/2021 | | 10/2029 | | | 137.5 | | | 137.5 | | | 127.9 | | (2)(11) | |
| | | | Series A preferred shares | | 10.50% PIK | | | | 10/2021 | | | | 116,413 | | | 131.8 | | | 112.0 | | (2) | |
| | | | Class A-1 common stock | | | | | | 10/2021 | | | | 1,360,100 | | | 13.6 | | | 17.4 | | (2) | |
| | | | | | | | | | | | | | | | | 306.7 | | | 279.0 | | | |
Coupa Holdings, LLC and Coupa Software Incorporated (15) | | Provider of business spend management software | | First lien senior secured loan | | 12.29% | SOFR (M) | 7.50% | | 03/2023 | | 02/2030 | | | 9.0 | | | 9.0 | | | 8.8 | | (2)(11) | |
Datix Bidco Limited | | Global healthcare software company that provides software solutions for patient safety and risk management | | First lien senior secured loan | | 9.00% | SOFR (S) | 4.50% | | 11/2022 | | 04/2025 | | | 4.3 | | | 4.2 | | | 4.2 | | (2)(6) | |
| | | | Second lien senior secured loan | | 12.68% | SOFR (S) | 7.75% | | 11/2022 | | 04/2026 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 4.9 | | | 4.9 | | | |
Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P. | | Provider of internet security tools and solutions | | Second lien senior secured loan | | 11.70% | SOFR (S) | 7.00% | | 05/2022 | | 02/2029 | | | 11.0 | | | 10.3 | | | 10.8 | | (2) | |
| | | | Series A preferred shares | | 10.50% PIK | | | | 05/2021 | | | | 129,822 | | | 153.0 | | | 137.7 | | (2) | |
| | | | Series A units | | | | | | 05/2021 | | | | 817,194 | | | 13.3 | | | 12.2 | | (2) | |
| | | | | | | | | | | | | | | | | 176.6 | | | 160.7 | | | |
Denali Holdco LLC and Denali Apexco LP (15) | | Provider of cybersecurity audit and assessment services | | First lien senior secured revolving loan | | 12.50% | Base Rate (Q) | 4.50% | | 09/2021 | | 09/2027 | | | 2.1 | | | 2.1 | | | 2.1 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 10.53% | LIBOR (Q) | 5.50% | | 09/2021 | | 09/2027 | | | 1.8 | | | 1.8 | | | 1.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.62% | LIBOR (Q) | 5.75% | | 07/2022 | | 09/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 10.62% | LIBOR (Q) | 5.75% | | 09/2021 | | 09/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 02/2022 | | | | 2,549,000 | | | 2.5 | | | 2.7 | | (2) | |
| | | | | | | | | | | | | | | | | 6.6 | | | 6.8 | | | |
Diligent Corporation and Diligent Preferred Issuer, Inc. (15) | | Provider of secure SaaS solutions for board and leadership team documents | | First lien senior secured revolving loan | | 11.09% | LIBOR (M) | 6.25% | | 08/2020 | | 08/2025 | | | 0.7 | | | 0.6 | | | 0.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.06% | LIBOR (M) | 6.25% | | 08/2020 | | 08/2025 | | | 14.9 | | | 14.7 | | | 14.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.09% | LIBOR (M) | 6.25% | | 07/2021 | | 08/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 03/2021 | | 08/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 04/2021 | | 08/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Preferred stock | | 10.50% PIK | | | | 04/2021 | | | | 13,140 | | | 15.8 | | | 14.5 | | (2) | |
| | | | | | | | | | | | | | | | | 31.4 | | | 30.1 | | | |
Drilling Info Holdings, Inc. and Titan DI Preferred Holdings, Inc. | | SaaS based business analytics company focused on oil and gas industry | | Second lien senior secured loan | | 13.09% | LIBOR (M) | 8.25% | | 02/2020 | | 07/2026 | | | 25.0 | | | 25.0 | | | 24.8 | | (2) | |
| | | | Preferred stock | | 13.50% PIK | | | | 02/2020 | | | | 30 | | | 43.9 | | | 42.5 | | (2) | |
| | | | | | | | | | | | | | | | | 68.9 | | | 67.3 | | | |
DS Admiral Bidco, LLC (15) | | Tax return software provider for government institutions | | First lien senior secured loan | | 11.40% | LIBOR (Q) | 6.50% | | 03/2021 | | 03/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
Dye & Durham Corporation (15) | | Provider of cloud-based software and technology solutions for the legal industry | | First lien senior secured revolving loan | | 10.78% | CDOR (Q) | 5.75% | | 12/2021 | | 12/2026 | | | 5.0 | | | 5.0 | | | 5.0 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.78% | CDOR (Q) | 5.75% | | 12/2021 | | 12/2027 | | | 3.2 | | | 3.2 | | | 3.2 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 8.2 | | | 8.2 | | | |
Elemica Parent, Inc. & EZ Elemica Holdings, Inc. (15) | | SaaS based supply chain management software provider focused on chemical markets | | First lien senior secured revolving loan | | 10.86% | SOFR (M) | 6.00% | | 09/2019 | | 09/2025 | | | 3.4 | | | 3.4 | | | 3.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.00% | LIBOR (Q) | 6.00% | | 09/2019 | | 09/2025 | | | 49.9 | | | 49.9 | | | 48.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.18% | SOFR (Q) | 6.00% | | 09/2019 | | 09/2025 | | | 11.3 | | | 11.3 | | | 11.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.18% | SOFR (Q) | 6.00% | | 12/2020 | | 09/2025 | | | 5.7 | | | 5.7 | | | 5.6 | | (2)(11) | |
| | | | Preferred equity | | | | | | 09/2019 | | | | 4,599 | | | 4.6 | | | 6.3 | | | |
| | | | | | | | | | | | | | | | | 74.9 | | | 75.2 | | | |
EP Purchaser, LLC and TPG VIII EP Co-Invest II, L.P. | | Provider of entertainment workforce and production management solutions | | Second lien senior secured loan | | 11.66% | LIBOR (Q) | 6.50% | | 11/2021 | | 11/2029 | | | 177.9 | | | 177.9 | | | 177.9 | | (2)(11) | |
| | | | Partnership units | | | | | | 05/2019 | | | | 5,034,483 | | | 3.2 | | | 12.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 181.1 | | | 190.6 | | | |
EpiServer Inc. and Episerver Sweden Holdings AB (15) | | Provider of web content management and digital commerce solutions | | First lien senior secured loan | | 8.99% | Euribor (Q) | 6.00% | | 03/2019 | | 04/2026 | | | 5.7 | | | 5.9 | | | 5.5 | | (2)(6) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 12/2021 | | 04/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 10/2018 | | 04/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 6.1 | | | 5.7 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
eResearch Technology, Inc. and Astorg VII Co-Invest ERT (15) | | Provider of mission-critical, software-enabled clinical research solutions | | Second lien senior secured loan | | 12.84% | LIBOR (M) | 8.00% | | 04/2021 | | 02/2028 | | | 30.6 | | | 29.8 | | | 28.8 | | (2) | |
| | | | Second lien senior secured loan | | 12.84% | LIBOR (M) | 8.00% | | 02/2020 | | 02/2028 | | | 17.2 | | | 16.9 | | | 16.1 | | (2) | |
| | | | Limited partnership interest | | | | | | 01/2020 | | | | 3,988,000 | | | 4.5 | | | 4.2 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 51.2 | | | 49.1 | | | |
ESHA Research, LLC and RMCF VI CIV XLVIII, L.P. (15) | | Provider of nutritional information and software as a services (SaaS) compliance solutions | | First lien senior secured loan | | 10.99% | SOFR (Q) | 6.25% | | 06/2022 | | 06/2028 | | | 6.8 | | | 6.8 | | | 6.7 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 06/2022 | | | | 6,046,628 | | | 6.0 | | | 6.5 | | | |
| | | | | | | | | | | | | | | | | 12.8 | | | 13.2 | | | |
Extrahop Networks, Inc. (15) | | Provider of real-time wire data analytics solutions for application and infrastructure monitoring | | First lien senior secured loan | | 12.41% | LIBOR (M) | 7.50% | | 07/2021 | | 07/2027 | | | 16.6 | | | 16.6 | | | 16.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.41% | LIBOR (M) | 7.50% | | 07/2021 | | 07/2027 | | | 4.3 | | | 4.3 | | | 4.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.41% | SOFR (M) | 7.50% | | 03/2023 | | 07/2027 | | | 3.9 | | | 3.9 | | | 3.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 24.8 | | | 24.7 | | | |
First Insight, Inc. | | Software company providing merchandising and pricing solutions to companies worldwide | | Warrant to purchase shares of Series C preferred stock | | | | | | 03/2014 | | 03/2024 | | 122,827 | | | — | | | — | | | |
FM:Systems Group, LLC (15) | | Provider of facilities and space management software solutions | | First lien senior secured loan | | 10.96% | LIBOR (Q) | 5.75% | | 06/2021 | | 12/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.60% | LIBOR (M) | 5.75% | | 12/2019 | | 12/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.2 | | | 0.2 | | | |
Forescout Technologies, Inc. (15) | | Network access control solutions provider | | First lien senior secured revolving loan | | 13.44% | LIBOR (Q) | 8.50% | | 08/2020 | | 08/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 14.66% (9.50% PIK) | LIBOR (Q) | 9.50% | | 08/2020 | | 08/2026 | | | 24.3 | | | 24.1 | | | 24.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 14.16% PIK | LIBOR (Q) | 9.00% | | 07/2022 | | 08/2026 | | | 12.9 | | | 12.9 | | | 12.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 37.1 | | | 37.3 | | | |
Genesis Acquisition Co. and Genesis Ultimate Holding Co. (15) | | Child care management software and services provider | | First lien senior secured revolving loan | | 8.96% | LIBOR (Q) | 3.75% | | 07/2018 | | 07/2024 | | | 1.5 | | | 1.5 | | | 1.5 | | (2) | |
| | | | First lien senior secured loan | | 8.96% | LIBOR (Q) | 3.75% | | 07/2018 | | 07/2024 | | | 0.2 | | | 0.2 | | | 0.2 | | (2) | |
| | | | First lien senior secured loan | | 9.46% | LIBOR (Q) | 4.25% | | 11/2021 | | 07/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.25% | LIBOR (Q) | 7.50% | | 07/2018 | | 07/2025 | | | 32.4 | | | 32.4 | | | 31.7 | | (2) | |
| | | | Second lien senior secured loan | | 12.25% | LIBOR (Q) | 7.50% | | 11/2021 | | 07/2025 | | | 21.1 | | | 21.1 | | | 20.7 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.25% | LIBOR (Q) | 7.50% | | 06/2021 | | 07/2025 | | | 7.5 | | | 7.5 | | | 7.4 | | (2) | |
| | | | Class A common stock | | | | | | 07/2018 | | | | 8 | | | 0.8 | | | 1.3 | | (2) | |
| | | | | | | | | | | | | | | | | 63.6 | | | 62.9 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
GI Ranger Intermediate LLC (15) | | Provider of payment processing services and software to healthcare providers | | First lien senior secured revolving loan | | 11.05% | SOFR (Q) | 6.00% | | 10/2021 | | 10/2027 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.05% | SOFR (Q) | 6.00% | | 10/2021 | | 10/2028 | | | 10.1 | | | 10.1 | | | 9.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.05% | SOFR (Q) | 6.00% | | 03/2022 | | 10/2028 | | | 1.8 | | | 1.8 | | | 1.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 12.3 | | | 12.0 | | | |
GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC (15) | | Provider of data analysis, statistics, and visualization software solutions for scientific research applications | | First lien senior secured loan | | 11.21% | LIBOR (Q) | 6.00% | | 12/2017 | | 04/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.71% | LIBOR (Q) | 5.50% | | 11/2021 | | 04/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.71% | LIBOR (Q) | 5.50% | | 10/2021 | | 04/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.43% | LIBOR (Q) | 5.50% | | 04/2021 | | 04/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Senior subordinated loan | | 10.50% PIK | | | | 04/2021 | | 04/2032 | | | 45.8 | | | 45.8 | | | 41.7 | | (2) | |
| | | | Preferred units | | 14.00% PIK | | | | 04/2021 | | | | 1,828,645 | | | 57.6 | | | 57.6 | | | |
| | | | | | | | | | | | | | | | | 103.9 | | | 99.8 | | | |
GSV PracticeTek Holdings, LLC | | Software provider for medical practitioners | | Class A units | | 8.00% PIK | | | | 03/2021 | | | | 12,827,482 | | | 1.1 | | | 9.0 | | (2) | |
Heavy Construction Systems Specialists, LLC (15) | | Provider of construction software | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 11/2021 | | 11/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP (15) | | Insurance software provider | | First lien senior secured revolving loan | | 10.66% | LIBOR (Q) | 5.50% | | 11/2021 | | 11/2027 | | | 9.4 | | | 9.4 | | | 8.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.49% | LIBOR (Q) | 5.50% | | 11/2021 | | 11/2028 | | | 60.2 | | | 60.2 | | | 56.6 | | (2)(11) | |
| | | | Senior subordinated loan | | 10.00% PIK | | | | 11/2021 | | 11/2031 | | | 102.0 | | | 102.0 | | | 85.7 | | (2) | |
| | | | Company units | | | | | | 11/2021 | | | | 4,243,657 | | | 8.8 | | | 7.6 | | (2) | |
| | | | | | | | | | | | | | | | | 180.4 | | | 158.7 | | | |
Imprivata, Inc. | | Provider of identity and access management solutions to the healthcare industry | | Second lien senior secured loan | | 11.06% | SOFR (M) | 6.25% | | 04/2022 | | 12/2028 | | | 16.1 | | | 16.0 | | | 15.0 | | (2)(11) | |
Inmar, Inc. | | Technology-driven solutions provider for retailers, wholesalers and manufacturers | | Second lien senior secured loan | | 12.84% | LIBOR (M) | 8.00% | | 04/2017 | | 05/2025 | | | 28.3 | | | 28.2 | | | 27.7 | | (2)(11) | |
IQN Holding Corp. (15) | | Provider of extended workforce management software | | First lien senior secured loan | | 10.38% | SOFR (S) | 5.25% | | 05/2022 | | 05/2029 | | | 0.5 | | | 0.5 | | | 0.5 | | (2)(11) | |
IV Rollover Holdings, LLC | | Provider of cloud based IT solutions, infrastructure and services | | Class B units | | | | | | 05/2017 | | | | 170,490 | | | — | | | — | | (2) | |
| | | | Class X units | | | | | | 05/2017 | | | | 5,000,000 | | | 2.0 | | | 2.1 | | (2) | |
| | | | | | | | | | | | | | | | | 2.0 | | | 2.1 | | | |
Kaseya Inc. and Knockout Intermediate Holdings I Inc. (15) | | Provider of cloud-based software and technology solutions for small and medium sized businesses | | First lien senior secured revolving loan | | | | | | 06/2022 | | 06/2029 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 10.65% | SOFR (Q) | 5.75% | | 06/2022 | | 06/2029 | | | 167.0 | | | 167.0 | | | 162.0 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Perpetual preferred stock | | 11.75% PIK | | | | 06/2022 | | | | 38,798 | | | 41.2 | | | 40.0 | | (2) | |
| | | | | | | | | | | | | | | | | 208.2 | | | 202.0 | | | |
LeanTaaS Holdings, Inc. (15) | | Provider of SaaS tools to optimize healthcare asset utilization | | First lien senior secured loan | | 12.40% | SOFR (Q) | 7.50% | | 07/2022 | | 07/2028 | | | 37.2 | | | 37.2 | | | 37.2 | | (2)(11) | |
Majesco and Magic Topco, L.P. (15) | | Insurance software provider | | First lien senior secured loan | | 12.41% | LIBOR (Q) | 7.25% | | 09/2020 | | 09/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | 9.00% PIK | | | | 09/2020 | | | | 2,539 | | | 3.2 | | | 4.3 | | (2) | |
| | | | Class B units | | | | | | 09/2020 | | | | 570,625 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 3.3 | | | 4.4 | | | |
Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp (15)(16) | | Cybersecurity solutions provider | | First lien senior secured loan | | 10.66% | SOFR (M) | 5.75% | | 05/2022 | | 05/2029 | | | 101.9 | | | 101.9 | | | 98.8 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.93% | SONIA (Q) | 5.75% | | 05/2022 | | 05/2029 | | | 35.4 | | | 35.5 | | | 34.4 | | (2)(6)(11) | |
| | | | Limited partnership interest | | | | | | 05/2022 | | | | 3,975 | | | 38.8 | | | 40.0 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 176.2 | | | 173.2 | | | |
Ministry Brands Holdings, LLC and RCP MB Investments B, L.P. (15) | | Software and payment services provider to faith-based institutions | | First lien senior secured revolving loan | | 10.30% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2027 | | | 2.0 | | | 2.0 | | | 1.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.52% | LIBOR (Q) | 5.50% | | 12/2021 | | 12/2028 | | | 35.4 | | | 35.4 | | | 33.6 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 12/2021 | | | | 9,574,000 | | | 9.6 | | | 8.7 | | (2) | |
| | | | | | | | | | | | | | | | | 47.0 | | | 44.2 | | | |
Mitchell International, Inc. | | Provider of technology, connectivity, and information solutions to the property and casualty insurance industry | | Second lien senior secured loan | | 11.34% | LIBOR (M) | 6.50% | | 10/2021 | | 10/2029 | | | 98.1 | | | 96.1 | | | 84.8 | | (2)(11)(18) | |
Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC (15) | | Leading technology solution provider for casing and auditioning to the entertainment industry | | First lien senior secured loan | | 10.63% | SOFR (Q) | 5.75% | | 08/2022 | | 08/2028 | | | 25.0 | | | 25.0 | | | 25.0 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 08/2022 | | | | 45,320 | | | 4.5 | | | 4.5 | | | |
| | | | | | | | | | | | | | | | | 29.5 | | | 29.5 | | | |
MRI Software LLC (15) | | Provider of real estate and investment management software | | First lien senior secured loan | | 10.66% | LIBOR (Q) | 5.50% | | 02/2020 | | 02/2026 | | | 47.0 | | | 47.0 | | | 45.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.66% | LIBOR (Q) | 5.50% | | 08/2020 | | 02/2026 | | | 20.0 | | | 20.0 | | | 19.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 67.0 | | | 64.9 | | | |
n2y Holding, LLC (15) | | Developer of cloud-based special education platform | | First lien senior secured revolving loan | | 10.60% | LIBOR (M) | 5.75% | | 11/2019 | | 11/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
OpenMarket Inc. | | Provider of cloud-based mobile engagement platform | | First lien senior secured loan | | 11.41% | LIBOR (Q) | 6.25% | | 09/2021 | | 09/2026 | | | 14.9 | | | 14.9 | | | 14.8 | | (2)(6)(11) | |
PDDS HoldCo, Inc. (15) | | Provider of cloud-based dental practice management software | | First lien senior secured loan | | 12.54% | SOFR (S) | 7.50% | | 07/2022 | | 07/2028 | | | 9.5 | | | 9.5 | | | 9.5 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC (15) | | Provider of enterprise management software for the convenience retail and petroleum wholesale market | | First lien senior secured revolving loan | | 9.29% | LIBOR (Q) | 4.50% | | 03/2019 | | 10/2024 | | | 3.8 | | | 3.8 | | | 3.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.30% | LIBOR (Q) | 4.50% | | 03/2019 | | 10/2024 | | | 52.8 | | | 52.8 | | | 52.2 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.41% | LIBOR (Q) | 8.50% | | 03/2019 | | 10/2025 | | | 70.1 | | | 70.1 | | | 69.4 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.41% | LIBOR (Q) | 8.50% | | 04/2021 | | 10/2025 | | | 8.7 | | | 8.7 | | | 8.7 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.41% | LIBOR (Q) | 8.50% | | 12/2020 | | 10/2025 | | | 8.3 | | | 8.3 | | | 8.2 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.41% | LIBOR (Q) | 8.50% | | 12/2021 | | 10/2025 | | | 7.2 | | | 7.2 | | | 7.1 | | (2)(11) | |
| | | | Series A preferred stock | | 13.25% PIK | | | | 03/2019 | | | | 13,656 | | | 23.0 | | | 23.3 | | (2) | |
| | | | Class A units | | | | | | 03/2019 | | | | 2,062,493 | | | 2.1 | | | 3.5 | | (2) | |
| | | | | | | | | | | | | | | | | 176.0 | | | 176.2 | | | |
Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC (15) | | Provider of plant maintenance and scheduling software | | First lien senior secured revolving loan | | 10.41% | LIBOR (Q) | 5.25% | | 05/2019 | | 05/2025 | | | 3.9 | | | 3.9 | | | 3.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.87% | LIBOR (Q) | 5.75% | | 10/2020 | | 05/2025 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 06/2020 | | 05/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.41% | LIBOR (Q) | 5.25% | | 05/2019 | | 05/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Class A units | | | | | | 05/2019 | | | | 5,000 | | | 5.0 | | | 12.7 | | | |
| | | | | | | | | | | | | | | | | 9.5 | | | 17.2 | | | |
Petvisor Holdings, LLC (15) | | Provider of veterinarian-focused SaaS solutions | | First lien senior secured loan | | 10.69% | SOFR (S) | 5.50% | | 06/2022 | | 06/2028 | | | 6.0 | | | 6.0 | | | 6.0 | | (2)(11) | |
Ping Identity Holding Corp. (15) | | Provider of identity and access management solutions | | First lien senior secured loan | | 11.76% | SOFR (M) | 7.00% | | 10/2022 | | 10/2029 | | | 11.3 | | | 11.3 | | | 11.0 | | (2)(11) | |
Pluralsight, Inc. (15) | | Online education learning platform | | First lien senior secured revolving loan | | 12.78% | LIBOR (Q) | 8.00% | | 04/2021 | | 04/2027 | | | 0.2 | | | 0.2 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.78% | LIBOR (Q) | 8.00% | | 04/2021 | | 04/2027 | | | 106.2 | | | 106.2 | | | 104.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 106.4 | | | 104.1 | | | |
Poplicus Incorporated | | Business intelligence and market analytics platform for companies that sell to the public sector | | Warrant to purchase shares of Series C preferred stock | | | | | | 06/2015 | | 06/2025 | | 2,402,991 | | | 0.1 | | | — | | | |
ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P. (15) | | Provider of practice management software to law firms | | First lien senior secured loan | | 10.33% | LIBOR (M) | 5.50% | | 03/2021 | | 03/2027 | | | 9.9 | | | 9.9 | | | 9.6 | | (2)(11) | |
| | | | Limited partnership units | | | | | | 03/2021 | | | | 1,624,000 | | | 1.6 | | | 1.5 | | (2) | |
| | | | | | | | | | | | | | | | | 11.5 | | | 11.1 | | | |
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc. | | Provider of data visualization software for data analytics | | First lien senior secured loan | | 8.85% | LIBOR (M) | 4.00% | | 06/2022 | | 04/2024 | | | 2.8 | | | 2.8 | | | 2.8 | | (2)(18) | |
| | | | Class A common stock | | | | | | 08/2016 | | | | 7,445 | | | 7.4 | | | 18.1 | | (2) | |
| | | | Class B common stock | | | | | | 08/2016 | | | | 1,841,609 | | | 0.1 | | | 0.2 | | (2) | |
| | | | | | | | | | | | | | | | | 10.3 | | | 21.1 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Project Essential Bidco, Inc. and Project Essential Super Parent, Inc. (15) | | Saas provider of automated crew callout and scheduling software for the utility industry | | First lien senior secured loan | | 10.56% | LIBOR (Q) | 5.75% | | 04/2021 | | 04/2028 | | | 36.1 | | | 36.1 | | | 35.0 | | (2)(11) | |
| | | | Preferred shares | | 14.69% PIK | LIBOR (Q) | 9.50% | | 04/2021 | | | | 26,436 | | | 33.1 | | | 31.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 69.2 | | | 66.4 | | | |
Project Potter Buyer, LLC and Project Potter Parent, L.P. (15) | | Software solutions provider to the ready-mix concrete industry | | First lien senior secured revolving loan | | 12.56% | SOFR (M) | 7.75% | | 04/2020 | | 04/2026 | | | 2.1 | | | 2.0 | | | 2.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.56% | SOFR (M) | 7.75% | | 04/2020 | | 04/2027 | | | 43.5 | | | 43.5 | | | 43.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.56% | SOFR (M) | 7.75% | | 11/2020 | | 04/2027 | | | 12.0 | | | 12.0 | | | 12.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.56% | SOFR (M) | 7.75% | | 10/2020 | | 04/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class B units | | | | | | 04/2020 | | | | 588,636 | | | — | | | 5.1 | | (2) | |
| | | | | | | | | | | | | | | | | 57.6 | | | 62.8 | | | |
Proofpoint, Inc. (15) | | Cybersecurity solutions provider | | First lien senior secured loan | | 8.09% | LIBOR (M) | 3.25% | | 06/2021 | | 08/2028 | | | 1.0 | | | 0.9 | | | 1.0 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 11.09% | LIBOR (M) | 6.25% | | 06/2021 | | 08/2029 | | | 34.6 | | | 34.4 | | | 34.6 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 35.3 | | | 35.6 | | | |
QF Holdings, Inc. (15) | | SaaS based electronic health record software provider | | First lien senior secured revolving loan | | 11.06% | SOFR (M) | 6.25% | | 09/2019 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.16% | LIBOR (M) | 6.25% | | 12/2021 | | 12/2027 | | | 8.1 | | | 8.1 | | | 8.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.12% | LIBOR (M) | 6.25% | | 08/2020 | | 12/2027 | | | 4.9 | | | 4.9 | | | 4.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.16% | LIBOR (M) | 6.25% | | 09/2019 | | 12/2027 | | | 6.8 | | | 6.8 | | | 6.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 20.0 | | | 20.0 | | | |
Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC (15) | | Provider of SaaS-based safety and security software to the K-12 school market | | First lien senior secured loan | | 10.66% | LIBOR (Q) | 5.50% | | 10/2021 | | 10/2028 | | | 8.5 | | | 8.5 | | | 8.4 | | (2)(6)(11) | |
| | | | Class A common units | | | | | | 12/2018 | | | | 2,880,582 | | | 3.5 | | | 6.7 | | | |
| | | | | | | | | | | | | | | | | 12.0 | | | 15.1 | | | |
RealPage, Inc. | | Provider of enterprise software solutions to the residential real estate industry | | Second lien senior secured loan | | 11.34% | LIBOR (M) | 6.50% | | 04/2021 | | 04/2029 | | | 84.1 | | | 83.1 | | | 79.9 | | (2)(11) | |
Regent Education, Inc. | | Provider of software solutions designed to optimize the financial aid and enrollment processes | | Warrant to purchase shares of common stock | | | | | | 12/2016 | | 12/2026 | | 987 | | | — | | | — | | | |
| | | | Warrant to purchase shares of common stock | | | | | | 12/2016 | | 12/2026 | | 5,393,194 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
Relativity ODA LLC (15) | | Electronic discovery document review software platform for use in litigations and investigations | | First lien senior secured loan | | 12.35% PIK | LIBOR (M) | 7.50% | | 05/2021 | | 05/2027 | | | 22.8 | | | 22.8 | | | 22.8 | | (2)(11) | |
Revalize, Inc. (15) | | Developer and operator of software providing configuration, price and quote capabilities | | First lien senior secured loan | | 10.66% | SOFR (M) | 5.75% | | 05/2022 | | 04/2027 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
RMS HoldCo II, LLC & RMS Group Holdings, Inc. (15) | | Developer of revenue cycle management solutions, process automation, analytics and integration for the healthcare industry | | First lien senior secured loan | | 11.30% | SOFR (Q) | 6.25% | | 08/2022 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 12/2021 | | 12/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A common stock | | | | | | 12/2021 | | | | 465 | | | 4.6 | | | 5.5 | | (2) | |
| | | | | | | | | | | | | | | | | 4.9 | | | 5.8 | | | |
Smarsh Inc. and Skywalker TopCo, LLC (15) | | SaaS based communication archival service provider | | First lien senior secured revolving loan | | 11.40% | SOFR (Q) | 6.50% | | 02/2022 | | 02/2029 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.29% | SOFR (S) | 6.50% | | 02/2022 | | 02/2029 | | | 11.9 | | | 11.9 | | | 11.9 | | (2)(11) | |
| | | | Common units | | | | | | 11/2020 | | | | 1,742,623 | | | 6.3 | | | 9.8 | | (2) | |
| | | | | | | | | | | | | | | | | 18.3 | | | 21.8 | | | |
SocialFlow, Inc. | | Social media optimization platform provider | | Warrant to purchase shares of Series C preferred stock | | | | | | 01/2016 | | 01/2026 | | 215,331 | | | — | | | — | | | |
Sophia, L.P. | | Provider of ERP software and services for higher education institutions | | Second lien senior secured loan | | 13.16% | LIBOR (Q) | 8.00% | | 10/2020 | | 10/2028 | | | 105.9 | | | 105.9 | | | 102.7 | | (2)(11) | |
SoundCloud Limited | | Platform for receiving, sending, and distributing music | | Common stock | | | | | | 08/2017 | | | | 73,422 | | | 0.4 | | | 0.7 | | (2)(6) | |
Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp (15) | | Provider of data, analytics, news, and workflow tools to customers in the counter-cyclical distressed debt space | | First lien senior secured loan | | 11.50% | SOFR (Q) | 6.50% | | 09/2022 | | 09/2028 | | | 2.6 | | | 2.6 | | | 2.5 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 09/2022 | | | | 1,010 | | | 10.2 | | | 10.7 | | (2) | |
| | | | | | | | | | | | | | | | | 12.8 | | | 13.2 | | | |
Storable, Inc. and EQT IX Co-Investment (E) SCSP | | PMS solutions and web services for the self-storage industry | | Second lien senior secured loan | | 11.54% | SOFR (S) | 6.75% | | 04/2021 | | 04/2029 | | | 42.8 | | | 42.8 | | | 41.5 | | (2)(11) | |
| | | | Second lien senior secured loan | | 11.54% | SOFR (S) | 6.75% | | 03/2022 | | 04/2029 | | | 10.3 | | | 10.3 | | | 10.0 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 04/2021 | | | | 614,950 | | | 6.2 | | | 8.1 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 59.3 | | | 59.6 | | | |
Sundance Group Holdings, Inc. (15) | | Provider of cloud-based document management and collaboration solutions | | First lien senior secured revolving loan | | 11.18% | LIBOR (M) | 6.25% | | 07/2021 | | 07/2027 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.99% | SOFR (M) | 6.25% | | 07/2021 | | 07/2027 | | | 20.1 | | | 19.8 | | | 19.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.16% | SOFR (M) | 6.25% | | 11/2022 | | 07/2027 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 20.9 | | | 21.0 | | | |
Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C. (15) | | Provider of environment, health, safety, and sustainability software | | First lien senior secured revolving loan | | 10.37% | SOFR (M) | 5.50% | | 03/2022 | | 03/2028 | | | 1.2 | | | 1.2 | | | 1.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.76% | SOFR (Q) | 5.50% | | 03/2022 | | 03/2028 | | | 35.0 | | | 35.0 | | | 35.0 | | (2)(11) | |
| | | | Class A-2 units | | | | | | 03/2022 | | | | 4,849 | | | 4.8 | | | 5.8 | | | |
| | | | | | | | | | | | | | | | | 41.0 | | | 42.0 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
TCP Hawker Intermediate LLC (15) | | Workforce management solutions provider | | First lien senior secured loan | | 10.41% | LIBOR (Q) | 5.25% | | 08/2019 | | 08/2026 | | | 34.3 | | | 34.3 | | | 34.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.41% | LIBOR (Q) | 5.25% | | 12/2020 | | 08/2026 | | | 6.5 | | | 6.5 | | | 6.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.38% | LIBOR (Q) | 5.25% | | 10/2021 | | 08/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 40.9 | | | 40.9 | | | |
TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P. (15) | | Provider of server, application and desktop virtualization, networking, software as a service, and cloud computing technologies | | First lien senior secured notes | | 6.50% | | | | 09/2022 | | 03/2029 | | | 88.9 | | | 86.6 | | | 78.4 | | (2)(18) | |
| | | | First lien senior secured loan | | 9.50% | SOFR (Q) | 4.50% | | 09/2022 | | 03/2029 | | | 10.9 | | | 10.4 | | | 9.8 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 9.00% | SOFR (Q) | 7.00% | | 09/2022 | | 09/2029 | | | 85.3 | | | 84.0 | | | 68.2 | | (2)(11) | |
| | | | Series A preferred stock | | 16.91% PIK | SOFR (Q) | 12.00% | | 09/2022 | | | | 141,928 | | | 149.6 | | | 153.7 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 09/2022 | | | | 12,250,000 | | | 12.3 | | | 12.6 | | (2) | |
| | | | | | | | | | | | | | | | | 342.9 | | | 322.7 | | | |
UKG Inc. and H&F Unite Partners, L.P. (15) | | Provider of cloud based HCM solutions for businesses | | First lien senior secured revolving loan | | 8.56% | LIBOR (M) | 3.75% | | 05/2019 | | 02/2026 | | | 10.9 | | | 10.9 | | | 10.6 | | (2)(6)(14) | |
| | | | Limited partnership interests | | | | | | 05/2019 | | | | 12,583,556 | | | 12.6 | | | 15.4 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 23.5 | | | 26.0 | | | |
UserZoom Technologies, Inc. | | User experience research automation software | | First lien senior secured loan | | 11.63% | SOFR (S) | 7.00% | | 02/2023 | | 04/2029 | | | 5.8 | | | 5.7 | | | 5.7 | | (2)(11) | |
WebPT, Inc. (15) | | Electronic medical record software provider | | First lien senior secured revolving loan | | 11.62% | LIBOR (Q) | 6.75% | | 08/2019 | | 01/2028 | | | 0.6 | | | 0.6 | | | 0.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.74% | LIBOR (Q) | 6.75% | | 08/2019 | | 01/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.7 | | | 0.7 | | | |
Wellness AcquisitionCo, Inc. (15) | | Provider of retail consumer insights and analytics for manufacturers and retailers in the natural, organic and specialty products industry | | First lien senior secured loan | | 10.49% | LIBOR (Q) | 5.50% | | 01/2021 | | 01/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
WorkWave Intermediate II, LLC (15) | | Provider of cloud-based field services and fleet management solutions | | First lien senior secured loan | | 12.25% PIK | SOFR (Q) | 7.25% | | 06/2021 | | 06/2027 | | | 69.5 | | | 69.5 | | | 69.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.25% PIK | SOFR (Q) | 7.25% | | 02/2022 | | 06/2027 | | | 18.2 | | | 18.2 | | | 18.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 87.7 | | | 87.7 | | | |
ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP (15) | | Provider of cloud-based customer support solutions | | First lien senior secured loan | | 11.88% | SOFR (Q) | 7.00% | | 12/2022 | | 11/2028 | | | 42.4 | | | 42.4 | | | 41.6 | | (2)(11) | |
| | | | Series A preferred stock | | 12.50% PIK | | | | 11/2022 | | | | 27,226 | | | 28.5 | | | 27.6 | | (2) | |
| | | | Class A common units | | | | | | 11/2022 | | | | 269,100 | | | 2.7 | | | 3.0 | | (2) | |
| | | | | | | | | | | | | | | | | 73.6 | | | 72.2 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 4,700.8 | | | 4,557.7 | | | 45.35% |
Financial Services | | | | | | | | | | | | | | | | | | | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
AQ Sage Buyer, LLC (15) | | Provider of actuarial consulting and comprehensive wealth management services | | First lien senior secured loan | | 11.38% | SOFR (S) | 6.00% | | 05/2022 | | 01/2027 | | | 1.9 | | | 1.9 | | | 1.8 | | (2)(6)(11) | |
BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC | | Provider of comprehensive suite of investment management and wealth planning solutions | | First lien senior secured loan | | 11.12% | LIBOR (Q) | 6.25% | | 09/2021 | | 09/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Senior subordinated loan | | 9.30% PIK | | | | 09/2021 | | 09/2026 | | | 5.1 | | | 5.1 | | | 5.1 | | (2) | |
| | | | Common units | | | | | | 09/2021 | | | | 4,857,506 | | | 4.9 | | | 4.3 | | (2) | |
| | | | | | | | | | | | | | | | | 10.2 | | | 9.6 | | | |
Beacon Pointe Harmony, LLC (15) | | Provider of comprehensive wealth management services | | First lien senior secured loan | | 9.92% | SOFR (M) | 5.25% | | 12/2021 | | 12/2028 | | | 18.8 | | | 18.8 | | | 18.6 | | (2)(6)(11) | |
Convera International Holdings Limited and Convera International Financial S.A R.L. (15) | | Provider of B2B international payment and FX risk management solutions | | First lien senior secured loan | | 10.65% | SOFR (Q) | 5.75% | | 03/2022 | | 03/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
CrossCountry Mortgage, LLC | | Mortgage company originating loans in the retail and consumer direct channels | | First lien senior secured loan | | 11.95% | LIBOR (Q) | 7.00% | | 11/2021 | | 11/2027 | | | 93.8 | | | 93.8 | | | 92.8 | | (2)(11) | |
DFC Global Facility Borrower III LLC (15) | | Non-bank provider of alternative financial services | | First lien senior secured revolving loan | | 12.16% | LIBOR (M) | 7.50% | | 06/2021 | | 06/2026 | | | 162.0 | | | 176.2 | | | 162.0 | | (2)(6)(9)(11) | |
eCapital Finance Corp. | | Consolidator of commercial finance businesses | | Senior subordinated loan | | 12.52% | SOFR (M) | 7.75% | | 04/2022 | | 12/2025 | | | 55.8 | | | 55.8 | | | 55.2 | | (2)(11) | |
| | | | Senior subordinated loan | | 12.52% | SOFR (M) | 7.75% | | 01/2020 | | 12/2025 | | | 56.0 | | | 56.0 | | | 55.4 | | (2)(11) | |
| | | | Senior subordinated loan | | 12.52% | SOFR (M) | 7.75% | | 01/2022 | | 12/2025 | | | 24.3 | | | 24.3 | | | 24.1 | | (2)(11) | |
| | | | Senior subordinated loan | | 12.52% | SOFR (M) | 7.75% | | 11/2020 | | 12/2025 | | | 5.4 | | | 5.4 | | | 5.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 141.5 | | | 140.0 | | | |
EP Wealth Advisors, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured loan | | 10.73% | SOFR (Q) | 5.75% | | 11/2022 | | 09/2026 | | | 4.2 | | | 4.2 | | | 4.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.55% | SOFR (Q) | 5.50% | | 11/2021 | | 09/2026 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.55% | SOFR (Q) | 5.50% | | 09/2020 | | 09/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.42% | SOFR (Q) | 5.38% | | 09/2020 | | 09/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 4.8 | | | 4.8 | | | |
HighTower Holding, LLC | | Provider of investment, financial and retirement planning services | | Senior subordinated loan | | 6.75% | | | | 06/2022 | | 04/2029 | | | 8.1 | | | 6.8 | | | 6.8 | | (2)(6)(18) | |
Ivy Hill Asset Management, L.P. (5) | | Asset management services | | Subordinated revolving loan | | 11.55% | SOFR (Q) | 6.50% | | 02/2018 | | 01/2030 | | | 438.0 | | | 438.0 | | | 438.0 | | (6)(11) | |
| | | | Member interest | | | | | | 06/2009 | | | | 100 | % | | | 1,700.5 | | | 1,857.4 | | (6) | |
| | | | | | | | | | | | | | | | | 2,138.5 | | | 2,295.4 | | | |
Lido Advisors, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured revolving loan | | 9.34% | LIBOR (M) | 4.50% | | 06/2021 | | 06/2027 | | | 0.6 | | | 0.6 | | | 0.6 | | (2)(11) | |
LS DE LLC and LM LSQ Investors LLC | | Asset based lender | | Senior subordinated loan | | 10.50% | | | | 06/2017 | | 06/2021 | | | 3.0 | | | 3.0 | | | 2.9 | | (2)(6) | |
| | | | Senior subordinated loan | | 10.50% | | | | 06/2015 | | 03/2024 | | | 37.0 | | | 37.0 | | | 36.3 | | (2)(6) | |
| | | | Membership units | | | | | | 06/2015 | | | | 3,275,000 | | | 3.3 | | | 2.6 | | (6) | |
| | | | | | | | | | | | | | | | | 43.3 | | | 41.8 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Monica Holdco (US) Inc. (15) | | Investment technology and advisory firm | | First lien senior secured revolving loan | | 11.69% | LIBOR (Q) | 6.75% | | 01/2021 | | 01/2026 | | | 3.6 | | | 3.6 | | | 3.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.91% | LIBOR (Q) | 6.75% | | 01/2021 | | 01/2028 | | | 2.6 | | | 2.6 | | | 2.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 6.2 | | | 6.0 | | | |
Petrus Buyer, Inc. (15) | | Provider of REIT research data and analytics | | First lien senior secured loan | | 11.18% | SOFR (Q) | 6.50% | | 11/2022 | | 10/2029 | | | 5.1 | | | 5.1 | | | 4.9 | | (2)(11) | |
Priority Holdings, LLC and Priority Technology Holdings, Inc. | | Provider of merchant acquiring and payment processing solutions | | First lien senior secured loan | | 10.70% | LIBOR (Q) | 5.75% | | 04/2021 | | 04/2027 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(6)(11) | |
| | | | Senior preferred stock | | 17.19% (8.06% PIK) | LIBOR (Q) | 12.00% | | 04/2021 | | | | 65,761 | | | 70.5 | | | 74.5 | | (2)(6)(11) | |
| | | | Warrant to purchase shares of common stock | | | | | | 04/2021 | | 04/2031 | | 527,226 | | | 4.0 | | | 1.9 | | (2)(6)(18) | |
| | | | | | | | | | | | | | | | | 75.2 | | | 77.1 | | | |
Rialto Management Group, LLC (15) | | Investment and asset management platform focused on real estate | | First lien senior secured revolving loan | | | | | | 11/2018 | | 12/2025 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 11/2018 | | 12/2025 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 04/2021 | | 12/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 0.5 | | | 0.5 | | | |
TA/WEG Holdings, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured loan | | 10.81% | SOFR (A) | 6.00% | | 06/2021 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.26% | SOFR (Q) | 6.25% | | 11/2020 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.00% | SOFR (A) | 6.25% | | 10/2019 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.10% | SOFR (A) | 6.25% | | 08/2021 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.4 | | | 0.4 | | | |
The Edelman Financial Center, LLC | | Provider of investment, financial and retirement planning services | | First lien senior secured loan | | 8.59% | LIBOR (M) | 3.75% | | 03/2023 | | 04/2028 | | | 0.5 | | | 0.4 | | | 0.5 | | (2)(6)(11) | |
| | | | Second lien senior secured loan | | 11.59% | LIBOR (M) | 6.75% | | 09/2022 | | 07/2026 | | | 15.8 | | | 14.1 | | | 14.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 14.5 | | | 15.2 | | | |
The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC (15) | | Provider of comprehensive wealth management services | | First lien senior secured loan | | 10.53% | SOFR (S) | 5.50% | | 03/2022 | | 03/2028 | | | 3.7 | | | 3.7 | | | 3.7 | | (2)(6)(11) | |
| | | | Senior subordinated loan | | 12.00% PIK | | | | 03/2022 | | 03/2029 | | | 3.1 | | | 3.1 | | | 2.9 | | (2)(6) | |
| | | | Series A preferred units | | | | | | 03/2022 | | | | 7,199 | | | 7.2 | | | 4.3 | | (2)(6) | |
| | | | Common units | | | | | | 03/2022 | | | | 7,199 | | | — | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 14.0 | | | 10.9 | | | |
The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP (15) | | Provider of asset-servicing capabilities for fund managers | | First lien senior secured loan | | 9.75% | LIBOR (Q) | 4.50% | | 02/2019 | | 02/2026 | | | 37.3 | | | 37.3 | | | 36.6 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 09/2019 | | | | 1,443 | | | 2.0 | | | 3.2 | | | |
| | | | Class A units | | | | | | 02/2019 | | | | 245 | | | 0.2 | | | — | | | |
| | | | Class B units | | | | | | 02/2019 | | | | 245,194 | | | — | | | — | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Class B units | | | | | | 02/2019 | | | | 2,167,424 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 39.5 | | | 39.8 | | | |
Waverly Advisors, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured loan | | 10.80% | SOFR (Q) | 5.75% | | 03/2022 | | 03/2028 | | | 0.6 | | | 0.6 | | | 0.6 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,792.5 | | | 2,929.7 | | | 29.15% |
Health Care Services | | | | | | | | | | | | | | | | | | | | | |
Absolute Dental Group LLC and Absolute Dental Equity, LLC (5)(15) | | Dental services provider | | First lien senior secured revolving loan | | 14.16% (5.00% PIK) | LIBOR (Q) | 9.00% | | 06/2021 | | 06/2024 | | | 6.9 | | | 6.9 | | | 6.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 14.16% (5.00% PIK) | LIBOR (Q) | 9.00% | | 06/2021 | | 06/2024 | | | 52.8 | | | 52.8 | | | 52.8 | | (2)(11) | |
| | | | Class A common units | | | | | | 06/2021 | | | | 7,617,280 | | | 4.7 | | | 14.2 | | (2) | |
| | | | | | | | | | | | | | | | | 64.4 | | | 73.9 | | | |
ADG, LLC and RC IV GEDC Investor LLC (15) | | Dental services provider | | First lien senior secured revolving loan | | 12.25% (0.51% PIK) | Base Rate (M) | 4.25% | | 09/2016 | | 09/2023 | | | 12.6 | | | 12.6 | | | 10.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.25% (0.51% PIK) | Base Rate (Q) | 4.25% | | 03/2023 | | 09/2023 | | | 7.9 | | | 7.9 | | | 6.5 | | (2)(11) | |
| | | | Second lien senior secured loan | | | | | | 09/2016 | | 03/2024 | | | 131.7 | | | 105.8 | | | 52.7 | | (2)(10) | |
| | | | Membership units | | | | | | 09/2016 | | | | 3,000,000 | | | 3.0 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 129.3 | | | 69.7 | | | |
Advarra Holdings, Inc. (15) | | Provider of central institutional review boards over clinical trials | | First lien senior secured loan | | 10.56% | SOFR (M) | 5.75% | | 08/2022 | | 08/2029 | | | 4.1 | | | 4.1 | | | 3.9 | | (2)(11) | |
AHR Funding Holdings, Inc. and AHR Parent Holdings, LP | | Provider of revenue cycle management solutions to hospitals | | Series A preferred shares | | 12.75% PIK | | | | 07/2022 | | 07/2028 | | 35,000 | | | 38.1 | | | 37.8 | | (2) | |
| | | | Preferred units | | 8.00% PIK | | | | 07/2022 | | | | 9,900 | | | 10.5 | | | 10.6 | | (2) | |
| | | | Class B common units | | | | | | 07/2022 | | | | 100,000 | | | 0.1 | | | 0.1 | | (2) | |
| | | | | | | | | | | | | | | | | 48.7 | | | 48.5 | | | |
AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP (15)(16) | | Revenue cycle management provider to the physician practices and acute care hospitals | | Series A preferred stock | | 10.75% PIK | | | | 02/2022 | | | | 198,505 | | | 224.0 | | | 201.6 | | (2) | |
| | | | Class A units | | | | | | 02/2022 | | | | 10,487,951 | | | 10.5 | | | 9.5 | | (2) | |
| | | | | | | | | | | | | | | | | 234.5 | | | 211.1 | | | |
BAART Programs, Inc., MedMark Services, Inc., and Canadian Addiction Treatment Centres LP | | Opiod treatment provider | | First lien senior secured loan | | 10.16% | LIBOR (Q) | 5.00% | | 05/2022 | | 06/2027 | | | 6.0 | | | 6.1 | | | 5.9 | | (2)(11) | |
Bambino Group Holdings, LLC | | Dental services provider | | Class A preferred units | | | | | | 12/2016 | | | | 1,000,000 | | | 1.0 | | | 0.8 | | (2) | |
CCS-CMGC Holdings, Inc. (15) | | Correctional facility healthcare operator | | First lien senior secured revolving loan | | 10.24% | LIBOR (M) | 5.50% | | 10/2018 | | 10/2023 | | | 4.2 | | | 4.2 | | | 3.7 | | (2)(14)(18) | |
| | | | First lien senior secured loan | | 10.33% | LIBOR (Q) | 5.50% | | 09/2018 | | 10/2025 | | | 33.5 | | | 33.4 | | | 22.0 | | (2)(18) | |
| | | | | | | | | | | | | | | | | 37.6 | | | 25.7 | | | |
Center for Autism and Related Disorders, LLC (15) | | Autism treatment and services provider specializing in applied behavior analysis therapy | | First lien senior secured revolving loan | | | | | | 11/2018 | | 11/2023 | | | 6.8 | | | 6.8 | | | 0.5 | | (2)(10)(14) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured revolving loan | | | | | | 01/2022 | | 11/2023 | | | 0.8 | | | 0.2 | | | 0.1 | | (2)(10)(14) | |
| | | | First lien senior secured loan | | 15.15% PIK | SOFR (Q) | 10.00% | | 12/2022 | | 10/2023 | | | 12.2 | | | 12.8 | | | 12.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 15.16% PIK | SOFR (Q) | 10.00% | | 10/2022 | | 10/2023 | | | 9.9 | | | 10.1 | | | 9.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 29.9 | | | 22.7 | | | |
Color Intermediate, LLC | | Provider of pre-payment integrity software solution | | First lien senior secured loan | | 10.50% | SOFR (Q) | 5.50% | | 10/2022 | | 10/2029 | | | 20.3 | | | 20.3 | | | 19.9 | | (2)(11) | |
Comprehensive EyeCare Partners, LLC (15) | | Vision care practice management company | | First lien senior secured revolving loan | | 11.44% | SOFR (M) | 6.50% | | 02/2018 | | 02/2024 | | | 1.9 | | | 1.9 | | | 1.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.66% | SOFR (Q) | 6.50% | | 02/2018 | | 02/2024 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 2.2 | | | 2.1 | | | |
Convey Health Solutions, Inc. | | Healthcare workforce management software provider | | First lien senior secured loan | | 10.25% | SOFR (Q) | 5.25% | | 09/2019 | | 09/2026 | | | 2.7 | | | 2.7 | | | 2.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.25% | SOFR (Q) | 5.25% | | 10/2022 | | 09/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.25% | SOFR (Q) | 5.25% | | 02/2022 | | 09/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 2.9 | | | 2.8 | | | |
Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC (15) | | Provider of medical devices and services for the treatment of positional plagiocephaly | | First lien senior secured loan | | 10.59% | SOFR (Q) | 5.50% | | 03/2022 | | 03/2029 | | | 24.5 | | | 24.5 | | | 24.2 | | (2)(11) | |
| | | | Class A shares | | | | | | 03/2022 | | | | 176 | | | 1.8 | | | 1.8 | | (2) | |
| | | | Common units | | | | | | 03/2022 | | | | 28 | | | 0.3 | | | 0.3 | | (2) | |
| | | | | | | | | | | | | | | | | 26.6 | | | 26.3 | | | |
CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC (15) | | Veterinary hospital operator | | First lien senior secured loan | | 11.24% | LIBOR (M) | 6.40% | | 01/2022 | | 10/2025 | | | 40.4 | | | 40.4 | | | 40.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.24% | LIBOR (M) | 6.40% | | 10/2019 | | 10/2025 | | | 38.8 | | | 38.8 | | | 38.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.08% | LIBOR (M) | 6.25% | | 10/2022 | | 10/2025 | | | 4.9 | | | 4.9 | | | 4.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.24% | LIBOR (M) | 6.40% | | 04/2021 | | 10/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common stock | | | | | | 10/2019 | | | | 41,443 | | | 14.5 | | | 24.6 | | (2) | |
| | | | | | | | | | | | | | | | | 98.7 | | | 108.8 | | | |
Ensemble RCM, LLC | | Provider of technology-enabled revenue cycle management services to the health care industry | | First lien senior secured loan | | 9.78% | SOFR (Q) | 5.00% | | 04/2022 | | 08/2026 | | | 2.5 | | | 2.5 | | | 2.5 | | (2)(11) | |
Evolent Health LLC and Evolent Health, Inc. | | Medical technology company focused on value based care services and payment solutions | | First lien senior secured loan | | 10.79% | SOFR (Q) | 6.00% | | 01/2023 | | 01/2029 | | | 34.0 | | | 34.0 | | | 33.0 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.04% | SOFR (Q) | 6.00% | | 08/2022 | | 01/2029 | | | 7.8 | | | 7.8 | | | 7.6 | | (2)(6)(11) | |
| | | | Series A preferred shares | | 11.06% | SOFR (Q) | 6.00% | | 01/2023 | | 01/2029 | | 3,834 | | | 3.8 | | | 4.3 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 45.6 | | | 44.9 | | | |
GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC (15) | | On-demand supply chain automation solutions provider to the healthcare industry | | Second lien senior secured loan | | 11.59% | LIBOR (M) | 6.75% | | 05/2021 | | 05/2029 | | | 114.0 | | | 114.0 | | | 112.9 | | (2)(11) | |
| | | | Class A units | | | | | | 06/2017 | | | | 14,853,570 | | | 15.7 | | | 29.5 | | (2) | |
| | | | | | | | | | | | | | | | | 129.7 | | | 142.4 | | | |
Global Medical Response, Inc. and GMR Buyer Corp. | | Emergency air medical services provider | | First lien senior secured loan | | 9.20% | LIBOR (Q) | 4.25% | | 06/2022 | | 03/2025 | | | 12.4 | | | 11.6 | | | 8.7 | | (2)(11)(18) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 9.24% | LIBOR (Q) | 4.25% | | 06/2022 | | 10/2025 | | | 26.0 | | | 24.2 | | | 18.1 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 11.59% | LIBOR (M) | 6.75% | | 12/2021 | | 12/2029 | | | 95.4 | | | 95.4 | | | 66.8 | | (2)(11) | |
| | | | Warrant to purchase units of common stock | | | | | | 03/2018 | | 03/2028 | | 115,733 | | | 0.9 | | | 1.8 | | (2) | |
| | | | Warrant to purchase units of common stock | | | | | | 12/2021 | | 12/2031 | | 1,927 | | | 0.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 132.2 | | | 95.4 | | | |
Hanger, Inc. | | Provider of orthotic and prosthetic equipment and services | | First lien senior secured loan | | 10.95% | SOFR (M) | 6.25% | | 10/2022 | | 10/2028 | | | 54.2 | | | 54.2 | | | 52.3 | | (2)(11) | |
| | | | Second lien senior secured loan | | 14.45% | SOFR (M) | 9.75% | | 10/2022 | | 10/2029 | | | 110.6 | | | 110.6 | | | 106.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 164.8 | | | 159.1 | | | |
HealthEdge Software, Inc. (15) | | Provider of financial, administrative and clinical software platforms to the healthcare industry | | First lien senior secured revolving loan | | 14.00% | Base Rate (Q) | 6.00% | | 12/2021 | | 04/2026 | | | 2.4 | | | 2.4 | | | 2.4 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 11.94% | LIBOR (Q) | 7.00% | | 12/2021 | | 04/2026 | | | 87.2 | | | 87.2 | | | 87.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.94% | LIBOR (Q) | 7.00% | | 12/2022 | | 04/2026 | | | 2.8 | | | 2.8 | | | 2.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 92.4 | | | 92.4 | | | |
Honor Technology, Inc. | | Nursing and home care provider | | First lien senior secured loan | | 14.67% | LIBOR (M) | 10.00% | | 08/2021 | | 08/2026 | | | 2.5 | | | 2.4 | | | 2.3 | | (2)(11) | |
| | | | Warrant to purchase shares of Series D-2 preferred stock | | | | | | 08/2021 | | 08/2031 | | 133,333 | | | 0.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 2.5 | | | 2.3 | | | |
JDC Healthcare Management, LLC (15) | | Dental services provider | | First lien senior secured revolving loan | | | | | | 04/2017 | | 04/2024 | | | 4.9 | | | 3.7 | | | 2.3 | | (2)(10) | |
| | | | First lien senior secured loan | | | | | | 04/2017 | | 04/2024 | | | 41.4 | | | 31.4 | | | 19.9 | | (2)(10) | |
| | | | | | | | | | | | | | | | | 35.1 | | | 22.2 | | | |
KBHS Acquisition, LLC (d/b/a Alita Care, LLC) (15) | | Provider of behavioral health services | | First lien senior secured revolving loan | | 9.85% (1.24% PIK) | LIBOR (M) | 5.00% | | 03/2017 | | 03/2024 | | | 4.2 | | | 4.2 | | | 4.1 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 12.00% (1.24% PIK) | Base Rate (M) | 4.00% | | 03/2017 | | 03/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 4.3 | | | 4.2 | | | |
Lifescan Global Corporation | | Provider of blood glucose monitoring systems for home and hospital use | | First lien senior secured loan | | 10.75% | LIBOR (Q) | 6.00% | | 05/2022 | | 10/2024 | | | 14.0 | | | 13.5 | | | 10.4 | | (2)(18) | |
| | | | Second lien senior secured loan | | 14.25% | LIBOR (Q) | 9.50% | | 05/2022 | | 10/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(18) | |
| | | | | | | | | | | | | | | | | 13.7 | | | 10.6 | | | |
Medline Borrower, LP (15) | | Manufacturer and distributor of medical supplies | | First lien senior secured revolving loan | | | | | | 10/2021 | | 10/2026 | | | — | | | — | | | — | | (13) | |
Napa Management Services Corporation and ASP NAPA Holdings, LLC | | Anesthesia management services provider | | Senior preferred units | | 8.00% PIK | | | | 06/2020 | | | | 5,320 | | | 0.3 | | | 0.3 | | (2) | |
| | | | Preferred units | | 15.00% PIK | | | | 06/2020 | | | | 1,842 | | | 0.2 | | | 0.2 | | (2) | |
| | | | Class A units | | | | | | 04/2016 | | | | 25,277 | | | 2.5 | | | 3.6 | | (2) | |
| | | | | | | | | | | | | | | | | 3.0 | | | 4.1 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
NMN Holdings III Corp. and NMN Holdings LP (15) | | Provider of complex rehabilitation technology solutions for patients with mobility loss | | First lien senior secured revolving loan | | 8.59% | LIBOR (M) | 3.75% | | 11/2018 | | 11/2023 | | | 5.3 | | | 5.3 | | | 4.9 | | (2)(14) | |
| | | | Partnership units | | | | | | 11/2018 | | | | 30,000 | | | 3.0 | | | 2.3 | | (2) | |
| | | | | | | | | | | | | | | | | 8.3 | | | 7.2 | | | |
NSPC Intermediate Corp. and NSPC Holdings, LLC | | Acute and chronic pain treatment provider | | Common units | | | | | | 02/2023 | | | | 1,182 | | | — | | | — | | (2) | |
Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC (5)(15) | | Behavioral health and special education platform provider | | First lien senior secured loan | | | | | | 09/2019 | | 02/2027 | | | 52.2 | | | 49.3 | | | 31.4 | | (2)(10) | |
| | | | First lien senior secured loan | | | | | | 02/2022 | | 02/2027 | | | 10.2 | | | 9.7 | | | 6.1 | | (2)(10) | |
| | | | Preferred stock | | | | | | 02/2022 | | | | 7,983 | | | 3.1 | | | — | | (2) | |
| | | | Preferred units | | | | | | 07/2021 | | 04/2024 | | 417,189 | | | 0.3 | | | — | | (2) | |
| | | | Common units | | | | | | 02/2022 | | | | 7,584 | | | — | | | — | | (2) | |
| | | | Class A common units | | | | | | 09/2019 | | | | 9,549,000 | | | 9.5 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 71.9 | | | 37.5 | | | |
OMH-HealthEdge Holdings, LLC | | Revenue cycle management provider to the healthcare industry | | First lien senior secured loan | | 10.03% | LIBOR (Q) | 5.25% | | 10/2019 | | 10/2025 | | | 25.7 | | | 25.7 | | | 25.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.02% | LIBOR (Q) | 5.25% | | 03/2021 | | 10/2025 | | | 15.2 | | | 15.2 | | | 15.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.03% | LIBOR (A) | 5.25% | | 03/2022 | | 10/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.05% | LIBOR (Q) | 6.00% | | 10/2019 | | 10/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 41.1 | | | 41.1 | | | |
Pathway Vet Alliance LLC and Jedi Group Holdings LLC (15) | | Veterinary hospital operator | | Second lien senior secured loan | | 12.59% | LIBOR (M) | 7.75% | | 03/2020 | | 03/2028 | | | 76.3 | | | 76.3 | | | 66.4 | | (2)(11) | |
| | | | Class R common units | | | | | | 03/2020 | | | | 6,004,768 | | | 6.0 | | | 4.6 | | (2) | |
| | | | | | | | | | | | | | | | | 82.3 | | | 71.0 | | | |
PetVet Care Centers, LLC | | Veterinary hospital operator | | First lien senior secured loan | | 9.81% | SOFR (M) | 5.00% | | 06/2022 | | 02/2025 | | | 5.3 | | | 5.1 | | | 5.1 | | (2)(11)(18) | |
Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP (15) | | Provider of employer-sponsored onsite health and wellness clinics and pharmacies | | First lien senior secured revolving loan | | | | | | 07/2018 | | 04/2025 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 8.91% | LIBOR (Q) | 3.75% | | 07/2018 | | 07/2025 | | | 8.5 | | | 8.5 | | | 8.0 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.66% | LIBOR (Q) | 7.50% | | 07/2018 | | 07/2026 | | | 67.1 | | | 66.8 | | | 63.7 | | (2) | |
| | | | Class A units | | | | | | 07/2018 | | | | 9,775 | | | 9.8 | | | 11.8 | | (2) | |
| | | | | | | | | | | | | | | | | 85.1 | | | 83.5 | | | |
Project Ruby Ultimate Parent Corp. | | Provider of care coordination and transition management software solutions | | Second lien senior secured loan | | 11.34% | LIBOR (M) | 6.50% | | 03/2021 | | 03/2029 | | | 193.1 | | | 193.1 | | | 181.5 | | (2)(11) | |
RTI Surgical, Inc. and Pioneer Surgical Technology, Inc. (15) | | Manufacturer of biologic, metal and synthetic implants/devices | | First lien senior secured revolving loan | | 11.53% | LIBOR (M) | 6.75% | | 07/2020 | | 07/2026 | | | 6.1 | | | 6.1 | | | 6.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.86% | LIBOR (Q) | 6.75% | | 07/2020 | | 07/2026 | | | 22.4 | | | 22.4 | | | 22.4 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | | | | | | | | | | | | | | 28.5 | | 28.5 | | |
SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC (15) | | Outsourced anesthesia provider | | First lien senior secured loan | | 9.91% | LIBOR (Q) | 4.75% | | 03/2018 | | 03/2024 | | | 9.2 | | 9.2 | | 9.2 | (2)(11) | |
| | | | Common units | | | | | | 03/2018 | | | | 684,854 | | | 4.8 | | 1.0 | (2) | |
| | | | | | | | | | | | | | | | | 14.0 | | 10.2 | | |
SM Wellness Holdings, Inc. and SM Holdco, LLC (15) | | Breast cancer screening provider | | Series D units | | 8.00% PIK | | | | 03/2023 | | | | 565 | | | 0.6 | | 0.7 | (2) | |
| | | | Series A units | | | | | | 08/2018 | | | | 8,041 | | | 8.0 | | 10.3 | (2) | |
| | | | Series B units | | | | | | 08/2018 | | | | 860,643 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 8.6 | | 11.0 | | |
SOC Telemed, Inc. and PSC Spark Holdings, LP | | Provider of acute care telemedicine | | First lien senior secured loan | | 13.18% PIK | SOFR (Q) | 8.50% | | 08/2022 | | 08/2027 | | | 84.7 | | 80.5 | | 80.4 | (2)(11) | |
| | | | Class A-2 units | | | | | | 08/2022 | | | | 4,812 | | | 4.9 | | 5.0 | (2) | |
| | | | Warrant to purchase units of common stock | | | | | | 08/2022 | | 08/2029 | | 6,118 | | | 4.7 | | 4.2 | (2) | |
| | | | | | | | | | | | | | | | | 90.1 | | 89.6 | | |
Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc. (15) | | SaaS based healthcare compliance platform provider | | First lien senior secured loan | | 9.28% | SOFR (Q) | 4.50% | | 02/2022 | | 12/2027 | | | 12.3 | | 12.3 | | 11.0 | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 12.65% | SOFR (Q) | 7.88% | | 12/2020 | | 12/2028 | | | 76.2 | | 76.2 | | 68.6 | (2)(11) | |
| | | | Series C-1 preferred shares | | 11.00% PIK | | | | 06/2021 | | | | 75,939 | | | 97.5 | | 79.0 | (2) | |
| | | | Series C-2 preferred shares | | 11.00% PIK | | | | 06/2021 | | | | 40,115 | | | 48.8 | | 39.6 | (2) | |
| | | | Series C-3 preferred shares | | 11.00% PIK | | | | 10/2021 | | | | 16,201 | | | 19.0 | | 15.4 | (2) | |
| | | | | | | | | | | | | | | | | 253.8 | | 213.6 | | |
Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC (15) | | Franchisor of private-pay home care for the elderly | | First lien senior secured loan | | 10.80% | SOFR (Q) | 5.75% | | 04/2018 | | 04/2026 | | | 13.1 | | 13.1 | | 13.1 | (2)(11) | |
| | | | Common units | | | | | | 04/2018 | | | | 550 | | | 0.5 | | 1.0 | | |
| | | | | | | | | | | | | | | | | 13.6 | | 14.1 | | |
Tempus Labs, Inc. | | Provider of technology enabled precision medicine solutions | | First lien senior secured loan | | 11.59% | SOFR (Q) | 7.00% | | 09/2022 | | 09/2027 | | | 71.4 | | 71.4 | | 71.4 | (2)(11) | |
Therapy Brands Holdings LLC | | Provider of software solutions for the mental and behavioral health market segments | | Second lien senior secured loan | | 11.53% | LIBOR (M) | 6.75% | | 06/2021 | | 05/2029 | | | 29.1 | | 28.9 | | 27.9 | (2)(11) | |
Touchstone Acquisition, Inc. and Touchstone Holding, L.P. | | Manufacturer of consumable products in the dental, medical, cosmetic and consumer/industrial end-markets | | Class A preferred units | | 8.00% PIK | | | | 11/2018 | | | | 2,149 | | | 3.0 | | 2.4 | (2) | |
U.S. Anesthesia Partners, Inc. & U.S. Anesthesia Partners Holdings, Inc. | | Anesthesiology service provider | | Second lien senior secured loan | | 12.16% | LIBOR (M) | 7.50% | | 10/2021 | | 10/2029 | | | 147.8 | | 147.8 | | 141.9 | (2)(11) | |
| | | | Common stock | | | | | | 12/2021 | | | | 3,671,429 | | | 12.9 | | 12.7 | (2) | |
| | | | | | | | | | | | | | | | | 160.7 | | 154.6 | | |
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP (15) | | Gastroenterology physician group | | First lien senior secured loan | | 11.64% | SOFR (Q) | 6.75% | | 03/2023 | | 03/2029 | | | 10.4 | | 10.4 | | 10.1 | (2)(11) | |
| | | | Class A interests | | | | | | 03/2023 | | | | 4,623 | | | 4.6 | | 4.6 | (2) | |
| | | | | | | | | | | | | | | | | 15.0 | | 14.7 | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Viant Medical Holdings, Inc. | | Manufacturer of plastic and rubber components for health care equipment | | First lien senior secured loan | | 8.59% | LIBOR (M) | 3.75% | | 05/2022 | | 07/2025 | | | 5.8 | | | 5.2 | | | 5.4 | | (2)(18) | |
VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P. (15) | | Veterinary hospital operator | | First lien senior secured revolving loan | | 13.25% | Base Rate (Q) | 5.25% | | 12/2021 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.30% | LIBOR (M) | 6.50% | | 08/2022 | | 12/2027 | | | 4.2 | | | 4.2 | | | 4.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.06% | LIBOR (M) | 6.25% | | 12/2021 | | 12/2027 | | | 6.2 | | | 6.2 | | | 6.1 | | (2)(11) | |
| | | | Class A-2 units | | | | | | 12/2021 | | | | 7,524 | | | 7.5 | | | 8.2 | | (2) | |
| | | | Class A-2 units | | | | | | 03/2023 | | | | 45 | | | 0.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 18.2 | | | 18.6 | | | |
WSHP FC Acquisition LLC and WSHP FC Holdings LLC (15) | | Provider of biospecimen products for pharma research | | First lien senior secured revolving loan | | 11.28% | SOFR (Q) | 6.25% | | 03/2018 | | 03/2028 | | | 12.7 | | | 12.7 | | | 12.4 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 11.30% | SOFR (Q) | 6.25% | | 03/2018 | | 03/2028 | | | 33.0 | | | 33.0 | | | 32.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.30% | SOFR (Q) | 6.25% | | 07/2022 | | 03/2028 | | | 14.5 | | | 14.5 | | | 14.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.30% | SOFR (Q) | 6.25% | | 10/2019 | | 03/2028 | | | 10.7 | | | 10.7 | | | 10.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.29% | SOFR (Q) | 6.25% | | 08/2019 | | 03/2028 | | | 12.9 | | | 12.9 | | | 12.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.30% | SOFR (Q) | 6.25% | | 02/2019 | | 03/2028 | | | 4.5 | | | 4.5 | | | 4.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.30% | SOFR (Q) | 6.25% | | 10/2021 | | 03/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.30% | SOFR (Q) | 6.25% | | 11/2021 | | 03/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common units | | | | | | 07/2022 | | | | 33,293 | | | 4.7 | | | 4.9 | | | |
| | | | | | | | | | | | | | | | | 93.2 | | | 91.5 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,623.2 | | | 2,382.6 | | | 23.71% |
Commercial and Professional Services | | | | | | | | | | | | | | | | | | | | | |
Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC (15) | | Provider of outsourced crew accommodations and logistics management solutions to the airline industry | | First lien senior secured revolving loan | | 12.80% | SOFR (Q) | 7.75% | | 05/2018 | | 05/2024 | | | 4.1 | | | 4.1 | | | 4.1 | | (2)(11) | |
| | | | Class A common units | | | | | | 05/2018 | | | | 236,358 | | | 4.3 | | | 7.5 | | | |
| | | | | | | | | | | | | | | | | 8.4 | | | 11.6 | | | |
Aero Operating LLC | | Provider of snow removal and melting service for airports and marine terminals | | First lien senior secured loan | | 13.74% | SOFR (Q) | 9.00% | | 02/2020 | | 02/2026 | | | 36.1 | | | 36.1 | | | 33.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.74% | SOFR (Q) | 9.00% | | 12/2021 | | 02/2026 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 37.2 | | | 35.0 | | | |
AI Fire Buyer, Inc. and AI Fire Parent LLC (15) | | Provider of fire safety and life safety services | | First lien senior secured revolving loan | | 11.26% | SOFR (S) | 6.00% | | 03/2021 | | 03/2027 | | | 1.9 | | | 1.9 | | | 1.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.13% | SOFR (S) | 6.00% | | 03/2021 | | 03/2027 | | | 30.6 | | | 30.6 | | | 30.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.57% | SOFR (S) | 6.00% | | 06/2022 | | 03/2027 | | | 3.4 | | | 3.4 | | | 3.4 | | (2)(11) | |
| | | | Second lien senior secured loan | | 16.11% PIK | SOFR (S) | 11.00% | | 03/2021 | | 09/2027 | | | 47.4 | | | 47.4 | | | 47.4 | | (2)(11) | |
| | | | Second lien senior secured loan | | 16.11% PIK | SOFR (S) | 11.00% | | 05/2022 | | 09/2027 | | | 10.7 | | | 10.7 | | | 10.7 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Second lien senior secured loan | | 16.11% PIK | SOFR (S) | 11.00% | | 06/2022 | | 09/2027 | | | 10.4 | | | 10.4 | | | 10.4 | | (2)(11) | |
| | | | Common units | | | | | | 03/2021 | | | | 46,990 | | | 4.7 | | | 6.0 | | (2) | |
| | | | | | | | | | | | | | | | | 109.1 | | | 110.4 | | | |
Applied Technical Services, LLC (15) | | Provider engineering, testing, and inspection services to various industrial, commercial and consumer customers | | First lien senior secured revolving loan | | 12.75% | Base Rate (Q) | 4.75% | | 05/2022 | | 12/2026 | | | 2.6 | | | 2.5 | | | 2.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 05/2022 | | 12/2026 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 3.4 | | | 3.5 | | | |
Argenbright Holdings V, LLC and Amberstone Security Group Limited (15) | | Provider of outsourced security guard services, outsourced facilities management and outsourced aviation services | | First lien senior secured loan | | 12.09% | SOFR (Q) | 7.25% | | 08/2022 | | 11/2026 | | | 6.0 | | | 5.9 | | | 6.0 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 12.08% | SOFR (Q) | 7.25% | | 11/2021 | | 11/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 6.0 | | | 6.1 | | | |
BH-Sharp Holdings LP | | Provider of commercial knife sharpening and cutlery services in the restaurant industry | | Common units | | | | | | 03/2017 | | | | 2,950,000 | | | 3.0 | | | 2.9 | | (2) | |
Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP (15) | | Outsourced supply chain solutions provider to operators of distribution centers | | First lien senior secured revolving loan | | | | | | 11/2020 | | 11/2025 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.66% | LIBOR (M) | 4.75% | | 11/2020 | | 11/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.66% | LIBOR (M) | 8.75% | | 11/2020 | | 11/2028 | | | 68.3 | | | 68.3 | | | 68.3 | | (2)(11) | |
| | | | Class A units | | | | | | 11/2020 | | | | 10,581 | | | 10.6 | | | 19.6 | | (2) | |
| | | | | | | | | | | | | | | | | 79.1 | | | 88.1 | | | |
Compex Legal Services, Inc. (15) | | Provider of outsourced litgated and non-litigated medical records retrieval services | | First lien senior secured revolving loan | | 10.45% | SOFR (Q) | 5.45% | | 05/2022 | | 02/2025 | | | 2.0 | | | 1.9 | | | 2.0 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 10.20% | LIBOR (Q) | 5.25% | | 05/2022 | | 02/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 2.1 | | | 2.2 | | | |
DTI Holdco, Inc. and OPE DTI Holdings, Inc. | | Provider of legal process outsourcing and managed services | | Class A common stock | | | | | | 08/2014 | | | | 7,500 | | | 7.5 | | | 6.3 | | (2) | |
| | | | Class B common stock | | | | | | 08/2014 | | | | 7,500 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 7.5 | | | 6.3 | | | |
Elevation Services Parent Holdings, LLC (15) | | Elevator service platform | | First lien senior secured revolving loan | | 11.40% | LIBOR (Q) | 6.25% | | 12/2020 | | 12/2026 | | | 1.4 | | | 1.4 | | | 1.3 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 11.38% | LIBOR (Q) | 6.25% | | 05/2022 | | 12/2026 | | | 9.1 | | | 9.1 | | | 8.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.39% | LIBOR (Q) | 6.25% | | 12/2020 | | 12/2026 | | | 10.2 | | | 10.2 | | | 9.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 20.7 | | | 19.7 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
HAI Acquisition Corporation and Aloha Topco, LLC (15) | | Professional employer organization offering human resources, compliance and risk management services | | First lien senior secured loan | | 10.91% | SOFR (M) | 6.00% | | 11/2017 | | 11/2025 | | | 60.4 | | | 60.4 | | | 60.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.66% | SOFR (M) | 6.75% | | 12/2022 | | 11/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | SOFR (M) | 6.00% | | 09/2021 | | 11/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 11/2017 | | | | 16,980 | | | 1.7 | | | 3.1 | | (2) | |
| | | | | | | | | | | | | | | | | 62.3 | | | 63.7 | | | |
HH-Stella, Inc. and Bedrock Parent Holdings, LP (15) | | Provider of municipal solid waste transfer management services | | First lien senior secured revolving loan | | 10.38% | LIBOR (M) | 5.50% | | 04/2021 | | 04/2027 | | | 2.8 | | | 2.8 | | | 2.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.63% | LIBOR (Q) | 5.50% | | 04/2021 | | 04/2028 | | | 8.9 | | | 8.9 | | | 8.6 | | (2)(11) | |
| | | | Class A units | | | | | | 04/2021 | | | | 25,490 | | | 2.5 | | | 1.8 | | (2) | |
| | | | | | | | | | | | | | | | | 14.2 | | | 13.0 | | | |
ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P. (15) | | Provider of commercial and industrial waste processing and disposal services | | First lien senior secured revolving loan | | 13.25% | Base Rate (Q) | 5.25% | | 08/2022 | | 08/2028 | | | 3.5 | | | 3.5 | | | 3.5 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 11.01% | SOFR (M) | 6.25% | | 08/2022 | | 08/2029 | | | 3.5 | | | 3.5 | | | 3.4 | | (2)(11) | |
| | | | Class A units | | | | | | 09/2022 | | | | 12,501 | | | 12.5 | | | 13.1 | | (2) | |
| | | | | | | | | | | | | | | | | 19.5 | | | 20.0 | | | |
Kellermeyer Bergensons Services, LLC | | Provider of janitorial and facilities management services | | First lien senior secured loan | | 10.83% | LIBOR (Q) | 6.00% | | 11/2019 | | 11/2026 | | | 56.6 | | | 56.5 | | | 49.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.83% | LIBOR (Q) | 6.00% | | 07/2021 | | 11/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 56.6 | | | 49.4 | | | |
KPS Global LLC and Cool Group LLC | | Manufacturer of walk-in cooler and freezer systems | | First lien senior secured loan | | 10.41% | SOFR (M) | 5.50% | | 04/2017 | | 04/2024 | | | 11.7 | | | 11.7 | | | 11.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.41% | SOFR (M) | 5.50% | | 11/2018 | | 04/2024 | | | 3.1 | | | 3.1 | | | 3.1 | | (2)(11) | |
| | | | Class A units | | | | | | 09/2018 | | | | 13,292 | | | 1.1 | | | 5.4 | | | |
| | | | | | | | | | | | | | | | | 15.9 | | | 20.2 | | | |
Laboratories Bidco LLC and Laboratories Topco LLC (15) | | Lab testing services for nicotine containing products | | First lien senior secured revolving loan | | 10.59% | LIBOR (M) | 5.75% | | 07/2021 | | 07/2027 | | | 13.4 | | | 13.4 | | | 12.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.78% | LIBOR (Q) | 5.75% | | 10/2019 | | 07/2027 | | | 40.2 | | | 40.6 | | | 38.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.88% | LIBOR (Q) | 5.75% | | 07/2021 | | 07/2027 | | | 4.4 | | | 4.4 | | | 4.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.89% | LIBOR (Q) | 5.75% | | 10/2020 | | 07/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 07/2021 | | | | 3,099,335 | | | 4.6 | | | 4.4 | | (2) | |
| | | | | | | | | | | | | | | | | 63.1 | | | 59.6 | | | |
LJP Purchaser, Inc. and LJP Topco, LP (15) | | Provider of non-hazardous solid waste and recycling services | | First lien senior secured loan | | 11.25% | SOFR (Q) | 6.25% | | 09/2022 | | 09/2028 | | | 8.5 | | | 8.5 | | | 8.4 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 09/2022 | | | | 5,098,000 | | | 5.3 | | | 5.2 | | (2) | |
| | | | | | | | | | | | | | | | | 13.8 | | | 13.6 | | | |
Marmic Purchaser, LLC and Marmic Topco, L.P. (15) | | Provider of recurring fire protection services | | First lien senior secured loan | | 11.80% | SOFR (S) | 6.00% | | 02/2022 | | 03/2027 | | | 1.2 | | | 1.2 | | | 1.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.04% | SOFR (S) | 6.00% | | 03/2021 | | 03/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Limited partnership units | | 8.00% PIK | | | | 03/2021 | | | | 1,929,237 | | | 2.3 | | | 3.1 | | (2) | |
| | | | | | | | | | | | | | | | | 3.7 | | | 4.5 | | | |
Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc. | | Keg management solutions provider | | Second lien senior secured loan | | 15.86% (11.20% PIK) | SOFR (S) | 11.00% | | 08/2020 | | 07/2025 | | | 163.7 | | | 163.7 | | | 163.7 | | (2)(11) | |
| | | | Series A preferred stock | | | | | | 08/2020 | | | | 1,507 | | | 1.5 | | | 2.9 | | (2) | |
| | | | Common stock | | | | | | 12/2012 | | | | 54,710 | | | 4.9 | | | 8.3 | | (2) | |
| | | | | | | | | | | | | | | | | 170.1 | | | 174.9 | | | |
NAS, LLC and Nationwide Marketing Group, LLC (15) | | Buying and marketing services organization for appliance, furniture and consumer electronics dealers | | First lien senior secured revolving loan | | 11.55% | SOFR (Q) | 6.50% | | 11/2020 | | 06/2024 | | | 0.6 | | | 0.6 | | | 0.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.55% | SOFR (Q) | 6.50% | | 11/2020 | | 06/2024 | | | 6.3 | | | 6.3 | | | 6.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.55% | SOFR (Q) | 6.50% | | 12/2021 | | 06/2024 | | | 2.3 | | | 2.3 | | | 2.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.55% | SOFR (Q) | 6.50% | | 05/2022 | | 06/2024 | | | 1.3 | | | 1.3 | | | 1.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 10.5 | | | 10.5 | | | |
Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P. (15) | | Provider of audience insights, data and analytics to entertainment industry | | First lien senior secured loan | | 9.74% | SOFR (Q) | 5.00% | | 10/2022 | | 04/2029 | | | 99.3 | | | 90.8 | | | 89.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.49% | SOFR (Q) | 4.75% | | 10/2022 | | 10/2028 | | | 74.0 | | | 68.7 | | | 64.4 | | (2)(11) | |
| | | | First lien senior secured note | | 9.29% | | | | 11/2022 | | 04/2029 | | | 52.8 | | | 51.4 | | | 49.0 | | (2)(18) | |
| | | | First lien senior secured loan | | 7.27% | Euribor (Q) | 5.00% | | 10/2022 | | 04/2029 | | | 16.4 | | | 13.5 | | | 13.9 | | (2) | |
| | | | Second lien senior secured loan | | 14.49% | SOFR (Q) | 9.75% | | 10/2022 | | 10/2029 | | | 221.3 | | | 221.3 | | | 201.4 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 10/2022 | | | | 4,040,000 | | | 4.0 | | | 4.0 | | (2) | |
| | | | | | | | | | | | | | | | | 449.7 | | | 421.8 | | | |
Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-1 | | Operator of multiple franchise concepts primarily related to home maintenance or repairs | | Senior subordinated loan | | 13.46% | LIBOR (Q) | 8.50% | | 09/2021 | | 08/2029 | | | 119.1 | | | 119.1 | | | 117.9 | | (2)(11) | |
| | | | Limited partner interest | | | | | | 09/2021 | | | | 9,725,000 | | | 9.7 | | | 10.2 | | (2) | |
| | | | | | | | | | | | | | | | | 128.8 | | | 128.1 | | | |
North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC (15) | | Provider of fire safety and life safety services | | First lien senior secured loan | | 10.55% | SOFR (Q) | 5.50% | | 05/2021 | | 05/2027 | | | 19.9 | | | 19.9 | | | 19.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.55% | SOFR (Q) | 5.50% | | 03/2022 | | 05/2027 | | | 2.8 | | | 2.8 | | | 2.8 | | (2)(11) | |
| | | | Common units | | | | | | 05/2021 | | | | 884,916 | | | 0.9 | | | 2.8 | | (2) | |
| | | | | | | | | | | | | | | | | 23.6 | | | 25.5 | | | |
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC (15) | | Provider of lawncare services | | First lien senior secured loan | | 11.32% | SOFR (Q) | 6.50% | | 12/2022 | | 05/2028 | | | 11.1 | | | 11.0 | | | 10.7 | | (2)(11) | |
North Haven Stack Buyer, LLC (15) | | Provider of environmental testing services | | First lien senior secured revolving loan | | 10.37% | SOFR (Q) | 5.50% | | 07/2021 | | 07/2027 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.35% | SOFR (Q) | 5.50% | | 07/2021 | | 07/2027 | | | 7.7 | | | 7.6 | | | 7.4 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | | | | | | | | | | | | | | 8.6 | | | 8.4 | | | |
Petroleum Service Group LLC (15) | | Provider of operational services for US petrochemical and refining companies | | First lien senior secured revolving loan | | 11.06% | LIBOR (Q) | 6.00% | | 07/2019 | | 07/2025 | | | 1.6 | | | 1.6 | | | 1.6 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.83% | LIBOR (Q) | 6.00% | | 07/2019 | | 07/2025 | | | 34.4 | | | 34.4 | | | 34.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.99% | LIBOR (Q) | 6.00% | | 12/2021 | | 07/2025 | | | 11.4 | | | 11.4 | | | 11.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.75% | LIBOR (Q) | 4.75% | | 12/2021 | | 07/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 47.5 | | | 47.5 | | | |
Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC | | Provider of janitorial and facilities management services | | First lien senior secured loan | | 10.52% | SOFR (S) | 5.50% | | 10/2021 | | 10/2027 | | | 68.2 | | | 68.2 | | | 65.5 | | (2)(11) | |
| | | | Class A units | | | | | | 10/2021 | | | | 7,900,000 | | | 7.9 | | | 6.5 | | (2) | |
| | | | | | | | | | | | | | | | | 76.1 | | | 72.0 | | | |
PS Operating Company LLC and PS Op Holdings LLC (5)(15) | | Specialty distributor and solutions provider to the swine and poultry markets | | First lien senior secured revolving loan | | 11.16% | LIBOR (Q) | 6.00% | | 12/2021 | | 12/2024 | | | 4.5 | | | 4.5 | | | 4.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.16% | LIBOR (Q) | 6.00% | | 12/2021 | | 12/2024 | | | 14.9 | | | 14.9 | | | 14.9 | | (2)(11) | |
| | | | Common unit | | | | | | 12/2021 | | | | 279,200 | | | 7.4 | | | 7.5 | | (2) | |
| | | | | | | | | | | | | | | | | 26.8 | | | 26.9 | | | |
R2 Acquisition Corp. | | Marketing services | | Common stock | | | | | | 05/2007 | | | | 250,000 | | | 0.2 | | | 0.2 | | (2) | |
RC V Tecmo Investor LLC | | Technology based aggregator for facility maintenance services | | Common member units | | | | | | 08/2020 | | | | 9,624,000 | | | 8.3 | | | 22.8 | | (2) | |
RE Community Holdings GP, LLC and RE Community Holdings, LP | | Operator of municipal recycling facilities | | Limited partnership interest | | | | | | 03/2011 | | | | 2.86 | % | | | — | | | — | | (2) | |
| | | | Limited partnership interest | | | | | | 03/2011 | | | | 2.49 | % | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P. (15) | | Provider of FDA registration and consulting services | | First lien senior secured loan | | 9.84% | LIBOR (M) | 5.00% | | 08/2021 | | 08/2027 | | | 2.7 | | | 2.7 | | | 2.7 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 08/2021 | | | | 1.13 | % | | | 2.7 | | | 3.2 | | (2) | |
| | | | | | | | | | | | | | | | | 5.4 | | | 5.9 | | | |
Rodeo AcquisitionCo LLC (15) | | Provider of food inspection and recovery services | | First lien senior secured revolving loan | | 10.94% | LIBOR (Q) | 6.00% | | 07/2021 | | 07/2027 | | | 1.7 | | | 1.7 | | | 1.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.95% | LIBOR (Q) | 6.00% | | 07/2021 | | 07/2027 | | | 16.9 | | | 16.9 | | | 16.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 18.6 | | | 17.6 | | | |
Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P. (15) | | Provider of landscape design and planning, and snow removal services | | First lien senior secured revolving loan | | 10.59% | LIBOR (M) | 5.75% | | 12/2021 | | 12/2027 | | | 0.5 | | | 0.5 | | | 0.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 12/2021 | | 12/2027 | | | 1.9 | | | 1.9 | | | 1.9 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 5,154 | | | 12.9 | | | 17.9 | | (2) | |
| | | | | | | | | | | | | | | | | 15.3 | | | 20.3 | | | |
Shermco Intermediate Holdings, Inc. (15) | | Provider of electrician services | | First lien senior secured revolving loan | | 11.31% | SOFR (M) | 6.50% | | 05/2022 | | 06/2024 | | | 1.6 | | | 1.5 | | | 1.6 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP | | Manufacturer and distributor of personal protection equipment, commercial cleaning, maintenance and safety products | | Second lien senior secured loan | | | | | | 06/2020 | | 06/2026 | | | 22.5 | | | 21.0 | | | 11.2 | | (2)(10) | |
| | | | Limited partnership class A-1 units | | | | | | 06/2020 | | | | 2,173 | | | 1.1 | | | — | | (2) | |
| | | | Limited partnership class A-2 units | | | | | | 06/2020 | | | | 2,173 | | | 1.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 23.2 | | | 11.2 | | | |
Startec Equity, LLC (5) | | Communication services | | Member interest | | | | | | 04/2010 | | | | 190,581 | | | — | | | — | | | |
Stealth Holding LLC and UCIT Online Security Inc. | | Live video monitoring solutions provider | | First lien senior secured loan | | 11.53% | SOFR (Q) | 6.75% | | 03/2021 | | 03/2026 | | | 52.8 | | | 52.8 | | | 52.3 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.59% | SOFR (Q) | 6.75% | | 03/2022 | | 03/2026 | | | 5.2 | | | 5.2 | | | 5.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 13.75% | Base Rate (Q) | 5.75% | | 03/2021 | | 03/2026 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 58.8 | | | 58.2 | | | |
Systems Planning and Analysis, Inc. (15) | | Provider of systems engineering and technical assistance to the US Department of Defense | | First lien senior secured revolving loan | | 11.10% | SOFR (Q) | 5.75% | | 05/2022 | | 08/2027 | | | 1.1 | | | 1.0 | | | 1.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.76% | SOFR (Q) | 5.75% | | 05/2022 | | 08/2027 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 2.0 | | | 2.1 | | | |
The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P. (15) | | Market research company focused on the consumer packaged goods industry | | First lien senior secured revolving loan | | 10.49% | SOFR (M) | 5.75% | | 08/2022 | | 12/2027 | | | 2.0 | | | 2.0 | | | 2.0 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.95% (2.85% PIK) | SOFR (M) | 6.25% | | 08/2022 | | 12/2028 | | | 214.5 | | | 214.5 | | | 210.2 | | (2)(11) | |
| | | | Class A units | | | | | | 08/2022 | | | | 11,242 | | | 11.6 | | | 15.7 | | (2) | |
| | | | | | | | | | | | | | | | | 228.1 | | | 227.9 | | | |
Thermostat Purchaser III, Inc. (15) | | Provider of commercial HVAC equipment maintenance and repair services | | First lien senior secured revolving loan | | | | | | 08/2021 | | 08/2026 | | | — | | | — | | | — | | (13) | |
| | | | Second lien senior secured loan | | 12.20% | LIBOR (Q) | 7.25% | | 08/2021 | | 08/2029 | | | 23.0 | | | 23.0 | | | 22.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 23.0 | | | 22.1 | | | |
Visual Edge Technology, Inc. | | Provider of outsourced office solutions with a focus on printer and copier equipment and other parts and supplies | | First lien senior secured loan | | 11.96% (1.25% PIK) | LIBOR (Q) | 7.00% | | 08/2017 | | 08/2022 | | | 32.6 | | | 32.6 | | | 29.4 | | (2)(11) | |
| | | | Senior subordinated loan | | | | | | 08/2017 | | 09/2024 | | | 108.0 | | | 87.5 | | | 48.5 | | (2)(10) | |
| | | | Warrant to purchase shares of common stock | | | | | | 08/2017 | | 08/2027 | | 10,358,572 | | | 3.9 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 124.0 | | | 77.9 | | | |
VRC Companies, LLC (15) | | Provider of records and information management services | | Senior subordinated loan | | 12.00% (2.00% PIK) | | | | 05/2022 | | 06/2028 | | | 5.1 | | | 5.1 | | | 4.8 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Wash Encore Holdings, LLC | | Provider of outsourced healthcare linen management solutions | | First lien senior secured loan | | 10.85% | LIBOR (S) | 5.75% | | 07/2021 | | 07/2027 | | | 98.3 | | | 98.3 | | | 96.3 | | (2)(11) | |
XIFIN, Inc. and ACP Charger Co-Invest LLC (15) | | Revenue cycle management provider to labs | | First lien senior secured revolving loan | | 10.74% | LIBOR (Q) | 5.75% | | 02/2020 | | 02/2026 | | | 2.2 | | | 2.2 | | | 2.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 12/2021 | | 02/2026 | | | 36.9 | | | 36.9 | | | 36.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 07/2021 | | 02/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 02/2020 | | | | 180,000 | | | 1.8 | | | 3.5 | | (2) | |
| | | | Class B units | | | | | | 12/2021 | | | | 46,363 | | | 0.9 | | | 0.9 | | (2) | |
| | | | | | | | | | | | | | | | | 41.9 | | | 42.8 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,132.0 | | | 2,067.8 | | | 20.58% |
Investment Funds and Vehicles | | | | | | | | | | | | | | | | | | | | | |
ACAS Equity Holdings Corporation (5) | | Investment company | | Common stock | | | | | | 01/2017 | | | | 589 | | | 0.4 | | | 0.4 | | (6) | |
ARES 2007-3R | | Investment vehicle | | Subordinated notes | | | | | | 01/2017 | | 04/2021 | | 20,000,000 | | | — | | | 0.1 | | (6) | |
Blue Wolf Capital Fund II, L.P. (4) | | Investment partnership | | Limited partnership interest | | | | | | 01/2017 | | | | 8.50 | % | | | — | | | 0.1 | | (6)(18) | |
CoLTs 2005-1 Ltd. (5) | | Investment vehicle | | Preferred shares | | | | | | 01/2017 | | 03/2015 | | 360 | | | — | | | — | | (6) | |
CREST Exeter Street Solar 2004-1 | | Investment vehicle | | Preferred shares | | | | | | 01/2017 | | 06/2039 | | 3,500,000 | | | — | | | — | | (6) | |
European Capital UK SME Debt LP (4)(16) | | Investment partnership | | Limited partnership interest | | | | | | 01/2017 | | | | 45.00 | % | | | 18.0 | | | 27.1 | | (6) | |
HCI Equity, LLC (5) | | Investment company | | Member interest | | | | | | 04/2010 | | | | 100.00 | % | | | — | | | — | | (6)(18) | |
Partnership Capital Growth Investors III, L.P. | | Investment partnership | | Limited partnership interest | | | | | | 10/2011 | | | | 2.50 | % | | | 1.8 | | | 4.0 | | (2)(6)(18) | |
PCG-Ares Sidecar Investment II, L.P. (4)(16) | | Investment partnership | | Limited partnership interest | | | | | | 10/2014 | | | | 100.00 | % | | | 7.1 | | | 16.6 | | (2)(6) | |
PCG-Ares Sidecar Investment, L.P. (4)(16) | | Investment partnership | | Limited partnership interest | | | | | | 05/2014 | | | | 100.00 | % | | | 4.3 | | | 0.7 | | (6) | |
Piper Jaffray Merchant Banking Fund I, L.P. | | Investment partnership | | Limited partnership interest | | | | | | 08/2012 | | | | 2.00 | % | | | 0.1 | | | 0.5 | | (6)(18) | |
Senior Direct Lending Program, LLC (5)(17) | | Co-investment vehicle | | Subordinated certificates | | 13.19% | LIBOR (Q) | 8.00% | | 07/2016 | | 12/2036 | | | 1,281.7 | | | 1,281.7 | | | 1,230.4 | | (6)(12) | |
| | | | Membership interest | | | | | | | | | | 87.50 | % | | | — | | | — | | (6) | |
| | | | | | | | | | | | | | | | | 1,281.7 | | | 1,230.4 | | | |
VSC Investors LLC | | Investment company | | Membership interest | | | | | | 01/2008 | | | | 1.95 | % | | | — | | | 0.5 | | (2)(6)(18) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,313.4 | | | 1,280.4 | | | 12.74% |
Insurance Services | | | | | | | | | | | | | | | | | | | | | |
Alera Group, Inc. | | Insurance service provider | | First lien senior secured loan | | 10.91% | SOFR (M) | 6.00% | | 09/2021 | | 10/2028 | | | 60.5 | | | 60.5 | | | 59.3 | | (2)(11) | |
Amynta Agency Borrower Inc. and Amynta Warranty Borrower Inc. | | Insurance service provider | | First lien senior secured loan | | 9.89% | SOFR (Q) | 5.00% | | 02/2023 | | 02/2028 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(18) | |
AQ Sunshine, Inc. (15) | | Specialized insurance broker | | First lien senior secured revolving loan | | 11.22% | LIBOR (Q) | 6.25% | | 04/2019 | | 04/2024 | | | 3.0 | | | 3.0 | | | 2.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.41% | LIBOR (Q) | 6.25% | | 01/2022 | | 04/2025 | | | 8.9 | | | 8.9 | | | 8.6 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 11.41% | LIBOR (Q) | 6.25% | | 04/2019 | | 04/2025 | | | 8.5 | | | 8.5 | | | 8.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.41% | LIBOR (Q) | 6.25% | | 10/2020 | | 04/2025 | | | 5.6 | | | 5.6 | | | 5.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.41% | LIBOR (Q) | 6.25% | | 05/2022 | | 04/2025 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.41% | LIBOR (Q) | 6.25% | | 06/2021 | | 04/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 27.1 | | | 26.0 | | | |
Ardonagh Midco 2 plc and Ardonagh Midco 3 plc (15) | | Insurance broker and underwriting servicer | | First lien senior secured loan | | 11.25% | LIBOR (S) | 6.00% | | 08/2021 | | 07/2026 | | | 90.0 | | | 90.0 | | | 89.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.57% | Euribor (S) | 6.75% | | 08/2022 | | 07/2026 | | | 67.8 | | | 64.5 | | | 67.8 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.74% | SONIA (S) | 7.25% | | 06/2020 | | 07/2026 | | | 76.6 | | | 79.4 | | | 76.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 12.22% | SOFR (S) | 7.00% | | 08/2022 | | 07/2026 | | | 15.6 | | | 15.6 | | | 15.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.07% | Euribor (S) | 7.25% | | 06/2020 | | 07/2026 | | | 7.1 | | | 7.5 | | | 7.1 | | (2)(6)(11) | |
| | | | Senior subordinated loan | | 11.50% PIK | | | | 06/2020 | | 01/2027 | | | 1.4 | | | 1.4 | | | 1.3 | | (2)(6)(18) | |
| | | | | | | | | | | | | | | | | 258.4 | | | 257.5 | | | |
Benecon Midco II LLC and Locutus Holdco LLC (15) | | Employee benefits provider for small and mid-size employers | | Common units | | | | | | 12/2020 | | | | 9,803,682 | | | 10.0 | | | 24.5 | | | |
Benefytt Technologies, Inc. (15) | | Health insurance sales platform provider | | First lien senior secured loan | | | | | | 08/2021 | | 08/2027 | | | 29.7 | | | 29.0 | | | 14.8 | | (2)(10) | |
Captive Resources Midco, LLC (15) | | Provider of independent consulting services to member-owned group captives | | First lien senior secured loan | | 7.43% | SOFR (M) | 2.63% | | 07/2022 | | 07/2029 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
Foundation Risk Partners, Corp. (15) | | Full service independent insurance agency | | First lien senior secured loan | | 11.00% | SOFR (Q) | 6.00% | | 10/2021 | | 10/2028 | | | 104.4 | | | 104.4 | | | 102.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.00% | SOFR (Q) | 6.00% | | 04/2022 | | 10/2028 | | | 30.2 | | | 30.2 | | | 29.6 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 134.6 | | | 131.9 | | | |
Galway Borrower LLC (15) | | Insurance service provider | | First lien senior secured revolving loan | | 10.41% | LIBOR (Q) | 5.25% | | 09/2021 | | 09/2027 | | | 1.9 | | | 1.9 | | | 1.8 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.15% | LIBOR (Q) | 5.25% | | 09/2021 | | 09/2028 | | | 34.1 | | | 34.1 | | | 33.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 36.0 | | | 34.9 | | | |
High Street Buyer, Inc. and High Street Holdco LLC (15)(16) | | Insurance brokerage platform | | First lien senior secured loan | | 11.05% | LIBOR (Q) | 6.00% | | 04/2021 | | 04/2028 | | | 22.7 | | | 22.7 | | | 22.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.80% | LIBOR (Q) | 5.75% | | 02/2022 | | 04/2028 | | | 14.7 | | | 14.7 | | | 14.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.05% | LIBOR (Q) | 6.00% | | 08/2021 | | 04/2028 | | | 12.2 | | | 12.2 | | | 12.1 | | (2)(11) | |
| | | | Series A preferred units | | 10.00% PIK | | | | 04/2021 | | | | 119,432,528 | | | 137.6 | | | 125.3 | | (2) | |
| | | | Series A common units | | | | | | 04/2021 | | | | 4,649,000 | | | 5.5 | | | 6.7 | | (2) | |
| | | | Series C common units | | | | | | 04/2021 | | | | 6,107,521 | | | 0.7 | | | 8.8 | | (2) | |
| | | | | | | | | | | | | | | | | 193.4 | | | 189.8 | | | |
Inszone Mid, LLC and INSZ Holdings, LLC (15) | | Insurance brokerage firm | | First lien senior secured loan | | 11.91% | SOFR (M) | 7.00% | | 11/2022 | | 11/2028 | | | 19.1 | | | 19.1 | | | 18.5 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 11/2022 | | | | 265,285 | | | 1.7 | | | 1.8 | | | |
| | | | | | | | | | | | | | | | | 20.8 | | | 20.3 | | | |
K2 Insurance Services, LLC and K2 Holdco LP (15) | | Specialty insurance and managing general agency | | First lien senior secured loan | | 10.16% | LIBOR (Q) | 5.00% | | 07/2019 | | 07/2026 | | | 50.3 | | | 50.3 | | | 50.3 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 10.16% | LIBOR (Q) | 5.00% | | 12/2021 | | 07/2026 | | | 3.2 | | | 3.2 | | | 3.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.01% | LIBOR (Q) | 5.00% | | 08/2021 | | 07/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Common units | | | | | | 07/2019 | | | | 799,000 | | | 0.8 | | | 2.9 | | (2) | |
| | | | | | | | | | | | | | | | | 54.5 | | | 56.6 | | | |
OneDigital Borrower LLC (15) | | Benefits broker and outsourced workflow automation platform provider for brokers | | First lien senior secured revolving loan | | | | | | 11/2020 | | 11/2025 | | | | | — | | | — | | (2)(13) | |
Patriot Growth Insurance Services, LLC (15) | | National retail insurance agency | | First lien senior secured loan | | 10.35% | LIBOR (Q) | 5.50% | | 10/2021 | | 10/2028 | | | 15.9 | | | 15.7 | | | 15.3 | | (2)(11) | |
People Corporation (15) | | Provider of group benefits, group retirement and human resources services | | First lien senior secured revolving loan | | 11.28% | CDOR (Q) | 6.25% | | 02/2021 | | 02/2027 | | | 1.3 | | | 1.3 | | | 1.3 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.24% | LIBOR (Q) | 6.25% | | 02/2021 | | 02/2028 | | | 26.1 | | | 27.8 | | | 26.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.24% | CDOR (Q) | 6.25% | | 02/2021 | | 02/2028 | | | 12.7 | | | 13.9 | | | 12.7 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.49% | CDOR (Q) | 5.50% | | 09/2021 | | 02/2028 | | | 8.5 | | | 8.9 | | | 8.3 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 51.9 | | | 48.4 | | | |
Riser Merger Sub, Inc. (15) | | Insurance program administrator | | First lien senior secured revolving loan | | 12.75% | Base Rate (Q) | 4.75% | | 08/2022 | | 08/2028 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.65% | SOFR (Q) | 5.75% | | 08/2022 | | 08/2028 | | | 1.5 | | | 1.5 | | | 1.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.93% | SONIA (Q) | 5.75% | | 08/2022 | | 08/2028 | | | 0.7 | | | 0.7 | | | 0.6 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 2.6 | | | 2.5 | | | |
RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc. (15) | | Insurance broker | | First lien senior secured revolving loan | | 10.68% | LIBOR (Q) | 5.50% | | 11/2019 | | 10/2026 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.35% | SOFR (Q) | 5.50% | | 11/2019 | | 10/2026 | | | 32.7 | | | 32.7 | | | 31.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 33.0 | | | 32.0 | | | |
SageSure Holdings, LLC & Insight Catastrophe Group, LLC (15) | | Insurance service provider | | Second lien senior secured loan | | 10.67% | SOFR (M) | 5.75% | | 01/2022 | | 01/2028 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(11) | |
| | | | Series A units | | | | | | 02/2022 | | | | 732 | | | 15.6 | | | 18.3 | | | |
| | | | | | | | | | | | | | | | | 16.3 | | | 19.0 | | | |
SCM Insurance Services Inc. (15) | | Provider of claims management, claims investigation & support and risk management solutions for the Canadian property and casualty insurance industry | | First lien senior secured loan | | 11.27% | CDOR (Q) | 6.25% | | 06/2022 | | 08/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
SelectQuote, Inc. | | Direct to consumer insurance distribution platform | | First lien senior secured loan | | 12.91% (2.08% PIK) | SOFR (M) | 8.00% | | 11/2019 | | 11/2024 | | | 22.2 | | | 22.2 | | | 19.5 | | (2)(11) | |
SG Acquisition, Inc. | | Provider of insurance solutions for car sales | | First lien senior secured loan | | 9.84% | LIBOR (M) | 5.00% | | 01/2020 | | 01/2027 | | | 33.8 | | | 33.8 | | | 33.5 | | (2)(11) | |
Spring Insurance Solutions, LLC | | Technology-based direct to consumer sales and marketing platform for insurance products | | First lien senior secured loan | | 11.66% | LIBOR (Q) | 6.50% | | 11/2020 | | 11/2025 | | | 22.0 | | | 22.0 | | | 19.3 | | (2)(11) | |
THG Acquisition, LLC (15) | | Multi-line insurance broker | | First lien senior secured revolving loan | | 10.59% | LIBOR (M) | 5.75% | | 12/2019 | | 12/2025 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2026 | | | 20.4 | | | 20.4 | | | 20.0 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 12/2020 | | 12/2026 | | | 14.8 | | | 14.8 | | | 14.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 12/2019 | | 12/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 36.3 | | | 35.8 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,059.3 | | | 1,042.1 | | | 10.37% |
Power Generation | | | | | | | | | | | | | | | | | | | | | |
Apex Clean Energy TopCo, LLC (4)(16) | | Developer, builder and owner of utility-scale wind and solar power facilities | | Class A common units | | | | | | 11/2021 | | | | 1,335,610 | | | 98.7 | | | 150.6 | | | |
Ferrellgas, L.P. and Ferrellgas Partners, L.P. | | Distributor of propane and related accessories | | Senior preferred units | | 8.96% | | | | 03/2021 | | | | 59,422 | | | 59.5 | | | 60.0 | | | |
| | | | Class B units | | | | | | 09/2022 | | | | 59,428 | | | 14.9 | | | 14.9 | | (2) | |
| | | | | | | | | | | | | | | | | 74.4 | | | 74.9 | | | |
Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC (5) | | Developer of utility scale solar systems | | First lien senior secured loan | | 11.00% (8.54% PIK) | | | | 04/2021 | | 04/2024 | | | 81.5 | | | 81.5 | | | 81.5 | | (2) | |
| | | | Class A1 units | | | | | | 04/2021 | | | | 76,446,352 | | | 77.1 | | | 134.4 | | | |
| | | | Class A2 units | | | | | | 03/2022 | | | | 4,072,278 | | | 3.8 | | | 7.2 | | | |
| | | | | | | | | | | | | | | | | 162.4 | | | 223.1 | | | |
Opal Fuels LLC and Opal Fuels Inc. | | Owner of natural gas facilities | | Senior subordinated loan | | 8.00% PIK | | | | 07/2022 | | 12/2026 | | | 29.1 | | | 25.5 | | | 29.1 | | (6) | |
| | | | Class A common stock | | | | | | 07/2022 | | | | 3,059,533 | | | 23.3 | | | 21.3 | | (6)(18) | |
| | | | | | | | | | | | | | | | | 48.8 | | | 50.4 | | | |
PosiGen, Inc. | | Seller and leaser of solar power systems for residential and commercial customers | | Warrant to purchase shares of series D-1 preferred stock | | | | | | 06/2021 | | 06/2028 | | 101,555 | | | — | | | — | | (2) | |
| | | | Warrant to purchase shares of common stock | | | | | | 01/2020 | | 01/2027 | | 1,112,022 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
Potomac Intermediate Holdings II LLC (5) | | Gas turbine power generation facilities operator | | Series A units | | | | | | 11/2021 | | | | 226,884,442 | | | 185.7 | | | 134.0 | | | |
Riverview Power LLC | | Operator of natural gas and oil fired power generation facilities | | First lien senior secured loan | | 14.16% | LIBOR (Q) | 9.00% | | 08/2021 | | 06/2024 | | | 42.4 | | | 41.8 | | | 42.4 | | (2)(11) | |
SE1 Generation, LLC | | Solar power developer | | Senior subordinated loan | | 12.25% (9.70% PIK) | | | | 12/2019 | | 05/2023 | | | 55.9 | | | 55.9 | | | 55.9 | | (2) | |
Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC | | Residential solar energy provider | | First lien senior secured loan | | 3.61% | | | | 10/2019 | | 02/2055 | | | 0.1 | | | 0.1 | | | 0.1 | | (2) | |
| | | | Senior subordinated loan | | 11.55% (6.70% PIK) | LIBOR (Q) | 6.75% | | 11/2019 | | 11/2025 | | | 150.3 | | | 150.3 | | | 138.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 150.4 | | | 138.4 | | | |
Sunrun Luna Holdco 2021, LLC (15) | | Residential solar energy provider | | Senior subordinated revolving loan | | 10.15% | SOFR (Q) | 5.25% | | 03/2022 | | 04/2024 | | | 65.3 | | | 65.3 | | | 64.0 | | (2)(6) | |
Sunrun Xanadu Issuer 2019-1, LLC and Sunrun Xanadu Holdings 2019-1, LLC | | Residential solar energy provider | | First lien senior secured loan | | 3.98% | | | | 06/2019 | | 06/2054 | | | 0.3 | | | 0.3 | | | 0.3 | | (2) | |
| | | | Senior subordinated loan | | 10.00% (5.50% PIK) | LIBOR (Q) | 6.75% | | 06/2019 | | 07/2030 | | | 73.7 | | | 73.7 | | | 68.6 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 74.0 | | | 68.9 | | | |
| | | | | | | | | | | | | | | | | | | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | | | | | | | | | | | | | | 957.4 | | 1002.6 | | 9.98% |
Consumer Durables and Apparel | | | | | | | | | | | | | | | | | | | | | |
Badger Sportswear Acquisition, Inc. | | Provider of team uniforms and athletic wear | | Second lien senior secured loan | | 13.89% | LIBOR (Q) | 9.00% | | 09/2016 | | 06/2024 | | | 56.8 | | 56.8 | | 56.8 | (2)(11) | |
Bowhunter Holdings, LLC | | Provider of branded archery and bowhunting accessories | | Common units | | | | | | 04/2014 | | | | 421 | | | 4.2 | | — | | | |
Centric Brands LLC and Centric Brands GP LLC (15) | | Designer, marketer and distributor of licensed and owned apparel | | First lien senior secured revolving loan | | 10.39% | SOFR (Q) | 5.75% | | 05/2020 | | 10/2024 | | | 5.4 | | 5.4 | | 5.2 | (2)(11) | |
| | | | First lien senior secured loan | | 13.81% (6.70% PIK) | SOFR (Q) | 9.00% | | 10/2018 | | 10/2025 | | | 76.7 | | 76.6 | | 69.0 | (2)(11) | |
| | | | Membership interests | | | | | | 10/2018 | | | | 279,392 | | | 2.9 | | — | | (2) | |
| | | | | | | | | | | | | | | | | 84.9 | | 74.2 | | |
DRS Holdings III, Inc. and DRS Holdings I, Inc. (15) | | Footwear and orthopedic foot-care brand | | First lien senior secured loan | | 10.90% | LIBOR (Q) | 5.75% | | 11/2019 | | 11/2025 | | | 27.9 | | 27.9 | | 26.2 | (2)(11) | |
| | | | First lien senior secured loan | | 10.90% | LIBOR (Q) | 5.75% | | 06/2021 | | 11/2025 | | | 25.7 | | 25.7 | | 24.2 | (2)(11) | |
| | | | Common stock | | | | | | 11/2019 | | | | 8,549 | | | 8.5 | | 7.2 | (2) | |
| | | | | | | | | | | | | | | | | 62.1 | | 57.6 | | |
Implus Footcare, LLC | | Provider of footwear and other accessories | | First lien senior secured loan | | 14.30% (1.50% PIK) | SOFR (Q) | 9.25% | | 06/2017 | | 04/2024 | | | 116.9 | | 116.9 | | 99.4 | (2)(11) | |
| | | | First lien senior secured loan | | 14.30% (0.25% PIK) | SOFR (Q) | 9.25% | | 07/2018 | | 04/2024 | | | 5.0 | | 5.0 | | 4.3 | (2)(11) | |
| | | | First lien senior secured loan | | 14.30% (0.25% PIK) | SOFR (Q) | 9.25% | | 06/2016 | | 04/2024 | | | 1.3 | | 1.3 | | 1.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 123.2 | | 104.8 | | |
Johnnie-O Inc. and Johnnie-O Holdings Inc. | | Apparel retailer | | First lien senior secured loan | | 11.14% (4.71% PIK) | SOFR (Q) | 6.25% | | 03/2022 | | 03/2027 | | | 19.2 | | 18.4 | | 19.2 | (2)(11) | |
| | | | First lien senior secured loan | | 11.21% | SOFR (Q) | 6.25% | | 02/2023 | | 03/2027 | | | 4.0 | | 3.5 | | 4.0 | (2)(11) | |
| | | | Series A convertible preferred stock | | | | | | 03/2022 | | | | 144,210 | | | 4.2 | | 4.1 | (2) | |
| | | | Warrant to purchase shares of common stock | | | | | | 03/2022 | | 03/2032 | | 93,577 | | | 1.5 | | 2.7 | (2) | |
| | | | | | | | | | | | | | | | | 27.6 | | 30.0 | | |
Lew's Intermediate Holdings, LLC (15) | | Outdoor brand holding company | | First lien senior secured loan | | 9.89% | SOFR (Q) | 5.00% | | 02/2021 | | 02/2028 | | | 1.0 | | 1.0 | | 0.9 | (2)(11) | |
New Era Cap, LLC | | Sports apparel manufacturing company | | First lien senior secured loan | | 10.82% | LIBOR (Q) | 6.00% | | 01/2022 | | 07/2027 | | | 27.4 | | 27.4 | | 27.4 | (2)(11) | |
Pelican Products, Inc. (15) | | Flashlights manufacturer | | Second lien senior secured loan | | 12.91% | LIBOR (Q) | 7.75% | | 12/2021 | | 12/2029 | | | 60.0 | | 60.0 | | 54.6 | (2)(11) | |
Rawlings Sporting Goods Company, Inc. and Easton Diamond Sports, LLC | | Sports equipment manufacturing company | | First lien senior secured loan | | 11.91% | LIBOR (Q) | 6.75% | | 12/2020 | | 12/2026 | | | 49.6 | | 49.6 | | 49.6 | (2)(11) | |
| | | | First lien senior secured loan | | 11.91% | LIBOR (Q) | 6.75% | | 11/2021 | | 12/2026 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 49.7 | | 49.7 | | |
Reef Lifestyle, LLC | | Apparel retailer | | First lien senior secured revolving loan | | 14.82% (2.00% PIK) | SOFR (Q) | 10.00% | | 10/2018 | | 02/2025 | | | 50.2 | | 50.2 | | 47.7 | (2)(11)(14) | |
| | | | First lien senior secured revolving loan | | 14.81% PIK | SOFR (M) | 10.00% | | 07/2020 | | 02/2025 | | | 1.4 | | 1.4 | | 1.4 | (2)(11)(14) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 14.89% (2.00% PIK) | LIBOR (Q) | 10.00% | | 10/2018 | | 10/2024 | | | 23.3 | | | 23.3 | | | 22.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 14.89% PIK | LIBOR (Q) | 5.75% | | 07/2020 | | 10/2024 | | | 1.6 | | | 1.6 | | | 1.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 76.5 | | | 72.8 | | | |
S Toys Holdings LLC (fka The Step2 Company, LLC) (5) | | Toy manufacturer | | Class B common units | | | | | | 10/2014 | | | | 126,278,000 | | | — | | | — | | | |
| | | | Common units | | | | | | 04/2011 | | | | 1,116,879 | | | — | | | — | | | |
| | | | Warrant to purchase units | | | | | | 04/2010 | | 12/2050 | | 3,157,895 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
SHO Holding I Corporation | | Manufacturer and distributor of slip resistant footwear | | Second lien senior secured loan | | | | | | 10/2015 | | 10/2024 | | | 128.6 | | | 120.4 | | | 70.7 | | (2)(10) | |
Shock Doctor, Inc. and Shock Doctor Holdings, LLC (4)(15) | | Developer, marketer and distributor of sports protection equipment and accessories | | First lien senior secured revolving loan | | 12.00% | Base Rate (Q) | 4.00% | | 05/2019 | | 05/2024 | | | 1.7 | | | 1.7 | | | 1.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.41% | SOFR (Q) | 5.25% | | 05/2019 | | 05/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A preferred units | | | | | | 03/2014 | | | | 50,000 | | | 5.0 | | | 0.8 | | (2) | |
| | | | Class C preferred units | | | | | | 04/2015 | | | | 50,000 | | | 5.0 | | | 0.8 | | (2) | |
| | | | Preferred units | | | | | | 05/2019 | | | | 14,591 | | | 1.6 | | | 2.4 | | (2) | |
| | | | | | | | | | | | | | | | | 13.4 | | | 5.8 | | | |
SVP-Singer Holdings Inc. and SVP-Singer Holdings LP | | Manufacturer of consumer sewing machines | | First lien senior secured loan | | 11.91% | LIBOR (Q) | 6.75% | | 07/2021 | | 07/2028 | | | 44.3 | | | 43.4 | | | 34.2 | | (2)(11) | |
| | | | Class A common units | | | | | | 07/2021 | | | | 6,264,706 | | | 26.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 69.5 | | | 34.2 | | | |
Totes Isotoner Corporation and Totes Ultimate Holdco, Inc. (4) | | Designer, marketer, and distributor of rain and cold weather products | | First lien senior secured loan | | 10.84% | LIBOR (M) | 6.00% | | 12/2019 | | 12/2024 | | | 2.2 | | | 2.2 | | | 1.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.84% | LIBOR (M) | 4.00% | | 12/2019 | | 06/2024 | | | 1.6 | | | 1.6 | | | 1.6 | | (2)(11) | |
| | | | Common stock | | | | | | 12/2019 | | | | 861,000 | | | 6.0 | | | 0.3 | | (2) | |
| | | | | | | | | | | | | | | | | 9.8 | | | 3.8 | | | |
Varsity Brands Holding Co., Inc., Hercules Achievement, Inc. and BCPE Hercules Holdings, LP | | Leading manufacturer and distributor of textiles, apparel & luxury goods | | First lien senior secured loan | | 9.87% | SOFR (M) | 5.00% | | 12/2017 | | 12/2026 | | | 14.7 | | | 14.1 | | | 13.7 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 15.17% (2.03% PIK) | SOFR (M) | 10.25% | | 07/2018 | | 04/2027 | | | 144.1 | | | 144.1 | | | 141.3 | | (2)(11) | |
| | | | Class A Units | | | | | | 07/2018 | | | | 1,400 | | | 1.4 | | | 1.0 | | (2) | |
| | | | | | | | | | | | | | | | | 159.6 | | | 156.0 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 946.1 | | | 799.3 | | | 7.95% |
Consumer Services | | | | | | | | | | | | | | | | | | | | | |
ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc. (5) | | Restaurant owner and operator | | First lien senior secured loan | | | | | | 12/2016 | | 08/2022 | | | 8.7 | | | — | | | — | | (2)(10) | |
Aimbridge Acquisition Co., Inc. | | Hotel operator | | Second lien senior secured loan | | 12.16% | LIBOR (M) | 7.50% | | 02/2019 | | 02/2027 | | | 22.5 | | | 22.3 | | | 21.8 | | (2) | |
American Residential Services L.L.C. and Aragorn Parent Holdings LP (15) | | Heating, ventilation and air conditioning services provider | | First lien senior secured revolving loan | | 9.75% | Base Rate (M) | 1.75% | | 10/2020 | | 10/2025 | | | 1.1 | | | 1.1 | | | 1.1 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured revolving loan | | 7.56% | LIBOR (M) | 2.75% | | 10/2020 | | 10/2025 | | | 1.0 | | | 1.0 | | | 1.0 | | (2) | |
| | | | Second lien senior secured loan | | 13.66% | LIBOR (Q) | 8.50% | | 10/2020 | | 10/2028 | | | 56.4 | | | 56.4 | | | 56.4 | | (2)(11) | |
| | | | Series A preferred units | | 10.00% PIK | | | | 10/2020 | | | | 2,531,500 | | | 3.1 | | | 6.6 | | (2) | |
| | | | | | | | | | | | | | | | | 61.6 | | | 65.1 | | | |
Apex Service Partners, LLC (15) | | Provider of residential HVAC, plumbing, and electrical maintenance and repair services | | First lien senior secured loan | | 10.26% | SOFR (Q) | 5.50% | | 01/2023 | | 07/2025 | | | 24.7 | | | 22.8 | | | 23.2 | | (2)(11) | |
ATI Restoration, LLC (15) | | Provider of disaster recovery services | | First lien senior secured revolving loan | | 12.00% | Base Rate (Q) | 4.00% | | 07/2020 | | 07/2026 | | | 4.7 | | | 4.7 | | | 4.7 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.03% | SOFR (Q) | 5.00% | | 05/2022 | | 07/2026 | | | 45.3 | | | 45.3 | | | 45.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.86% | SOFR (Q) | 5.00% | | 07/2020 | | 07/2026 | | | 32.9 | | | 32.9 | | | 32.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 82.9 | | | 82.9 | | | |
Belfor Holdings, Inc. (15) | | Disaster recovery services provider | | First lien senior secured revolving loan | | 8.38% | LIBOR (M) | 3.75% | | 04/2019 | | 04/2024 | | | 16.6 | | | 17.3 | | | 17.1 | | (2)(14) | |
CMG HoldCo, LLC and CMG Buyer Holdings, Inc. (15) | | Provider of commercial HVAC equipment maintenance and repair services | | First lien senior secured revolving loan | | 10.05% | SOFR (Q) | 5.00% | | 05/2022 | | 05/2028 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.80% | SOFR (Q) | 5.00% | | 05/2022 | | 05/2028 | | | 25.5 | | | 25.5 | | | 25.0 | | (2)(11) | |
| | | | Common stock | | | | | | 05/2022 | | | | 290 | | | 2.9 | | | 4.4 | | (2) | |
| | | | | | | | | | | | | | | | | 29.2 | | | 30.2 | | | |
CST Holding Company (15) | | Provider of ignition interlock devices | | First lien senior secured revolving loan | | 11.66% | SOFR (M) | 6.75% | | 11/2022 | | 11/2028 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.66% | SOFR (M) | 6.75% | | 11/2022 | | 11/2028 | | | 11.7 | | | 11.7 | | | 11.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 11.9 | | | 11.6 | | | |
Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC (15) | | Provider of plumbing and HVAC services | | First lien senior secured revolving loan | | 10.59% | LIBOR (Q) | 5.75% | | 11/2020 | | 11/2025 | | | 2.8 | | | 2.8 | | | 2.7 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.50% | LIBOR (Q) | 5.75% | | 04/2021 | | 11/2026 | | | 77.9 | | | 77.9 | | | 76.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.50% | LIBOR (Q) | 5.75% | | 11/2020 | | 11/2026 | | | 48.1 | | | 48.1 | | | 47.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.50% | LIBOR (Q) | 5.75% | | 11/2021 | | 11/2026 | | | 25.1 | | | 25.1 | | | 24.7 | | (2)(11) | |
| | | | Class A units | | | | | | 11/2020 | | | | 6,447 | | | 22.9 | | | 43.7 | | (2) | |
| | | | | | | | | | | | | | | | | 176.8 | | | 194.6 | | | |
GroundWorks, LLC (15) | | Provider of residential foundation repair and water management services | | First lien senior secured loan | | 11.36% | SOFR (M) | 6.50% | | 03/2023 | | 03/2030 | | | 10.0 | | | 9.7 | | | 9.7 | | (2)(11) | |
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P. (15) | | Provider of residential roofing and exterior repair and replacement services | | First lien senior secured revolving loan | | 13.75% | Base Rate (Q) | 5.75% | | 12/2022 | | 12/2028 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.73% | SOFR (Q) | 6.75% | | 12/2022 | | 12/2028 | | | 12.0 | | | 12.0 | | | 11.6 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2022 | | | | 9,524,000 | | | 9.5 | | | 9.5 | | (2) | |
| | | | | | | | | | | | | | | | | 21.9 | | | 21.5 | | | |
Jenny C Acquisition, Inc. | | Health club franchisor | | Senior subordinated loan | | 8.00% PIK | | | | 04/2019 | | 04/2025 | | | 1.6 | | | 1.6 | | | 1.6 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. (15) | | Franchising platform offering adolescent development programs | | First lien senior secured revolving loan | | 12.54% | SOFR (S) | 7.50% | | 12/2022 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.54% | SOFR (S) | 7.50% | | 12/2022 | | 12/2027 | | | 16.2 | | | 16.2 | | | 15.7 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 12/2022 | | | | 1,972,732 | | | 2.0 | | | 1.6 | | | |
| | | | | | | | | | | | | | | | | 18.4 | | | 17.5 | | | |
ME Equity LLC | | Franchisor in the massage industry | | Common stock | | | | | | 09/2012 | | | | 3,000,000 | | | 3.0 | | | 4.3 | | (2) | |
Movati Athletic (Group) Inc. | | Premier health club operator | | First lien senior secured loan | | 10.91% (0.50% PIK) | CDOR (Q) | 6.00% | | 10/2017 | | 10/2024 | | | 4.7 | | | 4.9 | | | 4.7 | | (2)(6)(11) | |
OTG Management, LLC | | Airport restaurant operator | | Class A preferred units | | | | | | 08/2016 | | | | 3,000,000 | | | 25.3 | | | 13.1 | | (2) | |
| | | | Common units | | | | | | 01/2011 | | | | 3,000,000 | | | 3.0 | | | — | | | |
| | | | Warrant to purchase common units | | | | | | 06/2008 | | 06/2028 | | 7.73 | % | | | 0.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 28.4 | | | 13.1 | | | |
PestCo Holdings, LLC and PestCo, LLC (15) | | Provider of pest control services to the residential and commercial markets | | First lien senior secured loan | | 11.86% | SOFR (S) | 6.75% | | 02/2023 | | 02/2028 | | | 1.7 | | | 1.7 | | | 1.6 | | (2)(11) | |
| | | | Class A units | | | | | | 01/2023 | | | | 134 | | | 1.7 | | | 1.7 | | | |
| | | | | | | | | | | | | | | | | 3.4 | | | 3.3 | | | |
Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings LLC (15) | | Provider of commercial HVAC services | | First lien senior secured revolving loan | | 13.00% | Base Rate (Q) | 5.00% | | 08/2022 | | 08/2027 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.78% | SOFR (Q) | 6.00% | | 08/2022 | | 08/2028 | | | 2.8 | | | 2.8 | | | 2.8 | | (2)(11) | |
| | | | Class A units | | | | | | 08/2022 | | | | 1,001 | | | 9.7 | | | 11.8 | | (2) | |
| | | | | | | | | | | | | | | | | 12.9 | | | 15.0 | | | |
Pyramid-BMC IntermediateCo I, LLC and Pyramid Investors, LLC (15) | | Hotel operator | | First lien senior secured loan | | 12.85% | SOFR (Q) | 8.00% | | 01/2023 | | 01/2027 | | | 7.7 | | | 7.7 | | | 7.5 | | (2)(11) | |
| | | | Preferred membership units | | | | | | 07/2016 | | | | 996,833 | | | 1.0 | | | 1.0 | | | |
| | | | | | | | | | | | | | | | | 8.7 | | | 8.5 | | | |
Redwood Services, LLC and Redwood Services Holdco, LLC (15) | | Provider of residential HVAC and plumbing services | | First lien senior secured loan | | 11.66% | SOFR (M) | 6.75% | | 09/2022 | | 12/2025 | | | 1.4 | | | 1.4 | | | 1.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.66% | SOFR (M) | 6.75% | | 12/2021 | | 12/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.66% | SOFR (M) | 6.75% | | 12/2020 | | 12/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Series D units | | 8.00% PIK | | | | 12/2020 | | | | 19,592,999 | | | 20.8 | | | 42.2 | | | |
| | | | | | | | | | | | | | | | | 22.5 | | | 43.9 | | | |
Safe Home Security, Inc., Security Systems Inc., Safe Home Monitoring, Inc., National Protective Services, Inc., Bright Integrations LLC and Medguard Alert, Inc. | | Provider of safety systems for business and residential customers | | First lien senior secured loan | | 12.09% | LIBOR (M) | 7.25% | | 08/2020 | | 08/2024 | | | 47.7 | | | 47.7 | | | 47.7 | | (2)(11) | |
Service Logic Acquisition, Inc. and MSHC, Inc. | | Provider of aftermarket maintenance, repair, and replacement services for commercial HVAC equipments | | First lien senior secured loan | | 10.18% | SOFR (Q) | 5.50% | | 10/2022 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
SV-Burton Holdings, LLC and LBC Breeze Holdings LLC (15) | | Provider of HVAC and plumbing services to residential and commercial customers | | First lien senior secured revolving loan | | 11.38% | LIBOR (M) | 6.50% | | 12/2021 | | 12/2027 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.33% | LIBOR (M) | 6.50% | | 12/2021 | | 12/2027 | | | 2.1 | | | 2.1 | | | 2.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.78% | SOFR (Q) | 6.75% | | 03/2023 | | 12/2027 | | | 1.6 | | | 1.6 | | | 1.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.36% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2027 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 4,296 | | | 4.3 | | | 7.5 | | | |
| | | | | | | | | | | | | | | | | 9.5 | | | 12.7 | | | |
Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P. (15) | | Planet Fitness franchisee | | First lien senior secured revolving loan | | 10.64% | SOFR (Q) | 5.63% | | 07/2018 | | 07/2025 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.67% | SOFR (Q) | 5.63% | | 03/2020 | | 07/2025 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.63% | SOFR (Q) | 5.58% | | 03/2020 | | 07/2025 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | Class A units | | | | | | 07/2018 | | | | 37,020 | | | 3.8 | | | 5.7 | | | |
| | | | | | | | | | | | | | | | | 6.2 | | | 8.1 | | | |
The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc. (15) | | Premier health club operator | | First lien senior secured loan | | 13.50% (2.63% PIK) | Base Rate (Q) | 5.50% | | 12/2019 | | 12/2024 | | | 12.5 | | | 12.5 | | | 12.5 | | (2)(11) | |
The Arcticom Group, LLC and AMCP Mechanical Holdings, LP (15) | | Refrigeration, heating, ventilation and air conditioning services provider | | First lien senior secured revolving loan | | 11.14% | LIBOR (S) | 6.00% | | 12/2021 | | 12/2027 | | | 3.3 | | | 3.3 | | | 3.3 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 11.36% | LIBOR (S) | 6.25% | | 12/2021 | | 12/2027 | | | 2.7 | | | 2.7 | | | 2.7 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 13.25% | Base Rate (S) | 5.25% | | 12/2021 | | 12/2027 | | | 1.4 | | | 1.4 | | | 1.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.15% | LIBOR (Q) | 6.00% | | 08/2022 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.19% | LIBOR (Q) | 6.00% | | 12/2021 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 6,308,866 | | | 6.3 | | | 10.5 | | | |
| | | | Class C units | | | | | | 03/2023 | | | | 333,510 | | | — | | | 0.6 | | (2) | |
| | | | | | | | | | | | | | | | | 14.1 | | | 18.9 | | | |
YE Brands Holdings, LLC (15) | | Sports camp operator | | First lien senior secured loan | | 10.25% | SOFR (Q) | 5.25% | | 06/2022 | | 10/2027 | | | 8.1 | | | 8.1 | | | 8.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.00% | SOFR (Q) | 5.00% | | 10/2021 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 8.2 | | | 8.2 | | | |
ZBS Mechanical Group Co-Invest Fund 2, LLC | | Provider of residential HVAC and plumbing services | | Membership interest | | | | | | 10/2021 | | | | 2,771,000 | | | 1.4 | | | 9.1 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 659.9 | | | 706.9 | | | 7.03% |
Capital Goods | | | | | | | | | | | | | | | | | | | | | |
AI Aqua Merger Sub, Inc. | | End to end provider of water solutions to a wide range of customer bases | | First lien senior secured loan | | 8.48% | SOFR (M) | 3.75% | | 06/2021 | | 07/2028 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11)(18) | |
API Commercial Inc., API Military Inc., and API Space Intermediate, Inc. | | Provider of military aircraft aftermarket parts and distribution, repair and logistics services | | First lien senior secured loan | | | | | | 05/2022 | | 08/2025 | | | 7.2 | | | 3.2 | | | 3.6 | | (2)(10) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Arrowhead Holdco Company and Arrowhead GS Holdings, Inc. | | Distributor of non-discretionary, mission-critical aftermarket replacement parts | | First lien senior secured loan | | 9.33% | SOFR (Q) | 4.50% | | 08/2021 | | 08/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common stock | | | | | | 08/2021 | | | | 5,054 | | | 5.1 | | | 3.4 | | (2) | |
| | | | | | | | | | | | | | | | | 5.2 | | | 3.5 | | | |
BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC (15) | | Provides products and services to the Department of Defense and Intelligence Community | | First lien senior secured revolving loan | | 11.62% | LIBOR (Q) | 6.50% | | 05/2022 | | 10/2025 | | | 0.4 | | | 0.3 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.59% | LIBOR (Q) | 6.50% | | 05/2022 | | 10/2025 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 1.3 | | | 1.4 | | | |
Burgess Point Purchaser Corporation | | Remanufacturer of mission-critical and non-discretionary aftermarket vehicle, industrial, energy storage, and solar replacement parts | | First lien senior secured loan | | 10.16% | SOFR (M) | 5.25% | | 07/2022 | | 07/2029 | | | 4.7 | | | 4.3 | | | 4.4 | | (2)(11)(18) | |
Cadence Aerospace, LLC (15) | | Aerospace precision components manufacturer | | First lien senior secured revolving loan | | 13.33% (2.00% PIK) | LIBOR (Q) | 8.50% | | 11/2017 | | 08/2023 | | | 14.2 | | | 14.2 | | | 14.2 | | (2)(11)(14) | |
| | | | First lien senior secured revolving loan | | 13.33% (2.00% PIK) | LIBOR (Q) | 8.50% | | 07/2020 | | 11/2023 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 13.33% (2.00% PIK) | LIBOR (Q) | 8.50% | | 11/2017 | | 11/2023 | | | 31.0 | | | 31.0 | | | 31.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.33% (2.00% PIK) | LIBOR (Q) | 8.50% | | 10/2019 | | 11/2023 | | | 11.8 | | | 11.8 | | | 11.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.33% (2.00% PIK) | LIBOR (Q) | 8.50% | | 07/2018 | | 11/2023 | | | 9.7 | | | 9.7 | | | 9.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.35% (2.00% PIK) | LIBOR (Q) | 8.50% | | 02/2020 | | 11/2023 | | | 7.8 | | | 7.8 | | | 7.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.33% (2.00% PIK) | LIBOR (Q) | 8.50% | | 07/2020 | | 11/2023 | | | 5.7 | | | 5.6 | | | 5.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 81.1 | | | 81.2 | | | |
DFS Holding Company, Inc. (15) | | Distributor of maintenance, repair, and operations parts, supplies, and equipment to the foodservice industry | | First lien senior secured loan | | 11.78% | SOFR (Q) | 7.00% | | 01/2023 | | 01/2029 | | | 2.0 | | | 1.9 | | | 1.9 | | (2)(11) | |
Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP (15) | | Provider of aerospace technology and equipment | | First lien senior secured revolving loan | | 12.05% | LIBOR (Q) | 7.00% | | 12/2020 | | 12/2025 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.65% | SOFR (Q) | 7.00% | | 12/2020 | | 12/2026 | | | 23.2 | | | 23.2 | | | 23.2 | | (2)(11) | |
| | | | Common units | | | | | | 12/2020 | | | | 9,773,000 | | | 9.8 | | | 7.1 | | | |
| | | | | | | | | | | | | | | | | 33.9 | | | 31.2 | | | |
EPS NASS Parent, Inc. (15) | | Provider of maintenance and engineering services for electrical infrastructure | | First lien senior secured revolving loan | | 10.91% | LIBOR (Q) | 5.75% | | 04/2021 | | 04/2026 | | | 1.0 | | | 1.0 | | | 0.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 5.75% | | 04/2021 | | 04/2028 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 1.2 | | | 1.1 | | | |
ESCP PPG Holdings, LLC (4) | | Distributor of new equipment and aftermarket parts to the heavy-duty truck industry | | Class A-1 units | | | | | | 08/2022 | | | | 96,897 | | | 2.3 | | | 4.3 | | (2) | |
| | | | Class A-2 units | | | | | | 12/2016 | | | | 3,500 | | | 3.5 | | | 0.2 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | | | | | | | | | | | | | | 5.8 | | 4.5 | | |
Harvey Tool Company, LLC (15) | | Manufacturer of cutting tools used in the metalworking industry | | First lien senior secured revolving loan | | 10.48% | LIBOR (Q) | 5.50% | | 10/2021 | | 10/2027 | | | 5.2 | | 5.2 | | 5.1 | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | LIBOR (Q) | 5.50% | | 10/2021 | | 10/2027 | | | 1.1 | | 1.1 | | 1.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 6.3 | | 6.2 | | |
Helix Acquisition Holdings, Inc. | | Manufacturer of springs, fasteners and custom components | | First lien senior secured loan | | 12.00% | SOFR (Q) | 7.00% | | 03/2023 | | 03/2030 | | | 12.6 | | 12.6 | | 12.2 | (2)(11) | |
Imaging Business Machines, L.L.C. and Scanner Holdings Corporation (5) | | Provider of high-speed intelligent document scanning hardware and software | | Senior subordinated loan | | 14.00% | | | | 01/2017 | | 12/2023 | | | 16.6 | | 16.6 | | 16.6 | (2) | |
| | | | Series A preferred stock | | 8.00% PIK | | | | 01/2017 | | | | 73,804,135 | | | 1.6 | | 33.2 | | |
| | | | Class A common stock | | | | | | 01/2017 | | | | 48,082 | | | — | | | 0.2 | | |
| | | | Class B common stock | | | | | | 01/2017 | | | | 431,055 | | | 0.1 | | 1.5 | | |
| | | | | | | | | | | | | | | | | 18.3 | | 51.5 | | |
Kene Acquisition, Inc. and Kene Holdings, L.P. (15) | | National utility services firm providing engineering and consulting services to natural gas, electric power and other energy and industrial end markets | | First lien senior secured revolving loan | | | | | | 08/2019 | | 08/2024 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.41% | LIBOR (Q) | 4.25% | | 08/2019 | | 08/2026 | | | 40.5 | | 40.5 | | 40.1 | (2)(11) | |
| | | | Class A units | | | | | | 08/2019 | | | | 4,549,000 | | | 4.5 | | 7.8 | (2) | |
| | | | | | | | | | | | | | | | | 45.0 | | 47.9 | | |
Lower ACS, Inc. (15) | | Provider of commercial HVAC equipment and services | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 01/2022 | | 01/2028 | | | 0.8 | | 0.8 | | 0.8 | (2)(11) | |
LTG Acquisition, Inc. | | Designer and manufacturer of display, lighting and passenger communication systems for mass transportation markets | | Class A membership units | | | | | | 01/2017 | | | | 5,000 | | | 5.1 | | — | | | |
Maverick Acquisition, Inc. | | Manufacturer of precision machined components for defense and high-tech industrial platforms | | First lien senior secured loan | | 11.41% | LIBOR (Q) | 6.25% | | 06/2021 | | 06/2027 | | | 27.5 | | 27.5 | | 24.5 | (2)(11) | |
MB Aerospace Holdings II Corp. | | Aerospace engine components manufacturer | | First lien senior secured loan | | 8.66% | LIBOR (Q) | 3.50% | | 06/2021 | | 01/2025 | | | 15.2 | | 14.4 | | 13.4 | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 14.16% | LIBOR (Q) | 9.00% | | 01/2018 | | 01/2026 | | | 68.4 | | 68.4 | | 65.7 | (2)(11) | |
| | | | Second lien senior secured loan | | 14.16% | LIBOR (Q) | 9.00% | | 05/2019 | | 01/2026 | | | 23.6 | | 23.7 | | 22.7 | (2)(11) | |
| | | | | | | | | | | | | | | | | 106.5 | | 101.8 | | |
NCWS Intermediate, Inc. and NCWS Holdings LP (15) | | Manufacturer and supplier of car wash equipment, parts and supplies to the conveyorized car wash market | | First lien senior secured loan | | 10.84% | LIBOR (M) | 6.00% | | 11/2021 | | 12/2026 | | | 96.7 | | 96.7 | | 93.8 | (2)(11) | |
| | | | First lien senior secured loan | | 10.84% | LIBOR (M) | 6.00% | | 12/2020 | | 12/2026 | | | 0.2 | | 0.2 | | 0.1 | (2)(11) | |
| | | | Class A-2 common units | | | | | | 12/2020 | | | | 12,296,000 | | | 12.9 | | 19.4 | (2) | |
| | | | | | | | | | | | | | | | | 109.8 | | 113.3 | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Noble Aerospace, LLC (15) | | Provider of metal finishing services to the aerospace, military and defense sectors | | First lien senior secured revolving loan | | | | | | 05/2022 | | 09/2023 | | | | | — | | | — | | (2)(13) | |
Osmose Utilities Services, Inc. and Pine Intermediate Holding LLC | | Provider of structural integrity management services to transmission and distribution infrastructure | | Second lien senior secured loan | | 11.59% | LIBOR (M) | 6.75% | | 06/2021 | | 06/2029 | | | 55.3 | | | 55.3 | | | 51.9 | | (2)(11) | |
Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP. | | Manufacturer of high-tolerance precision machined components and assemblies for the aerospace and defense industry | | First lien senior secured loan | | 10.91% | SOFR (M) | 6.00% | | 08/2021 | | 08/2027 | | | 11.6 | | | 11.6 | | | 11.4 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.91% | SOFR (M) | 6.00% | | 04/2022 | | 08/2027 | | | 4.0 | | | 4.0 | | | 3.9 | | (2)(6)(11) | |
| | | | Class A units | | | | | | 08/2021 | | | | 88,420 | | | 13.4 | | | 27.9 | | (2) | |
| | | | | | | | | | | | | | | | | 29.0 | | | 43.2 | | | |
Prime Buyer, L.L.C. (15) | | Provider of track systems, cabs, hulls, doors, and various armored components for defense/military vehicle applications | | First lien senior secured revolving loan | | 10.16% | SOFR (M) | 5.25% | | 05/2022 | | 12/2026 | | | 0.7 | | | 0.1 | | | 0.6 | | (2)(11) | |
Qnnect, LLC and Connector TopCo, LP (15) | | Manufacturer of highly engineered hermetic packaging products | | First lien senior secured loan | | 11.69% | SOFR (Q) | 7.00% | | 11/2022 | | 11/2029 | | | 10.7 | | | 10.7 | | | 10.4 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 11/2022 | | | | 992,500 | | | 9.9 | | | 9.9 | | (2) | |
| | | | | | | | | | | | | | | | | 20.6 | | | 20.3 | | | |
Radius Aerospace, Inc. and Radius Aerospace Europe Limited (15) | | Metal fabricator in the aerospace industry | | First lien senior secured revolving loan | | 9.93% | SONIA (M) | 5.75% | | 11/2019 | | 03/2025 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(6)(11) | |
| | | | First lien senior secured revolving loan | | 10.70% | SOFR (Q) | 5.75% | | 03/2019 | | 03/2025 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 0.6 | | | 0.6 | | | |
Radwell Parent, LLC (15) | | Distributor of maintenance, repair, and operations parts | | First lien senior secured revolving loan | | 11.56% | SOFR (M) | 6.75% | | 12/2022 | | 04/2028 | | | 0.6 | | | 0.5 | | | 0.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.65% | SOFR (Q) | 6.75% | | 12/2022 | | 04/2029 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.6 | | | 0.7 | | | |
Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon (15) | | Manufacturer of metal castings, precision machined components and sub-assemblies in the electrical products, power transmission and distribution and general industrial markets | | First lien senior secured revolving loan | | | | | | 10/2017 | | 10/2024 | | | | | — | | | — | | (13) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 577.0 | | | 609.3 | | | 6.06% |
Media and Entertainment | | | | | | | | | | | | | | | | | | | | | |
Aventine Intermediate LLC & Aventine Holdings II LLC (15) | | Media and production company | | First lien senior secured loan | | 10.84% (4.18% PIK) | LIBOR (M) | 6.00% | | 12/2021 | | 06/2027 | | | 9.5 | | | 9.5 | | | 9.5 | | (2)(11) | |
| | | | Senior subordinated loan | | 10.25% PIK | | | | 12/2021 | | 12/2030 | | | 39.4 | | | 39.4 | | | 36.7 | | (2) | |
| | | | | | | | | | | | | | | | | 48.9 | | | 46.2 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Axiomatic, LLC | | Premiere e-sports and video game investment platform | | Class A-1 units | | | | | | 05/2022 | | | | 500,000 | | | 5.0 | | | 5.4 | | | |
CMW Parent LLC (fka Black Arrow, Inc.) | | Multiplatform media firm | | Series A units | | | | | | 09/2015 | | | | 32 | | | — | | | — | | | |
Eagle Football Holdings BidCo Limited and Eagle Football Holdings Limited | | Multi-club sports platform | | Senior subordinated loan | | 12.83% | | | | 12/2022 | | 12/2028 | | | 43.1 | | | 43.1 | | | 39.6 | | (2)(6) | |
| | | | Senior subordinated loan | | 15.00% PIK | | | | 12/2022 | | 12/2028 | | | 21.8 | | | 21.8 | | | 21.2 | | (2)(6) | |
| | | | Senior subordinated loan | | 15.00% PIK | | | | 12/2022 | | 12/2028 | | | 4.5 | | | 4.5 | | | 4.3 | | (2)(6) | |
| | | | Warrant to purchase shares of ordinary shares | | | | | | 12/2022 | | 11/2028 | | 180 | | | — | | | 3.4 | | (2)(6) | |
| | | | Warrant to purchase shares of ordinary shares | | | | | | 12/2022 | | 11/2028 | | 199 | | | — | | | 0.6 | | (2)(6) | |
| | | | Warrant to purchase shares of ordinary shares | | | | | | 12/2022 | | 11/2028 | | 494 | | | — | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 69.4 | | | 69.1 | | | |
Global Music Rights, LLC (15) | | Music right management company | | First lien senior secured loan | | 10.66% | LIBOR (Q) | 5.50% | | 08/2021 | | 08/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
MailSouth, Inc. | | Provider of shared mail marketing services | | First lien senior secured loan | | | | | | 05/2022 | | 04/2024 | | | 8.7 | | | 5.8 | | | 3.5 | | (2)(10) | |
Miami Beckham United LLC | | American professional soccer club | | Class A preferred units | | 8.50% PIK | | | | 09/2021 | | | | 85,000 | | | 96.7 | | | 96.7 | | | |
OUTFRONT Media Inc. | | Provider of out-of-home advertising | | Series A convertible perpetual preferred stock | | 7.00% | | | | 04/2020 | | | | 25,000 | | | 25.0 | | | 32.6 | | (2)(6) | |
Production Resource Group, L.L.C. and PRG III, LLC (4) | | Provider of rental equipment, labor, production management, scenery, and other products to various entertainment end-markets | | First lien senior secured loan | | 13.36% (1.00% PIK) | LIBOR (M) | 8.50% | | 08/2018 | | 08/2024 | | | 40.1 | | | 40.1 | | | 40.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.36% (2.50% PIK) | LIBOR (M) | 7.50% | | 07/2020 | | 08/2024 | | | 15.3 | | | 15.3 | | | 15.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.41% (2.50% PIK) | LIBOR (M) | 7.50% | | 08/2021 | | 08/2024 | | | 7.6 | | | 7.6 | | | 7.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.41% (2.50% PIK) | LIBOR (M) | 7.50% | | 06/2021 | | 08/2024 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | Class A units | | | | | | 10/2020 | | | | 113,617 | | | 4.9 | | | 45.2 | | (2) | |
| | | | | | | | | | | | | | | | | 68.8 | | | 109.1 | | | |
Professional Fighters League, LLC and PFL MMA, Inc. | | Mixed martial arts league | | First lien senior secured loan | | 12.00% PIK | | | | 01/2021 | | 01/2026 | | | 17.7 | | | 16.7 | | | 17.7 | | (2) | |
| | | | Second lien senior secured loan | | 14.00% PIK | | | | 11/2022 | | 01/2026 | | | 0.2 | | | — | | | 0.1 | | (2) | |
| | | | Series E preferred stock | | | | | | 04/2022 | | | | 219,035 | | | 0.7 | | | 0.7 | | (2) | |
| | | | Warrant to purchase shares of common stock | | | | | | 01/2021 | | 01/2027 | | 3,223,122 | | | 1.7 | | | 1.5 | | (2) | |
| | | | Warrant to purchase shares of common stock | | | | | | 11/2022 | | 11/2029 | | 57,322 | | | 0.2 | | | 0.2 | | (2) | |
| | | | | | | | | | | | | | | | | 19.3 | | | 20.2 | | | |
Storm Investment S.a.r.l. | | Spanish futbol club | | First lien senior secured loan | | 3.75% | | | | 06/2021 | | 06/2029 | | | 67.0 | | | 73.6 | | | 67.0 | | (2)(6) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Class A redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class B redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class C redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class D redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class E redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class F redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class G redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class H redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Class I redeemable shares | | | | | | 06/2021 | | | | 3,297,791 | | | 1.6 | | | 2.4 | | (2)(6) | |
| | | | Ordinary shares | | | | | | 06/2021 | | | | 3,958 | | | — | | | 0.2 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 88.0 | | | 88.8 | | | |
The Teaching Company Holdings, Inc. | | Education publications provider | | Preferred stock | | | | | | 09/2006 | | | | 10,663 | | | 1.1 | | | 0.4 | | (2) | |
| | | | Common stock | | | | | | 09/2006 | | | | 15,393 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 1.1 | | | 0.4 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 428.1 | | | 472.1 | | | 4.70% |
Retailing and Distribution | | | | | | | | | | | | | | | | | | | | | |
Atlas Intermediate III, L.L.C. (15) | | Specialty chemicals distributor | | First lien senior secured revolving loan | | 10.53% | LIBOR (M) | 5.75% | | 04/2019 | | 04/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.74% | LIBOR (Q) | 5.75% | | 10/2022 | | 04/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.74% | LIBOR (Q) | 5.75% | | 03/2022 | | 04/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.74% | LIBOR (Q) | 5.75% | | 11/2021 | | 04/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.74% | LIBOR (Q) | 5.75% | | 03/2021 | | 04/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.7 | | | 0.7 | | | |
Bamboo Purchaser, Inc. | | Provider of nursery, garden, and greenhouse products | | First lien senior secured loan | | 12.05% | LIBOR (Q) | 7.00% | | 11/2021 | | 11/2027 | | | 17.9 | | | 17.9 | | | 17.0 | | (2)(11) | |
Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc. (15) | | Provider of visual communications solutions | | First lien senior secured loan | | 10.56% | LIBOR (M) | 5.65% | | 03/2019 | | 03/2025 | | | 15.8 | | | 15.8 | | | 15.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.56% | LIBOR (M) | 5.65% | | 06/2021 | | 03/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.56% | LIBOR (M) | 5.65% | | 08/2019 | | 03/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common units | | | | | | 03/2019 | | | | 600 | | | 0.6 | | | 1.3 | | (2) | |
| | | | | | | | | | | | | | | | | 16.6 | | | 17.3 | | | |
GPM Investments, LLC and ARKO Corp. | | Convenience store operator | | Common stock | | | | | | 12/2020 | | | | 2,088,478 | | | 19.8 | | | 27.0 | | | |
| | | | Warrant to purchase common stock | | | | | | 12/2020 | | 12/2025 | | 1,088,780 | | | 1.6 | | | 1.7 | | (2) | |
| | | | | | | | | | | | | | | | | 21.4 | | | 28.7 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC | | Distributor of OEM appliance aftermarket parts | | First lien senior secured loan | | 11.29% | LIBOR (Q) | 6.25% | | 06/2021 | | 06/2028 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.29% | LIBOR (Q) | 6.25% | | 12/2021 | | 06/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.16% | SOFR (Q) | 6.25% | | 06/2021 | | 06/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.28% | SOFR (Q) | 6.25% | | 12/2021 | | 06/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A common units | | | | | | 06/2021 | | | | 5,796 | | | 6.1 | | | 10.1 | | (2) | |
| | | | | | | | | | | | | | | | | 6.7 | | | 10.7 | | | |
Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP (15) | | Auto parts retailer | | First lien senior secured revolving loan | | 8.65% | LIBOR (M) | 3.75% | | 05/2021 | | 05/2026 | | | 9.0 | | | 9.0 | | | 9.0 | | (2)(14) | |
| | | | First lien senior secured revolving loan | | 7.65% | LIBOR (M) | 2.75% | | 05/2021 | | 05/2026 | | | 2.6 | | | 2.6 | | | 2.6 | | (2)(14) | |
| | | | Series A preferred stock | | 7.00% PIK | | | | 05/2021 | | | | 68,601 | | | 78.3 | | | 78.3 | | (2) | |
| | | | Class A-1 units | | | | | | 05/2021 | | | | 24,586 | | | 24.6 | | | 33.9 | | (2) | |
| | | | | | | | | | | | | | | | | 114.5 | | | 123.8 | | | |
McKenzie Creative Brands, LLC (15) | | Designer, manufacturer and distributor of hunting-related supplies | | First lien senior secured loan | | 10.60% | LIBOR (M) | 5.75% | | 09/2014 | | 09/2023 | | | 84.5 | | | 84.5 | | | 84.5 | | (2)(8)(11) | |
| | | | First lien senior secured loan | | 10.60% | LIBOR (M) | 5.75% | | 09/2014 | | 09/2023 | | | 5.5 | | | 5.5 | | | 5.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 90.0 | | | 90.0 | | | |
Monolith Brands Group, Inc. | | E-commerce platform focused on consolidating DTC branded businesses | | Series A-1 preferred stock | | | | | | 04/2022 | | | | 701,255 | | | 15.5 | | | 15.5 | | (2) | |
Moon Valley Nursery of Arizona Retail, LLC, Moon Valley Nursery Farm Holdings, LLC, Moon Valley Nursery RE Holdings LLC, and Stonecourt IV Partners, LP | | Operator of retail and wholesale tree and plant nurseries | | Limited partnership interests | | | | | | 10/2021 | | | | 21,939,152 | | | 20.8 | | | 34.9 | | | |
North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC | | Manufacturer of aftermarket golf cart parts and accessories | | First lien senior secured loan | | 12.18% (3.75% PIK) | SOFR (Q) | 8.00% | | 05/2021 | | 05/2027 | | | 25.6 | | | 25.6 | | | 24.3 | | (2)(11) | |
| | | | Class A units | | | | | | 05/2021 | | | | 50,000 | | | 5.0 | | | 1.1 | | | |
| | | | | | | | | | | | | | | | | 30.6 | | | 25.4 | | | |
Reddy Ice LLC (15) | | Packaged ice manufacturer and distributor | | First lien senior secured revolving loan | | 11.16% | LIBOR (Q) | 6.00% | | 07/2019 | | 07/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.79% | LIBOR (Q) | 6.00% | | 07/2019 | | 07/2025 | | | 61.1 | | | 61.1 | | | 59.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.79% | LIBOR (Q) | 6.00% | | 11/2020 | | 07/2025 | | | 4.2 | | | 4.2 | | | 4.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.79% | LIBOR (Q) | 6.00% | | 10/2021 | | 07/2025 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 66.3 | | | 65.0 | | | |
Trader Corporation and Project Auto Finco Corp. (15) | | Digital Automotive marketplace and software solution provider to automotive industry | | First lien senior secured loan | | 11.68% | CDOR (M) | 6.75% | | 12/2022 | | 12/2029 | | | 12.2 | | | 12.2 | | | 11.9 | | (2)(6)(11) | |
US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P. (15) | | Producer and packager of compressed, household, and packaged salt | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 07/2021 | | 07/2028 | | | 26.3 | | | 26.3 | | | 25.0 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Limited partner interests | | | | | | 07/2021 | | | | 0.40 | % | | | 0.8 | | | 0.5 | | (2) | |
| | | | | | | | | | | | | | | | | 27.1 | | | 25.5 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 440.3 | | | 466.4 | | | 4.64% |
Automobiles and Components | | | | | | | | | | | | | | | | | | | | | |
Automotive Keys Group, LLC and Automotive Keys Investor, LLC | | Provider of replacement wireless keys for automotive market | | First lien senior secured loan | | 11.43% | SOFR (Q) | 6.25% | | 12/2022 | | 11/2025 | | | 5.3 | | | 5.3 | | | 5.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.30% | LIBOR (Q) | 6.25% | | 12/2021 | | 11/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Preferred units | | 9.00% PIK | | | | 11/2020 | | | | 4,113,113 | | | 5.1 | | | 3.9 | | (2) | |
| | | | Preferred units | | 15.00% PIK | | | | 11/2020 | | | | 1,095,046 | | | 1.1 | | | 1.0 | | (2) | |
| | | | Class A common units | | | | | | 11/2020 | | | | 5,208,159 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 11.6 | | | 10.3 | | | |
Continental Acquisition Holdings, Inc. | | Distributor of aftermarket batteries to the electric utility vehicle, automotive, commercial, marine and industrial markets | | First lien senior secured loan | | 11.51% | LIBOR (Q) | 6.50% | | 01/2021 | | 01/2027 | | | 36.1 | | | 36.1 | | | 33.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.55% | LIBOR (Q) | 6.50% | | 12/2021 | | 01/2027 | | | 5.4 | | | 5.4 | | | 4.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 41.5 | | | 38.1 | | | |
Eckler Purchaser LLC (5) | | Restoration parts and accessories provider for classic automobiles | | Class A common units | | | | | | 07/2012 | | | | 67,972 | | | — | | | — | | (2) | |
Faraday Buyer, LLC (15) | | Manufacturer and supplier for the power utility and automotive markets worldwide | | First lien senior secured loan | | 11.86% | SOFR (M) | 7.00% | | 10/2022 | | 10/2028 | | | 52.2 | | | 52.2 | | | 52.2 | | (2)(11) | |
Faraday&Future Inc., FF Inc., Faraday SPE, LLC and Faraday Future Intelligent Electric Inc. | | Electric vehicle manufacturer | | Warrant to purchase shares of Class A common stock | | | | | | 08/2021 | | 08/2027 | | 633,008 | | | 2.3 | | | — | | (2) | |
Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC (15) | | Manufacturer and distributor of automotive fluids | | First lien senior secured revolving loan | | | | | | 11/2020 | | 11/2025 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.34% | LIBOR (M) | 4.50% | | 03/2022 | | 11/2027 | | | 9.8 | | | 9.3 | | | 9.4 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 13.03% | LIBOR (Q) | 8.00% | | 11/2020 | | 11/2028 | | | 70.4 | | | 70.4 | | | 65.4 | | (2)(11) | |
| | | | Co-invest units | | | | | | 11/2020 | | | | 59,230 | | | 5.9 | | | 3.8 | | (2) | |
| | | | | | | | | | | | | | | | | 85.6 | | | 78.6 | | | |
McLaren Group Limited | | Automobile manufacturer and retailer | | Senior preference shares | | 12.50% PIK | | | | 08/2021 | | 08/2028 | | 200,000 | | | 25.4 | | | 28.5 | | (2)(6) | |
| | | | Warrant to purchase units of ordinary shares | | | | | | 08/2021 | | 08/2028 | | 49,181 | | | 5.5 | | | 2.6 | | (2)(6) | |
| | | | Warrant to purchase units of ordinary shares | | | | | | 08/2021 | | 08/2028 | | 13,776 | | | 1.6 | | | 0.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 32.5 | | | 31.8 | | | |
Sun Acquirer Corp. and Sun TopCo, LP (15) | | Automotive parts and repair services retailer | | First lien senior secured revolving loan | | 12.75% | Base Rate (Q) | 4.75% | | 09/2021 | | 09/2027 | | | 1.2 | | | 1.2 | | | 1.2 | | (2)(11)(14) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 09/2021 | | 09/2028 | | | 52.2 | | | 52.2 | | | 50.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 11/2021 | | 09/2028 | | | 5.3 | | | 5.3 | | | 5.2 | | (2)(11) | |
| | | | Class A units | | | | | | 09/2021 | | | | 79,688 | | | 8.0 | | | 8.9 | | (2) | |
| | | | | | | | | | | | | | | | | 66.7 | | | 65.9 | | | |
Wand Newco 3, Inc. | | Collision repair company | | Second lien senior secured loan | | 12.09% | LIBOR (M) | 7.25% | | 02/2019 | | 02/2027 | | | 182.6 | | | 181.0 | | | 182.6 | | (2) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 473.4 | | | 459.5 | | | 4.57% |
Food and Beverage | | | | | | | | | | | | | | | | | | | | | |
American Seafoods Group LLC and American Seafoods Partners LLC | | Harvester and processor of seafood | | Class A units | | | | | | 08/2015 | | | | 77,922 | | | 0.1 | | | 0.3 | | (2) | |
| | | | Warrant to purchase units of Class A units | | | | | | 08/2015 | | 08/2035 | | 7,422,078 | | | 7.4 | | | 25.3 | | (2) | |
| | | | | | | | | | | | | | | | | 7.5 | | | 25.6 | | | |
Berner Food & Beverage, LLC (15) | | Supplier of dairy-based food and beverage products | | First lien senior secured revolving loan | | 10.33% | LIBOR (Q) | 5.50% | | 07/2021 | | 07/2026 | | | 0.5 | | | 0.5 | | | 0.5 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 12.50% | Base Rate (Q) | 4.50% | | 07/2021 | | 07/2026 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.9 | | | 0.9 | | | |
Bragg Live Food Products, LLC and SPC Investment Co., L.P. (4)(15) | | Health food company | | First lien senior secured revolving loan | | 12.00% | LIBOR (Q) | 7.00% | | 03/2019 | | 12/2025 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.00% | SOFR (Q) | 7.00% | | 12/2020 | | 12/2025 | | | 28.8 | | | 28.8 | | | 28.2 | | (2)(11) | |
| | | | Common units | | | | | | 03/2019 | | | | 14,850 | | | 11.6 | | | 10.5 | | (2) | |
| | | | | | | | | | | | | | | | | 41.1 | | | 39.4 | | | |
CHG PPC Parent LLC & PPC CHG Blocker LLC | | Diversified food products manufacturer | | Second lien senior secured loan | | 11.59% | LIBOR (M) | 6.75% | | 12/2021 | | 12/2029 | | | 94.6 | | | 94.6 | | | 91.8 | | (2)(11) | |
| | | | Common units | | | | | | 12/2021 | | | | 59 | | | 3.0 | | | 2.9 | | (2) | |
| | | | | | | | | | | | | | | | | 97.6 | | | 94.7 | | | |
Florida Food Products, LLC | | Provider of plant extracts and juices | | First lien senior secured loan | | 9.84% | LIBOR (M) | 5.00% | | 10/2021 | | 10/2028 | | | 0.5 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.81% | SOFR (M) | 5.00% | | 06/2022 | | 10/2028 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.84% | LIBOR (M) | 8.00% | | 10/2021 | | 10/2029 | | | 71.8 | | | 71.8 | | | 67.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 72.6 | | | 68.3 | | | |
GF Parent LLC | | Producer of low-acid, aseptic food and beverage products | | Class A preferred units | | | | | | 05/2015 | | | | 2,940 | | | 2.9 | | | — | | (2) | |
| | | | Class A common units | | | | | | 05/2015 | | | | 60,000 | | | 0.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 3.0 | | | — | | | |
Gotham Greens Holdings, PBC (15) | | Producer of vegetables and culinary herbs for restaurants and retailers | | First lien senior secured loan | | 12.22% | SOFR (M) | 7.38% | | 06/2022 | | 12/2026 | | | 27.6 | | | 27.6 | | | 26.2 | | (2)(11) | |
| | | | Series E-1 preferred stock | | 6.00% PIK | | | | 06/2022 | | | | 166,059 | | | 14.2 | | | 14.2 | | (2) | |
| | | | Warrant to purchase shares of Series E-1 preferred stock | | | | | | 06/2022 | | 06/2032 | | 62,034 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 41.8 | | | 40.4 | | | |
KNPC HoldCo, LLC | | Producer of trail mix and mixed nut snack products | | First lien senior secured loan | | 9.92% | SOFR (M) | 5.50% | | 04/2022 | | 10/2028 | | | 5.6 | | | 5.6 | | | 5.5 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | First lien senior secured loan | | 11.42% | SOFR (M) | 7.00% | | 12/2022 | | 10/2028 | | | 1.3 | | | 1.3 | | | 1.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 6.9 | | | 6.8 | | | |
Manna Pro Products, LLC (15) | | Manufacturer and supplier of specialty nutrition and care products for animals | | First lien senior secured revolving loan | | 10.81% | LIBOR (M) | 6.00% | | 12/2020 | | 12/2026 | | | 5.1 | | | 5.1 | | | 4.6 | | (2)(11) | |
RB Holdings InterCo, LLC (15) | | Manufacturer of pet food and treats | | First lien senior secured revolving loan | | 9.92% | SOFR (Q) | 5.00% | | 05/2022 | | 05/2028 | | | 1.8 | | | 1.8 | | | 1.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.85% | SOFR (Q) | 5.00% | | 05/2022 | | 05/2028 | | | 11.5 | | | 11.5 | | | 11.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 13.3 | | | 13.1 | | | |
RF HP SCF Investor, LLC | | Branded specialty food company | | Membership interest | | | | | | 12/2016 | | | | 10.08 | % | | | 12.5 | | | 26.9 | | (2)(6) | |
Teasdale Foods, Inc. and Familia Group Holdings Inc. | | Provider of beans, sauces and hominy to the retail, foodservice and wholesale channels | | First lien senior secured loan | | 12.29% (0.40% PIK) | SOFR (S) | 7.25% | | 12/2020 | | 12/2025 | | | 76.1 | | | 76.1 | | | 68.5 | | (2)(11) | |
| | | | Warrant to purchase shares of common stock | | | | | | 02/2019 | | 02/2034 | | 57,827 | | | — | | | 1.5 | | (2) | |
| | | | | | | | | | | | | | | | | 76.1 | | | 70.0 | | | |
Triton Water Holdings, Inc. | | Producer and provider of bottled water brands | | First lien senior secured loan | | 8.66% | LIBOR (Q) | 3.50% | | 03/2021 | | 03/2028 | | | 1.0 | | | 1.0 | | | 0.9 | | (2)(11)(18) | |
| | | | Senior subordinated loan | | 6.25% | | | | 03/2021 | | 04/2029 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(18) | |
| | | | | | | | | | | | | | | | | 1.1 | | | 1.0 | | | |
Watermill Express, LLC and Watermill Express Holdings, LLC | | Owner and operator of self-service water and ice stations | | First lien senior secured loan | | 10.41% | LIBOR (Q) | 5.25% | | 04/2021 | | 04/2027 | | | 21.1 | | | 21.1 | | | 21.1 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 04/2021 | | | | 282,200 | | | 3.3 | | | 3.6 | | | |
| | | | | | | | | | | | | | | | | 24.4 | | | 24.7 | | | |
Winebow Holdings, Inc. and The Vintner Group, Inc. | | Importer and distributor of wine | | First lien senior secured loan | | 11.09% | LIBOR (M) | 6.25% | | 04/2021 | | 07/2025 | | | 27.9 | | | 27.9 | | | 27.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 431.8 | | | 443.8 | | | 4.42% |
Energy | | | | | | | | | | | | | | | | | | | | | |
Calyx Energy III, LLC | | Oil and gas exploration company | | First lien senior secured loan | | 12.92% | SOFR (M) | 8.00% | | 08/2022 | | 01/2027 | | | 53.4 | | | 53.4 | | | 53.4 | | (2)(11) | |
Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC (15) | | Private oil exploration and production company | | First lien senior secured loan | | 14.00% | SOFR (Q) | 9.00% | | 11/2022 | | 11/2026 | | | 49.3 | | | 49.3 | | | 49.3 | | (2)(11) | |
GNZ Energy Bidco Limited and Galileo Co-investment Trust I (15) | | Independent fuel provider in New Zealand | | First lien senior secured loan | | 11.69% | BBSY (M) | 6.75% | | 05/2022 | | 07/2027 | | | 30.4 | | | 30.5 | | | 30.4 | | (2)(6)(11) | |
| | | | Common units | | | | | | 07/2022 | | | | 13,736,365 | | | 8.3 | | | 11.0 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 38.8 | | | 41.4 | | | |
Halcon Holdings, LLC | | Operator of development, exploration, and production oil company | | First lien senior secured loan | | 12.55% | SOFR (Q) | 7.50% | | 11/2021 | | 11/2025 | | | 13.1 | | | 12.9 | | | 13.1 | | (2) | |
Murchison Oil and Gas, LLC and Murchison Holdings, LLC (15) | | Exploration and production company | | First lien senior secured loan | | 13.55% | SOFR (Q) | 8.50% | | 06/2022 | | 06/2026 | | | 93.8 | | | 93.8 | | | 93.8 | | (2)(11) | |
| | | | Preferred units | | 8.00% | | | | 06/2022 | | | | 41,000 | | | 41.0 | | | 45.7 | | | |
| | | | | | | | | | | | | | | | | 134.8 | | | 139.5 | | | |
Offen, Inc. | | Distributor of fuel, lubricants, diesel exhaust fluid, and premium additives | | First lien senior secured loan | | 9.92% | LIBOR (M) | 5.00% | | 05/2022 | | 06/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
SilverBow Resources, Inc. | | Oil and gas producer | | Common stock | | | | | | 06/2022 | | | | 1,015,215 | | | 28.8 | | | 23.2 | | (2)(6)(18) | |
VPROP Operating, LLC and V SandCo, LLC (5) | | Sand-based proppant producer and distributor to the oil and natural gas industry | | First lien senior secured loan | | 14.16% | LIBOR (M) | 9.50% | | 03/2017 | | 11/2024 | | | 27.3 | | | 27.3 | | | 27.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 14.16% | LIBOR (M) | 9.50% | | 11/2020 | | 11/2024 | | | 9.4 | | | 9.4 | | | 9.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 14.16% | LIBOR (M) | 9.50% | | 06/2020 | | 11/2024 | | | 6.0 | | | 6.0 | | | 6.0 | | (2)(11) | |
| | | | Class A units | | | | | | 11/2020 | | | | 347,900 | | | 32.9 | | | 68.0 | | (2) | |
| | | | | | | | | | | | | | | | | 75.6 | | | 110.7 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 393.7 | | | 430.7 | | | 4.29% |
Consumer Staples Distribution and Retail | | | | | | | | | | | | | | | | | | | | | |
Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P. | | Manufacturer and distributor of specialty bakery ingredients | | Second lien senior secured loan | | 11.95% | LIBOR (Q) | 7.00% | | 09/2021 | | 09/2029 | | | 29.5 | | | 29.5 | | | 29.5 | | (2)(11) | |
| | | | Class A preferred units | | 8.00% PIK | | | | 09/2021 | | 08/2051 | | 5,484 | | | 6.2 | | | 12.1 | | (2) | |
| | | | Series A preferred shares | | 11.00% PIK | | | | 09/2021 | | 08/2051 | | 21,921 | | | 26.1 | | | 26.1 | | (2) | |
| | | | | | | | | | | | | | | | | 61.8 | | | 67.7 | | | |
Continental Café, LLC and Infinity Ovation Yacht Charters, LLC (15) | | Diversified contract food service provider | | First lien senior secured revolving loan | | 14.00% | Base Rate (Q) | 6.00% | | 11/2021 | | 11/2027 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.90% | LIBOR (Q) | 7.00% | | 11/2021 | | 11/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 1.0 | | | 1.0 | | | |
DecoPac, Inc. and KCAKE Holdings Inc. (15) | | Supplier of cake decorating solutions and products to in-store bakeries | | First lien senior secured revolving loan | | 10.79% | LIBOR (Q) | 6.00% | | 05/2021 | | 05/2026 | | | 4.7 | | | 4.7 | | | 4.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.05% | LIBOR (Q) | 6.00% | | 05/2021 | | 05/2028 | | | 148.2 | | | 148.2 | | | 145.3 | | (2)(11) | |
| | | | Common stock | | | | | | 05/2021 | | | | 9,599 | | | 9.6 | | | 9.3 | | (2) | |
| | | | | | | | | | | | | | | | | 162.5 | | | 159.2 | | | |
FS Squared Holding Corp. and FS Squared, LLC (15) | | Provider of on-site vending and micro market solutions | | First lien senior secured revolving loan | | | | | | 03/2019 | | 03/2024 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 10.30% | SOFR (Q) | 5.25% | | 03/2019 | | 03/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 03/2019 | | | | 113,219 | | | 11.1 | | | 33.8 | | (2) | |
| | | | | | | | | | | | | | | | | 11.2 | | | 33.9 | | | |
JWC/KI Holdings, LLC | | Foodservice sales and marketing agency | | Membership units | | | | | | 11/2015 | | | | 5,000 | | | 5.0 | | | 10.1 | | (2) | |
LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P. (15)(16) | | Distributor of specialty foods | | First lien senior secured loan | | 11.33% | SOFR (Q) | 6.50% | | 10/2022 | | 10/2028 | | | 36.2 | | | 36.2 | | | 35.8 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 10/2022 | | | | 9,682,047 | | | 9.7 | | | 10.4 | | (2) | |
| | | | | | | | | | | | | | | | | 45.9 | | | 46.2 | | | |
SFE Intermediate Holdco LLC (15) | | Provider of outsourced foodservice to K-12 school districts | | First lien senior secured revolving loan | | 10.30% | SOFR (Q) | 5.25% | | 07/2017 | | 07/2025 | | | 8.3 | | | 8.3 | | | 8.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.30% | SOFR (Q) | 5.25% | | 09/2018 | | 07/2026 | | | 10.0 | | | 10.0 | | | 9.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.30% | SOFR (Q) | 5.25% | | 07/2017 | | 07/2026 | | | 6.2 | | | 6.2 | | | 6.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.30% | SOFR (Q) | 5.25% | | 03/2022 | | 07/2026 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | | | | | | | | | | | | | | 24.9 | | 24.1 | | |
VCP-EDC Co-Invest, LLC | | Distributor of foodservice equipment and supplies | | Membership units | | | | | | 06/2017 | | | | 2,970,000 | | | 2.8 | | 4.2 | | |
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. (15)(16) | | Fresh and specialty food distributor | | First lien senior secured revolving loan | | 10.94% | SOFR (Q) | 6.25% | | 02/2023 | | 01/2029 | | | 0.7 | | 0.7 | | 0.6 | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.93% | SOFR (Q) | 6.25% | | 02/2023 | | 01/2029 | | | 7.5 | | 7.5 | | 7.3 | (2)(11) | |
| | | | Common units | | | | | | 01/2023 | | | | 1,673,000 | | | 1.7 | | 1.7 | | |
| | | | | | | | | | | | | | | | | 9.9 | | 9.6 | | |
ZB Holdco LLC & ZB Parent LLC (15) | | Distributor of Mediterranean food and beverages | | First lien senior secured revolving loan | | | | | | 02/2022 | | 02/2028 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.85% | LIBOR (Q) | 4.75% | | 02/2022 | | 02/2028 | | | 13.3 | | 13.3 | | 13.3 | (2)(11) | |
| | | | Series A units | | | | | | 02/2022 | | | | 4,699 | | | 4.7 | | 6.7 | | |
| | | | | | | | | | | | | | | | | 18.0 | | 20.0 | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 343.0 | | 376.0 | | 3.74% |
Pharmaceuticals, Biotechnology and Life Sciences | | | | | | | | | | | | | | | | | | | | | |
Abzena Holdings, Inc. and Astro Group Holdings Ltd. | | Organization providing discovery, development and manufacturing services to the pharmaceutical and biotechnology industries | | Ordinary A shares | | | | | | 05/2021 | | | | 2,476,744 | | | 5.7 | | 5.7 | (2)(6) | |
Alcami Corporation and ACM Note Holdings, LLC (15) | | Outsourced drug development services provider | | First lien senior secured loan | | 11.91% | SOFR (M) | 7.00% | | 12/2022 | | 12/2028 | | | 9.5 | | 9.5 | | 9.1 | (2)(11) | |
| | | | Senior subordinated loan | | 8.00% PIK | | | | 12/2022 | | 06/2029 | | | 19.9 | | 19.9 | | 19.9 | (2) | |
| | | | | | | | | | | | | | | | | 29.4 | | 29.0 | | |
Amryt Pharmaceuticals, Inc. | | Biopharmaceutical company dedicated to acquiring, developing and commercializing novel therapeutics | | First lien senior secured loan | | 11.49% | SOFR (Q) | 6.75% | | 02/2022 | | 02/2027 | | | 12.7 | | 12.7 | | 13.4 | (2)(6)(11) | |
Athyrium Buffalo LP (16) | | Biotechnology company engaging in the development, manufacture, and commercialization of novel neuromodulators | | Limited partnership interests | | | | | | 06/2022 | | | | 7,628,966 | | | 7.6 | | 7.5 | (2)(6) | |
Caerus Midco 3 S.à r.l. | | Provider of market intelligence and analysis for the pharmaceutical industry | | First lien senior secured loan | | 10.65% | SOFR (Q) | 5.75% | | 10/2022 | | 05/2029 | | | 5.4 | | 5.3 | | 5.4 | (2)(6)(11) | |
Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc. (15) | | Provider of biological products to life science and pharmaceutical companies | | First lien senior secured revolving loan | | 10.17% | LIBOR (M) | 5.25% | | 10/2021 | | 10/2027 | | | 2.5 | | 2.5 | | 2.4 | (2)(11) | |
| | | | First lien senior secured loan | | 10.17% | LIBOR (M) | 5.25% | | 10/2021 | | 10/2028 | | | 30.1 | | 30.1 | | 28.6 | (2)(11) | |
| | | | Preferred units | | 8.00% PIK | | | | 10/2021 | | 10/2051 | | 3,020 | | | 3.4 | | 4.2 | (2) | |
| | | | Series A preferred shares | | 15.19% PIK | LIBOR (Q) | 10.00% | | 10/2021 | | | | 60,236 | | | 72.3 | | 72.3 | (2) | |
| | | | Class A common units | | | | | | 10/2021 | | | | 30,500 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 108.3 | | 107.5 | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Covaris Intermediate 3, LLC & Covaris Parent, LLC (15) | | Provider of advanced pre-analytical sample preparation technologies for life and analytical science | | First lien senior secured revolving loan | | 9.91% | LIBOR (Q) | 4.75% | | 01/2022 | | 01/2028 | | | 1.5 | | | 1.5 | | | 1.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.91% | LIBOR (Q) | 4.75% | | 01/2022 | | 01/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A-2 units | | | | | | 01/2022 | | | | 4,772 | | | 4.8 | | | 5.1 | | | |
| | | | | | | | | | | | | | | | | 6.4 | | | 6.7 | | | |
NMC Skincare Intermediate Holdings II, LLC (15) | | Developer, manufacturer and marketer of skincare products | | First lien senior secured loan | | 9.66% | LIBOR (M) | 5.00% | | 10/2018 | | 10/2024 | | | 31.9 | | | 31.9 | | | 30.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.66% | LIBOR (M) | 5.00% | | 05/2022 | | 10/2024 | | | 4.7 | | | 4.7 | | | 4.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 36.6 | | | 34.4 | | | |
North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P. | | Contract research organization providing research and development and testing of medical devices | | First lien senior secured loan | | 10.68% | SOFR (Q) | 5.50% | | 09/2020 | | 09/2027 | | | 47.4 | | | 47.4 | | | 47.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 5.50% | | 02/2021 | | 09/2027 | | | 2.5 | | | 2.5 | | | 2.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 5.50% | | 12/2020 | | 09/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 5.50% | | 09/2021 | | 09/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Senior subordinated loan | | 11.25% | | | | 03/2023 | | 03/2025 | | | 1.4 | | | 1.3 | | | 1.3 | | (2) | |
| | | | Class A preferred units | | 8.00% PIK | | | | 09/2020 | | | | 13,528 | | | 16.5 | | | 38.9 | | (2) | |
| | | | | | | | | | | | | | | | | 67.9 | | | 90.3 | | | |
TerSera Therapeutics LLC (15) | | Acquirer and developer of specialty therapeutic pharmaceutical products | | First lien senior secured loan | | 10.44% | LIBOR (M) | 5.60% | | 05/2017 | | 03/2025 | | | 5.0 | | | 5.0 | | | 5.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.44% | LIBOR (M) | 5.60% | | 09/2018 | | 03/2025 | | | 2.0 | | | 2.0 | | | 2.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.44% | LIBOR (Q) | 5.60% | | 04/2019 | | 03/2025 | | | 1.8 | | | 1.8 | | | 1.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 8.8 | | | 8.8 | | | |
Verista, Inc. (15) | | Provides systems consulting for compliance, automation, validation, and packaging solutions to the healthcare sector | | First lien senior secured revolving loan | | 10.75% | LIBOR (M) | 6.00% | | 05/2022 | | 02/2027 | | | 2.4 | | | 2.1 | | | 2.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.89% | LIBOR (Q) | 6.00% | | 05/2022 | | 02/2027 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 2.9 | | | 3.2 | | | |
Vertice Pharma UK Parent Limited | | Manufacturer and distributor of generic pharmaceutical products | | Preferred shares | | | | | | 12/2015 | | | | 40,662 | | | — | | | — | | (6) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 291.6 | | | 311.9 | | | 3.10% |
Materials | | | | | | | | | | | | | | | | | | | | | |
ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP (15) | | Manufacturer and supplier of printed packaging and trimmings | | First lien senior secured loan | | 10.83% | LIBOR (Q) | 6.00% | | 12/2021 | | 12/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 195,990 | | | 19.6 | | | 16.5 | | (2) | |
| | | | | | | | | | | | | | | | | 19.7 | | | 16.6 | | | |
Halex Holdings, Inc. (5) | | Manufacturer of flooring installation products | | Common stock | | | | | | 01/2017 | | | | 51,853 | | | — | | | — | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
H-Food Holdings, LLC and Matterhorn Parent, LLC | | Food contract manufacturer | | First lien senior secured loan | | 8.53% | LIBOR (M) | 3.69% | | 06/2022 | | 05/2025 | | | 26.3 | | | 24.0 | | | 22.4 | | (2)(18) | |
| | | | First lien senior secured loan | | 8.84% | LIBOR (M) | 4.00% | | 07/2022 | | 05/2025 | | | 3.3 | | | 3.1 | | | 2.9 | | (2)(18) | |
| | | | First lien senior secured loan | | 9.84% | LIBOR (M) | 5.00% | | 12/2021 | | 05/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 11.84% | LIBOR (M) | 7.00% | | 11/2018 | | 03/2026 | | | 73.0 | | | 73.0 | | | 62.1 | | (2) | |
| | | | Common units | | | | | | 11/2018 | | | | 5,827 | | | 5.8 | | | 3.1 | | | |
| | | | | | | | | | | | | | | | | 106.0 | | | 90.6 | | | |
Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V. (15) | | Manufacturer of thermoformed packaging for medical devices | | First lien senior secured revolving loan | | 9.09% | LIBOR (M) | 4.25% | | 07/2019 | | 07/2024 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 6.99% | Euribor (Q) | 4.50% | | 07/2019 | | 07/2026 | | | 4.9 | | | 5.1 | | | 4.7 | | (2)(6) | |
| | | | First lien senior secured loan | | 9.08% | LIBOR (Q) | 4.25% | | 07/2019 | | 07/2026 | | | 14.8 | | | 14.8 | | | 14.5 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 6.99% | Euribor (Q) | 4.50% | | 08/2019 | | 07/2026 | | | 1.5 | | | 1.6 | | | 1.5 | | (2)(6) | |
| | | | Class A units | | | | | | 07/2019 | | | | 6,762,668 | | | 6.8 | | | 8.4 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 28.5 | | | 29.3 | | | |
Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C. | | Developer and manufacturer of absorbent pads for food products | | First lien senior secured loan | | 11.66% | SOFR (M) | 6.75% | | 12/2020 | | 12/2026 | | | 22.8 | | | 22.8 | | | 22.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.66% | SOFR (M) | 6.75% | | 12/2022 | | 12/2026 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | Class A preferred units | | 10.00% PIK | | | | 12/2020 | | | | 4,772 | | | 4.2 | | | 8.9 | | (2) | |
| | | | Class C units | | | | | | 12/2020 | | | | 4,772 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 27.3 | | | 32.0 | | | |
Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC | | Manufacturer of specialized acrylic and polycarbonate sheets | | First lien senior secured loan | | 8.83% | LIBOR (Q) | 4.00% | | 12/2018 | | 12/2025 | | | 22.5 | | | 21.5 | | | 19.9 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 12.11% | LIBOR (Q) | 7.25% | | 12/2018 | | 12/2026 | | | 55.0 | | | 55.0 | | | 48.9 | | (2)(11) | |
| | | | Co-Invest units | | | | | | 12/2018 | | | | 5,969 | | | 0.6 | | | 0.4 | | (2) | |
| | | | | | | | | | | | | | | | | 77.1 | | | 69.2 | | | |
Precision Concepts International LLC and Precision Concepts Canada Corporation (15) | | Manufacturer of diversified packaging solutions and plastic injection molded products | | First lien senior secured revolving loan | | 10.48% | SOFR (Q) | 5.50% | | 01/2019 | | 06/2023 | | | 8.2 | | | 8.2 | | | 8.2 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.50% | SOFR (Q) | 5.50% | | 01/2019 | | 01/2026 | | | 14.6 | | | 14.6 | | | 14.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.75% | SOFR (Q) | 5.75% | | 05/2022 | | 01/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.50% | SOFR (Q) | 5.50% | | 06/2021 | | 01/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 23.0 | | | 23.0 | | | |
SCI PH Parent, Inc. | | Industrial container manufacturer, reconditioner and servicer | | Series B shares | | | | | | 08/2018 | | | | 11 | | | 1.1 | | | 1.8 | | (2) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 282.7 | | | 262.5 | | | 2.61% |
Technology Hardware and Equipment | | | | | | | | | | | | | | | | | | | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Chariot Buyer LLC (15) | | Provider of smart access solutions across residential and commercial properties | | First lien senior secured revolving loan | | 7.84% | LIBOR (M) | 3.00% | | 11/2021 | | 11/2026 | | | 3.2 | | | 3.2 | | | 3.0 | | (2) | |
| | | | Second lien senior secured loan | | 11.91% | LIBOR (Q) | 6.75% | | 11/2021 | | 11/2029 | | | 134.4 | | | 134.4 | | | 127.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 137.6 | | | 130.7 | | | |
Everspin Technologies, Inc. | | Designer and manufacturer of computer memory solutions | | Warrant to purchase shares of common stock | | | | | | 10/2016 | | 10/2026 | | 18,461 | | | 0.4 | | | — | | | |
ITI Holdings, Inc. (15) | | Provider of innovative software and equipment for motor vehicle agencies | | First lien senior secured revolving loan | | 12.50% | Base Rate (Q) | 4.50% | | 03/2022 | | 03/2028 | | | 4.0 | | | 4.0 | | | 3.9 | | (11) | |
| | | | First lien senior secured revolving loan | | 12.50% | Base Rate (M) | 4.50% | | 03/2022 | | 03/2028 | | | 3.0 | | | 3.0 | | | 2.9 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 10.45% | SOFR (M) | 5.50% | | 03/2022 | | 03/2028 | | | 0.6 | | | 0.6 | | | 0.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.58% | SOFR (Q) | 5.50% | | 03/2022 | | 03/2028 | | | 34.9 | | | 34.9 | | | 33.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 42.5 | | | 41.3 | | | |
Micromeritics Instrument Corp. (15) | | Scientific instrument manufacturer | | First lien senior secured loan | | 9.65% | LIBOR (Q) | 4.50% | | 12/2019 | | 12/2025 | | | 19.7 | | | 19.7 | | | 19.7 | | (2)(11) | |
PerkinElmer U.S. LLC and NM Polaris Co-Invest, L.P. | | Provider of analytical instrumentation and testing equipment and services | | First lien senior secured loan | | 11.86% | SOFR (Q) | 6.75% | | 03/2023 | | 03/2029 | | | 17.5 | | | 17.5 | | | 17.0 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 03/2023 | | | | 0.62 | % | | | 9.9 | | | 9.8 | | (2) | |
| | | | | | | | | | | | | | | | | 27.4 | | | 26.8 | | | |
Repairify, Inc. and Repairify Holdings, LLC (15) | | Provider of automotive diagnostics scans and solutions | | First lien senior secured revolving loan | | 10.03% | SOFR (S) | 5.00% | | 06/2021 | | 06/2027 | | | 1.2 | | | 1.2 | | | 1.2 | | (2)(11) | |
| | | | Class A common units | | | | | | 06/2021 | | | | 163,820 | | | 4.9 | | | 4.4 | | (2) | |
| | | | | | | | | | | | | | | | | 6.1 | | | 5.6 | | | |
Wildcat BuyerCo, Inc. and Wildcat Parent, LP (15) | | Provider and supplier of electrical components for commercial and industrial applications | | First lien senior secured revolving loan | | 12.75% | Base Rate (Q) | 4.75% | | 02/2020 | | 02/2026 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.80% | SOFR (Q) | 5.75% | | 02/2020 | | 02/2026 | | | 17.9 | | | 17.9 | | | 17.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.80% | SOFR (Q) | 5.75% | | 05/2022 | | 02/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.80% | SOFR (Q) | 5.75% | | 11/2021 | | 02/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 02/2020 | | | | 17,655 | | | 1.8 | | | 5.3 | | (2) | |
| | | | | | | | | | | | | | | | | 20.8 | | | 24.2 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 254.5 | | | 248.3 | | | 2.47% |
Household and Personal Products | | | | | | | | | | | | | | | | | | | | | |
CDI Holdings III Corp. and CDI Holdings I Corp. (15) | | Provider of personal care appliances | | First lien senior secured loan | | 10.59% | LIBOR (M) | 5.75% | | 12/2021 | | 12/2027 | | | 3.8 | | | 3.8 | | | 3.7 | | (2)(11) | |
| | | | Common stock | | | | | | 12/2021 | | | | 6,149 | | | 6.1 | | | 5.2 | | (2) | |
| | | | | | | | | | | | | | | | | 9.9 | | | 8.9 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Foundation Consumer Brands, LLC | | Pharmaceutical holding company of over the counter brands | | First lien senior secured loan | | 10.38% | LIBOR (Q) | 5.50% | | 02/2021 | | 02/2027 | | | 13.6 | | | 13.3 | | | 13.6 | | (2)(11) | |
LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P. | | Provider of intimate wellness products | | First lien senior secured loan | | 11.65% | SOFR (Q) | 6.75% | | 11/2022 | | 11/2028 | | | 18.6 | | | 18.6 | | | 18.2 | | (2)(6)(11) | |
| | | | Preferred units | | 8.00% PIK | | | | 11/2022 | | | | 3,178 | | | 3.3 | | | 3.3 | | (2)(6) | |
| | | | Class B common units | | | | | | 11/2022 | | | | 32,105 | | | — | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 21.9 | | | 21.5 | | | |
Premier Specialties, Inc. and RMCF V CIV XLIV, L.P. (15) | | Manufacturer and supplier of natural fragrance materials and cosmeceuticals | | First lien senior secured revolving loan | | 10.84% | LIBOR (M) | 6.00% | | 08/2021 | | 08/2027 | | | 2.3 | | | 2.3 | | | 2.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.84% | LIBOR (M) | 6.00% | | 08/2021 | | 08/2027 | | | 27.2 | | | 27.2 | | | 25.3 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 08/2021 | | | | 4.58 | % | | | 5.0 | | | 3.0 | | (2) | |
| | | | | | | | | | | | | | | | | 34.5 | | | 30.4 | | | |
RD Holdco Inc. (5) | | Manufacturer and marketer of carpet cleaning machines | | Second lien senior secured loan | | | | | | 01/2017 | | 10/2026 | | | 25.1 | | | 22.4 | | | 11.6 | | (2)(10) | |
| | | | Common stock | | | | | | 01/2017 | | | | 458,596 | | | 14.0 | | | — | | | |
| | | | Warrant to purchase shares of common stock | | | | | | 01/2017 | | 12/2023 | | 56,372 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 36.4 | | | 11.6 | | | |
Walnut Parent, Inc. | | Manufacturer of natural solution pest and animal control products | | First lien senior secured loan | | 10.46% | LIBOR (Q) | 5.50% | | 11/2020 | | 11/2027 | | | 14.6 | | | 14.6 | | | 14.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.46% | LIBOR (Q) | 5.50% | | 04/2022 | | 11/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 14.7 | | | 14.3 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 130.7 | | | 100.3 | | | 1.00% |
Transportation | | | | | | | | | | | | | | | | | | | | | |
Commercial Trailer Leasing, Inc. (15) | | Trailer leasing company | | First lien senior secured loan | | 11.04% | SOFR (Q) | 6.25% | | 01/2021 | | 01/2026 | | | 24.9 | | | 24.9 | | | 24.9 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.00% | | | | 01/2021 | | 01/2027 | | | 19.9 | | | 19.9 | | | 19.5 | | (2) | |
| | | | | | | | | | | | | | | | | 44.8 | | | 44.4 | | | |
Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc. (15) | | Provider of tarp systems and accessories for trucks, trailers, carts, and specialty equipment used in the agriculture, construction and flatbed markets | | First lien senior secured loan | | 10.90% | SOFR (A) | 6.00% | | 06/2021 | | 06/2027 | | | 26.7 | | | 26.7 | | | 26.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.45% | SOFR (Q) | 6.55% | | 03/2023 | | 06/2027 | | | 6.2 | | | 6.2 | | | 6.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.90% | SOFR (A) | 6.00% | | 06/2022 | | 06/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common stock | | | | | | 06/2021 | | | | 75,990 | | | 7.6 | | | 14.8 | | (2) | |
| | | | | | | | | | | | | | | | | 40.6 | | | 47.8 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 85.4 | | | 92.2 | | | 0.92% |
Telecommunication Services | | | | | | | | | | | | | | | | | | | | | |
Aventiv Technologies, LLC and Securus Technologies Holdings, Inc. | | Provider of inmate telecom solutions to corrections and law enforcement agencies | | First lien senior secured loan | | 9.66% | LIBOR (Q) | 4.50% | | 05/2022 | | 11/2024 | | | 9.1 | | | 8.8 | | | 6.5 | | (2)(11)(18) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2023
(dollar amounts in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
| | | | Second lien senior secured loan | | 13.08% | LIBOR (Q) | 8.25% | | 05/2022 | | 11/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 9.0 | | | 6.7 | | | |
Emergency Communications Network, LLC (15) | | Provider of mission critical emergency mass notification solutions | | First lien senior secured revolving loan | | 12.66% (5.25% PIK) | SOFR (Q) | 7.75% | | 06/2017 | | 06/2024 | | | 6.9 | | | 6.9 | | | 6.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.43% (5.25% PIK) | SOFR (Q) | 7.75% | | 06/2017 | | 06/2024 | | | 49.1 | | | 49.0 | | | 44.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 55.9 | | | 50.4 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 64.9 | | | 57.1 | | | 0.57% |
Education | | | | | | | | | | | | | | | | | | | | | |
Excelligence Holdings Corp. | | Developer, manufacturer and retailer of educational products | | First lien senior secured loan | | 11.09% | SOFR (Q) | 6.00% | | 04/2017 | | 01/2024 | | | 9.2 | | | 9.2 | | | 9.2 | | (2)(11) | |
Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc. (15) | | Distributor of instructional products, services and resources | | First lien senior secured revolving loan | | 10.34% | LIBOR (M) | 5.50% | | 08/2018 | | 08/2024 | | | 6.5 | | | 6.5 | | | 6.5 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 12.50% | Base Rate (M) | 4.50% | | 08/2018 | | 08/2024 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 07/2017 | | 08/2024 | | | 29.6 | | | 29.6 | | | 29.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.34% | LIBOR (M) | 5.50% | | 08/2018 | | 08/2024 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
| | | | Series A preferred stock | | | | | | 10/2014 | | | | 1,272 | | | 0.7 | | | 1.6 | | (2) | |
| | | | | | | | | | | | | | | | | 38.7 | | | 39.6 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 47.9 | | | 48.8 | | | 0.49% |
| | | | | | | | | | | | | | | | | | | | | |
Total Investments | | | | | | | | | | | | | | | | | 21,429.6 | | | 21,148.0 | | | 210.44% |
| | | | | | | | | | | | | | | | | | | | | |
Derivative Instruments
Forward currency contracts
| | | | | | | | | | | | | | | | | | | | | | | |
Description | Notional Amount to be Purchased | Notional Amount to be Sold | Counterparty | Settlement Date | Unrealized Appreciation / (Depreciation) |
Forward currency contract | $ | 240 | | € | 219 | | Royal Bank of Canada | April 28, 2023 | $ | 2 | |
Forward currency contract | $ | 218 | | CAD | 292 | | Royal Bank of Canada | April 28, 2023 | 2 | |
Forward currency contract | $ | 181 | | CAD | 247 | | Royal Bank of Canada | April 19, 2023 | (2) | |
Forward currency contract | $ | 159 | | £ | 128 | | Royal Bank of Canada | April 28, 2023 | 1 | |
Forward currency contract | $ | 156 | | $ | 114 | | Royal Bank of Canada | April 28, 2023 | 1 | |
Forward currency contract | $ | 37 | | NZD | 58 | | Royal Bank of Canada | April 28, 2023 | 1 | |
Forward currency contract | $ | 3 | | CAD | 4 | | Canadian Imperial Bank of Commerce | April 28, 2023 | — | |
Forward currency contract | $ | 2 | | CAD | 2 | | Royal Bank of Canada | April 28, 2023 | — | |
Forward currency contract | $ | — | | CAD | 1 | | Royal Bank of Canada | April 28, 2023 | — | |
Total | | | | | | | $ | 5 | |
| | | | | | | |
______________________________________________
(1)Other than the Company’s investments listed in footnote 5 below (subject to the limitations set forth therein), the Company does not “Control” any of its portfolio companies, for the purposes of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In general, under the Investment Company Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. All of the Company’s portfolio company investments, which as of March 31, 2023 represented 210% of the Company’s net assets or 97% of the Company’s total assets, are subject to legal restrictions on sales.
(2)These assets are pledged as collateral under the Company’s or the Company’s consolidated subsidiaries’ various revolving credit facilities and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the obligations under each of the respective facilities (see Note 5).
(3)Investments without an interest rate are non-income producing.
(4)As defined in the Investment Company Act, the Company is deemed to be an “Affiliated Person” because it owns 5% or more of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the three months ended March 31, 2023 in which the issuer was an Affiliated Person of the Company (but not a portfolio company that the Company is deemed to Control) are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2023 | | As of March 31, 2023 |
(in millions) Company | | Purchases (cost) | | Redemptions (cost) | | Sales (cost) | | Interest income | | Capital structuring service fees | | Dividend income | | Other income | | Net realized gains (losses) | | Net unrealized gains (losses) | | Fair Value |
Apex Clean Energy TopCo, LLC | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 150.6 | |
APG Intermediate Holdings Corporation and APG Holdings, LLC | | — | | | — | | | — | | | 0.4 | | | — | | | — | | | — | | | — | | | 2.1 | | | 23.9 | |
Blue Wolf Capital Fund II, L.P. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.1 | |
Bragg Live Food Products, LLC and SPC Investment Co., L.P. | | 1.6 | | | 0.9 | | | — | | | 0.9 | | | — | | | — | | | — | | | — | | | (0.3) | | | 39.4 | |
ESCP PPG Holdings, LLC | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1.3 | | | 4.4 | |
European Capital UK SME Debt LP | | — | | | — | | | — | | | — | | | — | | | 0.4 | | | — | | | — | | | 0.6 | | | 27.1 | |
PCG-Ares Sidecar Investment, L.P. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.7 | |
PCG-Ares Sidecar Investment II, L.P. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1.1 | | | 16.6 | |
Production Resource Group, L.L.C. and PRG III, LLC | | — | | | 0.4 | | | — | | | 2.4 | | | — | | | — | | | — | | | — | | | 10.9 | | | 109.1 | |
Shock Doctor, Inc. and Shock Doctor Holdings, LLC | | 1.6 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1.9) | | | 5.7 | |
Totes Isotoner Corporation and Totes Ultimate Holdco, Inc. | | — | | | — | | | — | | | 0.1 | | | — | | | — | | | — | | | — | | | 0.1 | | | 3.8 | |
| | $ | 3.2 | | | $ | 1.3 | | | $ | — | | | $ | 3.8 | | | $ | — | | | $ | 0.4 | | | $ | — | | | $ | — | | | $ | 13.9 | | | $ | 381.4 | |
(5)As defined in the Investment Company Act, the Company is deemed to be both an “Affiliated Person” and “Control” this portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the three months ended March 31, 2023 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Three Months Ended March 31, 2023 | | As of March 31, 2023 |
(in millions) Company | | Purchases (cost) | | Redemptions (cost) | | Sales (cost) | | Interest income | | Capital structuring service fees | | Dividend income | | Other income | | Net realized gains (losses) | | Net unrealized gains (losses) | | Fair Value |
Absolute Dental Group LLC and Absolute Dental Equity, LLC | | $ | 3.7 | | | $ | — | | | $ | — | | | $ | 2.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (0.7) | | | $ | 73.9 | |
ACAS Equity Holdings Corporation | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.4 | |
ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
CoLTs 2005-1 Ltd. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Eckler Industries, Inc. and Eckler Purchaser LLC | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Halex Holdings, Inc. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
HCI Equity, LLC | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC | | — | | | — | | | — | | | 2.2 | | | — | | | — | | | — | | | — | | | 11.3 | | | 223.1 | |
Imaging Business Machines, L.L.C. and Scanner Holdings Corporation | | — | | | — | | | — | | | 0.6 | | | — | | | 0.1 | | | 0.2 | | | — | | | 3.5 | | | 51.5 | |
Ivy Hill Asset Management, L.P. | | 283.1 | | | 192.0 | | | — | | | 12.7 | | | — | | | 57.0 | | | — | | | — | | | 3.3 | | | 2,295.4 | |
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Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC | | 1.3 | | | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | | | (8.5) | | | 37.5 | |
Potomac Intermediate Holdings II LLC | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (9.3) | | | 134.0 | |
PS Operating Company LLC and PS Op Holdings LLC | | — | | | — | | | — | | | 0.5 | | | — | | | — | | | — | | | — | | | (0.9) | | | 26.9 | |
Rug Doctor, LLC and RD Holdco Inc. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.9 | | | 11.6 | |
S Toys Holdings LLC (fka The Step2 Company, LLC) | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Senior Direct Lending Program, LLC | | 49.0 | | | 41.4 | | | — | | | 42.4 | | | 0.2 | | | — | | | 1.1 | | | — | | | (25.8) | | | 1,230.4 | |
Startec Equity, LLC | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
VPROP Operating, LLC and V SandCo, LLC | | — | | | — | | | — | | | 1.5 | | | — | | | 6.7 | | | — | | | — | | | (5.4) | | | 110.7 | |
| | $ | 337.1 | | | $ | 233.5 | | | $ | — | | | $ | 61.9 | | | $ | 0.2 | | | $ | 63.8 | | | $ | 1.3 | | | $ | — | | | $ | (31.6) | | | $ | 4,195.4 | |
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* Together with Varagon Capital Partners (“Varagon”) and its clients, the Company has co-invested through the Senior Direct Lending Program LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”). The SDLP has been capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of the Company and Varagon (with approval from a representative of each required); therefore, although the Company owns more than 25% of the voting securities of the SDLP, the Company does not believe that it has control over the SDLP (for purposes of the Investment Company Act or otherwise) because, among other things, these “voting securities” do not afford the Company the right to elect directors of the SDLP or any other special rights (see Note 4 to the consolidated financial statements).
(6) This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. Pursuant to Section 55(a) of the Investment Company Act, 25% of the Company's total assets are represented by investments at fair value and other assets that are considered "non-qualifying assets" as of March 31, 2023.
(7)Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually (A), semi-annually (S), quarterly (Q), bi-monthly (B), monthly (M) or daily (D). For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.
(8)In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.00% on $40.9 in aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(9)The Company sold a participating interest of approximately $80.4 in aggregate principal amount outstanding of the portfolio company’s first lien senior secured revolving loan. As the transaction did not qualify as a “true sale” in accordance with GAAP, the Company recorded a corresponding $80.4 secured borrowing, at fair value, included in “secured borrowings” in the accompanying consolidated balance sheet. As of March 31, 2023, the interest rate in effect for the secured borrowing was 12.16%.
(10)Loan was on non-accrual status as of March 31, 2023.
(11)Loan includes interest rate floor feature.
(12)In addition to the interest earned based on the stated contractual interest rate of this security, the certificates entitle the holders thereof to receive a portion of the excess cash flow from the SDLP’s loan portfolio, after expenses, which may result in a return to the Company greater than the contractual stated interest rate.
(13)As of March 31, 2023, no amounts were funded by the Company under this first lien senior secured revolving loan; however, there were letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 for further information on letters of credit commitments related to certain portfolio companies.
(14)As of March 31, 2023, in addition to the amounts funded by the Company under this first lien senior secured revolving loan, there were also letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 for further information on letters of credit commitments related to certain portfolio companies.
(15)As of March 31, 2023, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 7 for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.
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(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments | | | | | |
Absolute Dental Group LLC and Absolute Dental Equity, LLC | $ | 7.1 | | $ | (6.9) | | $ | 0.2 | | $ | — | | $ | — | | $ | 0.2 | | | | | | |
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Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC | 4.1 | | (4.1) | | — | | — | | — | | — | | | | | | |
ADG, LLC and RC IV GEDC Investor LLC | 20.5 | | (12.6) | | 7.9 | | — | | — | | 7.9 | | | | | | |
Advarra Holdings, Inc. | 0.4 | | — | | 0.4 | | — | | — | | 0.4 | | | | | | |
AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC | 45.6 | | — | | 45.6 | | — | | — | | 45.6 | | | | | | |
AI Fire Buyer, Inc. and AI Fire Parent LLC | 21.7 | | (1.9) | | 19.8 | | — | | — | | 19.8 | | | | | | |
AIM Acquisition, LLC | 1.8 | | — | | 1.8 | | — | | — | | 1.8 | | | | | | |
Alcami Corporation and ACM Note Holdings, LLC | 2.6 | | — | | 2.6 | | — | | — | | 2.6 | | | | | | |
American Residential Services L.L.C. and Aragorn Parent Holdings LP | 4.5 | | (2.1) | | 2.4 | | — | | — | | 2.4 | | | | | | |
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Anaplan, Inc. | 1.4 | | — | | 1.4 | | — | | — | | 1.4 | | | | | | |
Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua | 3.4 | | (0.1) | | 3.3 | | — | | — | | 3.3 | | | | | | |
Apex Service Partners, LLC | 8.5 | | — | | 8.5 | | — | | — | | 8.5 | | | | | | |
APG Intermediate Holdings Corporation and APG Holdings, LLC | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | | | | | | |
Applied Technical Services, LLC | 3.7 | | (2.6) | | 1.1 | | — | | — | | 1.1 | | | | | | |
Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc. | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | | | | | | |
Apptio, Inc. | 4.2 | | (3.8) | | 0.4 | | — | | — | | 0.4 | | | | | | |
AQ Sage Buyer, LLC | 6.4 | | — | | 6.4 | | — | | — | | 6.4 | | | | | | |
AQ Sunshine, Inc. | 12.4 | | (3.0) | | 9.4 | | — | | — | | 9.4 | | | | | | |
Ardonagh Midco 2 plc and Ardonagh Midco 3 plc | 15.6 | | — | | 15.6 | | — | | — | | 15.6 | | | | | | |
Argenbright Holdings V, LLC and Amberstone Security Group Limited | 2.5 | | — | | 2.5 | | — | | — | | 2.5 | | | | | | |
ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP | 6.2 | | — | | 6.2 | | — | | — | | 6.2 | | | | | | |
AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP | 9.0 | | — | | 9.0 | | — | | — | | 9.0 | | | | | | |
ATI Restoration, LLC | 46.6 | | (5.8) | | 40.8 | | — | | — | | 40.8 | | | | | | |
Atlas Intermediate III, L.L.C. | 0.8 | | (0.2) | | 0.6 | | — | | — | | 0.6 | | | | | | |
Avalara, Inc. | 2.7 | | — | | 2.7 | | — | | — | | 2.7 | | | | | | |
Aventine Intermediate LLC & Aventine Holdings II LLC | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | | | | | | |
Avetta, LLC | 4.2 | | — | | 4.2 | | — | | — | | 4.2 | | | | | | |
AxiomSL Group, Inc. and Calypso Group, Inc. | 3.9 | | — | | 3.9 | | — | | — | | 3.9 | | | | | | |
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Banyan Software Holdings, LLC and Banyan Software, LP | 12.6 | | (1.0) | | 11.6 | | — | | — | | 11.6 | | | | | | |
Beacon Pointe Harmony, LLC | 4.5 | | — | | 4.5 | | — | | — | | 4.5 | | | | | | |
Belfor Holdings, Inc. | 25.0 | | (21.4) | | 3.6 | | — | | — | | 3.6 | | | | | | |
Benecon Midco II LLC and Locutus Holdco LLC | 4.5 | | — | | 4.5 | | — | | — | | 4.5 | | | | | | |
Benefytt Technologies, Inc. | 0.9 | | — | | 0.9 | | — | | (0.9) | | — | | | | | | |
Berner Food & Beverage, LLC | 1.7 | | (0.9) | | 0.8 | | — | | — | | 0.8 | | | | | | |
BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC | 3.0 | | (0.4) | | 2.6 | | — | | — | | 2.6 | | | | | | |
Borrower R365 Holdings LLC | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | | | | | | |
Bottomline Technologies, Inc. and Legal Spend Holdings, LLC | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | | | | | | |
Bragg Live Food Products, LLC and SPC Investment Co., L.P. | 4.4 | | (0.7) | | 3.7 | | — | | — | | 3.7 | | | | | | |
Businessolver.com, Inc. | 3.6 | | — | | 3.6 | | — | | — | | 3.6 | | | | | | |
Cadence Aerospace, LLC | 15.4 | | (15.4) | | — | | — | | — | | — | | | | | | |
Caerus Midco 3 S.Ã r.l. | 4.1 | | — | | 4.1 | | — | | — | | 4.1 | | | | | | |
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Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP | 15.3 | | (8.8) | | 6.5 | | — | | — | | 6.5 | | | | | | |
Captive Resources Midco, LLC | 1.2 | | — | | 1.2 | | — | | — | | 1.2 | | | | | | |
Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc. | 5.0 | | (5.0) | | — | | — | | — | | — | | | | | | |
CCS-CMGC Holdings, Inc. | 12.0 | | (5.5) | | 6.5 | | — | | — | | 6.5 | | | | | | |
CDI Holdings III Corp. and CDI Holdings I Corp. | 0.9 | | — | | 0.9 | | — | | — | | 0.9 | | | | | | |
Center for Autism and Related Disorders, LLC | 10.5 | | (9.2) | | 1.3 | | — | | (1.3) | | — | | | | | | |
Centric Brands LLC and Centric Brands GP LLC | 8.6 | | (5.4) | | 3.2 | | — | | — | | 3.2 | | | | | | |
Chariot Buyer LLC | 12.3 | | (3.2) | | 9.1 | | — | | — | | 9.1 | | | | | | |
Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC | 9.5 | | — | | 9.5 | | — | | — | | 9.5 | | | | | | |
CMG HoldCo, LLC and CMG Buyer Holdings, Inc. | 10.2 | | (0.8) | | 9.4 | | — | | — | | 9.4 | | | | | | |
Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc. | 7.8 | | (2.5) | | 5.3 | | — | | — | | 5.3 | | | | | | |
Commercial Trailer Leasing, Inc. | 0.6 | | — | | 0.6 | | — | | — | | 0.6 | | | | | | |
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(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments | | | | | |
Community Brands ParentCo, LLC | 7.2 | | — | | 7.2 | | — | | — | | 7.2 | | | | | | |
Compex Legal Services, Inc. | 3.6 | | (2.2) | | 1.4 | | — | | — | | 1.4 | | | | | | |
Comprehensive EyeCare Partners, LLC | 1.9 | | (1.9) | | — | | — | | — | | — | | | | | | |
Concert Golf Partners Holdco LLC | 3.1 | | — | | 3.1 | | — | | — | | 3.1 | | | | | | |
Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P. | 13.5 | | (0.9) | | 12.6 | | — | | — | | 12.6 | | | | | | |
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Continental Café, LLC and Infinity Ovation Yacht Charters, LLC | 8.0 | | (0.9) | | 7.1 | | — | | — | | 7.1 | | | | | | |
Convera International Holdings Limited and Convera International Financial S.A R.L. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | | | | | | |
CoreLogic, Inc. and T-VIII Celestial Co-Invest LP | 38.9 | | — | | 38.9 | | — | | — | | 38.9 | | | | | | |
Cority Software Inc., Cority Software (USA) Inc., and Cority Parent, Inc. | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | | | | | | |
Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc. | 38.7 | | (24.5) | | 14.2 | | — | | — | | 14.2 | | | | | | |
Coupa Holdings, LLC and Coupa Software Incorporated | 0.9 | | — | | 0.9 | | — | | — | | 0.9 | | | | | | |
Covaris Intermediate 3, LLC & Covaris Parent, LLC | 22.2 | | (1.5) | | 20.7 | | — | | — | | 20.7 | | | | | | |
Coyote Buyer, LLC | 5.8 | | — | | 5.8 | | — | | — | | 5.8 | | | | | | |
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Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC | 3.2 | | — | | 3.2 | | — | | — | | 3.2 | | | | | | |
CST Holding Company | 1.9 | | (0.2) | | 1.7 | | — | | — | | 1.7 | | | | | | |
CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC | 22.6 | | — | | 22.6 | | — | | — | | 22.6 | | | | | | |
DecoPac, Inc. and KCAKE Holdings Inc. | 16.5 | | (4.7) | | 11.8 | | — | | — | | 11.8 | | | | | | |
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Denali Holdco LLC and Denali Apexco LP | 11.4 | | (3.9) | | 7.5 | | — | | — | | 7.5 | | | | | | |
DFC Global Facility Borrower III LLC | 96.7 | | (81.0) | | 15.7 | | — | | — | | 15.7 | | | | | | |
DFS Holding Company, Inc. | 0.4 | | — | | 0.4 | | — | | — | | 0.4 | | | | | | |
Diligent Corporation and Diligent Preferred Issuer, Inc. | 2.2 | | (0.7) | | 1.5 | | — | | — | | 1.5 | | | | | | |
Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | | | | | | |
DRS Holdings III, Inc. and DRS Holdings I, Inc. | 10.8 | | — | | 10.8 | | — | | — | | 10.8 | | | | | | |
DS Admiral Bidco, LLC | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | | | | | | |
Dye & Durham Corporation | 15.1 | | (5.0) | | 10.1 | | — | | — | | 10.1 | | | | | | |
Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP | 7.1 | | (0.9) | | 6.2 | | — | | — | | 6.2 | | | | | | |
Elemica Parent, Inc. & EZ Elemica Holdings, Inc. | 4.1 | | (3.4) | | 0.7 | | — | | — | | 0.7 | | | | | | |
Elevation Services Parent Holdings, LLC | 17.1 | | (1.5) | | 15.6 | | — | | — | | 15.6 | | | | | | |
Emergency Communications Network, LLC | 6.9 | | (6.9) | | — | | — | | — | | — | | | | | | |
EP Wealth Advisors, LLC | 10.0 | | — | | 10.0 | | — | | — | | 10.0 | | | | | | |
EpiServer Inc. and Episerver Sweden Holdings AB | 14.5 | | — | | 14.5 | | — | | — | | 14.5 | | | | | | |
EPS NASS Parent, Inc. | 1.5 | | (1.0) | | 0.5 | | — | | — | | 0.5 | | | | | | |
eResearch Technology, Inc. and Astorg VII Co-Invest ERT | 2.5 | | — | | 2.5 | | — | | — | | 2.5 | | | | | | |
ESHA Research, LLC and RMCF VI CIV XLVIII, L.P. | 1.1 | | — | | 1.1 | | — | | — | | 1.1 | | | | | | |
Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC | 28.0 | | (11.6) | | 16.4 | | — | | — | | 16.4 | | | | | | |
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Extrahop Networks, Inc. | 13.0 | | — | | 13.0 | | — | | — | | 13.0 | | | | | | |
Faraday Buyer, LLC | 4.7 | | — | | 4.7 | | — | | — | | 4.7 | | | | | | |
FL Hawk Intermediate Holdings, Inc. | 0.5 | | — | | 0.5 | | — | | — | | 0.5 | | | | | | |
Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc. | 14.5 | | (7.4) | | 7.1 | | — | | — | | 7.1 | | | | | | |
FM:Systems Group, LLC | 1.5 | | — | | 1.5 | | — | | — | | 1.5 | | | | | | |
Forescout Technologies, Inc. | 14.2 | | (0.1) | | 14.1 | | — | | — | | 14.1 | | | | | | |
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Foundation Risk Partners, Corp. | 40.5 | | — | | 40.5 | | — | | — | | 40.5 | | | | | | |
FS Squared Holding Corp. and FS Squared, LLC | 9.6 | | (0.5) | | 9.1 | | — | | — | | 9.1 | | | | | | |
Galway Borrower LLC | 9.8 | | (2.3) | | 7.5 | | — | | — | | 7.5 | | | | | | |
Genesis Acquisition Co. and Genesis Ultimate Holding Co. | 1.5 | | (1.5) | | — | | — | | — | | — | | | | | | |
GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC | 47.5 | | — | | 47.5 | | — | | — | | 47.5 | | | | | | |
GI Ranger Intermediate LLC | 9.2 | | (0.4) | | 8.8 | | — | | — | | 8.8 | | | | | | |
Global Music Rights, LLC | 4.3 | | — | | 4.3 | | — | | — | | 4.3 | | | | | | |
GNZ Energy Bidco Limited and Galileo Co-investment Trust I | 3.1 | | — | | 3.1 | | — | | — | | 3.1 | | | | | | |
Gotham Greens Holdings, PBC | 22.5 | | — | | 22.5 | | — | | (12.9) | | 9.6 | | | | | | |
GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC | 5.0 | | — | | 5.0 | | — | | — | | 5.0 | | | | | | |
GroundWorks, LLC | 1.9 | | — | | 1.9 | | — | | — | | 1.9 | | | | | | |
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(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments | | | | | |
HAI Acquisition Corporation and Aloha Topco, LLC | 19.0 | | — | | 19.0 | | — | | — | | 19.0 | | | | | | |
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Harvey Tool Company, LLC | 28.5 | | (5.2) | | 23.3 | | — | | — | | 23.3 | | | | | | |
HealthEdge Software, Inc. | 33.5 | | (2.7) | | 30.8 | | — | | — | | 30.8 | | | | | | |
Heavy Construction Systems Specialists, LLC | 4.0 | | — | | 4.0 | | — | | — | | 4.0 | | | | | | |
Help/Systems Holdings, Inc. | 7.5 | | — | | 7.5 | | — | | — | | 7.5 | | | | | | |
HGC Holdings, LLC | 7.5 | | — | | 7.5 | | — | | — | | 7.5 | | | | | | |
HH-Stella, Inc. and Bedrock Parent Holdings, LP | 11.7 | | (2.8) | | 8.9 | | — | | — | | 8.9 | | | | | | |
High Street Buyer, Inc. and High Street Holdco LLC | 25.5 | | — | | 25.5 | | — | | — | | 25.5 | | | | | | |
Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC | 9.5 | | (0.3) | | 9.2 | | — | | — | | 9.2 | | | | | | |
Hometown Food Company | 3.9 | | — | | 3.9 | | — | | — | | 3.9 | | | | | | |
Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP | 22.6 | | (9.4) | | 13.2 | | — | | — | | 13.2 | | | | | | |
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P. | 8.4 | | (0.4) | | 8.0 | | — | | — | | 8.0 | | | | | | |
Inszone Mid, LLC and INSZ Holdings, LLC | 15.8 | | — | | 15.8 | | — | | — | | 15.8 | | | | | | |
IQN Holding Corp. | 6.8 | | — | | 6.8 | | — | | — | | 6.8 | | | | | | |
ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P. | 9.8 | | (3.7) | | 6.1 | | — | | — | | 6.1 | | | | | | |
ITI Holdings, Inc. | 7.6 | | (7.6) | | — | | — | | — | | — | | | | | | |
JDC Healthcare Management, LLC | 4.9 | | (4.9) | | — | | — | | — | | — | | | | | | |
| | | | | | | | | | | |
K2 Insurance Services, LLC and K2 Holdco LP | 8.2 | | — | | 8.2 | | — | | — | | 8.2 | | | | | | |
Kaseya Inc. and Knockout Intermediate Holdings I Inc. | 31.2 | | (1.3) | | 29.9 | | — | | — | | 29.9 | | | | | | |
KBHS Acquisition, LLC (d/b/a Alita Care, LLC) | 5.0 | | (4.3) | | 0.7 | | — | | — | | 0.7 | | | | | | |
Kene Acquisition, Inc. and Kene Holdings, L.P. | 8.9 | | (0.2) | | 8.7 | | — | | — | | 8.7 | | | | | | |
Laboratories Bidco LLC and Laboratories Topco LLC | 41.3 | | (13.4) | | 27.9 | | — | | — | | 27.9 | | | | | | |
LeanTaaS Holdings, Inc. | 48.6 | | — | | 48.6 | | — | | — | | 48.6 | | | | | | |
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. | 1.5 | | (0.2) | | 1.3 | | — | | — | | 1.3 | | | | | | |
Lew's Intermediate Holdings, LLC | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | | | | | | |
Lido Advisors, LLC | 0.8 | | (0.6) | | 0.2 | | — | | — | | 0.2 | | | | | | |
| | | | | | | | | | | |
LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P. | 9.6 | | — | | 9.6 | | — | | — | | 9.6 | | | | | | |
LJP Purchaser, Inc. and LJP Topco, LP | 4.4 | | — | | 4.4 | | — | | — | | 4.4 | | | | | | |
Lower ACS, Inc. | 25.9 | | — | | 25.9 | | — | | — | | 25.9 | | | | | | |
| | | | | | | | | | | |
Majesco and Magic Topco, L.P. | 2.0 | | — | | 2.0 | | — | | — | | 2.0 | | | | | | |
| | | | | | | | | | | |
Manna Pro Products, LLC | 7.0 | | (5.1) | | 1.9 | | — | | — | | 1.9 | | | | | | |
Marmic Purchaser, LLC and Marmic Topco, L.P. | 6.4 | | — | | 6.4 | | — | | — | | 6.4 | | | | | | |
Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP | 32.9 | | (19.0) | | 13.9 | | — | | — | | 13.9 | | | | | | |
McKenzie Creative Brands, LLC | 4.5 | | — | | 4.5 | | — | | — | | 4.5 | | | | | | |
Medline Borrower, LP | 6.9 | | (0.1) | | 6.8 | | — | | — | | 6.8 | | | | | | |
Micromeritics Instrument Corp. | 4.1 | | — | | 4.1 | | — | | — | | 4.1 | | | | | | |
Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp | 15.1 | | — | | 15.1 | | — | | — | | 15.1 | | | | | | |
Ministry Brands Holdings, LLC and RCP MB Investments B, L.P. | 28.4 | | (2.0) | | 26.4 | | — | | — | | 26.4 | | | | | | |
Monica Holdco (US) Inc. | 3.6 | | (3.6) | | — | | — | | — | | — | | | | | | |
| | | | | | | | | | | |
Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC | 19.0 | | — | | 19.0 | | — | | — | | 19.0 | | | | | | |
MRI Software LLC | 7.9 | | — | | 7.9 | | — | | — | | 7.9 | | | | | | |
Murchison Oil and Gas, LLC and Murchison Holdings, LLC | 9.2 | | — | | 9.2 | | — | | — | | 9.2 | | | | | | |
n2y Holding, LLC | 0.1 | | (0.1) | | — | | — | | — | | — | | | | | | |
NAS, LLC and Nationwide Marketing Group, LLC | 3.0 | | (0.6) | | 2.4 | | — | | — | | 2.4 | | | | | | |
National Intergovernmental Purchasing Alliance Company | 9.0 | | — | | 9.0 | | — | | — | | 9.0 | | | | | | |
NCWS Intermediate, Inc. and NCWS Holdings LP | 28.1 | | — | | 28.1 | | — | | — | | 28.1 | | | | | | |
Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V. | 0.6 | | (0.2) | | 0.4 | | — | | — | | 0.4 | | | | | | |
Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P. | 12.6 | | — | | 12.6 | | — | | — | | 12.6 | | | | | | |
| | | | | | | | | | | |
NMC Skincare Intermediate Holdings II, LLC | 12.7 | | — | | 12.7 | | — | | — | | 12.7 | | | | | | |
NMN Holdings III Corp. and NMN Holdings LP | 12.5 | | (6.1) | | 6.4 | | — | | — | | 6.4 | | | | | | |
Noble Aerospace, LLC | 5.6 | | (2.2) | | 3.4 | | — | | — | | 3.4 | | | | | | |
North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC | 8.1 | | — | | 8.1 | | — | | — | | 8.1 | | | | | | |
| | | | | | | | | | | |
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC | 13.8 | | — | | 13.8 | | — | | — | | 13.8 | | | | | | |
North Haven Stack Buyer, LLC | 4.3 | | (1.0) | | 3.3 | | — | | — | | 3.3 | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments | | | | | |
Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC | 5.2 | | — | | 5.2 | | — | | (0.5) | | 4.7 | | | | | | |
| | | | | | | | | | | |
OneDigital Borrower LLC | 7.5 | | (0.4) | | 7.1 | | — | | — | | 7.1 | | | | | | |
Pathway Vet Alliance LLC and Jedi Group Holdings LLC | 1.9 | | — | | 1.9 | | — | | — | | 1.9 | | | | | | |
Patriot Growth Insurance Services, LLC | 2.2 | | — | | 2.2 | | — | | — | | 2.2 | | | | | | |
| | | | | | | | | | | |
PDDS HoldCo, Inc. | 2.1 | | — | | 2.1 | | — | | — | | 2.1 | | | | | | |
PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC | 7.6 | | (3.8) | | 3.8 | | — | | — | | 3.8 | | | | | | |
Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC | 11.6 | | (3.9) | | 7.7 | | — | | — | | 7.7 | | | | | | |
Pelican Products, Inc. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | | | | | | |
People Corporation | 20.2 | | (1.3) | | 18.9 | | — | | — | | 18.9 | | | | | | |
Perforce Software, Inc. | 0.5 | | — | | 0.5 | | — | | — | | 0.5 | | | | | | |
PestCo Holdings, LLC and PestCo, LLC | 0.9 | | — | | 0.9 | | — | | — | | 0.9 | | | | | | |
Petroleum Service Group LLC | 17.5 | | (3.5) | | 14.0 | | — | | — | | 14.0 | | | | | | |
Petrus Buyer, Inc. | 2.7 | | — | | 2.7 | | — | | — | | 2.7 | | | | | | |
Petvisor Holdings, LLC | 31.8 | | — | | 31.8 | | — | | — | | 31.8 | | | | | | |
Ping Identity Holding Corp. | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | | | | | | |
Pluralsight, Inc. | 0.3 | | (0.2) | | 0.1 | | — | | — | | 0.1 | | | | | | |
Precision Concepts International LLC and Precision Concepts Canada Corporation | 19.2 | | (8.2) | | 11.0 | | — | | — | | 11.0 | | | | | | |
Premier Specialties, Inc. and RMCF V CIV XLIV, L.P. | 11.0 | | (2.3) | | 8.7 | | — | | — | | 8.7 | | | | | | |
Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP | 36.0 | | (0.6) | | 35.4 | | — | | — | | 35.4 | | | | | | |
Prime Buyer, L.L.C. | 15.9 | | (0.7) | | 15.2 | | — | | — | | 15.2 | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P. | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | | | | | | |
Project Essential Bidco, Inc. and Project Essential Super Parent, Inc. | 1.1 | | — | | 1.1 | | — | | — | | 1.1 | | | | | | |
Project Potter Buyer, LLC and Project Potter Parent, L.P. | 5.5 | | (2.1) | | 3.4 | | — | | — | | 3.4 | | | | | | |
Proofpoint, Inc. | 3.1 | | — | | 3.1 | | — | | — | | 3.1 | | | | | | |
PS Operating Company LLC and PS Op Holdings LLC | 5.9 | | (4.5) | | 1.4 | | — | | — | | 1.4 | | | | | | |
Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings LLC | 2.2 | | (0.4) | | 1.8 | | — | | — | | 1.8 | | | | | | |
Pyramid-BMC IntermediateCo I, LLC and Pyramid Investors, LLC | 1.6 | | — | | 1.6 | | — | | — | | 1.6 | | | | | | |
QF Holdings, Inc. | 1.1 | | (0.2) | | 0.9 | | — | | — | | 0.9 | | | | | | |
Qnnect, LLC and Connector TopCo, LP | 2.7 | | — | | 2.7 | | — | | — | | 2.7 | | | | | | |
Radius Aerospace, Inc. and Radius Aerospace Europe Limited | 2.8 | | (0.6) | | 2.2 | | — | | — | | 2.2 | | | | | | |
Radwell Parent, LLC | 4.4 | | (0.6) | | 3.8 | | — | | — | | 3.8 | | | | | | |
Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC | 4.4 | | — | | 4.4 | | — | | — | | 4.4 | | | | | | |
| | | | | | | | | | | |
RB Holdings InterCo, LLC | 5.6 | | (1.8) | | 3.8 | | — | | — | | 3.8 | | | | | | |
Reddy Ice LLC | 0.2 | | (0.1) | | 0.1 | | — | | — | | 0.1 | | | | | | |
Redwood Services, LLC and Redwood Services Holdco, LLC | 3.8 | | — | | 3.8 | | — | | — | | 3.8 | | | | | | |
Reef Lifestyle, LLC | 53.0 | | (53.0) | | — | | — | | — | | — | | | | | | |
Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P. | 28.0 | | — | | 28.0 | | — | | — | | 28.0 | | | | | | |
Relativity ODA LLC | 3.8 | | — | | 3.8 | | — | | — | | 3.8 | | | | | | |
Repairify, Inc. and Repairify Holdings, LLC | 7.3 | | (1.2) | | 6.1 | | — | | — | | 6.1 | | | | | | |
Revalize, Inc. | 0.9 | | — | | 0.9 | | — | | — | | 0.9 | | | | | | |
Rialto Management Group, LLC | 1.3 | | (0.3) | | 1.0 | | — | | — | | 1.0 | | | | | | |
Riser Merger Sub, Inc. | 1.4 | | (0.4) | | 1.0 | | — | | — | | 1.0 | | | | | | |
| | | | | | | | | | | |
RMS HoldCo II, LLC & RMS Group Holdings, Inc. | 2.9 | | — | | 2.9 | | — | | — | | 2.9 | | | | | | |
Rodeo AcquisitionCo LLC | 6.2 | | (1.7) | | 4.5 | | — | | — | | 4.5 | | | | | | |
RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc. | 0.6 | | (0.3) | | 0.3 | | — | | — | | 0.3 | | | | | | |
RTI Surgical, Inc. and Pioneer Surgical Technology, Inc. | 15.9 | | (6.1) | | 9.8 | | — | | — | | 9.8 | | | | | | |
| | | | | | | | | | | |
SageSure Holdings, LLC & Insight Catastrophe Group, LLC | 3.1 | | — | | 3.1 | | — | | — | | 3.1 | | | | | | |
Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P. | 3.3 | | (0.5) | | 2.8 | | — | | — | | 2.8 | | | | | | |
SCIH Salt Holdings Inc. | 7.5 | | — | | 7.5 | | — | | — | | 7.5 | | | | | | |
SCM Insurance Services Inc. | 4.0 | | — | | 4.0 | | — | | — | | 4.0 | | | | | | |
SFE Intermediate Holdco LLC | 15.2 | | (8.3) | | 6.9 | | — | | — | | 6.9 | | | | | | |
Shermco Intermediate Holdings, Inc. | 4.0 | | (1.6) | | 2.4 | | — | | — | | 2.4 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments | | | | | |
Shock Doctor, Inc. and Shock Doctor Holdings, LLC | 2.5 | | (1.7) | | 0.8 | | — | | — | | 0.8 | | | | | | |
Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc. | 5.0 | | — | | 5.0 | | — | | — | | 5.0 | | | | | | |
SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC | 7.1 | | — | | 7.1 | | — | | — | | 7.1 | | | | | | |
| | | | | | | | | | | |
SM Wellness Holdings, Inc. and SM Holdco, LLC | 3.8 | | — | | 3.8 | | — | | — | | 3.8 | | | | | | |
Smarsh Inc. and Skywalker TopCo, LLC | 2.0 | | (0.1) | | 1.9 | | — | | — | | 1.9 | | | | | | |
Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp | 1.7 | | — | | 1.7 | | — | | — | | 1.7 | | | | | | |
| | | | | | | | | | | |
Star US Bidco LLC | 8.5 | | — | | 8.5 | | — | | — | | 8.5 | | | | | | |
Sun Acquirer Corp. and Sun TopCo, LP | 21.3 | | (1.6) | | 19.7 | | — | | — | | 19.7 | | | | | | |
Sundance Group Holdings, Inc. | 3.0 | | (0.3) | | 2.7 | | — | | — | | 2.7 | | | | | | |
Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon | 6.0 | | (0.3) | | 5.7 | | — | | — | | 5.7 | | | | | | |
Sunrun Luna Holdco 2021, LLC | 75.0 | | (65.3) | | 9.7 | | — | | — | | 9.7 | | | | | | |
SV-Burton Holdings, LLC and LBC Breeze Holdings LLC | 12.5 | | (0.4) | | 12.1 | | — | | — | | 12.1 | | | | | | |
Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc. | 7.0 | | — | | 7.0 | | — | | — | | 7.0 | | | | | | |
Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC | 4.2 | | — | | 4.2 | | — | | — | | 4.2 | | | | | | |
Systems Planning and Analysis, Inc. | 4.0 | | (1.1) | | 2.9 | | — | | — | | 2.9 | | | | | | |
TA/WEG Holdings, LLC | 2.0 | | — | | 2.0 | | — | | — | | 2.0 | | | | | | |
Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C. | 7.5 | | (1.2) | | 6.3 | | — | | — | | 6.3 | | | | | | |
Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P. | 1.7 | | (1.1) | | 0.6 | | — | | — | | 0.6 | | | | | | |
TCP Hawker Intermediate LLC | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | | | | | | |
TerSera Therapeutics LLC | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | | | | | | |
The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc. | 1.1 | | — | | 1.1 | | — | | — | | 1.1 | | | | | | |
The Arcticom Group, LLC and AMCP Mechanical Holdings, LP | 12.6 | | (7.5) | | 5.1 | | — | | — | | 5.1 | | | | | | |
The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC | 1.5 | | — | | 1.5 | | — | | — | | 1.5 | | | | | | |
The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P. | 14.4 | | (2.1) | | 12.3 | | — | | — | | 12.3 | | | | | | |
The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP | 6.9 | | — | | 6.9 | | — | | — | | 6.9 | | | | | | |
Thermostat Purchaser III, Inc. | 11.7 | | (0.2) | | 11.5 | | — | | — | | 11.5 | | | | | | |
THG Acquisition, LLC | 14.9 | | (1.0) | | 13.9 | | — | | — | | 13.9 | | | | | | |
TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P. | 19.0 | | — | | 19.0 | | — | | — | | 19.0 | | | | | | |
Trader Corporation and Project Auto Finco Corp. | 0.6 | | — | | 0.6 | | — | | — | | 0.6 | | | | | | |
Two Six Labs, LLC | 10.3 | | — | | 10.3 | | — | | — | | 10.3 | | | | | | |
UKG Inc. and H&F Unite Partners, L.P. | 25.0 | | (11.0) | | 14.0 | | — | | — | | 14.0 | | | | | | |
United Digestive MSO Parent, LLC and Koln Co-Invest Unblocked, LP | 8.6 | | — | | 8.6 | | — | | — | | 8.6 | | | | | | |
US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P. | 9.9 | | — | | 9.9 | | — | | — | | 9.9 | | | | | | |
Verista, Inc. | 8.2 | | (2.4) | | 5.8 | | — | | — | | 5.8 | | | | | | |
Verscend Holding Corp. | 22.5 | | — | | 22.5 | | — | | — | | 22.5 | | | | | | |
VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P. | 7.6 | | (0.2) | | 7.4 | | — | | — | | 7.4 | | | | | | |
VRC Companies, LLC | 5.4 | | — | | 5.4 | | — | | — | | 5.4 | | | | | | |
VS Buyer, LLC | 8.1 | | — | | 8.1 | | — | | — | | 8.1 | | | | | | |
| | | | | | | | | | | |
Waverly Advisors, LLC | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | | | | | | |
WebPT, Inc. | 0.9 | | (0.6) | | 0.3 | | — | | — | | 0.3 | | | | | | |
Wellness AcquisitionCo, Inc. | 3.9 | | — | | 3.9 | | — | | — | | 3.9 | | | | | | |
Wildcat BuyerCo, Inc. and Wildcat Parent, LP | 4.1 | | (0.8) | | 3.3 | | — | | — | | 3.3 | | | | | | |
WorkWave Intermediate II, LLC | 5.2 | | — | | 5.2 | | — | | — | | 5.2 | | | | | | |
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. | 4.0 | | (0.7) | | 3.3 | | — | | — | | 3.3 | | | | | | |
WSHP FC Acquisition LLC and WSHP FC Holdings LLC | 33.8 | | (13.7) | | 20.1 | | — | | — | | 20.1 | | | | | | |
XIFIN, Inc. and ACP Charger Co-Invest LLC | 5.6 | | (2.2) | | 3.4 | | — | | — | | 3.4 | | | | | | |
YE Brands Holdings, LLC | 2.2 | | — | | 2.2 | | — | | — | | 2.2 | | | | | | |
ZB Holdco LLC & ZB Parent LLC | 8.3 | | (0.1) | | 8.2 | | — | | — | | 8.2 | | | | | | |
ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP | 12.8 | | — | | 12.8 | | — | | — | | 12.8 | | | | | | |
| $ | 2,559.4 | | $ | (609.4) | | $ | 1,950.0 | | $ | — | | $ | (15.6) | | $ | 1,934.4 | | | | | | |
(16)As of March 31, 2023, the Company was party to agreements to fund equity investment commitments as follows:
| | | | | | | | | | | | | | | | | |
(in millions) Company | Total equity commitments | Less: funded equity commitments | Total unfunded equity commitments | Less: equity commitments substantially at the discretion of the Company | Total net adjusted unfunded equity commitments |
Apex Clean Energy TopCo, LLC | $ | 36.2 | | $ | — | | $ | 36.2 | | $ | — | | $ | 36.2 | |
AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP | 1.2 | | — | | 1.2 | | — | | 1.2 | |
Athyrium Buffalo LP | 7.9 | | — | | 7.9 | | (7.9) | | — | |
European Capital UK SME Debt LP | 55.6 | | (50.3) | | 5.3 | | (5.3) | | — | |
High Street Buyer, Inc. and High Street Holdco LLC | 13.5 | | — | | 13.5 | | — | | 13.5 | |
LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P. | 1.9 | | — | | 1.9 | | — | | 1.9 | |
Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp | 1.0 | | — | | 1.0 | | — | | 1.0 | |
PCG-Ares Sidecar Investment, L.P. and PCG-Ares Sidecar Investment II, L.P. | 50.0 | | (12.4) | | 37.6 | | (37.6) | | — | |
Worldwide Produce Acquisition, LLC and REP WWP Coinvest IV, L.P. | 0.2 | | — | | 0.2 | | — | | 0.2 | |
| $ | 167.5 | | $ | (62.7) | | $ | 104.8 | | $ | (50.8) | | $ | 54.0 | |
(17)As of March 31, 2023, the Company had commitments to co-invest in the SDLP for its portion of the SDLP’s commitment to fund delayed draw loans of up to $50. See Note 4 to the consolidated financial statements for more information on the SDLP.
(18)Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 8 to the consolidated financial statements for more information regarding the fair value of the Company’s investments.
(19)As of March 31, 2023, the estimated net unrealized loss for federal tax purposes was $0.3 billion based on a tax cost basis of $21.5 billion. As of March 31, 2023, the estimated aggregate gross unrealized loss for federal income tax purposes was $1.4 billion and the estimated aggregate gross unrealized gain for federal income tax purposes was $1.1 billion.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company (1) | | Business Description | | Investment | | Coupon (3) | Reference (7) | Spread (3) | | Acquisition Date | | Maturity Date | | Shares/Units | Principal | | Amortized Cost | | Fair Value | | % of Net Assets |
Software and Services | | | | | | | | | | | | | | | | | | | | | |
2U, Inc. | | Provider of course design and learning management system to educational institutions | | First lien senior secured loan | | 10.16% | LIBOR (Q) | 5.75% | | 6/2021 | | 12/2024 | | | $ | 14.6 | | | $ | 14.4 | | | $ | 14.3 | | (2)(6)(11) | |
AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC (15) | | Payment processing solution provider | | First lien senior secured loan | | 10.64% | SOFR (A) | 5.75% | | 6/2022 | | 6/2028 | | | 120.6 | | | 118.4 | | | 115.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.45% | SOFR (A) | 5.75% | | 2/2020 | | 6/2028 | | | 63.3 | | | 63.3 | | | 60.8 | | (2)(11) | |
| | | | Senior subordinated loan | | 14.70% PIK | SOFR (Q) | 10.00% | | 2/2020 | | 6/2030 | | | 56.8 | | | 56.8 | | | 54.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 238.5 | | | 230.9 | | | |
Anaplan, Inc. (15) | | Provider of cloud-based connected planning platforms for business analytics | | First lien senior secured loan | | 10.82% | SOFR (M) | 6.50% | | 6/2022 | | 6/2029 | | | 1.8 | | | 1.8 | | | 1.7 | | (2)(11) | |
Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua (15) | | Provider of intellectual property management lifecycle software | | First lien senior secured loan | | 7.52% | Euribor (S) | 5.50% | | 4/2019 | | 4/2026 | | | 4.4 | | | 4.6 | | | 4.4 | | (2) | |
| | | | First lien senior secured loan | | 9.11% | LIBOR (S) | 5.25% | | 6/2021 | | 4/2026 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | Limited partnership units | | | | | | 6/2019 | | | | 4,400,000 | | | 4.2 | | | 8.3 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 9.8 | | | 13.7 | | | |
APG Intermediate Holdings Corporation and APG Holdings, LLC (4)(15) | | Aircraft performance software provider | | First lien senior secured loan | | 10.36% | LIBOR (S) | 5.25% | | 1/2020 | | 1/2025 | | | 13.3 | | | 13.3 | | | 13.2 | | (2)(11) | |
| | | | Class A membership Units | | | | | | 1/2020 | | | | 9,750,000 | | | 9.8 | | | 8.6 | | (2) | |
| | | | | | | | | | | | | | | | | 23.1 | | | 21.8 | | | |
Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc. (15) | | Software platform for identification, prevention and management of substance use disorder | | First lien senior secured loan | | 11.54% | LIBOR (M) | 7.25% | | 5/2021 | | 5/2027 | | | 5.7 | | | 5.7 | | | 5.7 | | (2)(11) | |
| | | | Series A preferred shares | | 11.00% PIK | | | | 5/2021 | | | | 32,236 | | | 38.7 | | | 35.6 | | (2) | |
| | | | | | | | | | | | | | | | | 44.4 | | | 41.3 | | | |
Apptio, Inc. (15) | | Provider of cloud-based technology business management solutions | | First lien senior secured revolving loan | | 9.93% | LIBOR (Q) | 6.00% | | 1/2019 | | 1/2025 | | | 2.5 | | | 2.5 | | | 2.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.94% | LIBOR (Q) | 6.00% | | 1/2019 | | 1/2025 | | | 15.1 | | | 15.1 | | | 15.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 17.6 | | | 17.6 | | | |
Avalara, Inc. (15) | | Provider of cloud-based solutions for transaction tax compliance worldwide | | First lien senior secured loan | | 11.83% | SOFR (Q) | 7.25% | | 10/2022 | | 10/2028 | | | 72.2 | | | 72.2 | | | 70.4 | | (2)(11) | |
Avetta, LLC (15) | | Supply chain risk management SaaS platform for global enterprise clients | | First lien senior secured loan | | 10.16% | LIBOR (Q) | 5.75% | | 7/2021 | | 4/2024 | | | 0.2 | | | 0.2 | | | 0.1 | | (2)(11) | |
AxiomSL Group, Inc. and Calypso Group, Inc. (15) | | Provider of risk data management and regulatory reporting software | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 7/2021 | | 12/2027 | | | 21.2 | | | 20.8 | | | 21.2 | | (2)(11) | |
Banyan Software Holdings, LLC and Banyan Software, LP (15) | | Vertical software businesses holding company | | First lien senior secured revolving loan | | 10.88% | LIBOR (Q) | 6.50% | | 10/2020 | | 10/2025 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.23% | LIBOR (Q) | 6.50% | | 12/2021 | | 10/2026 | | | 20.3 | | | 20.3 | | | 20.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.23% | LIBOR (Q) | 6.50% | | 10/2020 | | 10/2026 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Preferred units | | | | | | 1/2022 | | | | 120,999 | | | 4.1 | | | 5.4 | | (2) | |
| | | | | | | | | | | | | | | | | 26.3 | | | 27.6 | | | |
Borrower R365 Holdings LLC (15) | | Provider of restaurant enterprise resource planning systems | | First lien senior secured loan | | 8.23% (3.00% PIK) | LIBOR (Q) | 3.50% | | 6/2021 | | 6/2027 | | | 15.9 | | | 15.7 | | | 15.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.23% (3.00% PIK) | LIBOR (Q) | 3.50% | | 1/2022 | | 6/2027 | | | 1.4 | | | 1.4 | | | 1.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 17.1 | | | 17.3 | | | |
Bottomline Technologies, Inc. (15) | | Provider of payment automation solutions | | First lien senior secured loan | | 9.82% | SOFR (M) | 5.50% | | 5/2022 | | 5/2029 | | | 18.0 | | | 18.0 | | | 17.6 | | (2)(11) | |
Businessolver.com, Inc. (15) | | Provider of SaaS-based benefits solutions for employers and employees | | First lien senior secured loan | | 9.67% | LIBOR (S) | 5.50% | | 12/2021 | | 12/2027 | | | 14.7 | | | 14.7 | | | 14.5 | | (2)(11) | |
CallMiner, Inc. | | Provider of cloud-based conversational analytics solutions | | Warrant to purchase shares of Series 1 preferred stock | | | | | | 7/2014 | | 7/2024 | | 2,350,636 | | | — | | | — | | | |
Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc. (15) | | Provider of software and technology-enabled content and analytical solutions to insurance brokers | | First lien senior secured revolving loan | | 11.00% | Base Rate (Q) | 3.50% | | 11/2020 | | 11/2025 | | | 3.4 | | | 3.4 | | | 3.0 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.46% | LIBOR (Q) | 7.75% | | 11/2020 | | 11/2028 | | | 64.3 | | | 64.3 | | | 57.8 | | (2)(11) | |
| | | | Series A preferred shares | | 15.73% PIK | LIBOR (Q) | 11.00% | | 11/2020 | | | | 24,898 | | | 32.1 | | | 26.3 | | (2) | |
| | | | Series A-2 preferred shares | | 15.73% PIK | LIBOR (Q) | 11.00% | | 12/2020 | | | | 8,963 | | | 11.4 | | | 9.4 | | (2) | |
| | | | Series A-3 preferred shares | | 11.00% PIK | | | | 11/2021 | | | | 11,952 | | | 13.5 | | | 11.1 | | (2) | |
| | | | | | | | | | | | | | | | | 124.7 | | | 107.6 | | | |
Community Brands ParentCo, LLC (15) | | Software and payment services provider to non-profit institutions | | First lien senior secured loan | | 10.17% | SOFR (M) | 5.75% | | 2/2022 | | 2/2028 | | | 10.6 | | | 10.6 | | | 10.4 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2016 | | | | 500,000 | | | 5.0 | | | 6.4 | | (2) | |
| | | | | | | | | | | | | | | | | 15.6 | | | 16.8 | | | |
Computer Services, Inc. | | Infrastructure software provider to community banks | | First lien senior secured loan | | 11.15% | SOFR (Q) | 6.75% | | 11/2022 | | 11/2029 | | | 34.1 | | | 34.1 | | | 33.0 | | (2)(11) | |
Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P. (15) | | Provider of sales software for the interior design industry | | First lien senior secured revolving loan | | 8.32% | EURIBOR (Q) | 6.25% | | 11/2021 | | 5/2028 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.48% | SOFR (Q) | 5.75% | | 6/2022 | | 5/2028 | | | 11.7 | | | 11.7 | | | 11.4 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.48% | SOFR (Q) | 5.75% | | 5/2021 | | 5/2028 | | | 74.8 | | | 74.8 | | | 72.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 8.39% | Euribor (Q) | 6.25% | | 11/2021 | | 5/2028 | | | 26.9 | | | 28.3 | | | 26.1 | | (2)(6) | |
| | | | Common units | | | | | | 5/2021 | | | | 4,799,000 | | | 4.8 | | | 6.5 | | (2)(6) | |
| | | | Series A common units | | | | | | 9/2022 | | | | 23,340 | | | 0.2 | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 120.6 | | | 117.4 | | | |
CoreLogic, Inc. and T-VIII Celestial Co-Invest LP (15) | | Provider of information, insight, analytics, software and other outsourced services primarily to the mortgage, real estate and insurance sectors | | Second lien senior secured loan | | 10.94% | LIBOR (M) | 6.50% | | 6/2021 | | 6/2029 | | | 155.7 | | | 155.7 | | | 129.2 | | (2)(11) | |
| | | | Limited partnership units | | | | | | 4/2021 | | | | 59,665,989 | | | 59.7 | | | 48.8 | | (2) | |
| | | | | | | | | | | | | | | | | 215.4 | | | 178.0 | | | |
Cority Software Inc., Cority Software (USA) Inc., and Cority Parent, Inc. (15) | | Provider of environmental, health and safety software to track compliance data | | First lien senior secured loan | | 10.31% | SOFR (Q) | 6.00% | | 9/2022 | | 7/2026 | | | 6.2 | | | 6.2 | | | 6.2 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.06% | SOFR (Q) | 5.50% | | 10/2019 | | 7/2026 | | | 4.4 | | | 4.4 | | | 4.3 | | (2)(6)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 11.06% | SOFR (Q) | 7.50% | | 9/2020 | | 7/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.06% | SOFR (Q) | 5.50% | | 7/2019 | | 7/2026 | | | 6.3 | | | 6.3 | | | 6.2 | | (2)(6)(11) | |
| | | | Preferred equity | | 9.00% PIK | | | | 7/2019 | | | | 198 | | | 0.3 | | | 0.7 | | (2)(6) | |
| | | | Common equity | | | | | | 7/2019 | | | | 190,143 | | | — | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 17.3 | | | 17.5 | | | |
Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc. (15) | | Provider of a cloud-based, SaaS platform for talent management | | First lien senior secured revolving loan | | 7.51% | LIBOR (M) | 3.25% | | 10/2021 | | 10/2026 | | | 21.9 | | | 21.9 | | | 19.7 | | (2)(14) | |
| | | | Second lien senior secured loan | | 10.88% | LIBOR (M) | 6.50% | | 10/2021 | | 10/2029 | | | 137.5 | | | 137.5 | | | 123.7 | | (2)(11) | |
| | | | Series A preferred shares | | 10.50% PIK | | | | 10/2021 | | | | 116,413 | | | 131.8 | | | 109.4 | | (2) | |
| | | | Class A-1 common stock | | | | | | 10/2021 | | | | 1,360,100 | | | 13.6 | | | 15.2 | | (2) | |
| | | | | | | | | | | | | | | | | 304.8 | | | 268.0 | | | |
Datix Bidco Limited | | Global healthcare software company that provides software solutions for patient safety and risk management | | First lien senior secured loan | | 8.95% | SOFR (S) | 4.50% | | 11/2022 | | 4/2025 | | | 4.3 | | | 4.2 | | | 4.2 | | (2)(6) | |
| | | | Second lien senior secured loan | | 12.20% | SOFR (S) | 7.75% | | 11/2022 | | 4/2026 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 4.9 | | | 4.9 | | | |
Dcert Buyer, Inc., DCert Preferred Holdings, Inc. and Destiny Digital Holdings, L.P. | | Provider of internet security tools and solutions | | First lien senior secured loan | | 8.70% | SOFR (S) | 4.00% | | 5/2022 | | 10/2026 | | | 1.0 | | | 1.0 | | | 0.9 | | (2) | |
| | | | Second lien senior secured loan | | 11.70% | SOFR (S) | 7.00% | | 5/2022 | | 2/2029 | | | 11.0 | | | 10.3 | | | 10.7 | | (2) | |
| | | | Series A preferred shares | | 10.50% PIK | | | | 5/2021 | | | | 129,822 | | | 153.0 | | | 134.6 | | (2) | |
| | | | Series A units | | | | | | 5/2021 | | | | 817,194 | | | 13.3 | | | 12.5 | | (2) | |
| | | | | | | | | | | | | | | | | 177.6 | | | 158.7 | | | |
Denali Holdco LLC and Denali Apexco LP (15) | | Provider of cybersecurity audit and assessment services | | First lien senior secured loan | | 10.52% | LIBOR (Q) | 5.75% | | 7/2022 | | 9/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.52% | LIBOR (Q) | 5.75% | | 9/2021 | | 9/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 2/2022 | | | | 2,549,000 | | | 2.5 | | | 2.4 | | (2) | |
| | | | | | | | | | | | | | | | | 2.7 | | | 2.6 | | | |
Diligent Corporation and Diligent Preferred Issuer, Inc. (15) | | Provider of secure SaaS solutions for board and leadership team documents | | First lien senior secured revolving loan | | 10.63% | LIBOR (M) | 6.25% | | 8/2020 | | 8/2025 | | | 0.7 | | | 0.6 | | | 0.7 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.63% | LIBOR (M) | 6.25% | | 8/2020 | | 8/2025 | | | 35.9 | | | 35.4 | | | 35.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.63% | LIBOR (M) | 6.25% | | 7/2021 | | 8/2025 | | | 2.0 | | | 2.0 | | | 2.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 3/2021 | | 8/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 4/2021 | | 8/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Preferred stock | | 10.50% PIK | | | | 4/2021 | | | | 13,140 | | | 15.0 | | | 13.8 | | (2) | |
| | | | | | | | | | | | | | | | | 53.2 | | | 51.9 | | | |
Drilling Info Holdings, Inc. and Titan DI Preferred Holdings, Inc. | | SaaS based business analytics company focused on oil and gas industry | | Second lien senior secured loan | | 12.63% | LIBOR (M) | 8.25% | | 2/2020 | | 7/2026 | | | 25.0 | | | 25.0 | | | 24.8 | | (2) | |
| | | | Preferred stock | | 13.50% PIK | | | | 2/2020 | | | | 29.53 | | | 42.4 | | | 41.6 | | (2) | |
| | | | | | | | | | | | | | | | | 67.4 | | | 66.4 | | | |
DS Admiral Bidco, LLC (15) | | Tax return software provider for government institutions | | First lien senior secured loan | | 10.16% | LIBOR (Q) | 5.75% | | 3/2021 | | 3/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dye & Durham Corporation (15) | | Provider of cloud-based software and technology solutions for the legal industry | | First lien senior secured revolving loan | | 11.20% | CDOR (M) | 4.75% | | 12/2021 | | 12/2026 | | | 5.0 | | | 5.0 | | | 5.0 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.69% | CDOR (Q) | 5.75% | | 12/2021 | | 12/2027 | | | 40.0 | | | 42.2 | | | 40.0 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 47.2 | | | 45.0 | | | |
Elemica Parent, Inc. & EZ Elemica Holdings, Inc. (15) | | SaaS based supply chain management software provider focused on chemical markets | | First lien senior secured revolving loan | | 10.51% | SOFR (Q) | 6.00% | | 9/2019 | | 9/2025 | | | 4.1 | | | 4.1 | | | 4.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.74% | LIBOR (Q) | 6.00% | | 9/2019 | | 9/2025 | | | 50.0 | | | 50.0 | | | 48.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 6.00% | | 9/2019 | | 9/2025 | | | 11.3 | | | 11.3 | | | 11.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 6.00% | | 12/2020 | | 9/2025 | | | 5.7 | | | 5.7 | | | 5.6 | | (2)(11) | |
| | | | Preferred equity | | | | | | 9/2019 | | | | 4,599 | | | 4.6 | | | 5.3 | | (2) | |
| | | | | | | | | | | | | | | | | 75.7 | | | 74.4 | | | |
EP Purchaser, LLC and TPG VIII EP Co-Invest II, L.P. | | Provider of entertainment workforce and production management solutions | | Second lien senior secured loan | | 11.23% | LIBOR (Q) | 6.50% | | 11/2021 | | 11/2029 | | | 177.9 | | | 177.9 | | | 176.1 | | (2)(11) | |
| | | | Partnership units | | | | | | 5/2019 | | | | 5,034,483 | | | 3.2 | | | 11.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 181.1 | | | 187.8 | | | |
EpiServer Inc. and Episerver Sweden Holdings AB (15) | | Provider of web content management and digital commerce solutions | | First lien senior secured loan | | 6.69% | Euribor (Q) | 5.50% | | 3/2019 | | 4/2026 | | | 5.6 | | | 5.9 | | | 5.5 | | (2)(6) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (Q) | 5.25% | | 12/2021 | | 4/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (Q) | 5.25% | | 10/2018 | | 4/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 6.1 | | | 5.7 | | | |
eResearch Technology, Inc. and Astorg VII Co-Invest ERT (15) | | Provider of mission-critical, software-enabled clinical research solutions | | Second lien senior secured loan | | 12.07% | LIBOR (M) | 8.00% | | 4/2021 | | 2/2028 | | | 30.6 | | | 29.8 | | | 27.2 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.38% | LIBOR (M) | 8.00% | | 2/2020 | | 2/2028 | | | 17.2 | | | 16.9 | | | 15.3 | | (2)(11) | |
| | | | Limited partnership interest | | | | | | 1/2020 | | | | 3,988,000 | | | 4.5 | | | 3.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 51.2 | | 46.2 | | |
ESHA Research, LLC and RMCF VI CIV XLVIII, L.P. (15) | | Provider of nutritional information and software as a services (SaaS) compliance solutions | | First lien senior secured loan | | 10.07% | SOFR (Q) | 6.25% | | 6/2022 | | 6/2028 | | | 6.8 | | 6.8 | | 6.7 | (2)(11) | |
| | | | Limited partner interests | | | | | | 6/2022 | | | | 6,046,628 | | | 6.0 | | 6.0 | | |
| | | | | | | | | | | | | | | | | 12.8 | | 12.7 | | |
Extrahop Networks, Inc. (15) | | Provider of real-time wire data analytics solutions for application and infrastructure monitoring | | First lien senior secured loan | | 12.23% | LIBOR (Q) | 7.50% | | 7/2021 | | 7/2027 | | | 20.2 | | 20.2 | | 20.2 | (2)(11) | |
First Insight, Inc. | | Software company providing merchandising and pricing solutions to companies worldwide | | Warrant to purchase units of Series C preferred stock | | | | | | 3/2014 | | 3/2024 | | 122,827 | | | — | | | — | | | |
FM:Systems Group, LLC (15) | | Provider of facilities and space management software solutions | | First lien senior secured loan | | 9.13% | LIBOR (S) | 5.75% | | 12/2019 | | 12/2024 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | First lien senior secured loan | | 10.96% | LIBOR (S) | 5.75% | | 6/2021 | | 12/2024 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.2 | | 0.2 | | |
Forescout Technologies, Inc. (15) | | Network access control solutions provider | | First lien senior secured loan | | 14.23% (9.50% PIK) | LIBOR (Q) | 9.50% | | 8/2020 | | 8/2026 | | | 23.8 | | 23.5 | | 23.8 | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 13.73% PIK | LIBOR (Q) | 9.00% | | 7/2022 | | 8/2026 | | | 12.6 | | 12.6 | | 12.6 | (2)(11) | |
| | | | | | | | | | | | | | | | | 36.1 | | 36.4 | | |
Genesis Acquisition Co. and Genesis Ultimate Holding Co. (15) | | Child care management software and services provider | | First lien senior secured revolving loan | | 7.92% | LIBOR (S) | 3.75% | | 7/2018 | | 7/2024 | | | 1.5 | | 1.5 | | 1.5 | (2) | |
| | | | First lien senior secured loan | | 7.92% | LIBOR (S) | 3.75% | | 7/2018 | | 7/2024 | | | 0.2 | | 0.2 | | 0.2 | (2) | |
| | | | First lien senior secured loan | | 8.42% | LIBOR (Q) | 4.25% | | 11/2021 | | 7/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Second lien senior secured loan | | 11.24% | LIBOR (Q) | 7.50% | | 7/2018 | | 7/2025 | | | 32.4 | | | 32.4 | | | 31.7 | | (2) | |
| | | | Second lien senior secured loan | | 11.24% | LIBOR (Q) | 7.50% | | 11/2021 | | 7/2025 | | | 21.1 | | | 21.1 | | | 20.7 | | (2)(11) | |
| | | | Second lien senior secured loan | | 11.24% | LIBOR (Q) | 7.50% | | 6/2021 | | 7/2025 | | | 7.5 | | | 7.5 | | | 7.4 | | (2) | |
| | | | Class A common stock | | | | | | 7/2018 | | | | 8.39 | | | 0.8 | | | 1.4 | | (2) | |
| | | | | | | | | | | | | | | | | 63.6 | | | 63.0 | | | |
GI Ranger Intermediate LLC (15) | | Provider of payment processing services and software to healthcare providers | | First lien senior secured revolving loan | | 10.73% | SOFR (Q) | 6.00% | | 10/2021 | | 10/2027 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.73% | SOFR (Q) | 6.00% | | 10/2021 | | 10/2028 | | | 10.2 | | | 10.2 | | | 10.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.73% | SOFR (Q) | 6.00% | | 3/2022 | | 10/2028 | | | 1.8 | | | 1.8 | | | 1.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 12.4 | | | 12.1 | | | |
GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC (15) | | Provider of data analysis, statistics, and visualization software solutions for scientific research applications | | First lien senior secured loan | | 10.73% | LIBOR (Q) | 6.00% | | 12/2017 | | 4/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 11/2021 | | 4/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 10/2021 | | 4/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.43% | LIBOR (Q) | 5.50% | | 4/2021 | | 4/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Senior subordinated loan | | 10.50% PIK | | | | 4/2021 | | 4/2032 | | | 43.5 | | | 43.5 | | | 40.0 | | (2) | |
| | | | Preferred units | | 14.00% PIK | | | | 4/2021 | | | | 1,828,644 | | | 57.5 | | | 57.5 | | | |
| | | | | | | | | | | | | | | | | 101.5 | | | 98.0 | | | |
GSV PracticeTek Holdings, LLC | | Software provider for medical practitioners | | Class A units | | 8.00% PIK | | | | 3/2021 | | | | 12,827,482 | | | 1.1 | | | 14.0 | | (2) | |
Heavy Construction Systems Specialists, LLC (15) | | Provider of construction software | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 11/2021 | | 11/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP (15) | | Insurance software provider | | First lien senior secured revolving loan | | 10.23% | LIBOR (Q) | 5.50% | | 11/2021 | | 11/2027 | | | 9.4 | | | 9.4 | | | 8.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 11/2021 | | 11/2028 | | | 60.4 | | | 60.4 | | | 56.1 | | (2)(11) | |
| | | | Senior subordinated loan | | 10.00% PIK | | | | 11/2021 | | 11/2031 | | | 99.5 | | | 99.5 | | | 82.6 | | (2) | |
| | | | Common units | | | | | | 11/2021 | | | | 4,243,657 | | | 8.8 | | | 5.5 | | (2) | |
| | | | | | | | | | | | | | | | | 178.1 | | | 152.9 | | | |
Imprivata, Inc. | | Provider of identity and access management solutions to the healthcare industry | | Second lien senior secured loan | | 10.57% | SOFR (M) | 6.25% | | 4/2022 | | 12/2028 | | | 16.1 | | | 15.9 | | | 15.1 | | (2)(11) | |
Inmar, Inc. | | Technology-driven solutions provider for retailers, wholesalers and manufacturers | | Second lien senior secured loan | | 12.38% | LIBOR (M) | 8.00% | | 4/2017 | | 5/2025 | | | 28.3 | | | 28.2 | | | 26.6 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
IQN Holding Corp. (15) | | Provider of extended workforce management software | | First lien senior secured loan | | 9.65% | SOFR (Q) | 5.25% | | 5/2022 | | 5/2029 | | | 23.5 | | | 23.5 | | | 23.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.71% | SOFR (Q) | 5.50% | | 5/2022 | | 5/2029 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 23.9 | | | 23.7 | | | |
IV Rollover Holdings, LLC | | Provider of cloud based IT solutions, infrastructure and services | | Class B units | | | | | | 5/2017 | | | | 170,490 | | | — | | | — | | | |
| | | | Class X units | | | | | | 5/2017 | | | | 5,000,000 | | | 2.0 | | | 2.1 | | (2) | |
| | | | | | | | | | | | | | | | | 2.0 | | | 2.1 | | | |
Kaseya Inc. and Knockout Intermediate Holdings I Inc. (15) | | Provider of cloud-based software and technology solutions for small and medium sized businesses | | First lien senior secured loan | | 10.33% | SOFR (Q) | 5.75% | | 6/2022 | | 6/2029 | | | 167.0 | | | 167.0 | | | 162.0 | | (2)(11) | |
| | | | Preferred stock | | 11.75% PIK | | | | 6/2022 | | | | 38,797 | | | 41.2 | | | 40.0 | | (2) | |
| | | | | | | | | | | | | | | | | 208.2 | | | 202.0 | | | |
LeanTaaS Holdings, Inc. (15) | | Provider of SaaS tools to optimize healthcare asset utilization | | First lien senior secured loan | | 12.08% | SOFR (Q) | 7.50% | | 7/2022 | | 7/2028 | | | 31.8 | | | 31.8 | | | 31.2 | | (2)(11) | |
Majesco and Magic Topco, L.P. (15) | | Insurance software provider | | First lien senior secured loan | | 11.98% | LIBOR (Q) | 7.25% | | 9/2020 | | 9/2027 | | | 30.3 | | | 30.3 | | | 30.3 | | (2)(11) | |
| | | | Class A units | | 9.00% PIK | | | | 9/2020 | | | | 2,539 | | | 3.1 | | | 3.6 | | (2) | |
| | | | Class B units | | | | | | 9/2020 | | | | 570,625 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 33.4 | | | 33.9 | | | |
Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp (15) | | Cybersecurity solutions provider | | First lien senior secured loan | | 10.17% | SOFR (M) | 5.75% | | 5/2022 | | 5/2029 | | | 102.1 | | | 102.1 | | | 99.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.18% | SONIA (Q) | 5.75% | | 5/2022 | | 5/2029 | | | 34.8 | | | 35.6 | | | 33.7 | | (2)(6)(11) | |
| | | | Limited partnership interest | | | | | | 5/2022 | | | | 3,974 | | | 38.8 | | | 39.4 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 176.5 | | | 172.2 | | | |
Ministry Brands Holdings, LLC and RCP MB Investments B, L.P. (15) | | Software and payment services provider to faith-based institutions | | First lien senior secured revolving loan | | 9.88% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2027 | | | 4.0 | | | 4.0 | | | 3.8 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2028 | | | 32.5 | | | 32.5 | | | 30.9 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 12/2021 | | | | 9,574,000 | | | 9.6 | | | 8.8 | | (2) | |
| | | | | | | | | | | | | | | | | 46.1 | | | 43.5 | | | |
Mitchell International, Inc. | | Provider of technology, connectivity, and information solutions to the property and casualty insurance industry | | Second lien senior secured loan | | 11.23% | LIBOR (Q) | 6.50% | | 10/2021 | | 10/2029 | | | 98.1 | | | 96.1 | | | 81.0 | | (2)(11)(18) | |
Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC (15) | | Leading technology solution provider for casing and auditioning to the entertainment industry | | First lien senior secured loan | | 10.32% | SOFR (M) | 6.00% | | 8/2022 | | 8/2028 | | | 25.1 | | | 25.1 | | | 24.6 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 8/2022 | | | | 45,320 | | | 4.5 | | | 4.5 | | | |
| | | | | | | | | | | | | | | | | 29.6 | | | 29.1 | | | |
MRI Software LLC (15) | | Provider of real estate and investment management software | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 2/2020 | | 2/2026 | | | 47.1 | | | 47.1 | | | 45.6 | | (11) | |
| | | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 8/2020 | | 2/2026 | | | 17.4 | | | 17.4 | | | 16.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 64.5 | | | 62.4 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OpenMarket Inc. | | Provider of cloud-based mobile engagement platform | | First lien senior secured loan | | 10.98% | LIBOR (Q) | 6.25% | | 9/2021 | | 9/2026 | | | 51.6 | | | 51.6 | | | 51.1 | | (2)(6)(11) | |
Paya, Inc and GTCR-Ultra Holdings LLC (15) | | Provider of payment processing and merchant acquiring solutions | | Class B units | | | | | | 8/2017 | | | | 2,878,372 | | | — | | | 2.6 | | (2) | |
PayNearMe, Inc. | | Electronic cash payment system provider | | Warrant to purchase shares of Series E preferred stock | | | | | | 3/2016 | | 3/2023 | | 195,726 | | | 0.2 | | | — | | | |
PDDS HoldCo, Inc. (15) | | Provider of cloud-based dental practice management software | | First lien senior secured loan | | 12.30% | SOFR (Q) | 7.50% | | 7/2022 | | 7/2028 | | | 9.4 | | | 9.4 | | | 9.2 | | (2)(11) | |
PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC (15) | | Provider of enterprise management software for the convenience retail and petroleum wholesale market | | First lien senior secured revolving loan | | 8.82% | LIBOR (Q) | 4.50% | | 3/2019 | | 10/2024 | | | 6.1 | | | 6.1 | | | 6.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.73% | LIBOR (Q) | 4.50% | | 3/2019 | | 10/2024 | | | 52.9 | | | 52.9 | | | 51.9 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.18% | LIBOR (Q) | 8.50% | | 3/2019 | | 10/2025 | | | 70.1 | | | 70.1 | | | 68.7 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.18% | LIBOR (Q) | 8.50% | | 4/2021 | | 10/2025 | | | 8.7 | | | 8.7 | | | 8.6 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.18% | LIBOR (Q) | 8.50% | | 12/2020 | | 10/2025 | | | 8.3 | | | 8.3 | | | 8.1 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.18% | LIBOR (Q) | 8.50% | | 12/2021 | | 10/2025 | | | 7.2 | | | 7.2 | | | 7.1 | | (2)(11) | |
| | | | Series A preferred stock | | 13.25% PIK | | | | 3/2019 | | | | 13,656 | | | 22.3 | | | 21.2 | | (2) | |
| | | | Class A units | | | | | | 3/2019 | | | | 2,062,493 | | | 2.1 | | | 2.7 | | (2) | |
| | | | | | | | | | | | | | | | | 177.7 | | | 174.3 | | | |
Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC (15) | | Provider of plant maintenance and scheduling software | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 10/2020 | | 5/2025 | | | 13.7 | | | 13.7 | | | 13.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 6/2020 | | 5/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (Q) | 5.25% | | 5/2019 | | 5/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Class A units | | | | | | 5/2019 | | | | 5,000 | | | 5.0 | | | 14.3 | | | |
| | | | | | | | | | | | | | | | | 19.0 | | | 28.3 | | | |
Petvisor Holdings, LLC (15) | | Provider of veterinarian-focused SaaS solutions | | First lien senior secured loan | | 10.21% | SOFR (S) | 5.50% | | 6/2022 | | 6/2028 | | | 21.5 | | | 21.5 | | | 21.5 | | (2)(11) | |
Ping Identity Holding Corp. (15) | | Provider of identity and access management solutions | | First lien senior secured loan | | 11.32% | SOFR (M) | 7.00% | | 10/2022 | | 10/2029 | | | 11.3 | | | 11.3 | | | 11.0 | | (2)(11) | |
Pluralsight, Inc. (15) | | Online education learning platform | | First lien senior secured revolving loan | | 12.36% | LIBOR (M) | 8.00% | | 4/2021 | | 4/2027 | | | 0.2 | | | 0.2 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.83% | LIBOR (Q) | 8.00% | | 4/2021 | | 4/2027 | | | 106.2 | | | 106.2 | | | 104.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 106.4 | | | 104.1 | | | |
Poplicus Incorporated | | Business intelligence and market analytics platform for companies that sell to the public sector | | Warrant to purchase shares of Series C preferred stock | | | | | | 6/2015 | | 6/2025 | | 2,402,991 | | | 0.1 | | | — | | | |
ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P. (15) | | Provider of practice management software to law firms | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 3/2021 | | 3/2027 | | | 5.5 | | | 5.5 | | | 5.4 | | (2)(11) | |
| | | | Limited partnership units | | | | | | 3/2021 | | | | 1,624,000 | | | 1.6 | | | 1.5 | | (2) | |
| | | | | | | | | | | | | | | | | 7.1 | | | 6.9 | | | |
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc. | | Provider of data visualization software for data analytics | | First lien senior secured loan | | 8.39% | LIBOR (M) | 4.00% | | 6/2022 | | 4/2024 | | | 2.8 | | | 2.8 | | | 2.8 | | (2)(18) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Class A common stock | | | | | | 8/2016 | | | | 7,445 | | | 7.4 | | | 14.4 | | (2) | |
| | | | Class B common stock | | | | | | 8/2016 | | | | 1,841,609 | | | 0.1 | | | 0.1 | | (2) | |
| | | | | | | | | | | | | | | | | 10.3 | | | 17.3 | | | |
Project Essential Bidco, Inc. and Project Essential Super Parent, Inc. (15) | | Saas provider of automated crew callout and scheduling software for the utility industry | | First lien senior secured loan | | 9.99% | LIBOR (Q) | 5.75% | | 4/2021 | | 4/2028 | | | 36.2 | | | 36.2 | | | 34.7 | | (2)(11) | |
| | | | Preferred shares | | 14.23% PIK | LIBOR (Q) | 9.50% | | 4/2021 | | | | 26,436 | | | 31.9 | | | 30.2 | | (2) | |
| | | | | | | | | | | | | | | | | 68.1 | | | 64.9 | | | |
Project Potter Buyer, LLC and Project Potter Parent, L.P. (15) | | Software solutions provider to the ready-mix concrete industry | | First lien senior secured revolving loan | | 12.07% | SOFR (M) | 7.75% | | 4/2020 | | 4/2026 | | | 2.1 | | | 2.0 | | | 2.1 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 12.07% | SOFR (M) | 7.75% | | 4/2020 | | 4/2027 | | | 43.6 | | | 43.6 | | | 43.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.07% | SOFR (M) | 7.75% | | 11/2020 | | 4/2027 | | | 14.3 | | | 14.3 | | | 14.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.07% | SOFR (M) | 7.75% | | 10/2020 | | 4/2027 | | | 12.8 | | | 12.8 | | | 12.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.07% | SOFR (M) | 7.75% | | 11/2020 | | 4/2027 | | | 4.9 | | | 4.9 | | | 4.9 | | (2)(11) | |
| | | | Class B units | | | | | | 4/2020 | | | | 588,636 | | | — | | | 9.3 | | (2) | |
| | | | | | | | | | | | | | | | | 77.6 | | | 87.0 | | | |
Proofpoint, Inc. (15) | | Cybersecurity solutions provider | | First lien senior secured loan | | 7.98% | LIBOR (Q) | 3.25% | | 6/2021 | | 8/2028 | | | 1.0 | | | 0.9 | | | 0.9 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 10.98% | LIBOR (Q) | 6.25% | | 6/2021 | | 8/2029 | | | 34.6 | | | 34.4 | | | 34.6 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 35.3 | | | 35.5 | | | |
QF Holdings, Inc. (15) | | SaaS based electronic health record software provider | | First lien senior secured loan | | 11.02% | LIBOR (Q) | 6.25% | | 12/2021 | | 12/2027 | | | 8.1 | | | 8.1 | | | 8.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.43% | LIBOR (S) | 6.25% | | 9/2019 | | 12/2027 | | | 6.8 | | | 6.8 | | | 6.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.64% | LIBOR (M) | 6.25% | | 8/2020 | | 12/2027 | | | 3.7 | | | 3.7 | | | 3.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 18.6 | | | 18.6 | | | |
Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC (15) | | Provider of SaaS-based safety and security software to the K-12 school market | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 10/2021 | | 10/2028 | | | 8.5 | | | 8.5 | | | 8.2 | | (2)(6)(11) | |
| | | | Class A common units | | | | | | 12/2018 | | | | 2,880,582 | | | 3.5 | | | 5.9 | | | |
| | | | | | | | | | | | | | | | | 12.0 | | | 14.1 | | | |
RealPage, Inc. | | Provider of enterprise software solutions to the residential real estate industry | | Second lien senior secured loan | | 10.88% | LIBOR (M) | 6.50% | | 4/2021 | | 4/2029 | | | 84.1 | | | 83.1 | | | 82.4 | | (2)(11) | |
Regent Education, Inc. | | Provider of software solutions designed to optimize the financial aid and enrollment processes | | Warrant to purchase shares of common stock | | | | | | 12/2016 | | 12/2026 | | 5,393,194 | | | — | | | — | | | |
| | | | Warrant to purchase shares of common stock | | | | | | 12/2016 | | 12/2026 | | 987 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
Relativity ODA LLC (15) | | Electronic discovery document review software platform for use in litigations and investigations | | First lien senior secured loan | | 11.89% PIK | LIBOR (M) | 7.50% | | 5/2021 | | 5/2027 | | | 22.5 | | | 22.5 | | | 22.5 | | (2)(11) | |
Revalize, Inc. (15) | | Develops and operates software providing configuration, price and quote capabilities for sales teams | | First lien senior secured loan | | 10.48% | SOFR (Q) | 5.75% | | 5/2022 | | 4/2027 | | | 0.7 | | | 0.7 | | | 0.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.46% | SOFR (Q) | 5.75% | | 5/2022 | | 4/2027 | | | 0.1 | | | 0.1 | | | — | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 0.8 | | | 0.6 | | | |
RMS HoldCo II, LLC & RMS Group Holdings, Inc. (15) | | Developer of revenue cycle management solutions, process automation, analytics and integration for the healthcare industry | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 8/2022 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 12/2021 | | 12/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A common stock | | | | | | 12/2021 | | | | 464.90 | | | 4.6 | | | 5.5 | | (2) | |
| | | | | | | | | | | | | | | | | 4.9 | | | 5.8 | | | |
Smarsh Inc. and Skywalker TopCo, LLC (15) | | SaaS based communication archival service provider | | First lien senior secured loan | | 11.29% | SOFR (S) | 6.50% | | 2/2022 | | 2/2029 | | | 11.9 | | | 11.9 | | | 11.9 | | (2)(11) | |
| | | | Common units | | | | | | 11/2020 | | | | 1,742,623 | | | 6.3 | | | 8.6 | | (2) | |
| | | | | | | | | | | | | | | | | 18.2 | | | 20.5 | | | |
SocialFlow, Inc. | | Social media optimization platform provider | | Warrant to purchase shares of Series C preferred stock | | | | | | 1/2016 | | 1/2026 | | 215,331 | | | — | | | — | | | |
Sophia, L.P. | | Provider of ERP software and services for higher education institutions | | Second lien senior secured loan | | 12.73% | LIBOR (Q) | 8.00% | | 10/2020 | | 10/2028 | | | 105.9 | | | 105.9 | | | 103.8 | | (2)(11) | |
SoundCloud Limited | | Platform for receiving, sending, and distributing music | | Common stock | | | | | | 8/2017 | | | | 73,422 | | | 0.4 | | | 0.7 | | (2)(6) | |
Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp (15) | | Provider of data, analytics, news, and workflow tools to customers in the counter-cyclical distressed debt space | | First lien senior secured loan | | 11.18% | SOFR (Q) | 6.50% | | 9/2022 | | 9/2028 | | | 2.6 | | | 2.6 | | | 2.5 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 9/2022 | | | | 1,010 | | | 10.2 | | | 10.5 | | (2) | |
| | | | | | | | | | | | | | | | | 12.8 | | 13.0 | | |
Stamps.com Inc. | | Provider of mailing and shipping solutions | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 10/2021 | | 10/2028 | | | 146.8 | | 146.8 | | 140.9 | (2)(11) | |
Storable, Inc. and EQT IX Co-Investment (E) SCSP | | PMS solutions and web services for the self-storage industry | | Second lien senior secured loan | | 11.54% | SOFR (S) | 6.75% | | 4/2021 | | 4/2029 | | | 42.8 | | 42.8 | | 41.1 | (2)(11) | |
| | | | Second lien senior secured loan | | 11.54% | SOFR (S) | 6.75% | | 3/2022 | | 4/2029 | | | 10.3 | | 10.3 | | 9.9 | (2)(11) | |
| | | | Limited partnership interests | | | | | | 4/2021 | | | | 614,950 | | | 6.2 | | 7.0 | (2)(6) | |
| | | | | | | | | | | | | | | | | 59.3 | | 58.0 | | |
Sundance Group Holdings, Inc. (15) | | Provider of cloud-based document management and collaboration solutions | | First lien senior secured loan | | 10.75% | SOFR (Q) | 6.25% | | 7/2021 | | 7/2027 | | | 20.1 | | 19.8 | | 19.9 | (2)(11) | |
| | | | First lien senior secured loan | | 10.93% | SOFR (Q) | 6.25% | | 11/2022 | | 7/2027 | | | 0.8 | | 0.8 | | 0.8 | (2)(11) | |
| | | | | | | | | | | | | | | | | 20.6 | | 20.7 | | |
Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C. (15) | | Provider of environment, health, safety, and sustainability software | | First lien senior secured revolving loan | | 10.17% | SOFR (M) | 5.75% | | 3/2022 | | 3/2028 | | | 1.3 | | 1.3 | | 1.3 | (2)(11) | |
| | | | First lien senior secured loan | | 9.48% | SOFR (S) | 5.75% | | 3/2022 | | 3/2028 | | | 35.1 | | 35.1 | | 35.1 | (11) | |
| | | | Class A-2 units | | | | | | 3/2022 | | | | 4,849 | | | 4.8 | | 5.9 | | |
| | | | | | | | | | | | | | | | | 41.2 | | 42.3 | | |
TCP Hawker Intermediate LLC (15) | | Workforce management solutions provider | | First lien senior secured revolving loan | | 9.57% | LIBOR (M) | 5.25% | | 8/2019 | | 8/2025 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (Q) | 5.25% | | 8/2019 | | 8/2026 | | | 34.4 | | 34.4 | | 34.4 | (2)(11) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (Q) | 5.25% | | 12/2020 | | 8/2026 | | | 6.5 | | 6.5 | | 6.5 | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 41.0 | | 41.0 | | |
TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P. (15) | | Provider of server, application and desktop virtualization, networking, software as a service, and cloud computing technologies | | First lien senior secured notes | | 6.50% | | | | 9/2022 | | 3/2029 | | | 88.9 | | 86.5 | | 74.9 | (2)(18) | |
| | | | First lien senior secured loan | | 9.18% | SOFR (Q) | 4.50% | | 9/2022 | | 3/2029 | | | 10.9 | | 10.4 | | 9.7 | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 9.00% | SOFR (Q) | 7.00% | | 9/2022 | | 9/2029 | | | 85.3 | | 83.9 | | 69.9 | (2)(11) | |
| | | | Series A preferred stock | | 16.59% PIK | SOFR (Q) | 12.00% | | 9/2022 | | | | 141,928 | | | 143.4 | | 143.1 | (2) | |
| | | | Limited partnership interests | | | | | | 9/2022 | | | | 12,250,000 | | | 12.3 | | 10.7 | (2) | |
| | | | | | | | | | | | | | | | | 336.5 | | 308.3 | | |
UKG Inc. and H&F Unite Partners, L.P. (15) | | Provider of cloud based HCM solutions for businesses | | First lien senior secured revolving loan | | 8.06% | LIBOR (M) | 3.75% | | 5/2019 | | 2/2026 | | | 10.6 | | 10.6 | | 10.6 | (2)(6)(14) | |
| | | | Limited partnership interests | | | | | | 5/2019 | | | | 12,583,556 | | | 12.6 | | 14.4 | (2)(6) | |
| | | | | | | | | | | | | | | | | 23.2 | | 25.0 | | |
WebPT, Inc. (15) | | Electronic medical record software provider | | First lien senior secured revolving loan | | 11.26% | LIBOR (Q) | 6.75% | | 8/2019 | | 1/2028 | | | 0.3 | | 0.3 | | 0.3 | (2)(11) | |
| | | | First lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 8/2019 | | 1/2028 | | | 48.1 | | 48.1 | | 48.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 48.4 | | 48.4 | | |
Wellness AcquisitionCo, Inc. (15) | | Provider of retail consumer insights and analytics for manufacturers and retailers in the natural, organic and specialty products industry | | First lien senior secured loan | | 9.91% | LIBOR (Q) | 5.50% | | 1/2021 | | 1/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
WorkWave Intermediate II, LLC (15) | | Provider of cloud-based field services and fleet management solutions | | First lien senior secured loan | | 11.93% PIK | SOFR (Q) | 7.25% | | 6/2021 | | 6/2027 | | | 67.4 | | | 67.4 | | | 67.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.44% | SOFR (Q) | 7.25% | | 2/2022 | | 6/2027 | | | 17.3 | | | 17.3 | | | 17.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 84.7 | | | 84.7 | | | |
ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP (15) | | Provider of cloud-based customer support solutions | | First lien senior secured loan | | 11.04% | SOFR (Q) | 6.50% | | 12/2022 | | 11/2028 | | | 42.4 | | | 42.4 | | | 41.6 | | (2)(11) | |
| | | | Series A preferred stock | | 12.50% PIK | | | | 11/2022 | | | | 27,226 | | | 27.6 | | | 26.8 | | (2) | |
| | | | Class A common units | | | | | | 11/2022 | | | | 269,100 | | | 2.7 | | | 2.7 | | (2) | |
| | | | | | | | | | | | | | | | | 72.7 | | | 71.1 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 4,950.2 | | | 4,760.6 | | | 49.83% |
Financial Services | | | | | | | | | | | | | | | | | | | |
AQ Sage Buyer, LLC (15) | | Provider of actuarial consulting and comprehensive wealth management services | | First lien senior secured loan | | 10.70% | SOFR (S) | 5.75% | | 5/2022 | | 1/2027 | | | 1.9 | | | 1.9 | | | 1.8 | | (2)(6)(11) | |
BCC Blueprint Holdings I, LLC and BCC Blueprint Investments, LLC | | Provider of comprehensive suite of investment management and wealth planning solutions | | First lien senior secured loan | | 11.02% | LIBOR (Q) | 6.25% | | 9/2021 | | 9/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Senior subordinated loan | | 9.30% PIK | | | | 9/2021 | | 9/2026 | | | 5.0 | | | 5.0 | | | 4.9 | | (2) | |
| | | | Common units | | | | | | 9/2021 | | | | 4,666,301 | | | 4.7 | | | 3.9 | | (2) | |
| | | | | | | | | | | | | | | | | 9.9 | | | 9.0 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beacon Pointe Harmony, LLC (15) | | Provider of comprehensive wealth management services | | First lien senior secured loan | | 9.39% | SOFR (Q) | 5.25% | | 12/2021 | | 12/2028 | | | 17.9 | | | 17.9 | | | 17.7 | | (2)(6)(11) | |
Convera International Holdings Limited and Convera International Financial S.A R.L. (15) | | Provider of B2B international payment and FX risk management solutions | | First lien senior secured loan | | 10.33% | SOFR (Q) | 5.75% | | 3/2022 | | 3/2028 | | | 62.8 | | | 62.8 | | | 62.8 | | (2)(6)(11) | |
CrossCountry Mortgage, LLC (15) | | Mortgage company originating loans in the retail and consumer direct channels | | First lien senior secured loan | | 11.73% | LIBOR (Q) | 7.00% | | 11/2021 | | 11/2027 | | | 93.8 | | | 93.8 | | | 92.8 | | (2)(11) | |
DFC Global Facility Borrower III LLC (15) | | Non-bank provider of alternative financial services | | First lien senior secured revolving loan | | 11.62% | LIBOR (M) | 7.50% | | 6/2021 | | 6/2026 | | | 158.6 | | | 172.8 | | | 158.6 | | (2)(6)(9)(11) | |
eCapital Finance Corp. | | Consolidator of commercial finance businesses | | Senior subordinated loan | | 11.97% | SOFR (M) | 7.75% | | 4/2022 | | 12/2025 | | | 55.8 | | | 55.8 | | | 55.2 | | (2)(11) | |
| | | | Senior subordinated loan | | 11.97% | SOFR (M) | 7.75% | | 1/2020 | | 12/2025 | | | 56.0 | | | 56.0 | | | 55.4 | | (2)(11) | |
| | | | Senior subordinated loan | | 11.97% | SOFR (M) | 7.75% | | 1/2022 | | 12/2025 | | | 24.3 | | | 24.3 | | | 24.1 | | (2)(11) | |
| | | | Senior subordinated loan | | 11.97% | SOFR (M) | 7.75% | | 11/2020 | | 12/2025 | | | 5.4 | | | 5.4 | | | 5.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 141.5 | | | 140.0 | | | |
EP Wealth Advisors, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured loan | | 10.01% | SOFR (Q) | 5.75% | | 11/2022 | | 9/2026 | | | 5.6 | | | 5.6 | | | 5.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.23% | SOFR (Q) | 5.50% | | 11/2021 | | 9/2026 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.23% | SOFR (Q) | 5.50% | | 9/2020 | | 9/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.11% | SOFR (Q) | 5.38% | | 9/2020 | | 9/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 6.2 | | | 6.2 | | | |
HighTower Holding, LLC | | Provider of investment, financial and retirement planning services | | Senior subordinated loan | | 6.75% | | | | 6/2022 | | 4/2029 | | | 8.1 | | | 6.7 | | | 6.7 | | (2)(6)(18) | |
Ivy Hill Asset Management, L.P. (5) | | Asset management services | | Subordinated revolving loan | | 11.01% | SOFR (Q) | 6.50% | | 2/2018 | | 1/2030 | | | 500.0 | | | 500.0 | | | 500.0 | | (6)(11) | |
| | | | Member interest | | | | | | 6/2009 | | | | 100.00% | | | 1,547.5 | | | 1,701.1 | | (6) | |
| | | | | | | | | | | | | | | | | 2,047.5 | | | 2,201.1 | | | |
Lido Advisors, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured revolving loan | | 9.05% | LIBOR (Q) | 4.50% | | 6/2021 | | 6/2027 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
LS DE LLC and LM LSQ Investors LLC | | Asset based lender | | Senior subordinated loan | | 10.50% | | | | 6/2017 | | 6/2021 | | | 3.0 | | | 3.0 | | | 3.0 | | (2)(6) | |
| | | | Senior subordinated loan | | 10.50% | | | | 6/2015 | | 3/2024 | | | 37.0 | | | 37.0 | | | 36.6 | | (2)(6) | |
| | | | Membership units | | | | | | 6/2015 | | | | 3,275,000 | | | 3.3 | | | 3.0 | | (6) | |
| | | | | | | | | | | | | | | | | 43.3 | | | 42.6 | | | |
Monica Holdco (US) Inc. (15) | | Investment technology and advisory firm | | First lien senior secured revolving loan | | 10.99% | LIBOR (Q) | 6.25% | | 1/2021 | | 1/2026 | | | 2.4 | | | 2.4 | | | 2.3 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 1/2021 | | 1/2028 | | | 2.6 | | | 2.6 | | | 2.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 5.0 | | | 4.8 | | | |
Petrus Buyer, Inc. (15) | | Provider of REIT research data and analytics | | First lien senior secured loan | | 10.70% | SOFR (Q) | 6.50% | | 11/2022 | | 10/2029 | | | 5.1 | | | 5.1 | | | 4.9 | | (2)(11) | |
Priority Holdings, LLC and Priority Technology Holdings, Inc. | | Provider of merchant acquiring and payment processing solutions | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 4/2021 | | 4/2027 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(6)(11) | |
| | | | Senior preferred stock | | 16.73% (7.00% PIK) | LIBOR (Q) | 12.00 | % | | 4/2021 | | | | 65,761 | | | 69.2 | | | 73.2 | | (2)(6) | |
| | | | Warrant to purchase shares of common stock | | | | | | 4/2021 | | 4/2031 | | 527,226 | | | 4.0 | | | 2.8 | | (2)(6)(18) | |
| | | | | | | | | | | | | | | | | 73.9 | | | 76.7 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rialto Management Group, LLC (15) | | Investment and asset management platform focused on real estate | | First lien senior secured revolving loan | | | | | | 11/2018 | | 12/2025 | | | — | | | — | | | — | | (6)(13) | |
| | | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 11/2018 | | 12/2025 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 4/2021 | | 12/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 0.5 | | | 0.5 | | | |
TA/WEG Holdings, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured loan | | 9.98% | SOFR (A) | 6.00% | | 8/2021 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.41% | SOFR (S) | 6.00% | | 11/2020 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.75% | SOFR (A) | 6.00% | | 10/2019 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.46% | SOFR (A) | 6.00% | | 6/2021 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.4 | | | 0.4 | | | |
The Edelman Financial Center, LLC | | Provider of investment, financial and retirement planning services | | Second lien senior secured loan | | 11.13% | LIBOR (M) | 6.75% | | 9/2022 | | 7/2026 | | | 13.4 | | | 11.8 | | | 12.0 | | (2)(6)(18) | |
The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC (15) | | Provider of comprehensive wealth management services | | First lien senior secured revolving loan | | 12.00% | Base Rate (M) | 4.50% | | 3/2022 | | 3/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.51% | SOFR (S) | 5.50% | | 3/2022 | | 3/2028 | | | 3.5 | | | 3.5 | | | 3.4 | | (2)(6)(11) | |
| | | | Senior subordinated loan | | 12.00% PIK | | | | 3/2022 | | 3/2029 | | | 3.0 | | | 3.0 | | | 2.9 | | (2)(6) | |
| | | | Series A preferred units | | | | | | 3/2022 | | | | 7,199 | | | 7.2 | | | 4.8 | | (2)(6) | |
| | | | Common units | | | | | | 3/2022 | | | | 7,199 | | | — | | | — | | (6) | |
| | | | | | | | | | | | | | | | | 13.8 | | | 11.2 | | | |
The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP (15) | | Provider of asset-servicing capabilities for fund managers | | First lien senior secured loan | | 9.23% | LIBOR (Q) | 4.50% | | 2/2019 | | 2/2026 | | | 37.4 | | | 37.4 | | | 36.7 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 9/2019 | | | | 1,443 | | | 1.9 | | | 3.1 | | | |
| | | | Class A units | | | | | | 2/2019 | | | | 245 | | | 0.2 | | | — | | | |
| | | | Class B units | | | | | | 2/2019 | | | | 245,194 | | | — | | | — | | | |
| | | | Class B units | | | | | | 2/2019 | | | | 2,167,424 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 39.5 | | | 39.8 | | | |
Waverly Advisors, LLC (15) | | Wealth management and financial planning firm | | First lien senior secured loan | | 10.23% | SOFR (Q) | 5.50% | | 3/2022 | | 3/2028 | | | 0.6 | | | 0.6 | | | 0.6 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,755.3 | | | 2,890.6 | | | 30.26% |
Health Care Services | | | | | | | | | | | | | | | | | | | |
Absolute Dental Group LLC and Absolute Dental Equity, LLC (5)(15) | | Dental services provider | | First lien senior secured revolving loan | | 15.50% (5.00% PIK) | Base Rate (Q) | 8.00% | | 6/2021 | | 6/2024 | | | 2.2 | | | 2.2 | | | 2.2 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 13.77% (5.00% PIK) | LIBOR (Q) | 9.00% | | 6/2021 | | 6/2024 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.73% (5.41% PIK) | LIBOR (Q) | 9.00% | | 6/2021 | | 6/2024 | | | 52.1 | | | 52.1 | | | 52.1 | | (2)(11) | |
| | | | Class A common units | | | | | | 6/2021 | | | | 7,617,280 | | | 4.7 | | | 14.9 | | (2) | |
| | | | | | | | | | | | | | | | | 60.0 | | | 70.2 | | | |
ADG, LLC and RC IV GEDC Investor LLC (15) | | Dental services provider | | First lien senior secured revolving loan | | 9.19% (0.52% PIK) | LIBOR (M) | 4.75% | | 9/2016 | | 9/2023 | | | 9.8 | | | 9.8 | | | 9.3 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 11.25% (0.52% PIK) | Base Rate (M) | 3.75% | | 9/2016 | | 9/2023 | | | 4.3 | | | 4.3 | | | 4.1 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Second lien senior secured loan | | 7.19% PIK | LIBOR (M) | 2.80% | | 9/2016 | | 3/2024 | | | 130.0 | | | 105.8 | | | 104.0 | | (2)(11) | |
| | | | Membership units | | | | | | 9/2016 | | | | 3,000,000 | | | 3.0 | | | — | | | |
| | | | | | | | | | | | | | | | | 122.9 | | | 117.4 | | | |
Advarra Holdings, Inc. (15) | | Provider of central institutional review boards over clinical trials | | First lien senior secured loan | | 10.15% | SOFR (Q) | 5.75% | | 8/2022 | | 8/2029 | | | 4.1 | | | 4.1 | | | 3.9 | | (2)(11) | |
AHR Funding Holdings, Inc. and AHR Parent Holdings, LP | | Provider of revenue cycle management solutions to hospitals | | Series A preferred shares | | 12.75% PIK | | | | 7/2022 | | 7/2028 | | 35,000 | | | 36.9 | | | 35.8 | | (2) | |
| | | | Preferred units | | 8.00% PIK | | | | 7/2022 | | | | 9,900 | | | 10.2 | | | 10.2 | | (2) | |
| | | | Class B common units | | | | | | 7/2022 | | | | 100,000 | | | 0.1 | | | 0.1 | | (2) | |
| | | | | | | | | | | | | | | | | 47.2 | | | 46.1 | | | |
AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP (15) | | Revenue cycle management provider to the physician practices and acute care hospitals | | Series A preferred stock | | 10.75% PIK | | | | 2/2022 | | | | 198,504 | | | 218.1 | | | 198.5 | | (2) | |
| | | | Class A units | | | | | | 2/2022 | | | | 10,487,950 | | | 10.5 | | | 9.5 | | (2) | |
| | | | | | | | | | | | | | | | | 228.6 | | | 208.0 | | | |
BAART Programs, Inc., MedMark Services, Inc., and Canadian Addiction Treatment Centres LP (15) | | Opiod treatment provider | | First lien senior secured loan | | 9.73% | LIBOR (Q) | 5.00% | | 5/2022 | | 6/2027 | | | 6.0 | | | 6.1 | | | 5.9 | | (2)(11) | |
Bambino Group Holdings, LLC | | Dental services provider | | Class A preferred units | | | | | | 12/2016 | | | | 1,000,000 | | | 1.0 | | | 0.9 | | (2) | |
CCS-CMGC Holdings, Inc. (15) | | Correctional facility healthcare operator | | First lien senior secured revolving loan | | | | | | 10/2018 | | 10/2023 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.91% | LIBOR (Q) | 5.50% | | 9/2018 | | 10/2025 | | | 33.6 | | | 33.5 | | | 26.2 | | (2)(18) | |
| | | | | | | | | | | | | | | | | 33.5 | | | 26.2 | | | |
Center for Autism and Related Disorders, LLC (15) | | Autism treatment and services provider specializing in applied behavior analysis therapy | | First lien senior secured revolving loan | | | | | | 11/2018 | | 11/2023 | | | 6.8 | | | 6.8 | | | 2.9 | | (2)(10)(14) | |
| | | | First lien senior secured revolving loan | | | | | | 1/2022 | | 11/2023 | | | 0.6 | | | 0.2 | | | 0.2 | | (2)(10)(14) | |
| | | | First lien senior secured loan | | | | | | 10/2022 | | 10/2023 | | | 9.5 | | | 9.3 | | | 4.0 | | (2)(10) | |
| | | | First lien senior secured loan | | | | | | 12/2022 | | 10/2023 | | | 2.1 | | | 2.7 | | | 0.9 | | (2)(10) | |
| | | | | | | | | | | | | | | | | 19.0 | | | 8.0 | | | |
Color Intermediate, LLC | | Provider of pre-payment integrity software solution | | First lien senior secured loan | | 10.08% | SOFR (Q) | 5.50% | | 10/2022 | | 10/2029 | | | 20.3 | | | 20.3 | | | 19.5 | | (2)(11) | |
Comprehensive EyeCare Partners, LLC (15) | | Vision care practice management company | | First lien senior secured revolving loan | | 10.58% | SOFR (Q) | 5.75% | | 2/2018 | | 2/2024 | | | 0.8 | | | 0.8 | | | 0.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.59% | SOFR (Q) | 5.75% | | 2/2018 | | 2/2024 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 1.1 | | | 1.0 | | | |
Convey Health Solutions, Inc. | | Healthcare workforce management software provider | | First lien senior secured loan | | 9.48% | LIBOR (Q) | 4.75% | | 9/2019 | | 9/2026 | | | 2.7 | | | 2.7 | | | 2.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.83% | SOFR (Q) | 5.25% | | 10/2022 | | 9/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 9.93% | SOFR (Q) | 5.25% | | 2/2022 | | 9/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 2.9 | | | 2.8 | | | |
Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC (15) | | Provider of medical devices and services for the treatment of positional plagiocephaly | | First lien senior secured loan | | 10.11% | SOFR (Q) | 5.50% | | 3/2022 | | 3/2029 | | | 24.5 | | | 24.5 | | | 24.5 | | (2)(11) | |
| | | | Class A shares | | | | | | 3/2022 | | | | 176 | | | 1.8 | | | 1.9 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Common units | | | | | | 3/2022 | | | | 28 | | | 0.3 | | | 0.3 | | (2) | |
| | | | | | | | | | | | | | | | | 26.6 | | | 26.7 | | | |
CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC (15) | | Veterinary hospital operator | | First lien senior secured loan | | 11.13% | LIBOR (Q) | 6.40% | | 1/2022 | | 10/2025 | | | 49.5 | | | 49.5 | | | 49.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.13% | LIBOR (Q) | 6.40% | | 10/2019 | | 10/2025 | | | 38.9 | | | 38.9 | | | 38.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | LIBOR (Q) | 6.25% | | 10/2022 | | 10/2025 | | | 1.7 | | | 1.7 | | | 1.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.13% | LIBOR (Q) | 6.40% | | 4/2021 | | 10/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common stock | | | | | | 10/2019 | | | | 41,443 | | | 14.5 | | | 22.7 | | (2) | |
| | | | | | | | | | | | | | | | | 104.7 | | | 111.9 | | | |
Ensemble RCM, LLC | | Provider of technology-enabled revenue cycle management services to the health care industry | | First lien senior secured loan | | 9.19% | SOFR (Q) | 5.00% | | 4/2022 | | 8/2026 | | | 2.5 | | | 2.5 | | | 2.5 | | (2)(11) | |
Evolent Health LLC | | Medical technology company focused on value based care services and payment solutions | | First lien senior secured loan | | 10.23% | SOFR (Q) | 5.50% | | 8/2022 | | 8/2027 | | | 7.8 | | | 7.8 | | | 7.7 | | (2)(6)(11) | |
Explorer Investor, Inc (15) | | Provider of outsourced employee staffing services to the life sciences and healthcare industries | | First lien senior secured loan | | 10.15% | SOFR (Q) | 5.75% | | 6/2022 | | 6/2029 | | | 1.0 | | | 1.0 | | | 0.9 | | (2)(11) | |
GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC (15) | | On-demand supply chain automation solutions provider to the healthcare industry | | Second lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 5/2021 | | 5/2029 | | | 114.0 | | | 114.0 | | | 111.8 | | (2)(11) | |
| | | | Class A units | | | | | | 6/2017 | | | | 14,853,569 | | | 15.7 | | | 27.8 | | (2) | |
| | | | | | | | | | | | | | | | | 129.7 | | | 139.6 | | | |
Global Medical Response, Inc. and GMR Buyer Corp. | | Emergency air medical services provider | | First lien senior secured loan | | 8.63% | LIBOR (M) | 4.25% | | 6/2022 | | 3/2025 | | | 12.1 | | | 11.3 | | | 8.5 | | (2)(11)(18) | |
| | | | First lien senior secured loan | | 8.42% | LIBOR (M) | 4.25% | | 6/2022 | | 10/2025 | | | 25.7 | | | 23.8 | | | 17.9 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 11.10% | LIBOR (M) | 6.75% | | 12/2021 | | 12/2029 | | | 95.4 | | | 95.4 | | | 71.6 | | (2)(11) | |
| | | | Warrant to purchase units of common stock | | | | | | 3/2018 | | 3/2028 | | 115,733 | | | 0.9 | | | 1.8 | | (2) | |
| | | | Warrant to purchase units of common stock | | | | | | 12/2021 | | 12/2031 | | 1,927 | | | 0.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 131.5 | | | 99.8 | | | |
Hanger, Inc. | | Provider of orthotic and prosthetic equipment and services | | First lien senior secured loan | | 10.43% | SOFR (M) | 6.25% | | 10/2022 | | 10/2028 | | | 54.2 | | | 54.2 | | | 53.2 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.93% | SOFR (M) | 9.75% | | 10/2022 | | 10/2029 | | | 110.6 | | | 110.6 | | | 106.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 164.8 | | | 160.0 | | | |
HealthEdge Software, Inc. (15) | | Provider of financial, administrative and clinical software platforms to the healthcare industry | | First lien senior secured revolving loan | | | | | | 12/2021 | | 4/2026 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 11.74% | LIBOR (Q) | 7.00% | | 12/2021 | | 4/2026 | | | 87.2 | | | 87.2 | | | 87.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 87.2 | | | 87.2 | | | |
Honor Technology, Inc. | | Nursing and home care provider | | First lien senior secured loan | | 14.38% | LIBOR (M) | 10.00% | | 8/2021 | | 8/2026 | | | 2.5 | | | 2.4 | | | 2.3 | | (2)(11) | |
| | | | Warrant to purchase shares of series D-2 preferred stock | | | | | | 8/2021 | | 8/2031 | | 133,333 | | | 0.1 | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 2.5 | | | 2.3 | | | |
JDC Healthcare Management, LLC (15) | | Dental services provider | | First lien senior secured revolving loan | | | | | | 4/2017 | | 4/2024 | | | 4.8 | | | 3.7 | | | 2.6 | | (2)(10) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | | | | | 4/2017 | | 4/2024 | | | 40.9 | | | 31.4 | | | 22.1 | | (2)(10) | |
| | | | | | | | | | | | | | | | | 35.1 | | | 24.7 | | | |
KBHS Acquisition, LLC (d/b/a Alita Care, LLC) (15) | | Provider of behavioral health services | | First lien senior secured revolving loan | | 9.72% (1.00% PIK) | LIBOR (Q) | 5.00% | | 3/2017 | | 3/2024 | | | 3.2 | | | 3.2 | | | 3.1 | | (2)(11) | |
Lifescan Global Corporation | | Provider of blood glucose monitoring systems for home and hospital use | | First lien senior secured loan | | 9.74% | LIBOR (Q) | 6.00% | | 5/2022 | | 10/2024 | | | 14.3 | | | 13.7 | | | 10.3 | | (2) | |
| | | | Second lien senior secured loan | | 13.24% | LIBOR (Q) | 9.50% | | 5/2022 | | 10/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2) | |
| | | | | | | | | | | | | | | | | 13.9 | | | 10.5 | | | |
Medline Borrower, LP (15) | | Manufacturer and distributor of medical supplies | | First lien senior secured revolving loan | | | | | | 10/2021 | | 10/2026 | | | — | | | — | | | — | | (13) | |
Napa Management Services Corporation and ASP NAPA Holdings, LLC | | Anesthesia management services provider | | Senior preferred units | | 8.00% PIK | | | | 6/2020 | | | | 5,320 | | | 0.3 | | 0.3 | (2) | |
| | | | Preferred units | | 15.00% PIK | | | | 6/2020 | | | | 1,842 | | | 0.2 | | 0.2 | (2) | |
| | | | Class A units | | | | | | 4/2016 | | | | 25,277 | | | 2.5 | | 3.6 | (2) | |
| | | | | | | | | | | | | | | | | 3.0 | | 4.1 | | |
NMN Holdings III Corp. and NMN Holdings LP (15) | | Provider of complex rehabilitation technology solutions for patients with mobility loss | | First lien senior secured revolving loan | | 8.13% | LIBOR (M) | 3.75% | | 11/2018 | | 11/2023 | | | 2.3 | | 2.3 | | 2.1 | (2)(14) | |
| | | | Partnership units | | | | | | 11/2018 | | | | 30,000 | | | 3.0 | | 2.0 | (2) | |
| | | | | | | | | | | | | | | | | 5.3 | | 4.1 | | |
Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC (5)(15) | | Behavioral health and special education platform provider | | First lien senior secured loan | | | | | | 9/2019 | | 2/2027 | | | 50.9 | | 49.3 | | 38.1 | (10) | |
| | | | First lien senior secured loan | | | | | | 2/2022 | | 2/2027 | | | 8.7 | | 8.5 | | 6.6 | (2)(10) | |
| | | | Preferred stock | | | | | | 2/2022 | | | | 7,983 | | | 3.1 | | | — | | | |
| | | | Preferred units | | | | | | 7/2021 | | 4/2024 | | 417,189 | | | 0.3 | | | — | | | |
| | | | Common units | | | | | | 2/2022 | | | | 7,584 | | | — | | | — | | | |
| | | | Class A common units | | | | | | 9/2019 | | | | 9,549,000 | | | 9.5 | | | — | | | |
| | | | | | | | | | | | | | | | | 70.7 | | 44.7 | | |
OMH-HealthEdge Holdings, LLC | | Revenue cycle management provider to the healthcare industry | | First lien senior secured loan | | 10.02% | LIBOR (Q) | 5.25% | | 10/2019 | | 10/2025 | | | 25.9 | | 25.9 | | 25.9 | (2)(11) | |
| | | | First lien senior secured loan | | 10.02% | LIBOR (Q) | 5.25% | | 3/2021 | | 10/2025 | | | 15.2 | | 15.2 | | 15.2 | (2)(11) | |
| | | | First lien senior secured loan | | 10.02% | LIBOR (Q) | 5.25% | | 3/2022 | | 10/2025 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 41.2 | | 41.2 | | |
Pathway Vet Alliance LLC and Jedi Group Holdings LLC (15) | | Veterinary hospital operator | | Second lien senior secured loan | | 12.13% | LIBOR (M) | 7.75% | | 3/2020 | | 3/2028 | | | 76.3 | | 76.3 | | 65.6 | (2)(11) | |
| | | | Class R common units | | | | | | 3/2020 | | | | 6,004,768 | | | 6.0 | | 5.5 | (2) | |
| | | | | | | | | | | | | | | | | 82.3 | | 71.1 | | |
PetVet Care Centers, LLC | | Veterinary hospital operator | | First lien senior secured loan | | 9.38% | SOFR (M) | 5.00% | | 6/2022 | | 2/2025 | | | 5.3 | | 5.1 | | 5.0 | (2)(11) | |
Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP (15) | | Provider of employer-sponsored onsite health and wellness clinics and pharmacies | | First lien senior secured revolving loan | | | | | | 7/2018 | | 4/2025 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 7.92% | LIBOR (Q) | 3.75% | | 7/2018 | | 7/2025 | | | 8.6 | | 8.5 | | 8.1 | (2)(11) | |
| | | | Second lien senior secured loan | | 11.67% | LIBOR (S) | 7.50% | | 7/2018 | | 7/2026 | | | 67.1 | | 66.8 | | 64.4 | (2) | |
| | | | Class A units | | | | | | 7/2018 | | | | 9,775 | | | 9.8 | | 12.8 | (2) | |
| | | | | | | | | | | | | | | | | 85.1 | | 85.3 | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Project Ruby Ultimate Parent Corp. | | Provider of care coordination and transition management software solutions | | Second lien senior secured loan | | 10.88% | LIBOR (M) | 6.50% | | 3/2021 | | 3/2029 | | | 193.1 | | 193.1 | | 181.5 | (2)(11) | |
RTI Surgical, Inc. and Pioneer Surgical Technology, Inc. (15) | | Manufacturer of biologic, metal and synthetic implants/devices | | First lien senior secured revolving loan | | 11.09% | LIBOR (M) | 6.75% | | 7/2020 | | 7/2026 | | | 9.8 | | 9.8 | | 9.7 | (2)(11) | |
| | | | First lien senior secured loan | | 10.02% | LIBOR (S) | 6.75% | | 7/2020 | | 7/2026 | | | 22.5 | | 22.5 | | 22.3 | (2)(11) | |
| | | | | | | | | | | | | | | | | 32.3 | | 32.0 | | |
SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC (15) | | Outsourced anesthesia provider | | First lien senior secured loan | | 9.48% | LIBOR (Q) | 4.75% | | 3/2018 | | 3/2024 | | | 10.3 | | | 10.3 | | | 10.3 | | (2)(11) | |
| | | | Common units | | | | | | 3/2018 | | | | 684,854 | | | 4.8 | | | 1.2 | | (2) | |
| | | | | | | | | | | | | | | | | 15.1 | | | 11.5 | | | |
SM Wellness Holdings, Inc. and SM Holdco, Inc. (15) | | Breast cancer screening provider | | Series A units | | | | | | 8/2018 | | | | 8,041 | | | 8.0 | | | 0.1 | | (2) | |
| | | | Series B units | | | | | | 8/2018 | | | | 804,142 | | | — | | | 9.3 | | (2) | |
| | | | | | | | | | | | | | | | | 8.0 | | | 9.4 | | | |
SOC Telemed, Inc. and PSC Spark Holdings, LP | | Provider of acute care telemedicine | | First lien senior secured loan | | 12.34% PIK | SOFR (Q) | 7.50% | | 8/2022 | | 8/2027 | | | 61.1 | | | 56.7 | | | 56.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.19% | SOFR (Q) | 7.50% | | 8/2022 | | 8/2027 | | | 22.7 | | | 22.7 | | | 20.9 | | (2)(11) | |
| | | | Class A-2 units | | | | | | 8/2022 | | | | 4,812 | | | 4.9 | | | 4.8 | | (2) | |
| | | | Warrant to purchase Class A-2 units | | | | | | 8/2022 | | 8/2029 | | 6,118 | | | 4.7 | | | 4.7 | | (2) | |
| | | | | | | | | | | | | | | | | 89.0 | | | 86.6 | | | |
Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc. (15) | | SaaS based healthcare compliance platform provider | | First lien senior secured revolving loan | | 10.25% | Base Rate (Q) | 2.75% | | 12/2020 | | 12/2025 | | | 3.1 | | | 3.1 | | | 2.6 | | (2) | |
| | | | First lien senior secured loan | | 8.69% | SOFR (Q) | 4.50% | | 2/2022 | | 12/2027 | | | 12.4 | | | 12.4 | | | 10.5 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.07% | SOFR (Q) | 7.88% | | 12/2020 | | 12/2028 | | | 76.2 | | | 76.2 | | | 64.8 | | (2)(11) | |
| | | | Series C-1 preferred shares | | 11.00% PIK | | | | 6/2021 | | | | 75,939 | | | 94.9 | | | 73.1 | | (2) | |
| | | | Series C-2 preferred shares | | 11.00% PIK | | | | 6/2021 | | | | 40,115 | | | 47.5 | | | 36.6 | | (2) | |
| | | | Series C-3 preferred shares | | 11.00% PIK | | | | 10/2021 | | | | 16,201 | | | 18.5 | | | 14.3 | | (2) | |
| | | | | | | | | | | | | | | | | 252.6 | | | 201.9 | | | |
Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC (15) | | Franchisor of private-pay home care for the elderly | | First lien senior secured loan | | 10.48% | SOFR (Q) | 5.75% | | 4/2018 | | 4/2026 | | | 13.1 | | | 13.1 | | | 13.1 | | (2)(11) | |
| | | | Common units | | | | | | 4/2018 | | | | 550 | | | 0.5 | | | 1.0 | | | |
| | | | | | | | | | | | | | | | | 13.6 | | | 14.1 | | | |
Tempus Labs, Inc. | | Provider of technology enabled precision medicine solutions | | First lien senior secured loan | | 10.49% | SOFR (Q) | 7.00% | | 9/2022 | | 9/2027 | | | 71.4 | | | 71.4 | | | 69.6 | | (2)(11) | |
Therapy Brands Holdings LLC | | Provider of software solutions for the mental and behavioral health market segments | | Second lien senior secured loan | | 11.10% | LIBOR (M) | 6.75% | | 6/2021 | | 5/2029 | | | 29.1 | | | 28.9 | | | 27.9 | | (2)(11) | |
Touchstone Acquisition, Inc. and Touchstone Holding, L.P. | | Manufacturer of consumable products in the dental, medical, cosmetic and consumer/industrial end-markets | | Class A preferred units | | 8.00% PIK | | | | 11/2018 | | | | 2,149 | | | 3.0 | | | 2.1 | | (2) | |
U.S. Anesthesia Partners, Inc. & U.S. Anesthesia Partners Holdings, Inc. | | Anesthesiology service provider | | Second lien senior secured loan | | 11.62% | LIBOR (M) | 7.50% | | 10/2021 | | 10/2029 | | | 147.8 | | | 147.8 | | | 143.3 | | (2)(11) | |
| | | | Common stock | | | | | | 12/2021 | | | | 3,671,429 | | | 12.9 | | | 12.7 | | (2) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 160.7 | | | 156.0 | | | |
United Digestive MSO Parent, LLC (15) | | Gastroenterology physician group | | First lien senior secured loan | | 9.38% | LIBOR (M) | 5.00% | | 2/2022 | | 12/2024 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
Viant Medical Holdings, Inc. | | Manufacturer of plastic and rubber components for health care equipment | | First lien senior secured loan | | 8.13% | LIBOR (M) | 3.75% | | 5/2022 | | 7/2025 | | | 3.2 | | | 2.9 | | | 2.8 | | (2)(18) | |
VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P. (15) | | Veterinary hospital operator | | First lien senior secured loan | | 10.60% | LIBOR (M) | 6.25% | | 12/2021 | | 12/2027 | | | 6.2 | | | 6.2 | | | 6.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.52% | LIBOR (M) | 6.50% | | 8/2022 | | 12/2027 | | | 3.1 | | | 3.1 | | | 3.1 | | (2)(11) | |
| | | | Class A-2 units | | | | | | 12/2021 | | | | 7,524 | | | 7.5 | | | 8.6 | | (2) | |
| | | | | | | | | | | | | | | | | 16.8 | | | 17.7 | | | |
WSHP FC Acquisition LLC and WSHP FC Holdings LLC (15) | | Provider of biospecimen products for pharma research | | First lien senior secured revolving loan | | 10.32% | SOFR (Q) | 6.25% | | 3/2018 | | 3/2028 | | | 8.6 | | | 8.6 | | | 8.4 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 3/2018 | | 3/2028 | | | 33.1 | | | 33.1 | | | 32.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 7/2022 | | 3/2028 | | | 14.5 | | | 14.5 | | | 14.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 8/2019 | | 3/2028 | | | 11.3 | | | 11.3 | | | 11.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 10/2019 | | 3/2028 | | | 10.7 | | | 10.7 | | | 10.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 2/2019 | | 3/2028 | | | 4.5 | | | 4.5 | | | 4.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 10/2021 | | 3/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | SOFR (Q) | 6.25% | | 11/2021 | | 3/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common units | | | | | | 7/2022 | | | | 33,293 | | | 4.7 | | | 4.4 | | | |
| | | | | | | | | | | | | | | | | 87.6 | | | 85.5 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,525.9 | | | 2,341.9 | | | 24.51% |
Commercial and Professional Services | | | | | | | | | | | | | | | | | | | | | |
Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC (15) | | Provider of outsourced crew accommodations and logistics management solutions to the airline industry | | First lien senior secured revolving loan | | 12.48% (0.60% PIK) | SOFR (Q) | 7.75% | | 5/2018 | | 5/2024 | | | 4.1 | | | 4.1 | | | 4.1 | | (2)(11) | |
| | | | Class A common units | | | | | | 5/2018 | | | | 236,358 | | | 4.3 | | | 6.6 | | | |
| | | | | | | | | | | | | | | | | 8.4 | | | 10.7 | | | |
Aero Operating LLC | | Provider of snow removal and melting service for airports and marine terminals | | First lien senior secured loan | | 13.24% | SOFR (Q) | 9.00% | | 2/2020 | | 2/2026 | | | 36.2 | | | 36.2 | | | 35.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.24% | SOFR (Q) | 9.00% | | 12/2021 | | 2/2026 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 37.3 | | | 36.2 | | | |
AI Fire Buyer, Inc. and AI Fire Parent LLC (15) | | Provider of fire safety and life safety services | | First lien senior secured revolving loan | | 10.61% | SOFR (Q) | 6.00% | | 3/2021 | | 3/2027 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.22% | SOFR (Q) | 6.00% | | 3/2021 | | 3/2027 | | | 26.8 | | | 26.8 | | | 26.8 | | (2)(11) | |
| | | | Second lien senior secured loan | | 15.73% PIK | SOFR (Q) | 11.00% | | 3/2021 | | 9/2027 | | | 45.6 | | | 45.6 | | | 45.6 | | (2)(11) | |
| | | | Second lien senior secured loan | | 15.73% PIK | SOFR (Q) | 11.00% | | 5/2022 | | 9/2027 | | | 10.3 | | | 10.3 | | | 10.3 | | (2)(11) | |
| | | | Second lien senior secured loan | | 15.73% PIK | SOFR (Q) | 11.00% | | 6/2022 | | 9/2027 | | | 10.0 | | | 10.0 | | | 10.0 | | (2)(11) | |
| | | | Common units | | | | | | 3/2021 | | | | 46,990 | | | 4.7 | | | 5.7 | | (2) | |
| | | | | | | | | | | | | | | | | 97.8 | | | 98.8 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Applied Technical Services, LLC (15) | | Provider engineering, testing, and inspection services to various industrial, commercial and consumer customers | | First lien senior secured revolving loan | | 12.25% | Base Rate (Q) | 4.75% | | 5/2022 | | 12/2026 | | | 1.1 | | | 0.9 | | | 1.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 5/2022 | | 12/2026 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 1.7 | | | 1.9 | | | |
Argenbright Holdings V, LLC and Amberstone Security Group Limited (15) | | Provider of outsourced security guard services, outsourced facilities management and outsourced aviation services | | First lien senior secured loan | | 11.49% | SOFR (Q) | 7.25% | | 11/2021 | | 11/2026 | | | 20.9 | | | 20.9 | | | 20.7 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.53% | SOFR (Q) | 7.25% | | 8/2022 | | 11/2026 | | | 5.9 | | | 5.9 | | | 5.8 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 26.8 | | | 26.5 | | | |
BH-Sharp Holdings LP | | Provider of commercial knife sharpening and cutlery services in the restaurant industry | | Common units | | | | | | 3/2017 | | | | 2,950,000 | | | 3.0 | | | 2.3 | | (2) | |
Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP (15) | | Outsourced supply chain solutions provider to operators of distribution centers | | First lien senior secured revolving loan | | | | | | 11/2020 | | 11/2025 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.13% | LIBOR (M) | 4.75% | | 11/2020 | | 11/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.13% | LIBOR (M) | 8.75% | | 11/2020 | | 11/2028 | | | 68.3 | | | 68.3 | | | 68.3 | | (2)(11) | |
| | | | Class A units | | | | | | 11/2020 | | | | 10,581 | | | 10.6 | | | 20.1 | | (2) | |
| | | | | | | | | | | | | | | | | 79.1 | | | 88.6 | | | |
Compex Legal Services, Inc. (15) | | Provider of outsourced litigated and non-litigated medical records retrieval services | | First lien senior secured revolving loan | | 9.51% | LIBOR (Q) | 5.25% | | 5/2022 | | 2/2025 | | | 1.8 | | | 1.7 | | | 1.8 | | (2)(11) | |
DTI Holdco, Inc. and OPE DTI Holdings, Inc. | | Provider of legal process outsourcing and managed services | | Class A common stock | | | | | | 8/2014 | | | | 7,500 | | | 7.5 | | | 6.3 | | (2) | |
| | | | Class B common stock | | | | | | 8/2014 | | | | 7,500 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 7.5 | | | 6.3 | | | |
Elevation Services Parent Holdings, LLC (15) | | Elevator service platform | | First lien senior secured revolving loan | | 10.36% | LIBOR (S) | 6.00% | | 12/2020 | | 12/2026 | | | 1.4 | | | 1.4 | | | 1.4 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.86% | LIBOR (S) | 6.00% | | 12/2020 | | 12/2026 | | | 10.2 | | | 10.2 | | | 10.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.47% | LIBOR (S) | 6.00% | | 5/2022 | | 12/2026 | | | 9.1 | | | 9.1 | | | 9.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 20.7 | | | 20.4 | | | |
HAI Acquisition Corporation and Aloha Topco, LLC (15) | | Professional employer organization offering human resources, compliance and risk management services | | First lien senior secured loan | | 10.42% | SOFR (M) | 6.00% | | 11/2017 | | 11/2025 | | | 60.5 | | | 60.5 | | | 60.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.41% | SOFR (Q) | 6.75% | | 12/2022 | | 11/2025 | | | 7.8 | | | 7.8 | | | 7.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.42% | SOFR (M) | 6.00% | | 9/2021 | | 11/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 11/2017 | | | | 16,980 | | | 1.7 | | | 3.1 | | (2) | |
| | | | | | | | | | | | | | | | | 70.1 | | | 71.5 | | | |
HH-Stella, Inc. and Bedrock Parent Holdings, LP (15) | | Provider of municipal solid waste transfer management services | | First lien senior secured revolving loan | | 9.94% | LIBOR (M) | 5.50% | | 4/2021 | | 4/2027 | | | 2.8 | | | 2.8 | | | 2.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.19% | LIBOR (Q) | 5.50% | | 4/2021 | | 4/2028 | | | 5.8 | | | 5.8 | | | 5.7 | | (2)(11) | |
| | | | Class A units | | | | | | 4/2021 | | | | 25,490 | | | 2.5 | | | 2.2 | | (2) | |
| | | | | | | | | | | | | | | | | 11.1 | | | 10.6 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, L.P. (15) | | Provider of commercial and industrial waste processing and disposal services | | First lien senior secured revolving loan | | | | | | 8/2022 | | 8/2028 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 10.63% | SOFR (M) | 6.25% | | 8/2022 | | 8/2029 | | | 3.5 | | | 3.5 | | | 3.5 | | (2)(11) | |
| | | | Class A units | | | | | | 9/2022 | | | | 10,000 | | | 10.0 | | | 12.5 | | (2) | |
| | | | | | | | | | | | | | | | | 13.5 | | | 16.0 | | | |
Kellermeyer Bergensons Services, LLC | | Provider of janitorial and facilities management services | | First lien senior secured loan | | 10.41% | LIBOR (Q) | 6.00% | | 11/2019 | | 11/2026 | | | 56.8 | | | 56.6 | | | 51.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.41% | LIBOR (Q) | 6.00% | | 7/2021 | | 11/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 56.7 | | | 51.2 | | | |
KPS Global LLC and Cool Group LLC | | Manufacturer of walk-in cooler and freezer systems | | First lien senior secured loan | | 9.92% | SOFR (M) | 5.50% | | 4/2017 | | 4/2024 | | | 12.6 | | | 12.6 | | | 12.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.92% | SOFR (M) | 5.50% | | 11/2018 | | 4/2024 | | | 3.3 | | | 3.3 | | | 3.3 | | (2)(11) | |
| | | | Class A units | | | | | | 9/2018 | | | | 13,292 | | | 1.1 | | | 5.2 | | | |
| | | | | | | | | | | | | | | | | 17.0 | | | 21.1 | | | |
Laboratories Bidco LLC and Laboratories Topco LLC (15) | | Lab testing services for nicotine containing products | | First lien senior secured revolving loan | | 12.25% | Base Rate (Q) | 4.75% | | 7/2021 | | 7/2027 | | | 8.8 | | | 8.8 | | | 8.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (Q) | 5.75% | | 10/2019 | | 7/2027 | | | 23.6 | | | 24.1 | | | 22.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.73% | LIBOR (Q) | 5.75% | | 10/2019 | | 7/2027 | | | 16.7 | | | 16.7 | | | 16.0 | | (11) | |
| | | | First lien senior secured loan | | 9.55% | LIBOR (S) | 5.75% | | 7/2021 | | 7/2027 | | | 4.4 | | | 4.4 | | | 4.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.73% | LIBOR (S) | 5.75% | | 10/2020 | | 7/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 7/2021 | | | | 3,099,335 | | | 4.6 | | | 4.5 | | (2) | |
| | | | | | | | | | | | | | | | | 58.7 | | | 55.9 | | | |
LJP Purchaser, Inc. and LJP Topco, LP (15) | | Provider of non-hazardous solid waste and recycling services | | First lien senior secured loan | | 10.44% | SOFR (Q) | 6.25% | | 9/2022 | | 9/2028 | | | 8.5 | | | 8.5 | | | 8.3 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 9/2022 | | | | 5,098,000 | | | 5.2 | | | 5.4 | | (2) | |
| | | | | | | | | | | | | | | | | 13.7 | | | 13.7 | | | |
Management Consulting & Research LLC (15) | | Provider of systems engineering and technical assistance to the US DoD | | First lien senior secured loan | | 10.94% | SOFR (S) | 6.00% | | 5/2022 | | 8/2027 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
Marmic Purchaser, LLC and Marmic Topco, L.P. (15) | | Provider of recurring fire protection services | | First lien senior secured loan | | 10.80% | SOFR (S) | 6.00% | | 2/2022 | | 3/2027 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.04% | SOFR (S) | 6.00% | | 3/2021 | | 3/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Limited partnership units | | 8.00% PIK | | | | 3/2021 | | | | 1,929,237 | | | 2.3 | | | 2.6 | | (2) | |
| | | | | | | | | | | | | | | | | 3.2 | | | 3.5 | | | |
Microstar Logistics LLC, Microstar Global Asset Management LLC, MStar Holding Corporation and Kegstar USA Inc. | | Keg management solutions provider | | Second lien senior secured loan | | 15.58% (11.00% PIK) | SOFR (Q) | 11.00% | | 8/2020 | | 7/2025 | | | 159.3 | | | 159.3 | | | 159.3 | | (11) | |
| | | | Series A preferred stock | | | | | | 8/2020 | | | | 1,507 | | | 1.5 | | | 2.6 | | (2) | |
| | | | Common stock | | | | | | 12/2012 | | | | 54,710 | | | 4.9 | | | 6.6 | | (2) | |
| | | | | | | | | | | | | | | | | 165.7 | | 168.5 | | |
NAS, LLC and Nationwide Marketing Group, LLC (15) | | Buying and marketing services organization for appliance, furniture and consumer electronics dealers | | First lien senior secured revolving loan | | 11.23% | SOFR (Q) | 6.50% | | 11/2020 | | 6/2024 | | | 0.6 | | 0.6 | | 0.6 | (2)(11) | |
| | | | First lien senior secured loan | | 11.23% | SOFR (Q) | 6.50% | | 11/2020 | | 6/2024 | | | 6.3 | | 6.3 | | 6.3 | (2)(11) | |
| | | | First lien senior secured loan | | 11.23% | SOFR (Q) | 6.50% | | 12/2021 | | 6/2024 | | | 2.3 | | 2.3 | | 2.3 | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 11.23% | SOFR (Q) | 6.50% | | 5/2022 | | 6/2024 | | | 1.3 | | 1.3 | | 1.3 | (2)(11) | |
| | | | | | | | | | | | | | | | | 10.5 | | 10.5 | | |
National Intergovernmental Purchasing Alliance Company (15) | | Leading group purchasing organization (“GPO”) for public agencies and educational institutions in the U.S | | First lien senior secured revolving loan | | 7.12% | SOFR (M) | 3.00% | | 5/2018 | | 5/2026 | | | 1.2 | | 1.2 | | 1.2 | (2) | |
Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P. (15) | | Provider of audience insights, data and analytics to entertainment industry | | First lien senior secured loan | | 8.82% | SOFR (Q) | 5.00% | | 10/2022 | | 4/2029 | | | 99.3 | | 90.4 | | 88.4 | (2)(11) | |
| | | | First lien senior secured loan | | 8.57% | SOFR (Q) | 4.75% | | 10/2022 | | 10/2028 | | | 74.0 | | 68.5 | | 65.9 | (2)(11) | |
| | | | First lien senior secured notes | | 9.29% | | | | 11/2022 | | | | | 52.8 | | 51.4 | | 49.8 | (2)(18) | |
| | | | First lien senior secured loan | | 6.25% | Euribor (Q) | 5.00% | | 10/2022 | | 4/2029 | | | 16.2 | | 13.5 | | 14.4 | (2) | |
| | | | Second lien senior secured loan | | 13.57% | SOFR (Q) | 9.75% | | 10/2022 | | 10/2029 | | | 221.3 | | 221.3 | | 214.7 | (2)(11) | |
| | | | Limited partnership interests | | | | | | 10/2022 | | | | 4,040,000 | | | 4.0 | | 4.0 | (2) | |
| | | | | | | | | | | | | | | | | 449.1 | | 437.2 | | |
Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-1 (15) | | Operator of multiple franchise concepts primarily related to home maintenance or repairs | | Senior subordinated loan | | 13.26% | LIBOR (Q) | 8.50% | | 9/2021 | | 8/2029 | | | 119.1 | | 119.1 | | 117.9 | (2)(11) | |
| | | | Limited partner interest | | | | | | 9/2021 | | | | 9,725,000 | | | 9.7 | | 10.2 | (2) | |
| | | | | | | | | | | | | | | | | 128.8 | | 128.1 | | |
North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC (15) | | Provider of fire safety and life safety services | | First lien senior secured loan | | 10.23% | SOFR (Q) | 5.50% | | 5/2021 | | 5/2027 | | | 20.0 | | 20.0 | | 20.0 | (2)(11) | |
| | | | First lien senior secured loan | | 10.08% | SOFR (Q) | 5.50% | | 3/2022 | | 5/2027 | | | 2.9 | | 2.9 | | 2.9 | (2)(11) | |
| | | | Common units | | | | | | 5/2021 | | | | 884,916 | | | 0.9 | | 2.9 | (2) | |
| | | | | | | | | | | | | | | | | 23.8 | | 25.8 | | |
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC (15) | | Provider of lawncare services | | First lien senior secured loan | | 11.05% | SOFR (Q) | 6.50% | | 12/2022 | | 5/2028 | | | 6.4 | | 6.3 | | 6.2 | (2)(11) | |
North Haven Stack Buyer, LLC (15) | | Provider of environmental testing services | | First lien senior secured revolving loan | | 9.92% | SOFR (M) | 5.50% | | 7/2021 | | 7/2027 | | | 0.8 | | 0.8 | | 0.8 | (2)(11) | |
| | | | First lien senior secured loan | | 9.90% | SOFR (M) | 5.50% | | 7/2021 | | 7/2027 | | | 6.9 | | 6.8 | | 6.7 | (2)(11) | |
| | | | | | | | | | | | | | | | | 7.6 | | 7.5 | | |
Petroleum Service Group LLC (15) | | Provider of operational services for US petrochemical and refining companies | | First lien senior secured revolving loan | | 9.71% | LIBOR (Q) | 6.00% | | 7/2019 | | 7/2025 | | | 2.5 | | 2.5 | | 2.5 | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.42% | LIBOR (Q) | 6.00% | | 7/2019 | | 7/2025 | | | 34.5 | | 34.5 | | 34.5 | (2)(11) | |
| | | | First lien senior secured loan | | 10.72% | LIBOR (Q) | 6.00% | | 12/2021 | | 7/2025 | | | 11.6 | | | 11.6 | | | 11.6 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 48.6 | | | 48.6 | | | |
Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC (15) | | Provider of janitorial and facilities management services | | First lien senior secured loan | | 10.47% | SOFR (S) | 5.50% | | 10/2021 | | 10/2027 | | | 65.0 | | | 65.0 | | | 63.1 | | (2)(11) | |
| | | | Class A units | | | | | | 10/2021 | | | | 7,900,000 | | | 7.9 | | | 8.4 | | (2) | |
| | | | | | | | | | | | | | | | | 72.9 | | | 71.5 | | | |
PS Operating Company LLC and PS Op Holdings LLC (5)(15) | | Specialty distributor and solutions provider to the swine and poultry markets | | First lien senior secured revolving loan | | 10.73% | LIBOR (Q) | 6.00% | | 12/2021 | | 12/2024 | | | 4.5 | | | 4.5 | | | 4.5 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 10.73% | LIBOR (Q) | 6.00% | | 12/2021 | | 12/2024 | | | 14.9 | | | 14.9 | | | 14.9 | | (2)(11) | |
| | | | Common unit | | | | | | 12/2021 | | | | 279,199 | | | 7.4 | | | 8.3 | | (2) | |
| | | | | | | | | | | | | | | | | 26.8 | | | 27.7 | | | |
R2 Acquisition Corp. | | Marketing services | | Common stock | | | | | | 5/2007 | | | | 250,000 | | | 0.2 | | | 0.1 | | (2) | |
RC V Tecmo Investor LLC | | Technology based aggregator for facility maintenance services | | Common member units | | | | | | 8/2020 | | | | 9,624,000 | | | 8.3 | | | 22.9 | | (2) | |
RE Community Holdings GP, LLC and RE Community Holdings, LP | | Operator of municipal recycling facilities | | Limited partnership interest | | | | | | 3/2011 | | | | 2.86% | | | — | | | — | | | |
| | | | Limited partnership interest | | | | | | 3/2011 | | | | 2.49% | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P. (15) | | Provider of FDA registration and consulting services | | First lien senior secured loan | | 9.38% | LIBOR (M) | 5.00% | | 8/2021 | | 8/2027 | | | 2.7 | | | 2.7 | | | 2.7 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 8/2021 | | | | 1.13% | | | 2.7 | | | 2.6 | | (2) | |
| | | | | | | | | | | | | | | | | 5.4 | | | 5.3 | | | |
Rodeo AcquisitionCo LLC (15) | | Provider of food inspection and recovery services | | First lien senior secured revolving loan | | 10.38% | LIBOR (M) | 6.00% | | 7/2021 | | 7/2027 | | | 1.3 | | | 1.3 | | | 1.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 7/2021 | | 7/2027 | | | 16.9 | | | 16.9 | | | 16.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 18.2 | | | 17.3 | | | |
Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P. (15) | | Provider of landscape design and planning, and snow removal services | | First lien senior secured revolving loan | | 10.14% | LIBOR (M) | 5.75% | | 12/2021 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.14% | LIBOR (M) | 5.75% | | 12/2021 | | 12/2027 | | | 0.6 | | | 0.6 | | | 0.6 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 4,502 | | | 11.1 | | | 14.7 | | (2) | |
| | | | | | | | | | | | | | | | | 11.9 | | | 15.5 | | | |
Shermco Intermediate Holdings, Inc. (15) | | Provider of electrician services | | First lien senior secured revolving loan | | 10.82% | SOFR (M) | 6.50% | | 5/2022 | | 6/2024 | | | 2.7 | | | 2.6 | | | 2.7 | | (2) | |
SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products LLC, The Safety Zone, LLC and SSE Parent, LP | | Manufacturer and distributor of personal protection equipment, commercial cleaning, maintenance and safety products | | Second lien senior secured loan | | | | | | 6/2020 | | 6/2030 | | | 21.0 | | | 21.0 | | | 14.3 | | (2)(10) | |
| | | | Limited partnership class A-1 units | | | | | | 6/2020 | | | | 2,173 | | | 1.1 | | | — | | (2) | |
| | | | Limited partnership class A-2 units | | | | | | 6/2020 | | | | 2,173 | | | 1.1 | | — | | (2) | |
| | | | | | | | | | | | | | | | | 23.2 | | 14.3 | | |
Startec Equity, LLC (5) | | Communication services | | Member interest | | | | | | 4/2010 | | | | | | | — | | | — | | | |
Stealth Holding LLC and UCIT Online Security Inc. | | Live video monitoring solutions provider | | First lien senior secured loan | | 10.54% | SOFR (Q) | 6.75% | | 3/2021 | | 3/2026 | | | 51.3 | | 51.3 | | 50.3 | (2)(6)(11) | |
| | | | First lien senior secured loan | | 11.08% | SOFR (Q) | 6.75% | | 3/2022 | | 3/2026 | | | 5.2 | | 5.2 | | 5.1 | (2)(6)(11) | |
| | | | First lien senior secured loan | | 13.75% | Base Rate (Q) | 6.25% | | 3/2021 | | 3/2026 | | | 2.5 | | 2.5 | | 2.4 | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 59.0 | | 57.8 | | |
The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P. (15) | | Market research company focused on the consumer packaged goods industry | | First lien senior secured revolving loan | | 10.07% | SOFR (M) | 5.75% | | 8/2022 | | 12/2027 | | | 1.7 | | 1.7 | | 1.7 | (2)(11)(14) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 10.43% (2.75% PIK) | SOFR (M) | 6.25% | | 8/2022 | | 12/2028 | | | 213.5 | | 213.5 | | 209.3 | (2)(11) | |
| | | | Class A units | | | | | | 8/2022 | | | | 10,744 | | | 11.3 | | 15.7 | (2) | |
| | | | | | | | | | | | | | | | | 226.5 | | 226.7 | | |
Thermostat Purchaser III, Inc. (15) | | Provider of commercial HVAC equipment maintenance and repair services | | Second lien senior secured loan | | 11.98% | LIBOR (Q) | 7.25% | | 8/2021 | | 8/2029 | | | 23.0 | | 23.0 | | 22.1 | (2)(11) | |
Visual Edge Technology, Inc. | | Provider of outsourced office solutions with a focus on printer and copier equipment and other parts and supplies | | First lien senior secured loan | | 11.74% (1.25% PIK) | LIBOR (Q) | 7.00% | | 8/2017 | | 8/2022 | | | 32.6 | | 32.6 | | 29.3 | (2)(11) | |
| | | | Senior subordinated loan | | | | | | 8/2017 | | 9/2024 | | | 103.8 | | 87.5 | | 48.8 | (2)(10) | |
| | | | Warrant to purchase shares of common stock | | | | | | 8/2017 | | 8/2027 | | 10,358,572 | | | 3.9 | | | — | | | |
| | | | | | | | | | | | | | | | | 124.0 | | 78.1 | | |
VRC Companies, LLC (15) | | Provider of records and information management services | | First lien senior secured loan | | 10.97% | SOFR (S) | 5.75% | | 5/2022 | | 6/2027 | | | — | | | 0.1 | | — | | (2)(11) | |
| | | | Senior subordinated loan | | 12.00% (2.00% PIK) | | | | 5/2022 | | 6/2028 | | | 5.0 | | 5.1 | | 4.7 | (2) | |
| | | | | | | | | | | | | | | | | 5.2 | | 4.7 | | |
Wash Encore Holdings, LLC | | Provider of outsourced healthcare linen management solutions | | First lien senior secured loan | | 9.12% | LIBOR (S) | 5.75% | | 7/2021 | | 7/2027 | | | 98.5 | | 98.5 | | 96.5 | (2)(11) | |
XIFIN, Inc. and ACP Charger Co-Invest LLC (15) | | Revenue cycle management provider to labs | | First lien senior secured revolving loan | | 12.25% | Base Rate (M) | 4.75% | | 2/2020 | | 2/2026 | | | 0.2 | | 0.2 | | 0.2 | (2)(11) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 12/2021 | | 2/2026 | | | 37.0 | | 37.0 | | 36.6 | (11) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 7/2021 | | 2/2026 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | Class A units | | | | | | 2/2020 | | | | 180,000 | | | 1.8 | | 4.2 | (2) | |
| | | | Class B units | | | | | | 12/2021 | | | | 46,363 | | | 0.9 | | 1.1 | (2) | |
| | | | | | | | | | | | | | | | | 40.0 | | 42.2 | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2116.3 | | 2077.0 | | 21.74% |
Investment Funds and Vehicles | | | | | | | | | | | | | | | | | | | | | |
ACAS Equity Holdings Corporation (5) | | Investment company | | Common stock | | | | | | 1/2017 | | | | 589 | | | 0.4 | | 0.4 | (6) | |
ARES 2007-3R | | Investment vehicle | | Subordinated notes | | | | | | 1/2017 | | 4/2021 | | 20.0 | | | — | | | 0.1 | (6) | |
Blue Wolf Capital Fund II, L.P. (4) | | Investment partnership | | Limited partnership interest | | | | | | 1/2017 | | | | 8.50% | | | — | | | 0.1 | (6)(18) | |
CoLTs 2005-1 Ltd. (5) | | Investment vehicle | | Preferred shares | | | | | | 1/2017 | | | | 360 | | | — | | | — | | (6) | |
CREST Exeter Street Solar 2004-1 | | Investment vehicle | | Preferred shares | | | | | | 1/2017 | | | | 3,500,000 | | | — | | | — | | (6) | |
European Capital UK SME Debt LP (4)(16) | | Investment partnership | | Limited partnership interest | | | | | | 1/2017 | | | | 45.00% | | | 18.0 | | 26.5 | (6) | |
HCI Equity, LLC (5) | | Investment company | | Member interest | | | | | | 4/2010 | | | | 100.00% | | | — | | | — | | (6)(18) | |
Partnership Capital Growth Investors III, L.P. | | Investment partnership | | Limited partnership interest | | | | | | 10/2011 | | | | 2.50% | | | 1.8 | | 3.9 | (2)(6)(18) | |
PCG-Ares Sidecar Investment II, L.P. (4)(16) | | Investment partnership | | Limited partnership interest | | | | | | 10/2014 | | | | 100.00% | | | 7.1 | | 15.5 | (2)(6) | |
PCG-Ares Sidecar Investment, L.P. (4) | | Investment partnership | | Limited partnership interest | | | | | | 5/2014 | | | | 100.00% | | | 4.3 | | 0.7 | (6) | |
Piper Jaffray Merchant Banking Fund I, L.P. | | Investment partnership | | Limited partnership interest | | | | | | 8/2012 | | | | 2.00% | | | 0.1 | | 0.5 | (6)(18) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Senior Direct Lending Program, LLC (5)(17) | | Co-investment vehicle | | Subordinated certificates | | 12.77% | LIBOR (Q) | 8.00% | | 7/2016 | | 12/2036 | | | 1,274.1 | | | 1,274.1 | | | 1,248.6 | | (6)(12) | |
| | | | Membership interest | | | | | | | | | | 87.50% | | | — | | | — | | (6) | |
| | | | | | | | | | | | | | | | | 1,274.1 | | | 1,248.6 | | | |
VSC Investors LLC | | Investment company | | Membership interest | | | | | | 1/2008 | | | | 1.95% | | | — | | | 0.5 | (2)(6)(18) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,305.8 | | | 1,296.8 | | | 13.57% |
Insurance Services | | | | | | | | | | | | | | | | | | | | | |
Acrisure, LLC and Acrisure Finance, Inc. | | Independent property and casualty insurance brokerage | | Senior subordinated loan | | 7.00% | | | | 7/2022 | | 11/2025 | | | 0.5 | | 0.5 | | 0.5 | (2)(18) | |
Alera Group, Inc. | | Insurance service provider | | First lien senior secured loan | | 10.42% | SOFR (M) | 6.00% | | 9/2021 | | 10/2028 | | | 60.6 | | 60.6 | | 58.8 | (2)(11) | |
Amynta Agency Borrower Inc. and Amynta Warranty Borrower Inc. | | Insurance service provider | | First lien senior secured loan | | 9.58% | SOFR (Q) | 5.00% | | 11/2022 | | 2/2025 | | | 14.6 | | 13.9 | | 14.0 | (2) | |
| | | | First lien senior secured loan | | 8.88% | LIBOR (M) | 4.50% | | 12/2018 | | 2/2025 | | | 2.3 | | 2.3 | | 2.2 | (2) | |
| | | | | | | | | | | | | | | | | 16.2 | | 16.2 | | |
AQ Sunshine, Inc. (15) | | Specialized insurance broker | | First lien senior secured revolving loan | | 10.42% | LIBOR (S) | 6.25% | | 4/2019 | | 4/2024 | | | 1.4 | | 1.4 | | 1.4 | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.42% | LIBOR (S) | 6.25% | | 1/2022 | | 4/2025 | | | 8.9 | | 8.9 | | 8.8 | (2)(11) | |
| | | | First lien senior secured loan | | 10.42% | LIBOR (S) | 6.25% | | 4/2019 | | 4/2025 | | | 8.5 | | 8.5 | | 8.3 | (2)(11) | |
| | | | First lien senior secured loan | | 10.42% | LIBOR (S) | 6.25% | | 10/2020 | | 4/2025 | | | 5.6 | | 5.6 | | 5.5 | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | LIBOR (Q) | 6.25% | | 5/2022 | | 4/2025 | | | 1.0 | | 1.0 | | 1.0 | (2)(11) | |
| | | | First lien senior secured loan | | 10.42% | LIBOR (S) | 6.25% | | 6/2021 | | 4/2025 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 25.5 | | 25.1 | | |
Ardonagh Midco 2 plc and Ardonagh Midco 3 plc | | Insurance broker and underwriting servicer | | First lien senior secured loan | | 8.81% | LIBOR (S) | 5.75% | | 8/2021 | | 7/2026 | | | 90.0 | | 90.0 | | 89.1 | (2)(6)(11) | |
| | | | First lien senior secured loan | | 8.19% | Euribor (Q) | 6.50% | | 8/2022 | | 7/2026 | | | 66.8 | | 64.5 | | 66.8 | (2)(6)(11) | |
| | | | First lien senior secured loan | | 8.19% | SONIA (S) | 7.00% | | 6/2020 | | 7/2026 | | | 75.0 | | 79.4 | | 75.0 | (2)(6)(11) | |
| | | | First lien senior secured loan | | 8.00% | Euribor (S) | 7.00% | | 6/2020 | | 7/2026 | | | 7.0 | | 7.5 | | 7.0 | (2)(6)(11) | |
| | | | Senior subordinated loan | | 11.50% PIK | | | | 6/2020 | | 1/2027 | | | 1.4 | | 1.4 | | 1.4 | (2)(6)(18) | |
| | | | | | | | | | | | | | | | | 242.8 | | 239.3 | | |
Benecon Midco II LLC and Locutus Holdco LLC (15) | | Employee benefits provider for small and mid-size employers | | Common units | | | | | | 12/2020 | | | | 9,803,682 | | | 10.0 | | 22.1 | | |
Benefytt Technologies, Inc. (15) | | Health insurance sales platform provider | | First lien senior secured loan | | 13.16% (9.18% PIK) | SOFR (S) | 8.75% | | 8/2021 | | 8/2027 | | | 29.1 | | 29.1 | | 23.9 | (2)(11) | |
Captive Resources Midco, LLC (15) | | Provider of independent consulting services to member-owned group captives | | First lien senior secured loan | | 7.20% | SOFR (M) | 2.88% | | 7/2022 | | 7/2029 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
Foundation Risk Partners, Corp. (15) | | Full service independent insurance agency | | First lien senior secured revolving loan | | 10.32% | SOFR (M) | 6.00% | | 10/2021 | | 10/2027 | | | 8.6 | | 8.6 | | 8.5 | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 6.00% | | 10/2021 | | 10/2028 | | | 112.6 | | 112.6 | | 111.5 | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 6.00% | | 4/2022 | | 10/2028 | | | 30.3 | | 30.3 | | 30.0 | (2)(11) | |
| | | | First lien senior secured loan | | 10.68% | SOFR (Q) | 6.00% | | 10/2021 | | 10/2028 | | | 1.1 | | 1.1 | | 1.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 152.6 | | 151.1 | | |
Galway Borrower LLC (15) | | Insurance service provider | | First lien senior secured revolving loan | | | | | | 9/2021 | | 9/2027 | | | — | | | — | | | — | | (13) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (Q) | 5.25% | | 9/2021 | | 9/2028 | | | 34.2 | | 34.2 | | 32.8 | (2)(11) | |
| | | | | | | | | | | | | | | | | 34.2 | | 32.8 | | |
High Street Buyer, Inc. and High Street Holdco LLC (15) | | Insurance brokerage platform | | First lien senior secured loan | | 10.73% | LIBOR (Q) | 6.00% | | 4/2021 | | 4/2028 | | | 22.8 | | 22.8 | | 22.6 | (2)(11) | |
| | | | First lien senior secured loan | | 9.99% | LIBOR (Q) | 5.75% | | 2/2022 | | 4/2028 | | | 14.7 | | 14.7 | | 14.4 | (2)(11) | |
| | | | First lien senior secured loan | | 10.73% | LIBOR (Q) | 6.00% | | 8/2021 | | 4/2028 | | | 12.3 | | 12.3 | | 12.1 | (2)(11) | |
| | | | Series A preferred units | | 10.00% PIK | | | | 4/2021 | | | | 110,561,971 | | | 125.5 | | 112.9 | (2) | |
| | | | Series A common units | | 10.00% PIK | | | | 4/2021 | | | | 4,649,000 | | | 5.5 | | 7.1 | (2) | |
| | | | Series C common units | | 10.00% PIK | | | | 4/2021 | | | | 5,666,050 | | | 0.7 | | 8.6 | (2) | |
| | | | | | | | | | | | | | | | | 181.5 | | 177.7 | | |
Inszone Mid, LLC and INSZ Holdings, LLC (15) | | Insurance brokerage firm | | First lien senior secured loan | | 11.33% | SOFR (M) | 7.00% | | 11/2022 | | 11/2028 | | | 17.6 | | 17.6 | | 17.1 | (2)(11) | |
| | | | Limited partnership interests | | | | | | 11/2022 | | | | 246,143 | | | 1.7 | | 1.7 | | |
| | | | | | | | | | | | | | | | | 19.3 | | 18.8 | | |
K2 Insurance Services, LLC and K2 Holdco LP (15) | | Specialty insurance and managing general agency | | First lien senior secured loan | | 9.73% | LIBOR (Q) | 5.00% | | 7/2019 | | 7/2026 | | | 50.4 | | 50.4 | | 50.4 | (2)(11) | |
| | | | First lien senior secured loan | | 9.73% | LIBOR (Q) | 5.00% | | 12/2021 | | 7/2026 | | | 2.3 | | 2.3 | | 2.3 | (2)(11) | |
| | | | First lien senior secured loan | | 9.54% | LIBOR (Q) | 5.00% | | 8/2021 | | 7/2026 | | | 0.2 | | 0.2 | | 0.2 | (2)(11) | |
| | | | Common units | | | | | | 7/2019 | | | | 799,000 | | | 0.8 | | 2.3 | (2) | |
| | | | | | | | | | | | | | | | | 53.7 | | 55.2 | | |
OneDigital Borrower LLC (15) | | Benefits broker and outsourced workflow automation platform provider for brokers | | First lien senior secured revolving loan | | | | | | 11/2020 | | 11/2025 | | | — | | | — | | | — | | (13) | |
Patriot Growth Insurance Services, LLC (15) | | National retail insurance agency | | First lien senior secured loan | | 8.87% | LIBOR (Q) | 5.50% | | 10/2021 | | 10/2028 | | | 16.0 | | 15.8 | | 15.5 | (2)(11) | |
People Corporation (15) | | Provider of group benefits, group retirement and human resources services | | First lien senior secured revolving loan | | 10.99% | CDOR (Q) | 6.25% | | 2/2021 | | 2/2027 | | | 1.3 | | | 1.3 | | | 1.3 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.91% | LIBOR (Q) | 6.25% | | 2/2021 | | 2/2028 | | | 40.9 | | | 43.7 | | | 40.5 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.91% | CDOR (Q) | 6.25% | | 2/2021 | | 2/2028 | | | 12.8 | | | 14.0 | | | 12.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.17% | CDOR (Q) | 5.50% | | 9/2021 | | 2/2028 | | | 8.1 | | | 8.4 | | | 7.8 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 67.4 | | | 62.2 | | | |
Riser Merger Sub, Inc. (15) | | Insurance program administrator | | First lien senior secured loan | | 9.33% | SOFR (Q) | 5.75% | | 8/2022 | | 8/2028 | | | 0.7 | | | 0.8 | | | 0.7 | | (2)(11) | |
RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc. (15) | | Insurance broker | | First lien senior secured loan | | 9.79% | SOFR (Q) | 5.50% | | 11/2019 | | 10/2026 | | | 32.8 | | | 32.8 | | | 31.8 | | (2)(11) | |
SageSure Holdings, LLC & Insight Catastrophe Group, LLC (15) | | Insurance service provider | | First lien senior secured revolving loan | | 10.14% | LIBOR (M) | 5.75% | | 1/2022 | | 1/2028 | | | 5.9 | | | 5.9 | | | 5.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.13% (1.63% PIK) | LIBOR (M) | 5.75% | | 1/2022 | | 1/2028 | | | 14.0 | | | 14.0 | | | 13.9 | | (2)(11) | |
| | | | Series A units | | | | | | 2/2022 | | | | 732 | | | 15.6 | | | 16.0 | | | |
| | | | | | | | | | | | | | | | | 35.5 | | | 35.8 | | | |
SCM Insurance Services Inc. (15) | | Provider of claims management, claims investigation & support and risk management solutions for the Canadian property and casualty insurance industry | | First lien senior secured loan | | 11.16% | CDOR (Q) | 6.25% | | 6/2022 | | 8/2024 | | | 61.1 | | | 64.2 | | | 61.1 | | (2)(6)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SelectQuote, Inc. | | Direct to consumer insurance distribution platform | | First lien senior secured loan | | 12.42% (2.00% PIK) | SOFR (M) | 8.00% | | 11/2019 | | 11/2024 | | | 22.2 | | | 22.2 | | | 19.5 | | (2)(11) | |
SG Acquisition, Inc. | | Provider of insurance solutions for car sales | | First lien senior secured loan | | 9.17% | LIBOR (Q) | 5.00% | | 1/2020 | | 1/2027 | | | 33.8 | | | 33.8 | | | 33.5 | | (2)(11) | |
Spring Insurance Solutions, LLC | | Technology-based direct to consumer sales and marketing platform for insurance products | | First lien senior secured loan | | 11.23% | LIBOR (Q) | 6.50% | | 11/2020 | | 11/2025 | | | 22.0 | | | 22.0 | | | 19.6 | | (2)(11) | |
THG Acquisition, LLC (15) | | Multi-line insurance broker | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 12/2021 | | 12/2026 | | | 17.0 | | | 17.0 | | | 16.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 12/2020 | | 12/2026 | | | 14.9 | | | 14.9 | | | 14.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 12/2019 | | 12/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 32.0 | | | 31.5 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,152.6 | | | 1,132.8 | | | 11.86% |
Power Generation | | | | | | | | | | | | | | | | | | | | | |
Apex Clean Energy TopCo, LLC (4) | | Developer, builder and owner of utility-scale wind and solar power facilities | | Class A common units | | | | | | 11/2021 | | | | 1,335,610 | | | 98.7 | | | 150.6 | | | |
Ferrellgas, L.P. and Ferrellgas Partners, L.P. | | Distributor of propane and related accessories | | Senior preferred units | | 8.96% | | | | 3/2021 | | | | 59,422 | | | 59.5 | | | 60.0 | | | |
| | | | Class B units | | | | | | 9/2022 | | | | 59,428 | | | 14.9 | | | 14.9 | | | |
| | | | | | | | | | | | | | | | | 74.4 | | | 74.9 | | | |
Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC (5) | | Developer of utility scale solar systems | | First lien senior secured loan | | 11.00% (8.54% PIK) | | | | 4/2021 | | 4/2024 | | | 79.3 | | | 79.3 | | | 79.3 | | (2) | |
| | | | Class A1 units | | | | | | 4/2021 | | | | 76,446,352 | | | 77.1 | | | 124.0 | | | |
| | | | Class A2 units | | | | | | 3/2022 | | | | 4,072,278 | | | 3.8 | | | 6.3 | | | |
| | | | | | | | | | | | | | | | | 160.2 | | 209.6 | | |
Opal Fuels LLC and Opal Fuels Inc. | | Owner of natural gas facilities | | Senior subordinated loan | | 8.00% PIK | | | | 7/2022 | | 12/2026 | | | 28.5 | | 24.8 | | 28.5 | (6) | |
| | | | Class A common stock | | | | | | 7/2022 | | | | 3,059,533 | | | 23.3 | | 22.3 | (6)(18) | |
| | | | | | | | | | | | | | | | | 48.1 | | 50.8 | | |
PosiGen, Inc. | | Seller and leaser of solar power systems for residential and commercial customers | | Warrant to purchase shares of series D-1 preferred stock | | | | | | 6/2021 | | 6/2028 | | 101,555 | | | — | | | — | | | |
| | | | Warrant to purchase shares of common stock | | | | | | 1/2020 | | 1/2027 | | 1,112,022 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
Potomac Intermediate Holdings II LLC (5) | | Gas turbine power generation facilities operator | | Series A units | | | | | | 11/2021 | | | | 226,884,442 | | | 185.7 | | 143.2 | | |
Riverview Power LLC (15) | | Operator of natural gas and oil fired power generation facilities | | First lien senior secured loan | | 13.73% | LIBOR (Q) | 9.00% | | 8/2021 | | 6/2024 | | | 57.6 | | 56.7 | | 57.6 | (2)(11) | |
SE1 Generation, LLC | | Solar power developer | | Senior subordinated loan | | 12.25% (5.50% PIK) | | | | 12/2019 | | 5/2023 | | | 57.5 | | 57.5 | | 57.5 | (2) | |
Sunrun Atlas Depositor 2019-2, LLC and Sunrun Atlas Holdings 2019-2, LLC | | Residential solar energy provider | | First lien senior secured loan | | 3.61% | | | | 10/2019 | | 2/2055 | | | 0.1 | | 0.1 | | 0.1 | (2) | |
| | | | Senior subordinated loan | | 11.16% (5.01% PIK) | LIBOR (Q) | 6.75% | | 11/2019 | | 11/2025 | | | 147.9 | | 147.9 | | 136.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 148.0 | | 136.2 | | |
Sunrun Luna Holdco 2021, LLC (15) | | Residential solar energy provider | | Senior subordinated revolving loan | | 7.86% | SOFR (Q) | 3.50% | | 3/2022 | | 4/2024 | | | 24.4 | | 24.4 | | 24.2 | (2)(6) | |
| | | | Senior subordinated revolving loan | | 8.95% | SOFR (Q) | 7.88% | | 3/2022 | | 4/2024 | | | 16.3 | | 16.3 | | 16.1 | (2)(6) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 40.7 | | 40.3 | | |
Sunrun Xanadu Issuer 2019-1, LLC and Sunrun Xanadu Holdings 2019-1, LLC | | Residential solar energy provider | | First lien senior secured loan | | 3.98% | | | | 6/2019 | | 6/2054 | | | 0.3 | | 0.3 | | 0.3 | (2) | |
| | | | Senior subordinated loan | | 10.00% (6.00% PIK) | LIBOR (Q) | 6.75% | | 6/2019 | | 7/2030 | | | 72.5 | | 72.5 | | 67.3 | (2)(11) | |
| | | | | | | | | | | | | | | | | 72.8 | | 67.6 | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 942.8 | | 988.3 | | 10.34% |
Consumer Services | | | | | | | | | | | | | | | | | | | | | |
ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc. (5) | | Restaurant owner and operator | | First lien senior secured loan | | | | | | 12/2016 | | 8/2022 | | | 8.3 | | — | | | — | | (2)(10) | |
Aimbridge Acquisition Co., Inc. | | Hotel operator | | Second lien senior secured loan | | 11.62% | LIBOR (M) | 7.50% | | 2/2019 | | 2/2027 | | | 22.5 | | 22.3 | | 21.8 | (2) | |
American Residential Services L.L.C. and Aragorn Parent Holdings LP (15) | | Heating, ventilation and air conditioning services provider | | First lien senior secured revolving loan | | 7.14% | LIBOR (M) | 2.75% | | 10/2020 | | 10/2025 | | | 0.6 | | 0.6 | | 0.6 | (2) | |
| | | | First lien senior secured revolving loan | | 9.25% | Base Rate (M) | 1.75% | | 10/2020 | | 10/2025 | | | 0.3 | | 0.3 | | 0.3 | (2) | |
| | | | Second lien senior secured loan | | 13.23% | LIBOR (Q) | 8.50% | | 10/2020 | | 10/2028 | | | 56.4 | | 56.4 | | 56.4 | (2)(11) | |
| | | | Series A preferred units | | 10.00% PIK | | | | 10/2020 | | | | 2,531,500 | | | 3.2 | | 6.5 | (2) | |
| | | | | | | | | | | | | | | | | 60.5 | | 63.8 | | |
ATI Restoration, LLC (15) | | Provider of disaster recovery services | | First lien senior secured revolving loan | | 11.50% | Base Rate (Q) | 4.00% | | 7/2020 | | 7/2026 | | | 4.7 | | 4.7 | | 4.7 | (2)(11)(14) | |
| | | | First lien senior secured loan | | 9.36% | SOFR (Q) | 5.00% | | 7/2020 | | 7/2026 | | | 33.0 | | 33.0 | | 33.0 | (2)(11) | |
| | | | First lien senior secured loan | | 9.65% | SOFR (Q) | 5.00% | | 5/2022 | | 7/2026 | | | 8.2 | | 8.2 | | 8.2 | (2)(11) | |
| | | | | | | | | | | | | | | | | 45.9 | | 45.9 | | |
Belfor Holdings, Inc. (15) | | Disaster recovery services provider | | First lien senior secured revolving loan | | 7.25% | LIBOR (M) | 3.75% | | 4/2019 | | 4/2024 | | | 11.6 | | 12.1 | | 12.1 | (2)(14) | |
| | | | First lien senior secured revolving loan | | 10.25% | Base Rate (M) | 2.75% | | 4/2019 | | 4/2024 | | | 1.4 | | 1.5 | | 1.4 | (2)(14) | |
| | | | | | | | | | | | | | | | | 13.6 | | 13.5 | | |
Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L. | | Manager and operator of banquet facilities, restaurants, hotels and other leisure properties | | First lien senior secured loan | | 15.48% | LIBOR (Q) | 10.75% | | 5/2018 | | 5/2023 | | | 68.2 | | 68.0 | | 66.9 | (2)(11) | |
| | | | First lien senior secured loan | | 15.48% | LIBOR (Q) | 10.75% | | 12/2020 | | 5/2023 | | | 30.0 | | 29.7 | | 29.4 | (2)(11) | |
| | | | First lien senior secured loan | | 15.48% | LIBOR (Q) | 10.75% | | 12/2019 | | 5/2023 | | | 20.0 | | 19.7 | | 19.6 | (2)(11) | |
| | | | First lien senior secured loan | | 15.48% | LIBOR (Q) | 10.75% | | 7/2019 | | 5/2023 | | | 15.5 | | 15.4 | | 15.2 | (2)(11) | |
| | | | First lien senior secured loan | | 15.23% | LIBOR (Q) | 10.50% | | 11/2018 | | 5/2023 | | | 12.2 | | 12.2 | | 11.9 | (2)(11) | |
| | | | First lien senior secured loan | | 15.48% | LIBOR (Q) | 10.75% | | 6/2020 | | 5/2023 | | | 4.9 | | 4.9 | | 4.8 | (2)(11) | |
| | | | First lien senior secured loan | | 15.48% | LIBOR (Q) | 10.75% | | 8/2018 | | 5/2023 | | | 3.0 | | 3.0 | | 3.0 | (2)(11) | |
| | | | First lien senior secured loan | | 15.48% | LIBOR (Q) | 10.75% | | 11/2018 | | 5/2023 | | | 3.0 | | 3.0 | | 3.0 | (2)(11) | |
| | | | Warrant to purchase units of shares | | | | | | 3/2021 | | 3/2041 | | 718.66 | | | 2.1 | | 8.8 | (2)(6) | |
| | | | | | | | | | | | | | | | | 158.0 | | 162.6 | | |
CMG HoldCo, LLC and CMG Buyer Holdings, Inc. (15) | | Provider of commercial HVAC equipment maintenance and repair services | | First lien senior secured revolving loan | | 9.47% | SOFR (Q) | 5.00% | | 5/2022 | | 5/2028 | | | 0.4 | | 0.4 | | 0.4 | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 9.52% | SOFR (Q) | 5.25% | | 5/2022 | | 5/2028 | | | 21.8 | | 21.8 | | 21.4 | (2)(11) | |
| | | | First lien senior secured loan | | 9.40% | SOFR (Q) | 5.00% | | 5/2022 | | 5/2028 | | | 3.8 | | 3.8 | | 3.7 | (2)(11) | |
| | | | Common stock | | | | | | 5/2022 | | | | 289 | | | 2.9 | | 4.6 | (2) | |
| | | | | | | | | | | | | | | | | 28.9 | | 30.1 | | |
CST Holding Company (15) | | Provider of ignition interlock devices | | First lien senior secured revolving loan | | 10.97% | SOFR (M) | 6.75% | | 11/2022 | | 11/2028 | | | 0.2 | | 0.2 | | 0.2 | (2)(11) | |
| | | | First lien senior secured loan | | 10.97% | SOFR (M) | 6.75% | | 11/2022 | | 11/2028 | | | 11.8 | | 11.8 | | 11.4 | (2)(11) | |
| | | | | | | | | | | | | | | | | 12.0 | | 11.6 | | |
Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC (15) | | Provider of plumbing and HVAC services | | First lien senior secured revolving loan | | | | | | 11/2020 | | 11/2025 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.49% | LIBOR (Q) | 5.75% | | 4/2021 | | 11/2026 | | | 78.1 | | 78.1 | | 76.5 | (2)(11) | |
| | | | First lien senior secured loan | | 9.49% | LIBOR (Q) | 5.75% | | 11/2020 | | 11/2026 | | | 48.2 | | 48.2 | | 47.2 | (2)(11) | |
| | | | First lien senior secured loan | | 9.71% | LIBOR (Q) | 5.75% | | 11/2021 | | 11/2026 | | | 19.6 | | 19.6 | | 19.2 | (2)(11) | |
| | | | First lien senior secured loan | | 14.94% | LIBOR (Q) | 10.19% | | 11/2021 | | 11/2026 | | | 5.6 | | 5.6 | | 5.5 | (2)(11) | |
| | | | Class A units | | | | | | 11/2020 | | | | 6,447 | | | 22.9 | | 42.0 | (2) | |
| | | | | | | | | | | | | | | | | 174.4 | | 190.4 | | |
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P. (15) | | Provider of residential roofing and exterior repair and replacement services | | First lien senior secured loan | | 11.40% | SOFR (Q) | 6.75% | | 12/2022 | | 12/2028 | | | 11.4 | | | 11.4 | | | 11.1 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2022 | | | | 9,524,000 | | | 9.5 | | | 9.5 | | (2) | |
| | | | | | | | | | | | | | | | | 20.9 | | | 20.6 | | | |
Jenny C Acquisition, Inc. | | Health club franchisor | | Senior subordinated loan | | 8.00% PIK | | | | 4/2019 | | 4/2025 | | | 1.6 | | | 1.6 | | | 1.6 | | (2) | |
KeyStone Sub-debt HoldCo, LLC | | Planet Fitness franchisee | | Senior subordinated loan | | 10.00% PIK | | | | 1/2021 | | 1/2027 | | | 60.0 | | | 57.6 | | | 58.8 | | (2) | |
| | | | Senior subordinated loan | | 10.00% PIK | | | | 9/2021 | | 1/2027 | | | 8.0 | | | 8.0 | | | 7.8 | | (2) | |
| | | | Warrant to purchase Class C interests | | | | | | 1/2021 | | 1/2027 | | 24.7581 | | | 3.6 | | | 8.3 | | (2) | |
| | | | | | | | | | | | | | | | | 69.2 | | | 74.9 | | | |
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. (15) | | Franchising platform offering adolescent development programs | | First lien senior secured revolving loan | | 12.54% | SOFR (S) | 7.50% | | 12/2022 | | 12/2027 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.54% | SOFR (S) | 7.50% | | 12/2022 | | 12/2027 | | | 16.2 | | | 16.2 | | | 15.8 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 12/2022 | | | | 1,972,732 | | | 2.0 | | | 2.0 | | | |
| | | | | | | | | | | | | | | | | 18.9 | | | 18.5 | | | |
LSP Holdco, LLC and ZBS Mechanical Group Co-Invest Fund 2, LLC (15) | | Provider of residential HVAC and plumbing services | | First lien senior secured loan | | 10.59% | SOFR (Q) | 6.38% | | 10/2021 | | 10/2026 | | | 21.2 | | | 21.2 | | | 21.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.89% | SOFR (Q) | 6.38% | | 4/2022 | | 10/2026 | | | 6.7 | | | 6.7 | | | 6.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.42% | SOFR (Q) | 6.38% | | 9/2022 | | 10/2026 | | | 6.1 | | | 6.1 | | | 6.2 | | (2)(11) | |
| | | | Membership interest | | | | | | 10/2021 | | | | 2,771,000 | | | 2.8 | | | 15.5 | | | |
| | | | | | | | | | | | | | | | | 36.8 | | | 50.1 | | | |
ME Equity LLC | | Franchisor in the massage industry | | Common stock | | | | | | 9/2012 | | | | 3,000,000 | | | 3.0 | | | 4.5 | | (2) | |
Movati Athletic (Group) Inc. | | Premier health club operator | | First lien senior secured loan | | 10.18% (0.50% PIK) | CDOR (Q) | 6.00% | | 10/2017 | | 10/2024 | | | 4.7 | | | 4.9 | | | 4.6 | | (2)(6)(11) | |
OTG Management, LLC | | Airport restaurant operator | | Class A preferred units | | | | | | 8/2016 | | | | 3,000,000 | | | 25.3 | | | 13.1 | | (2) | |
| | | | Common units | | | | | | 1/2011 | | | | 3,000,000 | | | 3.0 | | | — | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Warrant to purchase of common units | | | | | | 6/2008 | | 6/2028 | | 7.73% | | | 0.1 | | | — | | | |
| | | | | | | | | | | | | | | | | 28.4 | | | 13.1 | | | |
Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings LLC (15) | | Provider of commercial HVAC services | | First lien senior secured loan | | 10.47% | SOFR (Q) | 6.00% | | 8/2022 | | 8/2028 | | | 1.4 | | | 1.4 | | | 1.4 | | (2)(11) | |
| | | | Class A units | | | | | | 8/2022 | | | | 1,001 | | | 9.7 | | | 11.0 | | (2) | |
| | | | | | | | | | | | | | | | | 11.1 | | | 12.4 | | | |
Pyramid Management Advisors, LLC and Pyramid Investors, LLC (15) | | Hotel operator | | First lien senior secured revolving loan | | 11.60% (1.25% PIK) | LIBOR (M) | 7.25% | | 4/2018 | | 7/2023 | | | 9.7 | | | 9.7 | | | 9.7 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 11.63% (1.25% PIK) | LIBOR (M) | 7.25% | | 4/2018 | | 7/2023 | | | 16.9 | | | 16.9 | | | 16.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.63% (1.25% PIK) | LIBOR (M) | 7.25% | | 12/2019 | | 7/2023 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Preferred membership units | | | | | | 7/2016 | | | | 996,833 | | | 1.0 | | | 0.9 | | | |
| | | | | | | | | | | | | | | | | 27.7 | | | 27.6 | | | |
Redwood Services, LLC and Redwood Services Holdco, LLC (15) | | Provider of residential HVAC and plumbing services | | First lien senior secured loan | | 11.17% | SOFR (M) | 6.75% | | 9/2022 | | 12/2025 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.17% | SOFR (M) | 6.75% | | 12/2021 | | 12/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.17% | SOFR (M) | 6.75% | | 12/2020 | | 12/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Series D units | | 8.00% PIK | | | | 12/2020 | | | | 19,592,999 | | | 20.5 | | | 33.9 | | | |
| | | | | | | | | | | | | | | | | 21.6 | | | 35.0 | | | |
Safe Home Security, Inc., Security Systems Inc., Safe Home Monitoring, Inc., National Protective Services, Inc., Bright Integrations LLC and Medguard Alert, Inc. | | Provider of safety systems for business and residential customers | | First lien senior secured loan | | 11.63% | LIBOR (M) | 7.25% | | 8/2020 | | 8/2024 | | | 47.9 | | | 47.9 | | | 47.9 | | (2)(11) | |
Service Logic Acquisition, Inc. and MSHC, Inc. | | Heating, ventilation and air conditioning services provider | | First lien senior secured loan | | 9.59% | SOFR (Q) | 5.50% | | 10/2022 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
SV-Burton Holdings, LLC and LBC Breeze Holdings LLC (15) | | Provider of HVAC and plumbing services to residential and commercial customers | | First lien senior secured loan | | 9.93% | LIBOR (Q) | 5.50% | | 12/2021 | | 12/2027 | | | 1.3 | | | 1.3 | | | 1.3 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 4,296 | | | 4.3 | | | 4.8 | | | |
| | | | | | | | | | | | | | | | | 5.6 | | | 6.1 | | | |
Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P. (15) | | Planet Fitness franchisee | | First lien senior secured revolving loan | | 9.51% (0.50% PIK) | LIBOR (S) | 4.75% | | 7/2018 | | 7/2025 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 10.05% (0.50% PIK) | SOFR (M) | 5.63% | | 7/2018 | | 7/2025 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.92% (0.50% PIK) | LIBOR (S) | 4.75% | | 3/2020 | | 7/2025 | | | 1.4 | | | 1.4 | | | 1.4 | | (2)(11) | |
| | | | Class A units | | | | | | 7/2018 | | | | 37,020 | | | 3.8 | | | 4.6 | | | |
| | | | | | | | | | | | | | | | | 6.0 | | | 6.8 | | | |
The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc. (15) | | Premier health club operator | | First lien senior secured loan | | 14.00% (2.00% PIK) | Base Rate (Q) | 6.50% | | 12/2019 | | 12/2024 | | | 12.5 | | | 12.5 | | | 12.5 | | (2)(11) | |
The Arcticom Group, LLC and AMCP Mechanical Holdings, LP (15) | | Refrigeration, heating, ventilation and air conditioning services provider | | First lien senior secured revolving loan | | 10.10% | LIBOR (M) | 6.00% | | 12/2021 | | 12/2027 | | | 8.9 | | | 8.9 | | | 8.8 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured revolving loan | | 12.50% | Base Rate (M) | 5.00% | | 12/2021 | | 12/2027 | | | 2.5 | | | 2.5 | | | 2.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.57% | LIBOR (S) | 6.00% | | 8/2022 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.08% | LIBOR (Q) | 6.00% | | 12/2021 | | 12/2027 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 5,667,160 | | | 5.7 | | | 8.5 | | | |
| | | | | | | | | | | | | | | | | 17.5 | | | 20.2 | | | |
YE Brands Holdings, LLC (15) | | Sports camp operator | | First lien senior secured revolving loan | | 9.47% | SOFR (Q) | 5.00% | | 10/2021 | | 10/2027 | | | 1.5 | | | 1.5 | | | 1.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.93% | SOFR (Q) | 5.25% | | 6/2022 | | 10/2027 | | | 8.2 | | | 8.2 | | | 8.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.68% | SOFR (Q) | 5.00% | | 10/2021 | | 10/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 9.8 | | | 9.8 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 859.1 | | | 906.0 | | | 9.48% |
Consumer Durables and Apparel | | | | | | | | | | | | | | | | | | | | | |
Badger Sportswear Acquisition, Inc. | | Provider of team uniforms and athletic wear | | Second lien senior secured loan | | 13.57% | LIBOR (Q) | 9.00% | | 9/2016 | | 6/2024 | | | 56.8 | | | 56.8 | | | 56.8 | | (2)(11) | |
Bowhunter Holdings, LLC | | Provider of branded archery and bowhunting accessories | | Common units | | | | | | 4/2014 | | | | 421 | | | 4.2 | | | — | | | |
Centric Brands LLC and Centric Brands GP LLC (15) | | Designer, marketer and distributor of licensed and owned apparel | | First lien senior secured revolving loan | | 9.70% | SOFR (Q) | 5.75% | | 5/2020 | | 10/2024 | | | 5.0 | | | 5.0 | | | 4.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.30% (7.33% PIK) | SOFR (Q) | 9.00% | | 10/2018 | | 10/2025 | | | 75.4 | | | 75.3 | | | 70.9 | | (2)(11) | |
| | | | Membership interests | | | | | | 10/2018 | | | | 279,392 | | | 2.9 | | | 2.9 | | (2) | |
| | | | | | | | | | | | | | | | | 83.2 | | | 78.5 | | | |
DRS Holdings III, Inc. and DRS Holdings I, Inc. (15) | | Footwear and orthopedic foot-care brand | | First lien senior secured loan | | 10.47% | LIBOR (Q) | 5.75% | | 11/2019 | | 11/2025 | | | 28.0 | | | 28.0 | | | 26.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.47% | LIBOR (Q) | 5.75% | | 6/2021 | | 11/2025 | | | 25.8 | | | 25.8 | | | 24.8 | | (11) | |
| | | | Common stock | | | | | | 11/2019 | | | | 8,549 | | | 8.5 | | | 7.2 | | (2) | |
| | | | | | | | | | | | | | | | | 62.3 | | | 58.8 | | | |
Implus Footcare, LLC | | Provider of footwear and other accessories | | First lien senior secured loan | | 13.98% (1.50% PIK) | SOFR (Q) | 9.25% | | 6/2017 | | 4/2024 | | | 102.7 | | | 102.7 | | | 92.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.48% (0.27% PIK) | SOFR (Q) | 7.75% | | 6/2017 | | 4/2024 | | | 14.1 | | | 14.1 | | | 12.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.48% (0.27% PIK) | SOFR (Q) | 7.75% | | 7/2018 | | 4/2024 | | | 5.0 | | | 5.0 | | | 4.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.98% (0.30% PIK) | SOFR (Q) | 9.25% | | 6/2016 | | 4/2024 | | | 1.3 | | | 1.3 | | | 1.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 123.1 | | | 110.6 | | | |
Johnnie-O Inc. and Johnnie-O Holdings Inc. | | Apparel retailer | | First lien senior secured loan | | 10.65% (4.50% PIK) | SOFR (Q) | 6.00% | | 3/2022 | | 3/2027 | | | 19.2 | | | 18.3 | | | 18.8 | | (2)(11) | |
| | | | Series A convertible preferred stock | | | | | | 3/2022 | | | | 144,211 | | | 4.3 | | | 5.5 | | (2) | |
| | | | Warrant to purchase shares of common stock | | | | | | 3/2022 | | 3/2032 | | 76,491 | | | 1.0 | | | 1.3 | | (2) | |
| | | | | | | | | | | | | | | | | 23.6 | | | 25.6 | | | |
Lew's Intermediate Holdings, LLC (15) | | Outdoor brand holding company | | First lien senior secured loan | | 9.40% | SOFR (Q) | 5.00% | | 2/2021 | | 2/2028 | | | 1.0 | | | 1.0 | | | 0.9 | | (2)(11) | |
New Era Cap, LLC | | Sports apparel manufacturing company | | First lien senior secured loan | | 9.94% | LIBOR (Q) | 6.00% | | 1/2022 | | 7/2027 | | | 27.8 | | | 27.8 | | | 27.8 | | (2)(11) | |
Pelican Products, Inc. (15) | | Flashlights manufacturer | | Second lien senior secured loan | | 12.20% | LIBOR (Q) | 7.75% | | 12/2021 | | 12/2029 | | | 60.0 | | | 60.0 | | | 55.8 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rawlings Sporting Goods Company, Inc. and Easton Diamond Sports, LLC | | Sports equipment manufacturing company | | First lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 12/2020 | | 12/2026 | | | 49.7 | | | 49.7 | | | 49.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 11/2021 | | 12/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 49.8 | | | 49.8 | | | |
Reef Lifestyle, LLC (15) | | Apparel retailer | | First lien senior secured revolving loan | | 14.50% (2.00% PIK) | SOFR (Q) | 10.00% | | 10/2018 | | 10/2024 | | | 35.5 | | | 35.5 | | | 34.4 | | (2)(11)(14) | |
| | | | First lien senior secured revolving loan | | 14.32% (4.96% PIK) | SOFR (M) | 10.00% | | 7/2020 | | 10/2024 | | | 1.0 | | | 0.9 | | | 1.0 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 12.74% (2.00% PIK) | LIBOR (Q) | 8.00% | | 10/2018 | | 10/2024 | | | 23.7 | | | 23.7 | | | 22.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.15% (2.00% PIK) | LIBOR (Q) | 5.75% | | 7/2020 | | 10/2024 | | | 1.3 | | | 1.3 | | | 1.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 61.4 | | | 59.6 | | | |
S Toys Holdings LLC (fka The Step2 Company, LLC) (5) | | Toy manufacturer | | Class B common units | | | | | | 10/2014 | | | | 126,278,000 | | | — | | | — | | | |
| | | | Common units | | | | | | 4/2011 | | | | 1,116,879 | | | — | | | — | | | |
| | | | Warrant to purchase units | | | | | | 4/2010 | | | | 3,157,895 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | — | | | — | | | |
SHO Holding I Corporation | | Manufacturer and distributor of slip resistant footwear | | Second lien senior secured loan | | | | | | 10/2015 | | 10/2024 | | | 124.9 | | | 120.4 | | | 82.4 | | (2)(10) | |
Shock Doctor, Inc. and Shock Doctor Holdings, LLC (4)(15) | | Developer, marketer and distributor of sports protection equipment and accessories | | First lien senior secured loan | | 9.84% | SOFR (Q) | 5.00% | | 5/2019 | | 5/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A preferred units | | | | | | 3/2014 | | | | 50,000 | | | 5.0 | | | 1.8 | | (2) | |
| | | | Class C preferred units | | | | | | 4/2015 | | | | 50,000 | | | 5.0 | | | 1.8 | | (2) | |
| | | | Preferred units | | | | | | 5/2019 | | | | 14,591 | | | 1.6 | | | 2.3 | | (2) | |
| | | | | | | | | | | | | | | | | 11.7 | | | 6.0 | | | |
SVP-Singer Holdings Inc. and SVP-Singer Holdings LP | | Manufacturer of consumer sewing machines | | First lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 7/2021 | | 7/2028 | | | 44.4 | | | 43.5 | | | 36.4 | | (2)(11) | |
| | | | Class A common units | | | | | | 7/2021 | | | | 6,264,706 | | | 26.1 | | | 4.0 | | (2) | |
| | | | | | | | | | | | | | | | | 69.6 | | | 40.4 | | | |
Totes Isotoner Corporation and Totes Ultimate Holdco, Inc. (4) | | Designer, marketer, and distributor of rain and cold weather products | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 12/2019 | | 12/2024 | | | 2.2 | | | 2.2 | | | 1.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 8.38% | LIBOR (M) | 4.00% | | 12/2019 | | 6/2024 | | | 1.6 | | | 1.6 | | | 1.6 | | (2)(11) | |
| | | | Common stock | | | | | | 12/2019 | | | | 861,000 | | | 6.0 | | | 0.2 | | (2) | |
| | | | | | | | | | | | | | | | | 9.8 | | | 3.7 | | | |
Varsity Brands Holding Co., Inc. and BCPE Hercules Holdings, LP | | Leading manufacturer and distributor of textiles, apparel & luxury goods | | First lien senior secured loan | | 7.88% | LIBOR (M) | 3.50% | | 4/2020 | | 12/2024 | | | 14.8 | | | 14.0 | | | 14.2 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 12.63% | LIBOR (M) | 8.25% | | 12/2017 | | 12/2025 | | | 122.7 | | | 122.7 | | | 121.5 | | (2)(11) | |
| | | | Second lien senior secured loan | | 12.63% | LIBOR (M) | 8.25% | | 7/2018 | | 12/2025 | | | 21.1 | | | 21.1 | | | 20.9 | | (2)(11) | |
| | | | Class A Units | | | | | | 7/2018 | | | | 1,400 | | | 1.4 | | | 1.0 | | (2) | |
| | | | | | | | | | | | | | | | | 159.2 | | | 157.6 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 923.9 | | | 814.3 | | | 8.52% |
Capital Goods | | | | | | | | | | | | | | | | | | | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AI Aqua Merger Sub, Inc. | | End to end provider of water solutions to a wide range of customer bases | | First lien senior secured loan | | 7.97% | SOFR (M) | 3.75% | | 6/2021 | | 7/2028 | | | 1.0 | | | 1.0 | | | 0.9 | | (2)(11)(18) | |
API Commercial Inc., API Military Inc., and API Space Intermediate, Inc. | | Provider of military aircraft aftermarket parts and distribution, repair and logistics services | | First lien senior secured loan | | | | | | 5/2022 | | 8/2025 | | | 7.3 | | | 3.6 | | | 3.6 | | (2)(10) | |
Arrowhead Holdco Company and Arrowhead GS Holdings, Inc. | | Distributor of non-discretionary, mission-critical aftermarket replacement parts | | First lien senior secured loan | | 8.68% | SOFR (Q) | 4.50% | | 8/2021 | | 8/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common stock | | | | | | 8/2021 | | | | 5,054 | | | 5.1 | | | 6.4 | | (2) | |
| | | | | | | | | | | | | | | | | 5.2 | | 6.5 | | |
BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC (15) | | Provides products and services to the Department of Defense and Intelligence Community | | First lien senior secured revolving loan | | 10.72% | LIBOR (Q) | 6.00% | | 5/2022 | | 10/2025 | | | 2.8 | | | 2.7 | | | 2.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.70% | LIBOR (Q) | 6.00% | | 5/2022 | | 10/2025 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 3.7 | | | 3.7 | | | |
Burgess Point Purchaser Corporation | | Remanufacturer of mission-critical and non-discretionary aftermarket vehicle, industrial, energy storage, and solar replacement parts | | First lien senior secured loan | | 9.67% | SOFR (M) | 5.25% | | 7/2022 | | 7/2029 | | | 4.8 | | | 4.4 | | | 4.3 | | (2)(11)(18) | |
Cadence Aerospace, LLC (15) | | Aerospace precision components manufacturer | | First lien senior secured revolving loan | | 12.92% (2.00% PIK) | LIBOR (Q) | 8.50% | | 11/2017 | | 8/2023 | | | 13.7 | | | 13.7 | | | 13.4 | | (2)(11)(14) | |
| | | | First lien senior secured revolving loan | | 12.92% (2.00% PIK) | LIBOR (Q) | 8.50% | | 7/2020 | | 11/2023 | | | 1.0 | | | 1.0 | | | 1.0 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 12.92% (2.00% PIK) | LIBOR (Q) | 8.50% | | 11/2017 | | 11/2023 | | | 31.1 | | | 31.1 | | | 30.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.92% (2.00% PIK) | LIBOR (Q) | 8.50% | | 10/2019 | | 11/2023 | | | 11.9 | | | 11.9 | | | 11.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.92% (2.00% PIK) | LIBOR (Q) | 8.50% | | 7/2018 | | 11/2023 | | | 9.7 | | | 9.7 | | | 9.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 13.23% (2.00% PIK) | LIBOR (Q) | 8.50% | | 2/2020 | | 11/2023 | | | 7.8 | | | 7.8 | | | 7.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 12.92% (2.00% PIK) | LIBOR (Q) | 8.50% | | 7/2020 | | 11/2023 | | | 5.3 | | | 5.2 | | | 5.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 80.4 | | | 78.8 | | | |
DFS Holding Company, Inc. | | Distributor of maintenance, repair, and operations parts, supplies, and equipment to the foodservice industry | | First lien senior secured loan | | 9.44% | LIBOR (M) | 6.00% | | 7/2017 | | 8/2023 | | | 164.9 | | | 164.9 | | | 164.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 5/2020 | | 8/2023 | | | 6.5 | | | 6.5 | | | 6.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 3/2017 | | 8/2023 | | | 4.3 | | | 4.3 | | | 4.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 175.7 | | | 175.7 | | | |
Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP (15) | | Provider of aerospace technology and equipment | | First lien senior secured loan | | 11.65% | SOFR (Q) | 7.00% | | 12/2020 | | 12/2026 | | | 23.2 | | | 23.2 | | | 23.2 | | (2)(11) | |
| | | | Common units | | | | | | 12/2020 | | | | 9,773,000 | | | 9.8 | | | 9.0 | | | |
| | | | | | | | | | | | | | | | | 33.0 | | | 32.2 | | | |
EPS NASS Parent, Inc. (15) | | Provider of maintenance and engineering services for electrical infrastructure | | First lien senior secured revolving loan | | 10.48% | LIBOR (Q) | 5.75% | | 4/2021 | | 4/2026 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 4/2021 | | 4/2028 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 1.0 | | | 1.0 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESCP PPG Holdings, LLC (4) | | Distributor of new equipment and aftermarket parts to the heavy-duty truck industry | | Class A-1 units | | | | | | 8/2022 | | | | 96,897 | | | 2.3 | | | 3.0 | | (2) | |
| | | | Class A-2 units | | | | | | 12/2016 | | | | 3,500 | | | 3.5 | | | 0.1 | | (2) | |
| | | | | | | | | | | | | | | | | 5.8 | | | 3.1 | | | |
Harvey Tool Company, LLC (15) | | Manufacturer of cutting tools used in the metalworking industry | | First lien senior secured loan | | 10.64% | LIBOR (S) | 5.50% | | 10/2021 | | 10/2027 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
Imaging Business Machines, L.L.C. and Scanner Holdings Corporation (5) | | Provider of high-speed intelligent document scanning hardware and software | | Senior subordinated loan | | 14.00% | | | | 1/2017 | | 12/2023 | | | 16.6 | | | 16.5 | | | 16.6 | | (2) | |
| | | | Series A preferred stock | | 8.00% PIK | | | | 1/2017 | | | | 73,804,135 | | | 1.5 | | | 29.8 | | | |
| | | | Class A common stock | | | | | | 1/2017 | | | | 48,082 | | | — | | | 0.1 | | | |
| | | | Class B common stock | | | | | | 1/2017 | | | | 431,055 | | | 0.1 | | | 1.3 | | | |
| | | | | | | | | | | | | | | | | 18.1 | | | 47.8 | | | |
Kene Acquisition, Inc. and Kene Holdings, L.P. (15) | | National utility services firm providing engineering and consulting services to natural gas, electric power and other energy and industrial end markets | | First lien senior secured revolving loan | | | | | | 8/2019 | | 8/2024 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 8.98% | LIBOR (Q) | 4.25% | | 8/2019 | | 8/2026 | | | 40.6 | | | 40.6 | | | 39.8 | | (2)(11) | |
| | | | Class A units | | | | | | 8/2019 | | | | 4,549,000 | | | 4.5 | | | 7.0 | | (2) | |
| | | | | | | | | | | | | | | | | 45.1 | | | 46.8 | | | |
Lower ACS, Inc. (15) | | Provider of commercial HVAC equipment and services | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 1/2022 | | 1/2028 | | | 5.4 | | | 5.4 | | | 5.4 | | (2)(11) | |
LTG Acquisition, Inc. | | Designer and manufacturer of display, lighting and passenger communication systems for mass transportation markets | | Class A membership units | | | | | | 1/2017 | | | | 5,000 | | | 5.1 | | | — | | | |
Maverick Acquisition, Inc. | | Manufacturer of precision machined components for defense and high-tech industrial platforms | | First lien senior secured loan | | 10.98% | LIBOR (Q) | 6.25% | | 6/2021 | | 6/2027 | | | 27.6 | | | 27.6 | | | 25.4 | | (2)(11) | |
MB Aerospace Holdings II Corp. | | Aerospace engine components manufacturer | | First lien senior secured loan | | 8.23% | LIBOR (Q) | 3.50% | | 6/2021 | | 1/2025 | | | 14.3 | | | 13.4 | | | 12.5 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.73% | LIBOR (Q) | 9.00% | | 1/2018 | | 1/2026 | | | 68.4 | | | 68.4 | | | 63.6 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.73% | LIBOR (Q) | 9.00% | | 5/2019 | | 1/2026 | | | 23.6 | | | 23.6 | | | 22.0 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 105.4 | | | 98.1 | | | |
NCWS Intermediate, Inc. and NCWS Holdings LP (15) | | Manufacturer and supplier of car wash equipment, parts and supplies to the conveyorized car wash market | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 11/2021 | | 12/2026 | | | 97.0 | | | 97.0 | | | 95.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 12/2020 | | 12/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Class A-2 common units | | | | | | 12/2020 | | | | 12,296,000 | | | 12.9 | | | 18.5 | | (2) | |
| | | | | | | | | | | | | | | | | 110.1 | | | 113.8 | | | |
Noble Aerospace, LLC (15) | | Provider of metal finishing services to the aerospace, military and defense sectors | | First lien senior secured revolving loan | | | | | | 5/2022 | | 9/2023 | | | — | | | — | | | — | | (13) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Osmose Utilities Services, Inc. and Pine Intermediate Holding LLC | | Provider of structural integrity management services to transmission and distribution infrastructure | | Second lien senior secured loan | | 11.13% | LIBOR (M) | 6.75% | | 6/2021 | | 6/2029 | | | 55.3 | | | 55.3 | | | 51.4 | | (2)(11) | |
Precinmac (US) Holdings Inc., Trimaster Manufacturing Inc. and Blade Group Holdings, LP. | | Manufacturer of high-tolerance precision machined components and assemblies for the aerospace and defense industry | | First lien senior secured loan | | 10.42% | SOFR (M) | 6.00% | | 8/2021 | | 8/2027 | | | 11.7 | | | 11.7 | | | 11.4 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.42% | SOFR (M) | 6.00% | | 4/2022 | | 8/2027 | | | 4.0 | | | 4.0 | | | 3.9 | | (2)(6)(11) | |
| | | | Class A units | | | | | | 8/2021 | | | | 88,420 | | | 13.4 | | | 26.5 | | (2) | |
| | | | | | | | | | | | | | | | | 29.1 | | | 41.8 | | | |
Prime Buyer, L.L.C. (15) | | Provider of track systems, cabs, hulls, doors, and various armored components for defense/military vehicle applications | | First lien senior secured revolving loan | | 9.88% | SOFR (Q) | 5.25% | | 5/2022 | | 12/2026 | | | 2.7 | | | 2.0 | | | 2.6 | | (2)(11) | |
Qnnect, LLC and Connector TopCo, LP (15) | | Manufacturer of highly engineered hermetic packaging products | | First lien senior secured loan | | 11.11% | SOFR (Q) | 7.00% | | 11/2022 | | 11/2029 | | | 10.6 | | | 10.6 | | | 10.3 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 11/2022 | | | | 992,500 | | | 9.9 | | | 9.9 | | (2) | |
| | | | | | | | | | | | | | | | | 20.5 | | | 20.2 | | | |
Radius Aerospace, Inc. and Radius Aerospace Europe Limited (15) | | Metal fabricator in the aerospace industry | | First lien senior secured revolving loan | | 8.68% | SONIA (M) | 5.75% | | 11/2019 | | 3/2025 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(6)(11) | |
| | | | First lien senior secured revolving loan | | 10.08% | SOFR (M) | 5.75% | | 3/2019 | | 3/2025 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 0.8 | | | 0.8 | | | |
Radwell Parent, LLC (15) | | Distributor of maintenance, repair, and operations parts | | First lien senior secured loan | | 11.33% | SOFR (Q) | 6.75% | | 12/2022 | | 4/2029 | | | 19.5 | | | 18.9 | | | 18.9 | | (2)(11) | |
Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon (15) | | Manufacturer of metal castings, precision machined components and sub-assemblies in the electrical products, power transmission and distribution and general industrial markets | | First lien senior secured revolving loan | | | | | | 10/2017 | | 10/2024 | | | — | | | — | | | — | | (13) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 758.3 | | | 783.9 | | | 8.21% |
Automobiles and Components | | | | | | | | | | | | | | | | | | | | | |
Automotive Keys Group, LLC and Automotive Keys Investor, LLC | | Provider of replacement wireless keys for automotive market | | First lien senior secured loan | | 10.93% | SOFR (Q) | 6.25% | | 12/2022 | | 11/2025 | | | 5.3 | | | 5.3 | | | 5.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.73% | LIBOR (Q) | 5.00% | | 12/2021 | | 11/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Preferred units | | 9.00% PIK | | | | 11/2020 | | | | 5,208,159 | | | 6.1 | | | 5.2 | | (2) | |
| | | | Class A common units | | | | | | 11/2020 | | | | 5,208,159 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 11.5 | | | 10.6 | | | |
Continental Acquisition Holdings, Inc. | | Distributor of aftermarket batteries to the electric utility vehicle, automotive, commercial, marine and industrial markets | | First lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 1/2021 | | 1/2027 | | | 36.2 | | | 36.2 | | | 33.3 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.48% | LIBOR (Q) | 6.75% | | 12/2021 | | 1/2027 | | | 5.4 | | | 5.4 | | | 4.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 41.6 | | | 38.2 | | | |
Eckler Purchaser LLC (5) | | Restoration parts and accessories provider for classic automobiles | | Class A common units | | | | | | 7/2012 | | | | 67,972 | | | — | | | — | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Faraday Buyer, LLC (15) | | Manufacturer and supplier for the power utility and automotive markets worldwide | | First lien senior secured loan | | 11.32% | SOFR (M) | 7.00% | | 10/2022 | | 10/2028 | | | 52.2 | | | 52.2 | | | 50.6 | | (2)(11) | |
Faraday&Future Inc., FF Inc., Faraday SPE, LLC and Faraday Future Intelligent Electric Inc. | | Electric vehicle manufacturer | | Warrant to purchase shares of Class A common stock | | | | | | 8/2021 | | 8/2027 | | 633,008 | | | 2.3 | | | — | | (2) | |
Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC (15) | | Manufacturer and distributor of automotive fluids | | First lien senior secured revolving loan | | 8.13% | LIBOR (M) | 3.75% | | 11/2020 | | 11/2025 | | | 1.0 | | | 1.0 | | | 0.9 | | (2)(14) | |
| | | | First lien senior secured loan | | 8.88% | LIBOR (M) | 4.50% | | 3/2022 | | 11/2027 | | | 11.9 | | | 11.3 | | | 10.9 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 12.72% | LIBOR (Q) | 8.00% | | 11/2020 | | 11/2028 | | | 70.4 | | | 70.4 | | | 64.0 | | (2)(11) | |
| | | | Co-invest units | | | | | | 11/2020 | | | | 59,230 | | | 5.9 | | | 3.8 | | (2) | |
| | | | | | | | | | | | | | | | | 88.6 | | | 79.6 | | | |
McLaren Group Limited | | Automobile manufacturer and retailer | | Senior preference shares | | 12.50% PIK | | | | 8/2021 | | 8/2028 | | 200,000 | | | 23.7 | | | 26.2 | | (2)(6) | |
| | | | Warrant to purchase units of ordinary shares | | | | | | 8/2021 | | 8/2100 | | 49,181 | | | 5.5 | | | 2.8 | | (2)(6) | |
| | | | Warrant to purchase units of ordinary shares | | | | | | 8/2021 | | 8/2100 | | 13,776 | | | 1.6 | | | 0.8 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 30.8 | | | 29.8 | | | |
Sun Acquirer Corp. and Sun TopCo, LP (15) | | Automotive parts and repair services retailer | | First lien senior secured revolving loan | | | | | | 9/2021 | | 9/2027 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 9/2021 | | 9/2028 | | | 52.0 | | | 52.0 | | | 50.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 11/2021 | | 9/2028 | | | 5.3 | | | 5.3 | | | 5.2 | | (2)(11) | |
| | | | Class A units | | | | | | 9/2021 | | | | 79,687 | | | 8.0 | | | 9.3 | | (2) | |
| | | | | | | | | | | | | | | | | 65.3 | | | 64.9 | | | |
Wand Newco 3, Inc. | | Collision repair company | | Second lien senior secured loan | | 11.63% | LIBOR (M) | 7.25% | | 2/2019 | | 2/2027 | | | 182.6 | | | 180.9 | | | 178.9 | | (2) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 473.2 | | | 452.6 | | | 4.74% |
Media and Entertainment | | | | | | | | | | | | | | | | | | | | | |
Aventine Intermediate LLC & Aventine Holdings II LLC (15) | | Media and production company | | First lien senior secured loan | | 10.38% (4.12% PIK) | LIBOR (M) | 6.00% | | 12/2021 | | 6/2027 | | | 9.4 | | | 9.4 | | | 9.3 | | (2)(11) | |
| | | | Senior subordinated loan | | 10.25% PIK | | | | 12/2021 | | 12/2030 | | | 39.4 | | | 39.4 | | | 36.2 | | (2) | |
| | | | | | | | | | | | | | | | | 48.8 | | | 45.5 | | | |
Axiomatic, LLC | | Premiere e-sports and video game investment platform | | Class A-1 units | | | | | | 5/2022 | | | | 500,000 | | | 5.0 | | | 5.3 | | | |
CMW Parent LLC (fka Black Arrow, Inc.) | | Multiplatform media firm | | Series A units | | | | | | 9/2015 | | | | 32 | | | — | | | — | | | |
Eagle Football Holdings BidCo Limited | | Multi-club sports platform | | Senior subordinated loan | | 15.00% PIK | | | | 12/2022 | | 12/2028 | | | 25.5 | | | 25.5 | | | 23.9 | | (2)(6) | |
| | | | Senior subordinated loan | | 12.30% | | | | 12/2022 | | 12/2028 | | | 41.7 | | | 41.7 | | | 40.5 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 67.2 | | | 64.4 | | | |
Global Music Rights, LLC (15) | | Music right management company | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 8/2021 | | 8/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
MailSouth, Inc. | | Provider of shared mail marketing services | | First lien senior secured loan | | | | | | 5/2022 | | 4/2024 | | | 8.7 | | | 5.8 | | | 3.9 | | (2)(10) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Miami Beckham United LLC | | American professional soccer club | | Class A preferred units | | 8.50% PIK | | | | 9/2021 | | | | 85,000 | | | 94.7 | | | 94.7 | | | |
OUTFRONT Media Inc. | | Provider of out-of-home advertising | | Series A convertible perpetual preferred stock | | 7.00% | | | | 4/2020 | | | | 25,000 | | | 25.0 | | | 33.6 | | (2)(6) | |
Production Resource Group, L.L.C. and PRG III, LLC (4) | | Provider of rental equipment, labor, production management, scenery, and other products to various entertainment end-markets | | First lien senior secured loan | | 12.85% (9.85% PIK) | LIBOR (M) | 8.50% | | 8/2018 | | 8/2024 | | | 39.1 | | | 39.1 | | | 39.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.85% (2.59% PIK) | LIBOR (M) | 7.50% | | 7/2020 | | 8/2024 | | | 15.4 | | | 15.4 | | | 15.4 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.88% (2.57% PIK) | LIBOR (M) | 7.50% | | 8/2021 | | 8/2024 | | | 7.6 | | | 7.6 | | | 7.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.88% (2.57% PIK) | LIBOR (M) | 7.50% | | 6/2021 | | 8/2024 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | Class A units | | | | | | 10/2020 | | | | 113,617 | | | 4.9 | | | 34.3 | | (2) | |
| | | | | | | | | | | | | | | | | 67.9 | | | 97.3 | | | |
Professional Fighters League, LLC and PFL MMA, Inc. (15) | | Mixed martial arts league | | First lien senior secured loan | | 12.00% PIK | | | | 1/2021 | | 1/2026 | | | 17.1 | | | 16.1 | | | 17.1 | | (2) | |
| | | | Second lien senior secured loan | | 14.00% | | | | 11/2022 | | 1/2026 | | | 0.1 | | | — | | | 0.1 | | (2) | |
| | | | Series E preferred stock | | | | | | 4/2022 | | | | 219,035 | | | 0.7 | | | 0.6 | | (2) | |
| | | | Warrant to purchase shares of common stock | | | | | | 1/2021 | | 1/2027 | | 3,223,122 | | | 1.7 | | | 0.8 | | (2) | |
| | | | Warrant to purchase shares of common stock | | | | | | 11/2022 | | 11/2029 | | 57,322 | | | 0.2 | | | 0.2 | | (2) | |
| | | | | | | | | | | | | | | | | 18.7 | | | 18.8 | | | |
Storm Investment S.a.r.l. | | Spanish futbol club | | First lien senior secured loan | | 3.75% | | | | 6/2021 | | 6/2029 | | | 66.0 | | | 73.6 | | | 66.0 | | (2)(6) | |
| | | | Class A redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | | 2.2 | | (2)(6) | |
| | | | Class B redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | | 2.2 | | (2)(6) | |
| | | | Class C redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | | 2.2 | | (2)(6) | |
| | | | Class D redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | | 2.2 | | (2)(6) | |
| | | | Class E redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | | 2.2 | | (2)(6) | |
| | | | Class F redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | | 2.2 | | (2)(6) | |
| | | | Class G redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | | 2.2 | | (2)(6) | |
| | | | Class H redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | 2.2 | (2)(6) | |
| | | | Class I redeemable shares | | | | | | 6/2021 | | | | 3,297,791 | | | 1.6 | | 2.2 | (2)(6) | |
| | | | Ordinary shares | | | | | | 6/2021 | | | | 3,958 | | | — | | | 0.2 | (2)(6) | |
| | | | | | | | | | | | | | | | | 88.0 | | 86.0 | | |
The Teaching Company Holdings, Inc. | | Education publications provider | | Preferred stock | | | | | | 9/2006 | | | | 10,663 | | | 1.1 | | 2.5 | (2) | |
| | | | Common stock | | | | | | 9/2006 | | | | 15,393 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 1.1 | | 2.5 | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 422.3 | | 452.1 | | 4.73% |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Food and Beverage | | | | | | | | | | | | | | | | | | | | | |
American Seafoods Group LLC and American Seafoods Partners LLC | | Harvester and processor of seafood | | Class A units | | | | | | 8/2015 | | | | 77,922 | | | 0.1 | | 0.3 | (2) | |
| | | | Warrant to purchase Class A units | | | | | | 8/2015 | | 8/2035 | | 7,422,078 | | | 7.4 | | 28.0 | (2) | |
| | | | | | | | | | | | | | | | | 7.5 | | 28.3 | | |
Berner Food & Beverage, LLC (15) | | Supplier of dairy-based food and beverage products | | First lien senior secured revolving loan | | 12.00% | Base Rate (Q) | 4.50% | | 7/2021 | | 7/2026 | | | 0.4 | | 0.4 | | 0.4 | (2)(11) | |
| | | | First lien senior secured revolving loan | | 9.91% | LIBOR (Q) | 5.50% | | 7/2021 | | 7/2026 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.5 | | 0.5 | | |
Bragg Live Food Products, LLC and SPC Investment Co., L.P. (4)(15) | | Health food company | | First lien senior secured loan | | 11.58% | SOFR (Q) | 7.00% | | 12/2020 | | 12/2025 | | | 28.9 | | 28.9 | | 28.3 | (2)(11) | |
| | | | Common units | | | | | | 3/2019 | | | | 14,850 | | | 11.5 | | 10.8 | (2) | |
| | | | | | | | | | | | | | | | | 40.4 | | 39.1 | | |
CHG PPC Parent LLC & PPC CHG Blocker LLC | | Diversified food products manufacturer | | Second lien senior secured loan | | 11.13% | LIBOR (M) | 6.75% | | 12/2021 | | 12/2029 | | | 94.6 | | 94.6 | | 89.9 | (2)(11) | |
| | | | Common units | | | | | | 12/2021 | | | | 59 | | | 3.0 | | 2.9 | (2) | |
| | | | | | | | | | | | | | | | | 97.6 | | 92.8 | | |
Florida Food Products, LLC | | Provider of plant extracts and juices | | First lien senior secured loan | | 9.32% | SOFR (M) | 5.00% | | 6/2022 | | 10/2028 | | | 0.4 | | 0.4 | | 0.4 | (2)(11) | |
| | | | First lien senior secured loan | | 9.38% | LIBOR (M) | 5.00% | | 10/2021 | | 10/2028 | | | 0.1 | | 0.1 | | 0.1 | (2)(11) | |
| | | | Second lien senior secured loan | | 12.38% | LIBOR (M) | 8.00% | | 10/2021 | | 10/2029 | | | 71.8 | | 71.8 | | 70.4 | (2)(11) | |
| | | | | | | | | | | | | | | | | 72.3 | | 70.9 | | |
GF Parent LLC | | Producer of low-acid, aseptic food and beverage products | | Class A preferred units | | | | | | 5/2015 | | | | 2,940 | | | 2.9 | | — | | | |
| | | | Class A common units | | | | | | 5/2015 | | | | 60,000 | | | 0.1 | | — | | | |
| | | | Class B common units | | | | | | 5/2015 | | | | 0.26 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 3.0 | | — | | | |
Gotham Greens Holdings, PBC (15) | | Producer of vegetables and culinary herbs for restaurants and retailers | | First lien senior secured loan | | 11.80% | SOFR (Q) | 7.38% | | 6/2022 | | 12/2026 | | | 17.7 | | 17.7 | | 17.4 | (2)(11) | |
| | | | Series E-1 preferred stock | | 6.00% PIK | | | | 6/2022 | | | | 166,059 | | | 14.2 | | 14.2 | (2) | |
| | | | Warrant to purchase shares of Series E-1 preferred stock | | | | | | 6/2022 | | 6/2032 | | 43,154 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 31.9 | | 31.6 | | |
Hometown Food Company (15) | | Food distributor | | First lien senior secured revolving loan | | 9.39% | LIBOR (M) | 5.00% | | 8/2018 | | 8/2023 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11)(14) | |
KNPC HoldCo, LLC | | Producer of trail mix and mixed nut snack products | | First lien senior secured loan | | 9.92% | SOFR (M) | 5.50% | | 4/2022 | | 10/2028 | | | 5.6 | | | 5.6 | | | 5.5 | | (11) | |
| | | | First lien senior secured loan | | 11.42% | SOFR (M) | 7.00% | | 12/2022 | | 10/2028 | | | 1.3 | | | 1.3 | | | 1.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 6.9 | | | 6.8 | | | |
Manna Pro Products, LLC (15) | | Manufacturer and supplier of specialty nutrition and care products for animals | | First lien senior secured revolving loan | | 10.14% | LIBOR (M) | 6.00% | | 12/2020 | | 12/2026 | | | 5.1 | | | 5.1 | | | 4.7 | | (2)(11) | |
RB Holdings InterCo, LLC (15) | | Manufacturer of pet food and treats | | First lien senior secured revolving loan | | 9.28% | SOFR (Q) | 5.00% | | 5/2022 | | 5/2028 | | | 1.8 | | | 1.8 | | | 1.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.32% | SOFR (Q) | 5.00% | | 5/2022 | | 5/2028 | | | 11.5 | | | 11.5 | | | 11.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 13.3 | | | 12.9 | | | |
RF HP SCF Investor, LLC | | Branded specialty food company | | Membership interest | | | | | | 12/2016 | | | | 10.08% | | | 12.5 | | | 25.9 | | (2)(6) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Teasdale Foods, Inc. and Familia Group Holdings Inc. | | Provider of beans, sauces and hominy to the retail, foodservice and wholesale channels | | First lien senior secured loan | | 12.29% (1.00% PIK) | SOFR (S) | 7.25% | | 12/2020 | | 12/2025 | | | 75.9 | | | 75.9 | | | 65.3 | | (2)(11) | |
| | | | Warrant to purchase shares of common stock | | | | | | 2/2019 | | 2/2034 | | 57,827 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 75.9 | | | 65.3 | | | |
Triton Water Holdings, Inc. | | Producer and provider of bottled water brands | | First lien senior secured loan | | 8.23% | LIBOR (Q) | 3.50% | | 3/2021 | | 3/2028 | | | 1.0 | | | 1.0 | | | 0.9 | | (2)(11)(18) | |
| | | | Senior subordinated loan | | 6.25% | | | | 3/2021 | | 4/2029 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(18) | |
| | | | | | | | | | | | | | | | | 1.1 | | | 1.0 | | | |
Watermill Express, LLC and Watermill Express Holdings, LLC (15) | | Owner and operator of self-service water and ice stations | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 4/2021 | | 4/2027 | | | 20.4 | | | 20.4 | | | 20.4 | | (2)(11) | |
| | | | Class A units | | 8.00% PIK | | | | 4/2021 | | | | 282,200 | | | 3.2 | | | 3.2 | | | |
| | | | | | | | | | | | | | | | | 23.6 | | | 23.6 | | | |
Winebow Holdings, Inc. and The Vintner Group, Inc. | | Importer and distributor of wine | | First lien senior secured loan | | 10.63% | LIBOR (M) | 6.25% | | 4/2021 | | 7/2025 | | | 28.0 | | | 28.0 | | | 27.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 420.4 | | | 431.7 | | | 4.52% |
Energy | | | | | | | | | | | | | | | | | | | | | |
Calyx Energy III, LLC | | Oil and gas exploration company | | First lien senior secured loan | | 12.37% | SOFR (M) | 8.00% | | 8/2022 | | 1/2027 | | | 57.0 | | | 57.0 | | | 57.0 | | (2)(11) | |
Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC (15) | | Private oil exploration and production company | | First lien senior secured loan | | 13.69% | SOFR (Q) | 9.00% | | 11/2022 | | 11/2026 | | | 49.3 | | | 49.3 | | | 47.8 | | (2)(11) | |
GNZ Energy Bidco Limited and Galileo Co-investment Trust I (15) | | Independent fuel provider in New Zealand | | First lien senior secured loan | | 10.65% | BBSY (M) | 6.75% | | 5/2022 | | 7/2027 | | | 30.8 | | | 30.5 | | | 30.8 | | (2)(6)(11) | |
| | | | Common units | | | | | | 7/2022 | | | | 13,736,365 | | | 8.3 | | | 8.7 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 38.8 | | | 39.5 | | | |
Halcon Holdings, LLC | | Operator of development, exploration, and production oil company | | First lien senior secured loan | | 12.20% | SOFR (Q) | 7.50% | | 11/2021 | | 11/2025 | | | 13.4 | | | 13.2 | | | 13.4 | | (2) | |
Murchison Oil and Gas, LLC and Murchison Holdings, LLC (15) | | Exploration and production company | | First lien senior secured loan | | 13.08% | SOFR (Q) | 8.50% | | 6/2022 | | 6/2026 | | | 75.5 | | | 75.5 | | | 75.5 | | (2)(11) | |
| | | | Preferred units | | 8.00% PIK | | | | 6/2022 | | | | 41,000 | | | 41.0 | | | 45.9 | | | |
| | | | | | | | | | | | | | | | | 116.5 | | 121.4 | | |
Offen, Inc. (15) | | Distributor of fuel, lubricants, diesel exhaust fluid, and premium additives | | First lien senior secured loan | | 8.51% | LIBOR (S) | 5.00% | | 5/2022 | | 6/2026 | | | 1.4 | | 1.5 | | 1.4 | (2) | |
SilverBow Resources, Inc. | | Oil and gas producer | | Common stock | | | | | | 6/2022 | | | | 1,015,215 | | | 28.8 | | 28.7 | (2)(6)(18) | |
VPROP Operating, LLC and V SandCo, LLC (5) | | Sand-based proppant producer and distributor to the oil and natural gas industry | | First lien senior secured loan | | 13.62% | LIBOR (M) | 9.50% | | 3/2017 | | 11/2024 | | | 27.3 | | 27.3 | | 27.3 | (2)(11) | |
| | | | First lien senior secured loan | | 13.62% | LIBOR (M) | 9.50% | | 11/2020 | | 11/2024 | | | 9.4 | | 9.4 | | 9.4 | (2)(11) | |
| | | | First lien senior secured loan | | 13.62% | LIBOR (M) | 9.50% | | 6/2020 | | 11/2024 | | | 6.0 | | 6.0 | | 6.0 | (2)(11) | |
| | | | Class A units | | | | | | 11/2020 | | | | 347,900 | | | 32.8 | | 73.4 | (2) | |
| | | | | | | | | | | | | | | | | 75.5 | | 116.1 | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 380.6 | | 425.3 | | 4.45% |
Pharmaceuticals, Biotechnology and Life Sciences | | | | | | | | | | | | | | | | | | | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Abzena Holdings, Inc. and Astro Group Holdings Ltd. (15) | | Organization providing discovery, development and manufacturing services to the pharmaceutical and biotechnology industries | | First lien senior secured loan | | 14.54% (6.97% PIK) | LIBOR (Q) | 10.50% | | 5/2021 | | 5/2026 | | | 61.0 | | 61.0 | | 59.8 | (2)(6)(11) | |
| | | | A ordinary shares | | | | | | 5/2021 | | | | 2,476,744 | | | 5.7 | | 6.5 | (2)(6) | |
| | | | | | | | | | | | | | | | | 66.7 | | 66.3 | | |
Alcami Corporation and ACM Note Holdings, LLC (15) | | Outsourced drug development services provider | | First lien senior secured loan | | 11.42% | SOFR (M) | 7.00% | | 12/2022 | | 12/2028 | | | 9.5 | | 9.5 | | 9.0 | (2)(11) | |
| | | | Senior subordinated loan | | 8.00% PIK | | | | 12/2022 | | 6/2029 | | | 19.5 | | 19.5 | | 19.5 | (2) | |
| | | | | | | | | | | | | | | | | 29.0 | | 28.5 | | |
Amryt Pharmaceuticals, Inc. | | Biopharmaceutical company dedicated to acquiring, developing and commercializing novel therapeutics | | First lien senior secured loan | | 10.46% | SOFR (Q) | 6.75% | | 2/2022 | | 2/2027 | | | 12.7 | | 12.7 | | 12.7 | (2)(6)(11) | |
Athyrium Buffalo LP (16) | | Biotechnology company engaging in the development, manufacture, and commercialization of novel neuromodulators | | Limited partnership interests | | | | | | 6/2022 | | | | 7,628,966 | | | 7.6 | | 7.5 | (2)(6) | |
Caerus Midco 3 S.à r.l. | | Provider of market intelligence and analysis for the pharmaceutical industry | | First lien senior secured loan | | 9.83% | SOFR (Q) | 5.75% | | 10/2022 | | 5/2029 | | | 5.4 | | 5.3 | | 5.3 | (2)(6)(11) | |
Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc. (15) | | Provider of biological products to life science and pharmaceutical companies | | First lien senior secured revolving loan | | 9.63% | LIBOR (M) | 5.25% | | 10/2021 | | 10/2027 | | | 2.5 | | 2.5 | | 2.4 | (2)(11) | |
| | | | First lien senior secured loan | | 9.63% | LIBOR (M) | 5.25% | | 10/2021 | | 10/2028 | | | 30.2 | | 30.2 | | 29.0 | (2)(11) | |
| | | | Preferred units | | 8.00% PIK | | | | 10/2021 | | 10/2051 | | 3,020 | | | 3.3 | | 4.0 | (2) | |
| | | | Series A preferred shares | | 14.73% PIK | LIBOR (Q) | 10.00% | | 10/2021 | | | | 60,236 | | | 69.7 | | 69.7 | (2) | |
| | | | Class A common units | | | | | | 10/2021 | | | | 30,500 | | | — | | | — | | (2) | |
| | | | | | | | | | | | | | | | | 105.7 | | 105.1 | | |
Covaris Intermediate 3, LLC & Covaris Parent, LLC (15) | | Provider of advanced pre-analytical sample preparation technologies for life and analytical science | | First lien senior secured revolving loan | | 9.66% | LIBOR (Q) | 5.25% | | 1/2022 | | 1/2028 | | | 1.5 | | | 1.5 | | | 1.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.16% | LIBOR (Q) | 4.75% | | 1/2022 | | 1/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A-2 units | | | | | | 1/2022 | | | | 4,772 | | | 4.8 | | | 5.5 | | | |
| | | | | | | | | | | | | | | | | 6.4 | | | 7.1 | | | |
NMC Skincare Intermediate Holdings II, LLC (15) | | Developer, manufacturer and marketer of skincare products | | First lien senior secured loan | | 9.38% | LIBOR (M) | 5.00% | | 10/2018 | | 10/2024 | | | 32.0 | | | 32.0 | | | 30.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.38% | LIBOR (M) | 5.00% | | 5/2022 | | 10/2024 | | | 4.7 | | | 4.7 | | | 4.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 36.7 | | | 35.2 | | | |
North American Science Associates, LLC, Cardinal Purchaser LLC and Cardinal Topco Holdings, L.P. | | Contract research organization providing research and development and testing of medical devices | | First lien senior secured loan | | 10.18% | SOFR (Q) | 5.50% | | 9/2020 | | 9/2027 | | | 47.5 | | | 47.5 | | | 47.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.18% | SOFR (Q) | 5.50% | | 2/2021 | | 9/2027 | | | 2.6 | | | 2.6 | | | 2.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.18% | SOFR (Q) | 5.50% | | 12/2020 | | 9/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.18% | SOFR (Q) | 5.50% | | 9/2021 | | 9/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A preferred units | | 8.00% PIK | | | | 9/2020 | | | | 13,528 | | | 16.2 | | | 38.8 | | (2) | |
| | | | | | | | | | | | | | | | | 66.5 | | | 89.1 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TerSera Therapeutics LLC (15) | | Acquirer and developer of specialty therapeutic pharmaceutical products | | First lien senior secured loan | | 9.98% | LIBOR (M) | 5.60% | | 5/2017 | | 3/2025 | | | 5.0 | | | 5.0 | | | 5.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (M) | 5.60% | | 9/2018 | | 3/2025 | | | 2.0 | | | 2.0 | | | 2.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.98% | LIBOR (M) | 5.60% | | 4/2019 | | 3/2025 | | | 1.8 | | | 1.8 | | | 1.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 8.8 | | | 8.8 | | | |
Verista, Inc. (15) | | Provides systems consulting for compliance, automation, validation, and packaging solutions to the healthcare sector | | First lien senior secured revolving loan | | 10.27% | LIBOR (M) | 6.00% | | 5/2022 | | 2/2027 | | | 1.1 | | | 0.7 | | | 1.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.19% | LIBOR (Q) | 6.00% | | 5/2022 | | 2/2027 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 1.5 | | | 1.9 | | | |
Vertice Pharma UK Parent Limited | | Manufacturer and distributor of generic pharmaceutical products | | Preferred shares | | | | | | 12/2015 | | | | 40,662 | | | — | | | — | | (6) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 346.9 | | | 367.5 | | | 3.85% |
Retailing and Distribution | | | | | | | | | | | | | | | | | | | | | |
Atlas Intermediate III, L.L.C. (15) | | Specialty chemicals distributor | | First lien senior secured revolving loan | | 10.10% | LIBOR (M) | 5.75% | | 4/2019 | | 4/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 10/2022 | | 4/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 3/2022 | | 4/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 11/2021 | | 4/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | LIBOR (Q) | 5.75% | | 3/2021 | | 4/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.7 | | | 0.7 | | | |
Bamboo Purchaser, Inc. | | Provider of nursery, garden, and greenhouse products | | First lien senior secured loan | | 10.73% | LIBOR (Q) | 6.00% | | 11/2021 | | 11/2027 | | | 17.9 | | | 17.9 | | | 17.4 | | (2)(11) | |
Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc. (15) | | Provider of visual communications solutions | | First lien senior secured loan | | 10.03% | LIBOR (M) | 5.65% | | 3/2019 | | 3/2025 | | | 15.8 | | | 15.8 | | | 15.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.03% | LIBOR (M) | 5.65% | | 6/2021 | | 3/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.03% | LIBOR (M) | 5.65% | | 8/2019 | | 3/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common units | | | | | | 3/2019 | | | | 600 | | | 0.6 | | | 1.2 | | (2) | |
| | | | | | | | | | | | | | | | | 16.6 | | | 17.2 | | | |
GPM Investments, LLC and ARKO Corp. | | Convenience store operator | | Common stock | | | | | | 12/2020 | | | | 2,088,478 | | | 19.8 | | | 26.1 | | | |
| | | | Warrant to purchase units of common stock | | | | | | 12/2020 | | 12/2025 | | 1,088,780 | | | 1.6 | | | 1.9 | | (2) | |
| | | | | | | | | | | | | | | | | 21.4 | | | 28.0 | | | |
Marcone Yellowstone Buyer Inc. and Marcone Yellowstone Holdings, LLC | | Distributor of OEM appliance aftermarket parts | | First lien senior secured loan | | 10.98% | LIBOR (Q) | 6.25% | | 12/2021 | | 6/2028 | | | 6.5 | | | 6.5 | | | 6.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.91% | SOFR (Q) | 6.25% | | 6/2021 | | 6/2028 | | | 2.6 | | | 2.6 | | | 2.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.94% | SOFR (Q) | 6.25% | | 12/2021 | | 6/2028 | | | 2.1 | | | 2.1 | | | 2.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.98% | LIBOR (Q) | 6.25% | | 6/2021 | | 6/2028 | | | 0.3 | | | 0.3 | | | 0.3 | | (2)(11) | |
| | | | Class A common units | | | | | | 6/2021 | | | | 5,578 | | | 6.1 | | | 10.2 | | (2) | |
| | | | | | | | | | | | | | | | | 17.6 | | | 21.6 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP (15) | | Auto parts retailer | | First lien senior secured revolving loan | | | | | | 5/2021 | | 5/2026 | | | — | | | — | | | — | | (13) | |
| | | | Series A preferred stock | | 7.00% PIK | | | | 5/2021 | | | | 68,601 | | | 77.0 | | | 76.6 | | (2) | |
| | | | Class A-1 units | | | | | | 5/2021 | | | | 24,586 | | | 24.6 | | | 33.1 | | (2) | |
| | | | | | | | | | | | | | | | | 101.6 | | | 109.7 | | | |
McKenzie Creative Brands, LLC (15) | | Designer, manufacturer and distributor of hunting-related supplies | | First lien senior secured revolving loan | | 10.12% | LIBOR (M) | 5.75% | | 9/2014 | | 9/2023 | | | 1.9 | | | 1.9 | | | 1.9 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.43% | LIBOR (Q) | 5.75% | | 9/2014 | | 9/2023 | | | 84.5 | | | 84.5 | | | 84.5 | | (2)(8)(11) | |
| | | | First lien senior secured loan | | 10.14% | LIBOR (M) | 5.75% | | 9/2014 | | 9/2023 | | | 5.5 | | | 5.5 | | | 5.5 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 91.9 | | | 91.9 | | | |
Monolith Brands Group, Inc. | | E-commerce platform focused on consolidating DTC branded businesses | | Series A-1 preferred stock | | | | | | 4/2022 | | | | 701,255 | | | 15.5 | | | 15.5 | | (2) | |
Moon Valley Nursery of Arizona Retail, LLC, Moon Valley Nursery Farm Holdings, LLC, Moon Valley Nursery RE Holdings LLC, and Stonecourt IV Partners, LP | | Operator of retail and wholesale tree and plant nurseries | | Limited partnership interests | | | | | | 10/2021 | | | | 21,939,151 | | | 20.8 | | | 42.9 | | | |
North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC (15) | | Manufacturer of aftermarket golf cart parts and accessories | | First lien senior secured loan | | 11.19% | LIBOR (Q) | 6.50% | | 5/2021 | | 5/2027 | | | 25.3 | | | 25.3 | | | 23.5 | | (2)(11) | |
| | | | Class A units | | | | | | 5/2021 | | | | 50,000 | | | 5.0 | | | 1.8 | | | |
| | | | | | | | | | | | | | | | | 30.3 | | | 25.3 | | | |
Reddy Ice LLC (15) | | Packaged ice manufacturer and distributor | | First lien senior secured loan | | 10.24% | LIBOR (Q) | 6.50% | | 7/2019 | | 7/2025 | | | 61.3 | | | 61.3 | | | 60.0 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.24% | LIBOR (Q) | 6.50% | | 11/2020 | | 7/2025 | | | 4.2 | | | 4.2 | | | 4.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.24% | LIBOR (Q) | 6.50% | | 10/2021 | | 7/2025 | | | 0.9 | | | 0.9 | | | 0.9 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 66.4 | | | 65.1 | | | |
SCIH Salt Holdings Inc. (15) | | Salt and packaged ice melt manufacturer and distributor | | First lien senior secured revolving loan | | 8.15% | LIBOR (Q) | 4.00% | | 3/2020 | | 3/2025 | | | 2.3 | | | 2.2 | | | 2.2 | | (2)(11)(14) | |
Trader Corporation and Project Auto Finco Corp. (15) | | Digital Automotive marketplace and software solution provider to automotive industry | | First lien senior secured loan | | 11.40% | CDOR (M) | 6.75% | | 12/2022 | | 12/2029 | | | 12.2 | | | 12.2 | | | 11.9 | | (2)(6)(11) | |
US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P. (15) | | Producer and packager of compressed, household, and packaged salt | | First lien senior secured loan | | 10.23% | LIBOR (Q) | 5.50% | | 7/2021 | | 7/2028 | | | 26.4 | | | 26.4 | | | 25.3 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 7/2021 | | | | 0.40% | | | 0.8 | | | 0.5 | | (2) | |
| | | | | | | | | | | | | | | | | 27.2 | | | 25.8 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 442.3 | | | 475.2 | | | 4.98% |
Consumer Staples Distribution and Retail | | | | | | | | | | | | | | | | | | | | | |
Balrog Acquisition, Inc., Balrog Topco, Inc. and Balrog Parent, L.P. | | Manufacturer and distributor of specialty bakery ingredients | | Second lien senior secured loan | | 11.73% | LIBOR (Q) | 7.00% | | 9/2021 | | 9/2029 | | | 29.5 | | | 29.5 | | | 29.5 | | (2)(11) | |
| | | | Class A preferred units | | 8.00% PIK | | | | 9/2021 | | | | 5,484 | | | 6.1 | | | 10.5 | | (2) | |
| | | | Series A preferred shares | | 11.00% PIK | | | | 9/2021 | | | | 21,921 | | | 25.4 | | | 25.4 | | (2) | |
| | | | | | | | | | | | | | | | | 61.0 | | | 65.4 | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Continental Café, LLC and Infinity Ovation Yacht Charters, LLC (15) | | Diversified contract food service provider | | First lien senior secured revolving loan | | 13.50% | Base Rate (Q) | 6.00% | | 11/2021 | | 11/2027 | | | 0.7 | | | 0.7 | | | 0.7 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.38% | LIBOR (M) | 7.00% | | 11/2021 | | 11/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 0.8 | | | 0.8 | | | |
DecoPac, Inc. and KCAKE Holdings Inc. (15) | | Supplier of cake decorating solutions and products to in-store bakeries | | First lien senior secured revolving loan | | 10.73% | LIBOR (Q) | 6.00% | | 5/2021 | | 5/2026 | | | 6.6 | | | 6.6 | | | 6.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.73% (0.27% PIK) | LIBOR (Q) | 6.00% | | 5/2021 | | 5/2028 | | | 148.6 | | | 148.6 | | | 145.6 | | (2)(11) | |
| | | | Common stock | | | | | | 5/2021 | | | | 9,599 | | | 9.6 | | | 9.4 | | (2) | |
| | | | | | | | | | | | | | | | | 164.8 | | | 161.5 | | | |
FS Squared Holding Corp. and FS Squared, LLC (15) | | Provider of on-site vending and micro market solutions | | First lien senior secured revolving loan | | | | | | 3/2019 | | 3/2024 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.49% | SOFR (Q) | 5.25% | | 3/2019 | | 3/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 3/2019 | | | | 113,219 | | | 11.1 | | | 31.2 | | (2) | |
| | | | | | | | | | | | | | | | | 11.2 | | | 31.3 | | | |
JWC/KI Holdings, LLC | | Foodservice sales and marketing agency | | Membership units | | | | | | 11/2015 | | | | 5,000 | | | 5.0 | | | 9.0 | | (2) | |
LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P. (15) | | Distributor of specialty foods | | First lien senior secured loan | | 10.73% | SOFR (Q) | 6.50% | | 10/2022 | | 10/2028 | | | 35.7 | | | 35.7 | | | 34.6 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 10/2022 | | | | 9,674,000 | | | 9.7 | | | 9.7 | | (2) | |
| | | | | | | | | | | | | | | | | 45.4 | | | 44.3 | | | |
SFE Intermediate Holdco LLC (15) | | Provider of outsourced foodservice to K-12 school districts | | First lien senior secured revolving loan | | 9.48% | SOFR (Q) | 4.75% | | 7/2017 | | 7/2025 | | | 8.3 | | | 8.3 | | | 8.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.48% | SOFR (Q) | 4.75% | | 9/2018 | | 7/2026 | | | 10.0 | | | 10.0 | | | 9.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.48% | SOFR (Q) | 4.75% | | 7/2017 | | 7/2026 | | | 6.2 | | | 6.2 | | | 6.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.48% | SOFR (Q) | 4.75% | | 3/2022 | | 7/2026 | | | 0.4 | | | 0.4 | | | 0.4 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 24.9 | | | 24.4 | | | |
VCP-EDC Co-Invest, LLC | | Distributor of foodservice equipment and supplies | | Membership units | | | | | | 6/2017 | | | | 2,970,000 | | | 2.8 | | | 4.2 | | | |
ZB Holdco LLC & ZB Parent LLC (15) | | Distributor of Mediterranean food and beverages | | First lien senior secured revolving loan | | | | | | 2/2022 | | 2/2028 | | | — | | | — | | | — | | (13) | |
| | | | First lien senior secured loan | | 9.48% | LIBOR (Q) | 4.75% | | 2/2022 | | 2/2028 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Series A units | | | | | | 2/2022 | | | | 4,699 | | | 4.7 | | | 5.5 | | | |
| | | | | | | | | | | | | | | | | 4.8 | | | 5.6 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 320.7 | | | 346.5 | | | 3.63% |
Materials | | | | | | | | | | | | | | | | | | | | | |
ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP (15) | | Manufacturer and supplier of printed packaging and trimmings | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 12/2021 | | 12/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Class A units | | | | | | 12/2021 | | | | 195,990 | | | 19.6 | | | 19.2 | | (2) | |
| | | | | | | | | | | | | | | | | 19.7 | | | 19.3 | | | |
Genomatica, Inc. | | Developer of a biotechnology platform for the production of chemical products | | Warrant to purchase shares of Series D preferred stock | | | | | | 3/2013 | | 3/2023 | | 322,422 | | | — | | | — | | | |
Halex Holdings, Inc. (5) | | Manufacturer of flooring installation products | | Common stock | | | | | | 1/2017 | | | | 51,853 | | | — | | | — | | | |
H-Food Holdings, LLC and Matterhorn Parent, LLC | | Food contract manufacturer | | First lien senior secured loan | | 8.07% | LIBOR (M) | 3.69% | | 6/2022 | | 5/2025 | | | 26.4 | | | 23.8 | | | 23.3 | | (2)(18) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 8.38% | LIBOR (M) | 4.00% | | 7/2022 | | 5/2025 | | | 3.3 | | | 3.1 | | | 3.0 | | (2)(18) | |
| | | | First lien senior secured loan | | 9.38% | LIBOR (M) | 5.00% | | 12/2021 | | 5/2025 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 11.38% | LIBOR (M) | 7.00% | | 11/2018 | | 3/2026 | | | 73.0 | | | 73.0 | | | 62.8 | | (2) | |
| | | | Common units | | | | | | 11/2018 | | | | 5,827 | | | 5.8 | | | 3.5 | | | |
| | | | | | | | | | | | | | | | | 105.8 | | | 92.7 | | | |
Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V. (15) | | Manufacturer of thermoformed packaging for medical devices | | First lien senior secured revolving loan | | 8.66% | LIBOR (Q) | 4.25% | | 7/2019 | | 7/2024 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 8.66% | LIBOR (Q) | 4.25% | | 7/2019 | | 7/2026 | | | 14.9 | | | 14.9 | | | 14.6 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 6.11% | Euribor (Q) | 4.50% | | 7/2019 | | 7/2026 | | | 4.8 | | | 5.1 | | | 4.7 | | (2)(6) | |
| | | | First lien senior secured loan | | 6.11% | Euribor (Q) | 4.50% | | 8/2019 | | 7/2026 | | | 1.5 | | | 1.6 | | | 1.5 | | (2)(6) | |
| | | | Class A units | | | | | | 7/2019 | | | | 6,762,668 | | | 6.8 | | | 7.5 | | (2)(6) | |
| | | | | | | | | | | | | | | | | 28.5 | | | 28.4 | | | |
Novipax Buyer, L.L.C. and Novipax Parent Holding Company, L.L.C. | | Developer and manufacturer of absorbent pads for food products | | First lien senior secured loan | | 11.17% | SOFR (Q) | 6.75% | | 12/2020 | | 12/2026 | | | 23.5 | | | 23.5 | | | 23.5 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.17% | SOFR (M) | 6.75% | | 12/2022 | | 12/2026 | | | 6.3 | | | 6.3 | | | 6.3 | | (2)(11) | |
| | | | Class A preferred units | | 10.00% PIK | | | | 12/2020 | | | | 4,772 | | | 4.2 | | | 9.2 | | (2) | |
| | | | Class C units | | | | | | 12/2020 | | | | 4,772 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 34.0 | | 39.0 | | |
Plaskolite PPC Intermediate II LLC and Plaskolite PPC Blocker LLC | | Manufacturer of specialized acrylic and polycarbonate sheets | | First lien senior secured loan | | 8.41% | LIBOR (Q) | 4.00% | | 12/2018 | | 12/2025 | | | 22.6 | | | 21.5 | | | 20.1 | | (2)(11) | |
| | | | Second lien senior secured loan | | 11.98% | LIBOR (Q) | 7.25% | | 12/2018 | | 12/2026 | | | 55.0 | | | 55.0 | | | 48.9 | | (2)(11) | |
| | | | Co-Invest units | | | | | | 12/2018 | | | | 5,969 | | | 0.6 | | | 0.5 | | (2) | |
| | | | | | | | | | | | | | | | | 77.1 | | | 69.5 | | | |
Polymer Solutions Group, LLC | | Manufacturer of chemical formulations that improve the processing and efficacy of rubber, resin, and engineered wood based end-products | | First lien senior secured loan | | 8.92% | LIBOR (Q) | 4.75% | | 5/2022 | | 11/2026 | | | — | | | — | | | — | | (2)(11) | |
Precision Concepts International LLC and Precision Concepts Canada Corporation (15) | | Manufacturer of diversified packaging solutions and plastic injection molded products | | First lien senior secured revolving loan | | 10.18% | SOFR (Q) | 5.50% | | 1/2019 | | 1/2025 | | | 6.2 | | | 6.2 | | | 6.2 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.18% | SOFR (Q) | 5.50% | | 1/2019 | | 1/2026 | | | 14.7 | | | 14.7 | | | 14.7 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.43% | SOFR (Q) | 5.75% | | 5/2022 | | 1/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | First lien senior secured loan | | 10.18% | SOFR (Q) | 5.50% | | 6/2021 | | 1/2026 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(6)(11) | |
| | | | | | | | | | | | | | | | | 21.1 | | | 21.1 | | | |
SCI PH Parent, Inc. | | Industrial container manufacturer, reconditioner and servicer | | Series B shares | | | | | | 8/2018 | | | | 11.4764 | | | 1.1 | | | 4.2 | | (2) | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 287.3 | | | 274.2 | | | 2.87% |
Technology Hardware and Equipment | | | | | | | | | | | | | | | | | | | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chariot Buyer LLC (15) | | Provider of smart access solutions across residential and commercial properties | | First lien senior secured revolving loan | | 7.38% | LIBOR (M) | 3.00% | | 11/2021 | | 11/2026 | | | 3.5 | | | 3.5 | | | 3.2 | | (2) | |
| | | | Second lien senior secured loan | | 11.13% | LIBOR (M) | 6.75% | | 11/2021 | | 11/2029 | | | 134.4 | | | 134.4 | | | 126.3 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 137.9 | | | 129.5 | | | |
Everspin Technologies, Inc. | | Designer and manufacturer of computer memory solutions | | Warrant to purchase shares of common stock | | | | | | 10/2016 | | 10/2026 | | 18,461 | | | 0.4 | | | — | | | |
ITI Holdings, Inc. (15) | | Provider of innovative software and equipment for motor vehicle agencies | | First lien senior secured revolving loan | | 12.00% | Base Rate (Q) | 4.50% | | 3/2022 | | 3/2028 | | | 3.0 | | | 3.0 | | | 2.9 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 9.88% | SOFR (M) | 5.50% | | 3/2022 | | 3/2028 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
| | | | First lien senior secured revolving loan | | 12.00% | Base Rate (M) | 4.50% | | 3/2022 | | 3/2028 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.08% | SOFR (Q) | 5.50% | | 3/2022 | | 3/2028 | | | 35.0 | | | 35.0 | | | 34.7 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 39.9 | | | 39.5 | | | |
Micromeritics Instrument Corp. (15) | | Scientific instrument manufacturer | | First lien senior secured loan | | 9.65% | LIBOR (S) | 4.50% | | 12/2019 | | 12/2025 | | | 20.7 | | | 20.7 | | | 20.7 | | (2)(11) | |
Repairify, Inc. and Repairify Holdings, LLC (15) | | Provider of automotive diagnostics scans and solutions | | Class A common units | | | | | | 6/2021 | | | | 163,820 | | | 4.9 | | | 4.4 | | (2) | |
Wildcat BuyerCo, Inc. and Wildcat Parent, LP (15) | | Provider and supplier of electrical components for commercial and industrial applications | | First lien senior secured revolving loan | | 10.09% | SOFR (M) | 5.75% | | 2/2020 | | 2/2026 | | | 0.8 | | | 0.8 | | | 0.8 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 10.48% | SOFR (Q) | 5.75% | | 2/2020 | | 2/2026 | | | 18.0 | | | 18.0 | | | 17.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | SOFR (Q) | 5.75% | | 5/2022 | | 2/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.48% | SOFR (Q) | 5.75% | | 11/2021 | | 2/2026 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | Limited partnership interests | | | | | | 2/2020 | | | | 17,655 | | | 1.8 | | | 5.1 | | (2) | |
| | | | | | | | | | | | | | | | | 21.0 | | | 24.1 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 224.8 | | | 218.2 | | | 2.28% |
Household and Personal Products | | | | | | | | | | | | | | | | | | | | | |
CDI Holdings III Corp. and CDI Holdings I Corp. (15) | | Provider of personal care appliances | | First lien senior secured loan | | 10.13% | LIBOR (M) | 5.75% | | 12/2021 | | 12/2027 | | | 3.8 | | | 3.8 | | | 3.6 | | (2)(11) | |
| | | | Common stock | | | | | | 12/2021 | | | | 6,149 | | | 6.1 | | | 4.4 | | (2) | |
| | | | | | | | | | | | | | | | | 9.9 | | | 8.0 | | | |
Foundation Consumer Brands, LLC | | Pharmaceutical holding company of over the counter brands | | First lien senior secured loan | | 10.15% | LIBOR (Q) | 5.50% | | 2/2021 | | 10/2026 | | | 12.8 | | | 12.6 | | | 12.8 | | (2)(11) | |
LifeStyles Bidco Ltd., Lifestyles Intermediate Holdco Ltd. and LifeStyles Parent, L.P. | | Provider of intimate wellness products | | First lien senior secured loan | | 11.15% | SOFR (Q) | 6.75% | | 11/2022 | | 11/2028 | | | 18.6 | | | 18.6 | | | 18.2 | | (2)(6)(11) | |
| | | | Preferred units | | 8.00% PIK | | | | 11/2022 | | | | 3,178 | | | 3.2 | | | 3.2 | | (2)(6) | |
| | | | Class B common units | | | | | | 11/2022 | | | | 32,105 | | | — | | | — | | (2)(6) | |
| | | | | | | | | | | | | | | | | 21.8 | | | 21.4 | | | |
Premier Specialties, Inc. and RMCF V CIV XLIV, L.P. (15) | | Manufacturer and supplier of natural fragrance materials and cosmeceuticals | | First lien senior secured revolving loan | | 10.38% | LIBOR (M) | 6.00% | | 8/2021 | | 8/2027 | | | 2.3 | | | 2.3 | | | 2.2 | | (2)(11) | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | First lien senior secured loan | | 10.38% | LIBOR (M) | 6.00% | | 8/2021 | | 8/2027 | | | 27.3 | | | 27.3 | | | 25.6 | | (2)(11) | |
| | | | Limited partner interests | | | | | | 8/2021 | | | | 4.58% | | | 4.7 | | | 2.8 | | (2) | |
| | | | | | | | | | | | | | | | | 34.3 | | | 30.6 | | | |
RD Holdco Inc. (5) | | Manufacturer and marketer of carpet cleaning machines | | Second lien senior secured loan | | | | | | 1/2017 | | 10/2026 | | | 24.2 | | | 22.0 | | | 10.2 | | (2)(10) | |
| | | | Common stock | | | | | | 1/2017 | | | | 458,596 | | | 14.0 | | | — | | | |
| | | | Warrant to purchase shares of common stock | | | | | | 1/2017 | | 12/2023 | | 56,372 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 36.0 | | | 10.2 | | | |
Walnut Parent, Inc. | | Manufacturer of natural solution pest and animal control products | | First lien senior secured loan | | 10.24% | LIBOR (Q) | 5.50% | | 11/2020 | | 11/2027 | | | 14.7 | | | 14.7 | | | 14.2 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.24% | LIBOR (Q) | 5.50% | | 4/2022 | | 11/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 14.8 | | | 14.3 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 129.4 | | | 97.3 | | | 1.02% |
Transportation | | | | | | | | | | | | | | | | | | | | | |
Commercial Trailer Leasing, Inc. (15) | | Trailer leasing company | | First lien senior secured loan | | 10.33% | SOFR (Q) | 6.25% | | 1/2021 | | 1/2026 | | | 33.3 | | | 33.3 | | | 33.3 | | (2)(11) | |
| | | | Second lien senior secured loan | | 13.00% | | | | 1/2021 | | 1/2027 | | | 19.9 | | | 19.9 | | | 19.5 | | (2) | |
| | | | | | | | | | | | | | | | | 53.2 | | | 52.8 | | | |
Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc. (15) | | Provider of tarp systems and accessories for trucks, trailers, carts, and specialty equipment used in the agriculture, construction and flatbed markets | | First lien senior secured revolving loan | | 10.59% | SOFR (Q) | 6.00% | | 6/2021 | | 6/2027 | | | 1.8 | | | 1.8 | | | 1.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.90% | SOFR (A) | 6.00% | | 6/2021 | | 6/2027 | | | 26.8 | | | 26.8 | | | 26.8 | | (2)(11) | |
| | | | First lien senior secured loan | | 10.90% | SOFR (A) | 6.00% | | 6/2022 | | 6/2027 | | | 0.1 | | | 0.1 | | | 0.1 | | (2)(11) | |
| | | | Common stock | | | | | | 6/2021 | | | | 7,599,000 | | | 7.6 | | | 13.9 | | (2) | |
| | | | | | | | | | | | | | | | | 36.3 | | | 42.6 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 89.5 | | | 95.4 | | | 1.00% |
Education | | | | | | | | | | | | | | | | | | | | | |
Excelligence Holdings Corp. | | Developer, manufacturer and retailer of educational products | | First lien senior secured loan | | 10.73% | SOFR (Q) | 6.00% | | 4/2017 | | 1/2024 | | | 9.2 | | | 9.2 | | | 9.2 | | (2)(11) | |
Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc. (15) | | Distributor of instructional products, services and resources | | First lien senior secured revolving loan | | 9.88% | LIBOR (M) | 5.50% | | 8/2018 | | 8/2024 | | | 6.5 | | | 6.5 | | | 6.5 | | (2)(11)(14) | |
| | | | First lien senior secured revolving loan | | 11.50% | Base Rate (M) | 4.50% | | 8/2018 | | 8/2024 | | | 0.5 | | | 0.5 | | | 0.5 | | (2)(11)(14) | |
| | | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 7/2017 | | 8/2024 | | | 29.6 | | | 29.6 | | | 29.6 | | (2)(11) | |
| | | | First lien senior secured loan | | 9.88% | LIBOR (M) | 5.50% | | 8/2018 | | 8/2024 | | | 1.1 | | | 1.1 | | | 1.1 | | (2)(11) | |
| | | | Series A preferred stock | | | | | | 10/2014 | | | | 1,272 | | | 0.7 | | | 1.5 | | (2) | |
| | | | | | | | | | | | | | | | | 38.4 | | | 39.2 | | | |
National College of Business and Technology Inc. & Leeds IV Advisors, Inc. | | Private school operator | | Senior preferred series A-1 shares | | | | | | 10/2015 | | | | 151,056 | | | 98.1 | | | 46.5 | | (2) | |
| | | | Series B preferred stock | | | | | | 8/2010 | | | | 348,615 | | | 1.0 | | | — | | | |
| | | | Series B preferred stock | | | | | | 8/2010 | | | | 757,505 | | | 4.0 | | | — | | | |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2022
(dollar amounts in millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Series C preferred stock | | | | | | 6/2010 | | | | 517,942 | | | 0.1 | | | — | | | |
| | | | Series C preferred stock | | | | | | 6/2010 | | | | 1,994,644 | | | 0.5 | | | — | | | |
| | | | Common stock | | | | | | 6/2010 | | | | 4 | | | — | | | — | | | |
| | | | Common stock | | | | | | 6/2010 | | | | 16 | | | — | | | — | | | |
| | | | | | | | | | | | | | | | | 103.7 | | | 46.5 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 151.3 | | | 94.9 | | | 0.99% |
Telecommunication Services | | | | | | | | | | | | | | | | | | | | | |
Aventiv Technologies, LLC and Securus Technologies Holdings, Inc. | | Provider of inmate telecom solutions to corrections and law enforcement agencies | | First lien senior secured loan | | 9.23% | LIBOR (Q) | 4.50% | | 5/2022 | | 11/2024 | | | 9.1 | | | 8.8 | | | 6.8 | | (2)(11)(18) | |
| | | | Second lien senior secured loan | | 12.66% | LIBOR (Q) | 8.25% | | 5/2022 | | 11/2025 | | | 0.2 | | | 0.2 | | | 0.2 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 9.0 | | | 7.0 | | | |
Emergency Communications Network, LLC (15) | | Provider of mission critical emergency mass notification solutions | | First lien senior secured revolving loan | | 12.15% (5.97% PIK) | SOFR (Q) | 7.75% | | 6/2017 | | 6/2024 | | | 6.8 | | | 6.8 | | | 6.1 | | (2)(11) | |
| | | | First lien senior secured loan | | 11.84% (6.02% PIK) | SOFR (Q) | 7.75% | | 6/2017 | | 6/2024 | | | 48.4 | | | 48.3 | | | 43.6 | | (2)(11) | |
| | | | | | | | | | | | | | | | | 55.1 | | | 49.7 | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 64.1 | | | 56.7 | | | 0.59% |
| | | | | | | | | | | | | | | | | | | | | |
Total Investments | | | | | | | | | | | | | | | | | $ | 22,043.0 | | | $ | 21,779.8 | | | 227.97% |
| | | | | | | | | | | | | | | | | | | | | |
Derivative Instruments
Forward currency contracts
| | | | | | | | | | | | | | | | | | | | | | | |
Description | Notional Amount to be Purchased | Notional Amount to be sold | Counterparty | Settlement Date | Unrealized Appreciation / (Depreciation) |
Forward currency contract | $ | 195 | | CAD | 264 | | Royal Bank of Canada | January 27, 2023 | $ | (1) | |
Forward currency contract | $ | 178 | | CAD | 242 | | Royal Bank of Canada | January 18, 2023 | (1) | |
Forward currency contract | $ | 159 | | € | 158 | | Royal Bank of Canada | January 27, 2023 | (10) | |
Forward currency contract | $ | 145 | | £ | 125 | | Royal Bank of Canada | January 27, 2023 | (6) | |
Forward currency contract | $ | 34 | | NZD | 59 | | Royal Bank of Canada | January 27, 2023 | (3) | |
Forward currency contract | $ | 12 | | CAD | 17 | | Royal Bank of Canada | January 27, 2023 | — | |
Total | | | | | | | $ | (21) | |
______________________________________________
(1)Other than the Company’s investments listed in footnote 5 below (subject to the limitations set forth therein), the Company does not “Control” any of its portfolio companies, for the purposes of the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). In general, under the Investment Company Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. All of the Company’s portfolio company investments, which as of December 31, 2022 represented 228% of the Company’s net assets or 97% of the Company’s total assets, are subject to legal restrictions on sales.
(2)These assets are pledged as collateral under the Company’s or the Company’s consolidated subsidiaries’ various revolving credit facilities and, as a result, are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the obligations under each of the respective facilities (see Note 5).
(3)Investments without an interest rate are non-income producing.
(4)As defined in the Investment Company Act, the Company is deemed to be an “Affiliated Person” because it owns 5% or more of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2022 in which the issuer was an Affiliated Person of the Company (but not a portfolio company that the Company is deemed to Control) are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Year Ended December 31, 2022 | | As of December 31, 2022 |
(in millions) Company | | Purchases (cost) | | Redemptions (cost) | | Sales (cost) | | Interest income | | Capital structuring service fees | | Dividend income | | Other income | | Net realized gains (losses) | | Net unrealized gains (losses) | | Fair Value |
Apex Clean Energy TopCo, LLC | | $ | 18.1 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 53.4 | | | $ | 150.6 | |
APG Intermediate Holdings Corporation and APG Holdings, LLC | | — | | | 0.1 | | | — | | | 1.0 | | | — | | | — | | | — | | | — | | | (3.0) | | | 21.8 | |
Blue Wolf Capital Fund II, L.P. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.2) | | | 0.1 | |
Bragg Live Food Products, LLC and SPC Investment Co., L.P. | | 3.3 | | | 5.7 | | | 9.8 | | | 3.4 | | | — | | | — | | | 0.2 | | | (0.2) | | | 3.5 | | | 39.1 | |
ESCP PPG Holdings, LLC | | 2.3 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1.9) | | | 3.1 | |
European Capital UK SME Debt LP | | — | | | 0.8 | | | — | | | — | | | — | | | 2.0 | | | — | | | — | | | 0.4 | | | 26.5 | |
PCG-Ares Sidecar Investment, L.P. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.6) | | | 0.7 | |
PCG-Ares Sidecar Investment II, L.P. | | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4.2 | | | 15.5 | |
Primrose Holding Corporation | | — | | | — | | | 4.6 | | | — | | | — | | | — | | | — | | | 28.9 | | | (22.4) | | | — | |
Production Resource Group, L.L.C. and PRG III, LLC | | 2.5 | | | 0.3 | | | — | | | 7.0 | | | 0.1 | | | — | | | — | | | — | | | 33.6 | | | 97.3 | |
Shock Doctor, Inc. and Shock Doctor Holdings, LLC | | 3.2 | | | 4.5 | | | 18.9 | | | 0.8 | | | — | | | — | | | 0.1 | | | — | | | 3.0 | | | 6.0 | |
Sundance Energy Inc. | | — | | | 41.0 | | | — | | | — | | | — | | | — | | | — | | | (22.6) | | | 1.2 | | | — | |
Totes Isotoner Corporation and Totes Ultimate Holdco, Inc. | | — | | | — | | | — | | | 0.3 | | | — | | | — | | | — | | | — | | | (0.2) | | | 3.7 | |
| | $ | 29.5 | | | $ | 52.4 | | | $ | 33.3 | | | $ | 12.5 | | | $ | 0.1 | | | $ | 2.0 | | | $ | 0.3 | | | $ | 6.1 | | | $ | 71.0 | | | $ | 364.4 | |
(5)As defined in the Investment Company Act, the Company is deemed to be both an “Affiliated Person” and “Control” this portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2022 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the Year Ended December 31, 2022 | | As of December 31, 2022 |
(in millions) Company | | Purchases (cost) | | Redemptions (cost) | | Sales (cost) | | Interest income | | Capital structuring service fees | | Dividend income | | Other income | | Net realized gains (losses) | | Net unrealized gains (losses) | | Fair Value |
Absolute Dental Group LLC and Absolute Dental Equity, LLC | | $ | 2.0 | | | $ | 3.0 | | | $ | — | | | $ | 6.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 4.6 | | | $ | 70.2 | |
ACAS Equity Holdings Corporation | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.4 | |
ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
CoLTs 2005-1 Ltd. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Eckler Industries, Inc. and Eckler Purchaser LLC | | 8.8 | | | 57.0 | | | — | | | — | | | — | | | — | | | — | | | (57.0) | | | 25.1 | | | — | |
Halex Holdings, Inc. | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
HCI Equity, LLC | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC | | 95.4 | | | — | | | — | | | 7.1 | | | 1.9 | | | — | | | — | | | — | | | 42.6 | | | 209.6 | |
Imaging Business Machines, L.L.C. and Scanner Holdings Corporation | | — | | | 3.9 | | | — | | | 2.4 | | | 0.7 | | | 23.1 | | | 0.5 | | | — | | | (5.4) | | | 47.8 | |
Ivy Hill Asset Management, L.P. | | 1,544.2 | | | 277.6 | | | — | | | 22.5 | | | — | | | 205.0 | | | — | | | — | | | (1.0) | | | 2,201.1 | |
Joyce Lane Capital LLC and Joyce Lane Financing SPV LLC (fka Ciena Capital LLC) | | — | | | 0.3 | | | — | | | 0.1 | | | — | | | — | | | — | | | 0.5 | | | 0.1 | | | — | |
Navisun LLC and Navisun Holdings LLC | | — | | | 131.0 | | | — | | | 0.4 | | | — | | | 0.1 | | | — | | | 19.0 | | | (9.4) | | | — | |
Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC | | 8.3 | | | — | | | — | | | 3.2 | | | 0.3 | | | — | | | — | | | — | | | (11.7) | | | 44.7 | |
Potomac Intermediate Holdings II LLC | | 6.0 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (42.4) | | | 143.2 | |
PS Operating Company LLC and PS Op Holdings LLC | | 6.3 | | | 4.6 | | | — | | | 1.5 | | | — | | | — | | | — | | | — | | | 1.0 | | | 27.7 | |
RD Holdco Inc. | | — | | | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | | | (10.6) | | | 10.3 | |
S Toys Holdings LLC (fka The Step2 Company, LLC) | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (0.1) | | | — | |
Senior Direct Lending Program, LLC | | 317.8 | | | 31.1 | | | — | | | 146.3 | | | 16.9 | | | — | | | 5.5 | | | — | | | (25.3) | | | 1,248.6 | |
Startec Equity, LLC | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
VPROP Operating, LLC and V SandCo, LLC | | 6.0 | | | 4.5 | | | — | | | 5.0 | | | 0.2 | | | — | | | — | | | — | | | 33.5 | | | 116.1 | |
| | $ | 1,994.8 | | | $ | 513.1 | | | $ | — | | | $ | 194.5 | | | $ | 20.0 | | | $ | 228.2 | | | $ | 6.0 | | | $ | (37.5) | | | $ | 1.0 | | | $ | 4,119.7 | |
______________________________________________________________________
* Together with Varagon Capital Partners (“Varagon”) and its clients, the Company has co-invested through the Senior Direct Lending Program LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”). The SDLP has been capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of the Company and Varagon (with approval from a representative of each required); therefore, although the Company owns more than 25% of the voting securities of the SDLP, the Company does not believe that it has control over the SDLP (for purposes of the Investment Company Act or otherwise) because, among other things, these “voting securities” do not afford the Company the right to elect directors of the SDLP or any other special rights (see Note 4 to the consolidated financial statements).
(6)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. Pursuant to Section 55(a) of the Investment Company Act, 25% of the Company's total assets are represented by investments at fair value and other assets that are considered "non-qualifying assets" as of December 31, 2022.
(7)Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually (A), semi-annually (S), quarterly (Q), bi-monthly (B), monthly (M) or daily (D). For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread.
(8)In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 2.00% on $40.9 in aggregate principal amount of a “first out” tranche of the portfolio company’s senior term debt previously syndicated by the Company into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.
(9)The Company sold a participating interest of approximately $79.0 in aggregate principal amount outstanding of the portfolio company’s first lien senior secured revolving loan. As the transaction did not qualify as a “true sale” in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company recorded a corresponding $79.0 secured borrowing, at fair value, included in “secured borrowings” in the accompanying consolidated balance sheet. As of December 31, 2022, the interest rate in effect for the secured borrowing was 11.62%.
(10)Loan was on non-accrual status as of December 31, 2022.
(11)Loan includes interest rate floor feature.
(12)In addition to the interest earned based on the stated contractual interest rate of this security, the certificates entitle the holders thereof to receive a portion of the excess cash flow from the SDLP’s loan portfolio, after expenses, which may result in a return to the Company greater than the contractual stated interest rate.
(13)As of December 31, 2022, no amounts were funded by the Company under this first lien senior secured revolving loan; however, there were letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 for further information on letters of credit commitments related to certain portfolio companies.
(14)As of December 31, 2022, in addition to the amounts funded by the Company under this first lien senior secured revolving loan, there were also letters of credit issued and outstanding through a financial intermediary under the loan. See Note 7 for further information on letters of credit commitments related to certain portfolio companies.
(15)As of December 31, 2022, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 7 for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.
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(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments |
Absolute Dental Group LLC and Absolute Dental Equity, LLC | $ | 7.1 | | $ | (3.2) | | $ | 3.9 | | $ | — | | $ | — | | $ | 3.9 | |
Abzena Holdings, Inc. and Astro Group Holdings Ltd. | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
Accommodations Plus Technologies LLC and Accommodations Plus Technologies Holdings LLC | 4.1 | | (4.1) | | — | | — | | — | | — | |
ADG, LLC and RC IV GEDC Investor LLC | 14.1 | | (14.1) | | — | | — | | — | | — | |
Advarra Holdings, Inc. | 0.4 | | — | | 0.4 | | — | | — | | 0.4 | |
AffiniPay Midco, LLC and AffiniPay Intermediate Holdings, LLC | 45.6 | | — | | 45.6 | | — | | — | | 45.6 | |
AI Fire Buyer, Inc. and AI Fire Parent LLC | 28.9 | | (0.4) | | 28.5 | | — | | — | | 28.5 | |
AIM Acquisition, LLC | 1.8 | | — | | 1.8 | | — | | — | | 1.8 | |
Alcami Corporation and ACM Note Holdings, LLC | 6.6 | | — | | 6.6 | | — | | — | | 6.6 | |
American Residential Services L.L.C. and Aragorn Parent Holdings LP | 4.5 | | (0.9) | | 3.6 | | — | | — | | 3.6 | |
| | | | | | |
Anaplan, Inc. | 1.4 | | — | | 1.4 | | — | | — | | 1.4 | |
Anaqua Parent Holdings, Inc. & Astorg VII Co-Invest Anaqua | 3.4 | | — | | 3.4 | | — | | — | | 3.4 | |
APG Intermediate Holdings Corporation and APG Holdings, LLC | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
Applied Technical Services, LLC | 3.8 | | (1.1) | | 2.7 | | — | | — | | 2.7 | |
Appriss Health, LLC and Appriss Health Intermediate Holdings, Inc. | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
Apptio, Inc. | 4.2 | | (2.5) | | 1.7 | | — | | — | | 1.7 | |
AQ Sage Buyer, LLC | 6.4 | | — | | 6.4 | | — | | — | | 6.4 | |
AQ Sunshine, Inc. | 12.4 | | (1.4) | | 11.0 | | — | | — | | 11.0 | |
Argenbright Holdings V, LLC and Amberstone Security Group Limited | 2.5 | | — | | 2.5 | | — | | — | | 2.5 | |
ASP-r-pac Acquisition CO LLC and ASP-r-pac Holdings LP | 6.2 | | — | | 6.2 | | — | | — | | 6.2 | |
AthenaHealth Group Inc., Minerva Holdco, Inc. and BCPE Co-Invest (A), LP | 9.0 | | — | | 9.0 | | — | | — | | 9.0 | |
ATI Restoration, LLC | 83.7 | | (5.8) | | 77.9 | | — | | — | | 77.9 | |
Atlas Intermediate III, L.L.C. | 0.8 | | (0.2) | | 0.6 | | — | | — | | 0.6 | |
Avalara, Inc. | 2.7 | | — | | 2.7 | | — | | — | | 2.7 | |
Aventine Intermediate LLC & Aventine Holdings II LLC | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | |
Avetta, LLC | 4.2 | | — | | 4.2 | | — | | — | | 4.2 | |
AxiomSL Group, Inc. and Calypso Group, Inc. | 3.9 | | — | | 3.9 | | — | | — | | 3.9 | |
BAART Programs, Inc., MedMark Services, Inc., and Canadian Addiction Treatment Centres LP | 2.0 | | — | | 2.0 | | — | | — | | 2.0 | |
| | | | | | |
Banyan Software Holdings, LLC and Banyan Software, LP | 8.0 | | (0.9) | | 7.1 | | — | | — | | 7.1 | |
Beacon Pointe Harmony, LLC | 5.5 | | — | | 5.5 | | — | | — | | 5.5 | |
Belfor Holdings, Inc. | 25.0 | | (17.0) | | 8.0 | | — | | — | | 8.0 | |
Benecon Midco II LLC and Locutus Holdco LLC | 4.5 | | — | | 4.5 | | — | | — | | 4.5 | |
Benefytt Technologies, Inc. | 0.9 | | — | | 0.9 | | — | | — | | 0.9 | |
Berner Food & Beverage, LLC | 1.7 | | (0.5) | | 1.2 | | — | | — | | 1.2 | |
BlueHalo Financing Holdings, LLC, BlueHalo Global Holdings, LLC, and BlueHalo, LLC | 3.0 | | (2.8) | | 0.2 | | — | | — | | 0.2 | |
Borrower R365 Holdings LLC | 2.9 | | — | | 2.9 | | — | | — | | 2.9 | |
Bottomline Technologies, Inc. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | |
Bragg Live Food Products, LLC and SPC Investment Co., L.P. | 4.4 | | — | | 4.4 | | — | | — | | 4.4 | |
Businessolver.com, Inc. | 3.6 | | — | | 3.6 | | — | | — | | 3.6 | |
Cadence Aerospace, LLC | 15.3 | | (14.8) | | 0.5 | | — | | — | | 0.5 | |
Caerus Midco 3 S.Ã r.l. | 4.1 | | — | | 4.1 | | — | | — | | 4.1 | |
| | | | | | |
Capstone Acquisition Holdings, Inc. and Capstone Parent Holdings, LP | 15.3 | | (8.8) | | 6.5 | | — | | — | | 6.5 | |
Captive Resources Midco, LLC | 1.2 | | — | | 1.2 | | — | | — | | 1.2 | |
Cardinal Parent, Inc. and Packers Software Intermediate Holdings, Inc. | 5.0 | | (3.4) | | 1.6 | | — | | — | | 1.6 | |
CCS-CMGC Holdings, Inc. | 12.0 | | (3.7) | | 8.3 | | — | | — | | 8.3 | |
CDI Holdings III Corp. and CDI Holdings I Corp. | 0.9 | | — | | 0.9 | | — | | — | | 0.9 | |
Center for Autism and Related Disorders, LLC | 20.4 | | (9.0) | | 11.4 | | — | | (11.4) | | — | |
Centric Brands LLC and Centric Brands GP LLC | 8.6 | | (5.0) | | 3.6 | | — | | — | | 3.6 | |
Chariot Buyer LLC | 12.3 | | (3.5) | | 8.8 | | — | | — | | 8.8 | |
Cheyenne Petroleum Company Limited Partnership, CPC 2001 LLC and Mill Shoals LLC | 9.5 | | — | | 9.5 | | — | | — | | 9.5 | |
CMG HoldCo, LLC and CMG Buyer Holdings, Inc. | 10.2 | | (0.4) | | 9.8 | | — | | — | | 9.8 | |
Cobalt Buyer Sub, Inc., Cobalt Holdings I, LP, and Cobalt Intermediate I, Inc. | 7.8 | | (2.5) | | 5.3 | | — | | — | | 5.3 | |
| | | | | | | | | | | | | | | | | | | | |
(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments |
Commercial Trailer Leasing, Inc. | 0.6 | | — | | 0.6 | | — | | — | | 0.6 | |
Community Brands ParentCo, LLC | 7.2 | | — | | 7.2 | | — | | — | | 7.2 | |
Compex Legal Services, Inc. | 3.6 | | (1.8) | | 1.8 | | — | | — | | 1.8 | |
Comprehensive EyeCare Partners, LLC | 1.9 | | (0.8) | | 1.1 | | — | | — | | 1.1 | |
Concert Golf Partners Holdco LLC | 3.1 | | — | | 3.1 | | — | | — | | 3.1 | |
Consilio Midco Limited, Compusoft US LLC, and Consilio Investment Holdings, L.P. | 14.2 | | (0.8) | | 13.4 | | — | | — | | 13.4 | |
| | | | | | |
Continental Café, LLC and Infinity Ovation Yacht Charters, LLC | 8.0 | | (0.7) | | 7.3 | | — | | — | | 7.3 | |
Convera International Holdings Limited and Convera International Financial S.A R.L. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | |
CoreLogic, Inc. and T-VIII Celestial Co-Invest LP | 38.9 | | — | | 38.9 | | — | | — | | 38.9 | |
Cority Software Inc., Cority Software (USA) Inc., and Cority Parent, Inc. | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
Cornerstone OnDemand, Inc. and Sunshine Software Holdings, Inc. | 38.7 | | (22.7) | | 16.0 | | — | | — | | 16.0 | |
Covaris Intermediate 3, LLC & Covaris Parent, LLC | 22.2 | | (1.5) | | 20.7 | | — | | — | | 20.7 | |
Coyote Buyer, LLC | 5.8 | | — | | 5.8 | | — | | — | | 5.8 | |
CrossCountry Mortgage, LLC | 56.3 | | — | | 56.3 | | — | | — | | 56.3 | |
Crown CT Parent Inc., Crown CT HoldCo Inc. and Crown CT Management LLC | 3.2 | | — | | 3.2 | | — | | — | | 3.2 | |
CST Holding Company | 1.9 | | (0.2) | | 1.7 | | — | | — | | 1.7 | |
CVP Holdco, Inc. and OMERS Wildcats Investment Holdings LLC | 25.8 | | — | | 25.8 | | — | | — | | 25.8 | |
DecoPac, Inc. and KCAKE Holdings Inc. | 16.5 | | (6.6) | | 9.9 | | — | | — | | 9.9 | |
| | | | | | |
Denali Holdco LLC and Denali Apexco LP | 11.4 | | — | | 11.4 | | — | | — | | 11.4 | |
DFC Global Facility Borrower III LLC | 96.7 | | (79.3) | | 17.4 | | — | | — | | 17.4 | |
Diligent Corporation and Diligent Preferred Issuer, Inc. | 2.2 | | (0.7) | | 1.5 | | — | | — | | 1.5 | |
Display Holding Company, Inc., Saldon Holdings, Inc. and Fastsigns Holdings Inc. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | |
DRS Holdings III, Inc. and DRS Holdings I, Inc. | 10.8 | | — | | 10.8 | | — | | — | | 10.8 | |
DS Admiral Bidco, LLC | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
Dye & Durham Corporation | 18.2 | | (5.0) | | 13.2 | | — | | — | | 13.2 | |
Dynamic NC Aerospace Holdings, LLC and Dynamic NC Investment Holdings, LP | 7.1 | | — | | 7.1 | | — | | — | | 7.1 | |
Elemica Parent, Inc. & EZ Elemica Holdings, Inc. | 4.1 | | (4.1) | | — | | — | | — | | — | |
Elevation Services Parent Holdings, LLC | 17.1 | | (1.5) | | 15.6 | | — | | — | | 15.6 | |
Emergency Communications Network, LLC | 6.8 | | (6.8) | | — | | — | | — | | — | |
EP Wealth Advisors, LLC | 14.1 | | — | | 14.1 | | — | | — | | 14.1 | |
EpiServer Inc. and Episerver Sweden Holdings AB | 14.5 | | — | | 14.5 | | — | | — | | 14.5 | |
EPS NASS Parent, Inc. | 1.5 | | (0.8) | | 0.7 | | — | | — | | 0.7 | |
eResearch Technology, Inc. and Astorg VII Co-Invest ERT | 2.5 | | — | | 2.5 | | — | | — | | 2.5 | |
ESHA Research, LLC and RMCF VI CIV XLVIII, L.P. | 1.1 | | — | | 1.1 | | — | | — | | 1.1 | |
Essential Services Holding Corporation and OMERS Mahomes Investment Holdings LLC | 28.0 | | (6.2) | | 21.8 | | — | | — | | 21.8 | |
| | | | | | |
Explorer Investor, Inc | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | |
Extrahop Networks, Inc. | 5.9 | | — | | 5.9 | | — | | — | | 5.9 | |
Faraday Buyer, LLC | 4.7 | | — | | 4.7 | | — | | — | | 4.7 | |
FL Hawk Intermediate Holdings, Inc. | 0.5 | | — | | 0.5 | | — | | — | | 0.5 | |
Flinn Scientific, Inc. and WCI-Quantum Holdings, Inc. | 14.5 | | (7.1) | | 7.4 | | — | | — | | 7.4 | |
FM:Systems Group, LLC | 1.5 | | — | | 1.5 | | — | | — | | 1.5 | |
Forescout Technologies, Inc. | 14.2 | | — | | 14.2 | | — | | — | | 14.2 | |
| | | | | | |
Foundation Risk Partners, Corp. | 40.5 | | (8.6) | | 31.9 | | — | | — | | 31.9 | |
FS Squared Holding Corp. and FS Squared, LLC | 9.6 | | (0.5) | | 9.1 | | — | | — | | 9.1 | |
Galway Borrower LLC | 9.8 | | (0.4) | | 9.4 | | — | | — | | 9.4 | |
Genesis Acquisition Co. and Genesis Ultimate Holding Co. | 1.5 | | (1.5) | | — | | — | | — | | — | |
GHX Ultimate Parent Corporation, Commerce Parent, Inc. and Commerce Topco, LLC | 47.5 | | — | | 47.5 | | — | | — | | 47.5 | |
GI Ranger Intermediate LLC | 9.2 | | (0.4) | | 8.8 | | — | | — | | 8.8 | |
Global Music Rights, LLC | 4.3 | | — | | 4.3 | | — | | — | | 4.3 | |
GNZ Energy Bidco Limited and Galileo Co-investment Trust I | 3.1 | | — | | 3.1 | | — | | — | | 3.1 | |
Gotham Greens Holdings, PBC | 33.8 | | — | | 33.8 | | — | | — | | 33.8 | |
GraphPAD Software, LLC, Insightful Science Intermediate I, LLC and Insightful Science Holdings, LLC | 5.0 | | — | | 5.0 | | — | | — | | 5.0 | |
| | | | | | | | | | | | | | | | | | | | |
(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments |
HAI Acquisition Corporation and Aloha Topco, LLC | 19.0 | | — | | 19.0 | | — | | — | | 19.0 | |
| | | | | | |
Harvey Tool Company, LLC | 28.5 | | — | | 28.5 | | — | | — | | 28.5 | |
HealthEdge Software, Inc. | 36.2 | | (0.3) | | 35.9 | | — | | — | | 35.9 | |
Heavy Construction Systems Specialists, LLC | 4.0 | | — | | 4.0 | | — | | — | | 4.0 | |
Help/Systems Holdings, Inc. | 7.5 | | — | | 7.5 | | — | | — | | 7.5 | |
HGC Holdings, LLC | 7.5 | | — | | 7.5 | | — | | — | | 7.5 | |
HH-Stella, Inc. and Bedrock Parent Holdings, LP | 14.8 | | (2.8) | | 12.0 | | — | | — | | 12.0 | |
High Street Buyer, Inc. and High Street Holdco LLC | 25.5 | | — | | 25.5 | | — | | — | | 25.5 | |
Highline Aftermarket Acquisition, LLC, Highline Aftermarket SC Acquisition, Inc. and Highline PPC Blocker LLC | 9.5 | | (1.1) | | 8.4 | | — | | — | | 8.4 | |
Hometown Food Company | 3.9 | | (0.8) | | 3.1 | | — | | — | | 3.1 | |
Huskies Parent, Inc., GI Insurity Parent LLC and GI Insurity TopCo LP | 22.6 | | (9.4) | | 13.2 | | — | | — | | 13.2 | |
Infinity Home Services HoldCo, Inc. and IHS Parent Holdings, L.P. | 13.0 | | — | | 13.0 | | — | | — | | 13.0 | |
Inszone Mid, LLC and INSZ Holdings, LLC | 17.2 | | — | | 17.2 | | — | | — | | 17.2 | |
IQN Holding Corp. | 6.8 | | — | | 6.8 | | — | | — | | 6.8 | |
ISQ Hawkeye Holdco, Inc. and ISQ Hawkeye Holdings, LLC | 9.8 | | (0.2) | | 9.6 | | — | | — | | 9.6 | |
ITI Holdings, Inc. | 5.7 | | (2.0) | | 3.7 | | — | | — | | 3.7 | |
JDC Healthcare Management, LLC | 4.8 | | (4.8) | | — | | — | | — | | — | |
| | | | | | |
K2 Insurance Services, LLC and K2 Holdco LP | 9.1 | | — | | 9.1 | | — | | — | | 9.1 | |
Kaseya Inc. and Knockout Intermediate Holdings I Inc. | 31.2 | | — | | 31.2 | | — | | — | | 31.2 | |
KBHS Acquisition, LLC (d/b/a Alita Care, LLC) | 5.0 | | (3.2) | | 1.8 | | — | | — | | 1.8 | |
Kene Acquisition, Inc. and Kene Holdings, L.P. | 8.9 | | (0.2) | | 8.7 | | — | | — | | 8.7 | |
Laboratories Bidco LLC and Laboratories Topco LLC | 41.3 | | (8.8) | | 32.5 | | — | | — | | 32.5 | |
LeanTaaS Holdings, Inc. | 54.0 | | — | | 54.0 | | — | | — | | 54.0 | |
Leviathan Intermediate Holdco, LLC and Leviathan Holdings, L.P. | 5.5 | | (0.7) | | 4.8 | | — | | — | | 4.8 | |
Lew's Intermediate Holdings, LLC | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | |
Lido Advisors, LLC | 0.8 | | (0.4) | | 0.4 | | — | | — | | 0.4 | |
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LJ Perimeter Buyer, Inc. and LJ Perimeter Co-Invest, L.P. | 10.1 | | — | | 10.1 | | — | | — | | 10.1 | |
LJP Purchaser, Inc. and LJP Topco, LP | 4.4 | | — | | 4.4 | | — | | — | | 4.4 | |
Lower ACS, Inc. | 25.9 | | — | | 25.9 | | — | | — | | 25.9 | |
LSP Holdco, LLC and ZBS Mechanical Group Co-Invest Fund 2, LLC | 3.9 | | — | | 3.9 | | — | | — | | 3.9 | |
Majesco and Magic Topco, L.P. | 2.0 | | — | | 2.0 | | — | | — | | 2.0 | |
Management Consulting & Research LLC | 4.0 | | — | | 4.0 | | — | | — | | 4.0 | |
Manna Pro Products, LLC | 7.0 | | (5.1) | | 1.9 | | — | | — | | 1.9 | |
Marmic Purchaser, LLC and Marmic Topco, L.P. | 6.9 | | — | | 6.9 | | — | | — | | 6.9 | |
Mavis Tire Express Services Topco Corp., Metis Holdco, Inc. and Metis Topco, LP | 32.9 | | (7.3) | | 25.6 | | — | | — | | 25.6 | |
McKenzie Creative Brands, LLC | 4.5 | | (1.9) | | 2.6 | | — | | — | | 2.6 | |
Medline Borrower, LP | 6.9 | | (0.2) | | 6.7 | | — | | — | | 6.7 | |
Micromeritics Instrument Corp. | 4.1 | | — | | 4.1 | | — | | — | | 4.1 | |
Mimecast Borrowerco, Inc. and Magnesium Co- Invest SCSp | 15.1 | | — | | 15.1 | | — | | — | | 15.1 | |
Ministry Brands Holdings, LLC and RCP MB Investments B, L.P. | 31.3 | | (4.0) | | 27.3 | | — | | — | | 27.3 | |
Monica Holdco (US) Inc. | 3.6 | | (2.4) | | 1.2 | | — | | — | | 1.2 | |
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Moonraker AcquisitionCo LLC and Moonraker HoldCo LLC | 19.0 | | — | | 19.0 | | — | | — | | 19.0 | |
MRI Software LLC | 10.6 | | — | | 10.6 | | — | | — | | 10.6 | |
Murchison Oil and Gas, LLC and Murchison Holdings, LLC | 27.5 | | — | | 27.5 | | — | | — | | 27.5 | |
n2y Holding, LLC | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
NAS, LLC and Nationwide Marketing Group, LLC | 3.0 | | (0.6) | | 2.4 | | — | | — | | 2.4 | |
National Intergovernmental Purchasing Alliance Company | 9.0 | | (1.2) | | 7.8 | | — | | — | | 7.8 | |
NCWS Intermediate, Inc. and NCWS Holdings LP | 28.1 | | — | | 28.1 | | — | | — | | 28.1 | |
Nelipak Holding Company, Nelipak European Holdings Cooperatief U.A., KNPAK Holdings, LP and PAKNK Netherlands Treasury B.V. | 0.6 | | (0.1) | | 0.5 | | — | | — | | 0.5 | |
Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P. | 12.6 | | — | | 12.6 | | — | | — | | 12.6 | |
Nest Topco Borrower Inc., KKR Nest Co-Invest L.P., and NBLY 2021-1 | 119.1 | | — | | 119.1 | | — | | — | | 119.1 | |
NMC Skincare Intermediate Holdings II, LLC | 12.7 | | — | | 12.7 | | — | | — | | 12.7 | |
NMN Holdings III Corp. and NMN Holdings LP | 12.5 | | (3.1) | | 9.4 | | — | | — | | 9.4 | |
Noble Aerospace, LLC | 5.6 | | (2.2) | | 3.4 | | — | | — | | 3.4 | |
North American Fire Holdings, LLC and North American Fire Ultimate Holdings, LLC | 8.1 | | — | | 8.1 | | — | | — | | 8.1 | |
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(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments |
North Haven Fairway Buyer, LLC, Fairway Lawns, LLC and Command Pest Control, LLC | 22.5 | | — | | 22.5 | | — | | — | | 22.5 | |
North Haven Falcon Buyer, LLC and North Haven Falcon Holding Company, LLC | 3.5 | | — | | 3.5 | | — | | — | | 3.5 | |
North Haven Stack Buyer, LLC | 5.1 | | (0.8) | | 4.3 | | — | | — | | 4.3 | |
Offen, Inc. | 5.6 | | — | | 5.6 | | — | | — | | 5.6 | |
Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius Holdings LLC | 1.6 | | — | | 1.6 | | — | | (1.6) | | — | |
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OneDigital Borrower LLC | 7.5 | | (0.4) | | 7.1 | | — | | — | | 7.1 | |
Pathway Vet Alliance LLC and Jedi Group Holdings LLC | 1.9 | | — | | 1.9 | | — | | — | | 1.9 | |
Patriot Growth Insurance Services, LLC | 2.2 | | — | | 2.2 | | — | | — | | 2.2 | |
Paya, Inc and GTCR-Ultra Holdings LLC | 4.5 | | — | | 4.5 | | — | | — | | 4.5 | |
PDDS HoldCo, Inc. | 2.1 | | — | | 2.1 | | — | | — | | 2.1 | |
PDI TA Holdings, Inc., Peachtree Parent, Inc. and Insight PDI Holdings, LLC | 7.6 | | (6.1) | | 1.5 | | — | | — | | 1.5 | |
Pegasus Global Enterprise Holdings, LLC, Mekone Blocker Acquisition, Inc. and Mekone Parent, LLC | 20.6 | | — | | 20.6 | | — | | — | | 20.6 | |
Pelican Products, Inc. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | |
People Corporation | 20.6 | | (1.3) | | 19.3 | | — | | — | | 19.3 | |
Perforce Software, Inc. | 0.5 | | — | | 0.5 | | — | | — | | 0.5 | |
Petroleum Service Group LLC | 17.5 | | (4.4) | | 13.1 | | — | | — | | 13.1 | |
Petrus Buyer, Inc. | 2.7 | | — | | 2.7 | | — | | — | | 2.7 | |
Petvisor Holdings, LLC | 37.6 | | — | | 37.6 | | — | | — | | 37.6 | |
Ping Identity Holding Corp. | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | |
Pluralsight, Inc. | 0.3 | | (0.2) | | 0.1 | | — | | — | | 0.1 | |
Precision Concepts International LLC and Precision Concepts Canada Corporation | 19.2 | | (6.2) | | 13.0 | | — | | — | | 13.0 | |
Premier Specialties, Inc. and RMCF V CIV XLIV, L.P. | 11.0 | | (2.3) | | 8.7 | | — | | — | | 8.7 | |
Premise Health Holding Corp. and OMERS Bluejay Investment Holdings LP | 36.0 | | (0.6) | | 35.4 | | — | | — | | 35.4 | |
Prime Buyer, L.L.C. | 15.9 | | (2.7) | | 13.2 | | — | | — | | 13.2 | |
Pritchard Industries, LLC and LJ Pritchard TopCo Holdings, LLC | 3.3 | | — | | 3.3 | | — | | — | | 3.3 | |
Professional Fighters League, LLC and PFL MMA, Inc. | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
ProfitSolv Purchaser, Inc. and PS Co-Invest, L.P. | 13.3 | | — | | 13.3 | | — | | — | | 13.3 | |
Project Essential Bidco, Inc. and Project Essential Super Parent, Inc. | 1.1 | | — | | 1.1 | | — | | — | | 1.1 | |
Project Potter Buyer, LLC and Project Potter Parent, L.P. | 5.5 | | (2.1) | | 3.4 | | — | | — | | 3.4 | |
Proofpoint, Inc. | 3.1 | | — | | 3.1 | | — | | — | | 3.1 | |
PS Operating Company LLC and PS Op Holdings LLC | 5.9 | | (4.5) | | 1.4 | | — | | — | | 1.4 | |
Pueblo Mechanical and Controls, LLC and OMERS PMC Investment Holdings LLC | 3.6 | | — | | 3.6 | | — | | — | | 3.6 | |
Pyramid Management Advisors, LLC and Pyramid Investors, LLC | 9.8 | | (9.8) | | — | | — | | — | | — | |
QF Holdings, Inc. | 2.3 | | — | | 2.3 | | — | | — | | 2.3 | |
Qnnect, LLC and Connector TopCo, LP | 2.8 | | — | | 2.8 | | — | | — | | 2.8 | |
Radius Aerospace, Inc. and Radius Aerospace Europe Limited | 2.8 | | (0.7) | | 2.1 | | — | | — | | 2.1 | |
Radwell Parent, LLC | 4.4 | | — | | 4.4 | | — | | — | | 4.4 | |
Raptor Technologies, LLC, Sycamore Bidco LTD and Rocket Parent, LLC | 4.4 | | — | | 4.4 | | — | | — | | 4.4 | |
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RB Holdings InterCo, LLC | 5.6 | | (1.8) | | 3.8 | | — | | — | | 3.8 | |
Reddy Ice LLC | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | |
Redwood Services, LLC and Redwood Services Holdco, LLC | 4.5 | | — | | 4.5 | | — | | — | | 4.5 | |
Reef Lifestyle, LLC | 37.7 | | (37.7) | | — | | — | | — | | — | |
Registrar Intermediate, LLC and PSP Registrar Co-Investment Fund, L.P. | 28.0 | | — | | 28.0 | | — | | — | | 28.0 | |
Relativity ODA LLC | 3.8 | | — | | 3.8 | | — | | — | | 3.8 | |
Repairify, Inc. and Repairify Holdings, LLC | 7.3 | | — | | 7.3 | | — | | — | | 7.3 | |
Revalize, Inc. | 0.9 | | — | | 0.9 | | — | | — | | 0.9 | |
Rialto Management Group, LLC | 1.3 | | (0.2) | | 1.1 | | — | | — | | 1.1 | |
Riser Merger Sub, Inc. | 2.8 | | — | | 2.8 | | — | | — | | 2.8 | |
Riverview Power LLC | 8.9 | | — | | 8.9 | | — | | — | | 8.9 | |
RMS HoldCo II, LLC & RMS Group Holdings, Inc. | 2.9 | | — | | 2.9 | | — | | — | | 2.9 | |
Rodeo AcquisitionCo LLC | 6.2 | | (1.3) | | 4.9 | | — | | — | | 4.9 | |
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(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments |
RSC Acquisition, Inc. and RSC Insurance Brokerage, Inc. | 0.6 | | — | | 0.6 | | — | | — | | 0.6 | |
RTI Surgical, Inc. and Pioneer Surgical Technology, Inc. | 15.9 | | (9.8) | | 6.1 | | — | | — | | 6.1 | |
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SageSure Holdings, LLC & Insight Catastrophe Group, LLC | 10.5 | | (5.9) | | 4.6 | | — | | — | | 4.6 | |
Schill Landscaping and Lawn Care Services LLC, Tender Lawn Care ULC and Landscape Parallel Partners, L.P. | 4.6 | | (0.2) | | 4.4 | | — | | — | | 4.4 | |
SCIH Salt Holdings Inc. | 7.5 | | (2.6) | | 4.9 | | — | | — | | 4.9 | |
SCM Insurance Services Inc. | 4.0 | | — | | 4.0 | | — | | — | | 4.0 | |
SFE Intermediate Holdco LLC | 15.2 | | (8.3) | | 6.9 | | — | | — | | 6.9 | |
Shermco Intermediate Holdings, Inc. | 4.0 | | (2.7) | | 1.3 | | — | | — | | 1.3 | |
Shock Doctor, Inc. and Shock Doctor Holdings, LLC | 2.5 | | — | | 2.5 | | — | | — | | 2.5 | |
Shur-Co Acquisition, Inc. and Shur-Co Holdco, Inc. | 5.0 | | (1.8) | | 3.2 | | — | | — | | 3.2 | |
SiroMed Physician Services, Inc. and SiroMed Equity Holdings, LLC | 7.1 | | — | | 7.1 | | — | | — | | 7.1 | |
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SM Wellness Holdings, Inc. and SM Holdco, Inc. | 3.8 | | — | | 3.8 | | — | | — | | 3.8 | |
Smarsh Inc. and Skywalker TopCo, LLC | 2.0 | | — | | 2.0 | | — | | — | | 2.0 | |
Spirit RR Holdings, Inc. and Winterfell Co-Invest SCSp | 1.7 | | — | | 1.7 | | — | | — | | 1.7 | |
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Star US Bidco LLC | 8.5 | | — | | 8.5 | | — | | — | | 8.5 | |
Sun Acquirer Corp. and Sun TopCo, LP | 21.6 | | (0.4) | | 21.2 | | — | | — | | 21.2 | |
Sundance Group Holdings, Inc. | 3.0 | | — | | 3.0 | | — | | — | | 3.0 | |
Sunk Rock Foundry Partners LP, Hatteras Electrical Manufacturing Holding Company and Sigma Electric Manufacturing Corporation, Diecast Beacon | 6.0 | | (0.6) | | 5.4 | | — | | — | | 5.4 | |
Sunrun Luna Holdco 2021, LLC | 75.0 | | (40.7) | | 34.3 | | — | | — | | 34.3 | |
SV-Burton Holdings, LLC and LBC Breeze Holdings LLC | 3.3 | | — | | 3.3 | | — | | — | | 3.3 | |
Symplr Software Inc. and Symplr Software Intermediate Holdings, Inc. | 7.0 | | (3.1) | | 3.9 | | — | | — | | 3.9 | |
Synergy HomeCare Franchising, LLC and NP/Synergy Holdings, LLC | 4.2 | | — | | 4.2 | | — | | — | | 4.2 | |
TA/WEG Holdings, LLC | 2.0 | | — | | 2.0 | | — | | — | | 2.0 | |
Tamarack Intermediate, L.L.C. and Tamarack Parent, L.L.C. | 7.5 | | (1.3) | | 6.2 | | — | | — | | 6.2 | |
Taymax Group, L.P., Taymax Group G.P., LLC, PF Salem Canada ULC and TCP Fit Parent, L.P. | 1.7 | | (0.8) | | 0.9 | | — | | — | | 0.9 | |
TCP Hawker Intermediate LLC | 0.3 | | (0.1) | | 0.2 | | — | | — | | 0.2 | |
TerSera Therapeutics LLC | 0.1 | | — | | 0.1 | | — | | — | | 0.1 | |
The Alaska Club Partners, LLC, Athletic Club Partners LLC and The Alaska Club, Inc. | 1.1 | | — | | 1.1 | | — | | — | | 1.1 | |
The Arcticom Group, LLC and AMCP Mechanical Holdings, LP | 12.6 | | (11.5) | | 1.1 | | — | | — | | 1.1 | |
The Mather Group, LLC, TVG-TMG Topco, Inc., and TVG-TMG Holdings, LLC | 1.7 | | (0.1) | | 1.6 | | — | | — | | 1.6 | |
The NPD Group, L.P., IRI Group Holdings, Inc., Information Resources, Inc. and IRI-NPD Co-Invest Aggregator, L.P. | 14.4 | | (1.8) | | 12.6 | | — | | — | | 12.6 | |
The Ultimus Group Midco, LLC, The Ultimus Group, LLC, and The Ultimus Group Aggregator, LP | 6.9 | | — | | 6.9 | | — | | — | | 6.9 | |
Thermostat Purchaser III, Inc. | 11.7 | | — | | 11.7 | | — | | — | | 11.7 | |
THG Acquisition, LLC | 18.2 | | — | | 18.2 | | — | | — | | 18.2 | |
TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc., Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P. | 19.0 | | — | | 19.0 | | — | | — | | 19.0 | |
Trader Corporation and Project Auto Finco Corp. | 3.6 | | — | | 3.6 | | — | | — | | 3.6 | |
Two Six Labs, LLC | 10.3 | | — | | 10.3 | | — | | — | | 10.3 | |
UKG Inc. and H&F Unite Partners, L.P. | 25.0 | | (10.8) | | 14.2 | | — | | — | | 14.2 | |
United Digestive MSO Parent, LLC | 18.4 | | — | | 18.4 | | — | | — | | 18.4 | |
US Salt Investors, LLC and Emerald Lake Pearl Acquisition-A, L.P. | 9.9 | | — | | 9.9 | | — | | — | | 9.9 | |
Verista, Inc. | 8.2 | | (1.1) | | 7.1 | | — | | — | | 7.1 | |
Verscend Holding Corp. | 22.5 | | — | | 22.5 | | — | | — | | 22.5 | |
VPP Intermediate Holdings, LLC and VPP Group Holdings, L.P. | 8.7 | | — | | 8.7 | | — | | — | | 8.7 | |
VRC Companies, LLC | 5.4 | | — | | 5.4 | | — | | — | | 5.4 | |
VS Buyer, LLC | 8.1 | | — | | 8.1 | | — | | — | | 8.1 | |
Watermill Express, LLC and Watermill Express Holdings, LLC | 0.7 | | — | | 0.7 | | — | | — | | 0.7 | |
Waverly Advisors, LLC | 0.2 | | — | | 0.2 | | — | | — | | 0.2 | |
WebPT, Inc. | 0.9 | | (0.3) | | 0.6 | | — | | — | | 0.6 | |
Wellness AcquisitionCo, Inc. | 3.9 | | — | | 3.9 | | — | | — | | 3.9 | |
Wildcat BuyerCo, Inc. and Wildcat Parent, LP | 4.1 | | (1.0) | | 3.1 | | — | | — | | 3.1 | |
WorkWave Intermediate II, LLC | 5.2 | | — | | 5.2 | | — | | — | | 5.2 | |
WSHP FC Acquisition LLC and WSHP FC Holdings LLC | 35.4 | | (9.6) | | 25.8 | | — | | — | | 25.8 | |
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(in millions) Portfolio Company | Total revolving and delayed draw loan commitments | Less: funded commitments | Total unfunded commitments | Less: commitments substantially at discretion of the Company | Less: unavailable commitments due to borrowing base or other covenant restrictions | Total net adjusted unfunded revolving and delayed draw commitments |
XIFIN, Inc. and ACP Charger Co-Invest LLC | 8.9 | | (0.2) | | 8.7 | | — | | — | | 8.7 | |
YE Brands Holdings, LLC | 2.2 | | (1.5) | | 0.7 | | — | | — | | 0.7 | |
ZB Holdco LLC & ZB Parent LLC | 21.5 | | (0.1) | | 21.4 | | — | | — | | 21.4 | |
ZenDesk, Inc., Zoro TopCo, Inc. and Zoro TopCo, LP | 16.8 | | — | | 16.8 | | — | | — | | 16.8 | |
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| $ | 2,915.8 | | $ | (526.2) | | $ | 2,389.6 | | $ | — | | $ | (13.0) | | $ | 2,376.6 | |
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(16)As of December 31, 2022, the Company was party to agreements to fund equity investments as follows:
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(in millions) Company | Total equity commitments | Less: funded equity commitments | Total unfunded equity commitments | Less: equity commitments substantially at the discretion of the Company | Total net adjusted unfunded equity commitments |
PCG-Ares Sidecar Investment, L.P. and PCG-Ares Sidecar Investment II, L.P. | $ | 50.0 | | $ | (12.5) | | $ | 37.5 | | $ | (37.5) | | $ | — | |
Athyrium Buffalo LP | 15.5 | | (7.6) | | 7.9 | | (7.9) | | — | |
European Capital UK SME Debt LP | 54.3 | | (49.1) | | 5.2 | | (5.2) | | — | |
| $ | 119.8 | | $ | (69.2) | | $ | 50.6 | | $ | (50.6) | | $ | — | |
(17)As of December 31, 2022, the Company had commitments to co-invest in the SDLP for its portion of the SDLP’s commitment to fund delayed draw loans of up to $68. See Note 4 to the consolidated financial statements for more information on the SDLP.
(18)Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 8 to the consolidated financial statements for more information regarding the fair value of the Company’s investments.
(19)As of December 31, 2022, the estimated net unrealized gain for federal tax purposes was $0.2 billion based on a tax cost basis of $22.0 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for federal income tax purposes was $1.2 billion and the estimated aggregate gross unrealized gain for federal income tax purposes was $1.0 billion.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(in millions, except per share data)
(unaudited)
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| Common Stock | | Capital in Excess of Par Value | | Accumulated Undistributed (Overdistributed) Earnings | | Total Stockholders’ Equity |
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Balance at December 31, 2021 | 468 | | | $ | — | | | $ | 8,553 | | | $ | 315 | | | $ | 8,868 | |
Issuances of common stock (net of offering and underwriting costs) | 25 | | | — | | | 510 | | | — | | | 510 | |
Shares issued in connection with dividend reinvestment plan | — | | | — | | | 12 | | | — | | | 12 | |
Net investment income | — | | | — | | | — | | | 198 | | | 198 | |
Net realized gains on investments, foreign currency, extinguishment of debt and other transactions | — | | | — | | | — | | | 10 | | | 10 | |
Net unrealized gains on investments, foreign currency and other transactions | — | | | — | | | — | | | 3 | | | 3 | |
Dividends declared and payable ($0.45 per share) | — | | | — | | | — | | | (220) | | | (220) | |
Cumulative effect of adjustment for the adoption of ASU 2020-06 (Note 2) | — | | | — | | | (4) | | | 2 | | | (2) | |
Balance at March 31, 2022 | 493 | | | $ | — | | | $ | 9,071 | | | $ | 308 | | | $ | 9,379 | |
Issuances of common stock (net of offering and underwriting costs) | 3 | | | — | | | 68 | | | — | | | 68 | |
Net investment income | — | | | — | | | — | | | 257 | | | 257 | |
Net realized losses on investments, foreign currency, extinguishment of debt and other transactions | — | | | — | | | — | | | (3) | | | (3) | |
Net unrealized losses on investments, foreign currency and other transactions | — | | | — | | | — | | | (143) | | | (143) | |
Dividends declared and payable ($0.45 per share) | — | | | — | | | — | | | (223) | | | (223) | |
Balance at June 30, 2022 | 496 | | | $ | — | | | $ | 9,139 | | | $ | 196 | | | $ | 9,335 | |
Issuances of common stock (net of offering and underwriting costs) | 12 | | | — | | | 231 | | | — | | | 231 | |
| | | | | | | | | |
Net investment income | — | | | — | | | — | | | 288 | | | 288 | |
| | | | | | | | | |
Net unrealized losses on investments, foreign currency and other transactions | — | | | — | | | — | | | (184) | | | (184) | |
Dividends declared and payable ($0.46 per share) | — | | | — | | | — | | | (234) | | | (234) | |
Balance at September 30, 2022 | 508 | | | $ | — | | | $ | 9,370 | | | $ | 66 | | | $ | 9,436 | |
Issuances of common stock (net of offering and underwriting costs) | 10 | | | 1 | | | 191 | | | — | | | 192 | |
Shares issued in connection with dividend reinvestment plan | 1 | | | — | | | 17 | | | — | | | 17 | |
Net investment income | — | | | — | | | — | | | 349 | | | 349 | |
Net realized gains on investments, foreign currency, extinguishment of debt and other transactions | — | | | — | | | — | | | 26 | | | 26 | |
Net unrealized losses on investments, foreign currency and other transactions | — | | | — | | | — | | | (201) | | | (201) | |
Dividends declared and payable ($0.51 per share) | — | | | — | | | — | | | (264) | | | (264) | |
Tax reclassification of stockholders’ equity in accordance with GAAP | — | | | — | | | (22) | | | 22 | | | — | |
Balance at December 31, 2022 | 519 | | | $ | 1 | | | $ | 9,556 | | | $ | (2) | | | $ | 9,555 | |
Issuances of common stock (net of offering and underwriting costs) | 26 | | | — | | | 477 | | | — | | | 477 | |
| | | | | | | | | |
Net investment income | — | | | — | | | — | | | 318 | | | 318 | |
Net realized losses on investments, foreign currency, extinguishment of debt and other transactions | — | | | — | | | — | | | (50) | | | (50) | |
Net unrealized gains on investments, foreign currency and other transactions | — | | | — | | | — | | | 10 | | | 10 | |
Dividends declared and payable ($0.48 per share) | — | | | — | | | — | | | (261) | | | (261) | |
Balance at March 31, 2023 | 545 | | | $ | 1 | | | $ | 10,033 | | | $ | 15 | | | $ | 10,049 | |
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(unaudited)
| | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
| 2023 | | 2022 | | |
OPERATING ACTIVITIES: | | | | | |
Net increase in stockholders’ equity resulting from operations | $ | 278 | | | $ | 211 | | | |
Adjustments to reconcile net increase in stockholders’ equity resulting from operations: | | | | | |
Net realized losses (gains) on investments, foreign currency and other transactions | 50 | | | (58) | | | |
Net unrealized gains on investments, foreign currency and other transactions | (10) | | | (3) | | | |
Realized loss on extinguishment of debt | — | | | 48 | | | |
Net accretion of discount on investments | (5) | | | (3) | | | |
PIK interest | (41) | | | (30) | | | |
Collections of PIK interest | 26 | | | 27 | | | |
PIK dividends | (51) | | | (41) | | | |
Collections of PIK dividends | — | | | 3 | | | |
Amortization of debt issuance costs | 7 | | | 7 | | | |
Net amortization of premium on notes payable | (1) | | | (1) | | | |
Proceeds from sales and repayments of investments and other transactions | 1,759 | | | 2,579 | | | |
Purchases of investments | (1,121) | | | (2,077) | | | |
Changes in operating assets and liabilities: | | | | | |
Interest receivable | (1) | | | 18 | | | |
| | | | | |
Other assets | (4) | | | 6 | | | |
Operating lease right-of-use asset | 2 | | | 2 | | | |
Base management fees payable | — | | | 4 | | | |
Income based fees payable | 76 | | | (16) | | | |
Capital gains incentive fees payable | (6) | | | (23) | | | |
Interest and facility fees payable | (21) | | | (32) | | | |
Payable to participants | (16) | | | (95) | | | |
Accounts payable and other liabilities | (46) | | | (41) | | | |
Operating lease liabilities | (3) | | | (4) | | | |
Net cash generated by operating activities | 872 | | | 481 | | | |
FINANCING ACTIVITIES: | | | | | |
Borrowings on debt | 1,014 | | | 1,752 | | | |
Repayments and repurchases of debt | (2,063) | | | (2,293) | | | |
Debt issuance costs | — | | | (14) | | | |
Net proceeds from issuance of common stock | 477 | | | 510 | | | |
Dividends paid | (261) | | | (208) | | | |
| | | | | |
Secured borrowings, net | 1 | | | — | | | |
Net cash used in financing activities | (832) | | | (253) | | | |
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 40 | | | 228 | | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 337 | | | 486 | | | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | 377 | | | $ | 714 | | | |
Supplemental Information: | | | | | |
Interest paid during the period | $ | 145 | | | $ | 110 | | | |
Taxes, including excise tax, paid during the period | $ | 28 | | | $ | 25 | | | |
Dividends declared and payable during the period | $ | 261 | | | $ | 220 | | | |
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2023
(in millions, except per share data, percentages and as otherwise indicated;
for example, with the word “billion” or otherwise)
(unaudited)
1. ORGANIZATION
Ares Capital Corporation (the “Company”) is a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”). The Company has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), and operates in a manner so as to qualify for the tax treatment applicable to RICs.
The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company invests primarily in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and second lien senior secured loans. In addition to senior secured loans, the Company also invests in subordinated loans (sometimes referred to as mezzanine debt), which in some cases includes an equity component, and preferred equity. To a lesser extent, the Company also makes common equity investments.
The Company is externally managed by Ares Capital Management LLC (“Ares Capital Management” or the Company’s “investment adviser”), a subsidiary of Ares Management Corporation (“Ares Management”), a publicly traded, leading global alternative investment manager, pursuant to an investment advisory and management agreement. Ares Operations LLC (“Ares Operations” or the Company’s “administrator”), a subsidiary of Ares Management, provides certain administrative and other services necessary for the Company to operate.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of the Company and its consolidated subsidiaries. The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) 946, Financial Services-Investment Companies. The consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition as of and for the periods presented. All significant intercompany balances and transactions have been eliminated.
Interim financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. 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 presented, 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, 2023.
The Company reclassified certain industry groupings of its portfolio companies presented in the accompanying consolidated financial statements as of December 31, 2022 to align with the recently updated Global Industry Classification Standards (“GICS”), where applicable. These reclassifications had no impact on the prior period’s consolidated balance sheet.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include funds from time to time deposited with financial institutions and short-term, liquid investments in a money market account. Cash and cash equivalents are carried at cost which approximates fair value. As of March 31, 2023 and December 31, 2022, there was $23 and $12, respectively, of cash denominated in foreign currencies included within “cash and cash equivalents” or “restricted cash” in the accompanying consolidated balance sheet.
Restricted cash primarily relates to cash received by the Company on behalf of participating lenders as a result of the Company’s role as administrative agent for certain loans. The cash received is generally distributed to participating lenders shortly after the receipt of such cash.
The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheet to the total amount shown at the end of the applicable period in the consolidated statement of cash flows:
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
Cash and cash equivalents | $ | 359 | | | $ | 303 | |
Restricted cash | 18 | | | 34 | |
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | $ | 377 | | | $ | 337 | |
Concentration of Credit Risk
The Company places its cash and cash equivalents with financial institutions and, at times, cash held in depository or money market accounts may exceed the Federal Deposit Insurance Corporation insured limits.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Effective October 1, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Company’s board of directors selected the Company’s investment adviser as the Company’s valuation designee to perform the fair value determinations for investments held by the Company without readily available market quotations.
Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Company’s investment adviser, as the valuation designee, looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available (i.e., substantially all of the Company’s investments) are valued at fair value as determined in good faith by the Company’s investment adviser, as the valuation designee, subject to the oversight of the Company’s board of directors, based on, among other things, the input of the Company’s independent third-party valuation firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12-month period (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. The valuation process is conducted at the end of each fiscal quarter by the Company’s investment adviser, and a portion of the Company’s investment portfolio at fair value is subject to review by an independent third-party valuation firm each quarter. In addition, the Company’s independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, the Company’s valuation process within the context of performing the Company’s integrated audit.
As part of the valuation process, the Company’s investment adviser may take into account the following types of factors, if relevant, in determining the fair value of the Company’s investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), 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, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets, which may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, the Company’s investment adviser considers the pricing indicated by the external event to corroborate the valuation.
Because there is not a readily available market value for most of the investments in the Company’s portfolio, substantially all of the Company’s portfolio investments are valued at fair value as determined in good faith by its investment
adviser, as the valuation designee, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s 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 the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.
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 unrealized gains or losses reflected in the valuations currently assigned.
The Company’s investment adviser, as the valuation designee, subject to the oversight of the Company’s board of directors undertakes a multi-step valuation process each quarter, as described below:
•The Company’s quarterly valuation process begins with a preliminary valuation being prepared by the investment professionals responsible for the portfolio investment in conjunction with the Company’s portfolio management and valuation team.
•Preliminary valuations are reviewed and discussed by the valuation committee of the Company’s investment adviser.
•The valuation committee of the Company’s investment adviser determines the fair value of each investment in the Company’s portfolio without a readily available market quotation in good faith based on, among other things, the input of the independent third-party valuation firms, where applicable.
See Note 8 for more information on the Company’s valuation process.
Interest Income Recognition
Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. To maintain the Company’s tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest.
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 in full. Accrued and unpaid 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 the Company’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value of the portfolio company) or is in the process of collection.
Dividend Income Recognition
Dividend income on preferred equity is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. To the extent a preferred equity contains PIK provisions, PIK dividends, computed at the contractual rate specified in each applicable agreement, are accrued and recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity.
Capital Structuring Service Fees and Other Income
In pursuit of the Company’s investment objective, the Company’s investment adviser seeks to provide assistance to its portfolio companies and in return the Company may receive fees for capital structuring services. These fees are fixed based on contractual terms, are generally only available to the Company as a result of the Company’s underlying investments, are normally paid at the closing of the investments, are generally non-recurring and non-refundable 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 include 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 contractual life of the loan.
Other income includes amendment fees that are fixed based on contractual terms and are generally non-recurring and
non-refundable and are recognized as revenue when earned upon closing of the related transaction. Other income also includes fees for management and consulting services, agency services, loan guarantees, commitments, and other services rendered by the Company to portfolio companies. Such fees are fixed based on contractual terms and are recognized as income as services are rendered.
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)Fair value of investment securities, other assets and liabilities—at the exchange rates prevailing at the end of the period.
(2)Purchases and sales of investment securities, income and expenses—at the exchange rates prevailing on the respective dates of such transactions, income or expenses.
Results of operations based on changes in foreign exchange rates are separately disclosed in the statement of operations, if any. Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Derivative Instruments
The Company does not utilize hedge accounting and as such values its derivatives at fair value with the unrealized gains or losses recorded in “net unrealized gains (losses) from foreign currency and other transactions” in the Company’s consolidated statement of operations.
Equity Offering Expenses
The Company’s offering costs are charged against the proceeds from equity offerings when proceeds are received.
Debt Issuance Costs
Debt issuance costs are amortized over the life of the related debt instrument using the straight line method or the effective yield method, depending on the type of debt instrument.
Secured Borrowings
The Company follows the guidance in ASC Topic 860, Transfers and Servicing (“ASC Topic 860”), when accounting for participations and other partial loan sales. Certain loan sales do not qualify for sale accounting under ASC Topic 860 because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment
to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest or which are not eligible for sale accounting remain as an investment on the consolidated balance sheet as required under GAAP and the proceeds are recorded as a secured borrowing. Secured borrowings are carried at fair value.
Leases
The Company is obligated under a number of operating leases pursuant to which it is leasing office facilities from third parties with remaining terms ranging from approximately one to four years. Such operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the accompanying consolidated balance sheets. The Company does not have any finance leases.
The ROU asset represents the Company’s right to use an underlying asset for the lease term and the operating lease liability represents the Company’s obligation to make lease payments arising from such lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the remaining lease term. The Company’s leases do not provide an implicit discount rate, and as such the Company uses its weighted average borrowing rate based on the information available at the commencement date in determining the present value of the remaining lease payments. Lease expense is recognized on a straight-line basis over the remaining lease term. The Company has elected as a practical expedient to treat non-lease components as part of the lease as these components are not significant when compared to the lease component.
Income Taxes
The Company has elected to be treated as a RIC under the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other requirements, meet certain source-of- income and asset diversification requirements and timely distribute to its stockholders at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal corporate-level income taxes.
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income 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 taxable income will be in excess of estimated dividend distributions for the current year from such income, the Company accrues excise tax, if any, on estimated excess taxable income as such taxable income is earned.
The Company may hold certain portfolio company investments through consolidated taxable subsidiaries. Such subsidiaries may be subject to U.S. federal and state corporate-level income taxes. These consolidated subsidiaries recognize deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between the tax basis of certain assets and liabilities and the reported amounts included in the accompanying consolidated balance sheet using the applicable statutory tax rates in effect for the year in which any such temporary differences are expected to reverse.
Dividends to Common Stockholders
Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the Company’s board of directors each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s board of directors authorizes, and the Company declares, a cash dividend, then the Company’s stockholders who have not “opted out” of the Company’s dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend. The Company may use newly issued shares to implement the dividend reinvestment plan or, if the Company is otherwise permitted under applicable law to purchase such shares, the Company may purchase shares in the open market in connection with the Company’s obligations under the dividend reinvestment plan.
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 estimates. Significant estimates include the valuation of investments.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848) (“ASU 2020-04”),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2020-01”), which expanded the scope of ASU 2020-04 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset of this guidance to December 31, 2024. The Company has concluded that this guidance will not have a material impact on its consolidated financial statements.
3. AGREEMENTS
Investment Advisory and Management Agreement
The Company is party to an investment advisory and management agreement (the “investment advisory and management agreement”), with its investment adviser, Ares Capital Management. Subject to the overall supervision of the Company’s board of directors and in accordance with the Investment Company Act, Ares Capital Management provides investment advisory and management services to the Company. For providing these services, Ares Capital Management receives fees from the Company consisting of a base management fee, a fee based on the Company’s net investment income (“income based fee”) and a fee based on the Company’s net capital gains (“capital gains incentive fee”). The investment advisory and management agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
Effective June 21, 2019, in connection with the Company’s board of directors’ approval of the modification of the asset coverage requirement applicable to senior securities from 200% to 150%, the investment advisory and management agreement was amended to reduce the Company’s annual base management fee rate from 1.5% to 1.0% on all assets financed using leverage over 1.0x debt to equity. For all assets financed using leverage up to 1.0x debt to equity, the annual base management fee rate remains at 1.5%. The base management fee is based on the average value of the Company’s 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 and is calculated by applying the applicable fee rate. The base management fee is payable quarterly in arrears. See Note 5 for additional information.
The income based fee is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income, as defined in the investment advisory and management agreement, 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 consulting fees or other fees that the Company receives 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 income based fee and capital gains incentive fee accrued under GAAP). Pre-incentive fee net investment income includes, in the case of investments with a deferred income feature (such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities), accrued income that the Company has not yet received in cash. The Company’s investment adviser is not under any obligation to reimburse the Company for any part of the income based fees it received that was based on accrued income that the Company never actually received.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses, unrealized capital appreciation, unrealized capital depreciation or income tax expense related to realized gains and losses. Because of the structure of the income based fee, it is possible that the Company may pay such fees in a quarter where the Company incurs a loss. For example, if the Company earns pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, the Company will pay the applicable income based fee even if the Company has incurred a loss in that quarter due to realized and/or unrealized capital losses.
Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any income based fees and capital gains incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 1.75% per quarter. If market credit spreads rise, the Company may be able to invest its funds in debt instruments that provide for a higher return, which may increase the Company’s pre-incentive fee net investment income and make it easier for the Company’s investment adviser to surpass the fixed hurdle rate and receive an income based fee based on such net investment income. To the extent the Company has retained pre-incentive fee net investment income that has been used to calculate the income based fee, it is also included in the amount of the Company’s total assets (other than cash and cash equivalents but including assets purchased with borrowed funds) used to calculate the base management fee.
The Company pays its investment adviser an income based fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:
•No income based fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate;
•100% of the Company’s 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 2.1875% in any calendar quarter. The Company refers to this portion of its pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.1875%) as the “catch-up” provision. The “catch-up” is meant to provide the Company’s 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 exceeded 2.1875% in any calendar quarter; and
•20% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter.
These calculations are adjusted for any share issuances or repurchases during the quarter.
The capital gains incentive fee is determined and payable in arrears as of the end of each calendar year (or, upon termination of the investment advisory and management agreement, as of the termination date) 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 (the date the Company completed its initial public offering). Realized capital gains and losses include gains and losses on investments and foreign currencies, gains and losses on extinguishment of debt and from other assets, as well as any income tax and other expenses related to cumulative aggregate realized gains and losses. If such amount is positive at the end of such year, then the capital gains incentive fee for such year is equal to 20% of such amount, less the aggregate amount of capital gains incentive fees paid in all prior years. If such amount is negative, then there is no capital gains incentive 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 incentive fee calculation date and (b) the accreted or amortized cost basis of such investment.
Notwithstanding the foregoing, if the Company is required by GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment by the Company (including, for example, as a result of the application of the asset acquisition method of accounting), then solely for the purposes of calculating the capital gains incentive fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1) (x) the actual amount paid by the Company for such investment plus (y) any amounts recorded in the Company’s financial statements as required by GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in the Company’s financial statements, including PIK interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in the Company’s financial statements as required by GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with GAAP) at the time of acquisition.
The base management fees, income based fees and capital gains incentive fees for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Base management fees | $ | 79 | | | $ | 73 | | | | | | | |
| | | | | | | | | |
Income based fees | $ | 76 | | | $ | 51 | | | | | | | |
Capital gains incentive fees(1) | $ | (6) | | | $ | 2 | | | | | | | |
________________________________________
(1)Calculated in accordance with GAAP as discussed below.
There was no capital gains incentive fee payable to the Company’s investment adviser as calculated under the investment advisory and management agreement for the three months ended March 31, 2023 and 2022. In addition, in accordance with GAAP, the Company had cumulatively accrued a capital gains incentive fee of $29 as of March 31, 2023. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory and management agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation, net of any expense associated with cumulative unrealized capital depreciation or appreciation. If such amount is positive at the end of a period, then GAAP requires the Company to record a capital gains incentive fee equal to 20% of such cumulative amount, less the aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under GAAP in all prior periods. As of March 31, 2023, the Company has paid capital gains incentive fees since inception totaling $133. The resulting accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. There can be no assurance that such unrealized capital appreciation will be realized in the future.
Cash payment of any income based fees and capital gains incentive fees otherwise earned by the Company’s investment adviser is deferred 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 the Company’s stockholders and (b) the change in net assets (defined as total assets less indebtedness and before taking into account any income based fees and capital gains incentive fees payable during the period) is less than 7.0% of the Company’s net assets (defined as total assets less indebtedness) at the beginning of such period. These calculations will be adjusted for any share issuances or repurchases. Any income based fees and capital gains incentive fees deferred for payment are carried over for payment in subsequent calculation periods to the extent such fees are payable under the terms of the investment advisory and management agreement. Pursuant to the terms under the investment advisory and management agreement, as of March 31, 2023, payment of $81 of the income based fees earned by the Company’s investment adviser for the fourth quarter of 2022 had been previously deferred. As of March 31, 2023, such deferred income based fees were payable under the terms of the investment advisory management agreement.
The services of all investment professionals and staff of the Company’s investment adviser, when and to the extent engaged in providing investment advisory and management services to the Company, and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Company’s investment adviser. Under the investment
advisory and management agreement, the Company bears all other costs and expenses of its operations and transactions, including, but not limited to, those relating to: organization; calculation of the Company’s net asset value (including, but not limited to, the cost and expenses of any independent third-party valuation firm); expenses incurred by the Company’s investment adviser payable to third parties, including agents, consultants or other advisers, in monitoring the Company’s financial and legal affairs and in monitoring the Company’s investments (including the cost of consultants hired to develop information technology systems designed to monitor the Company’s investments) and performing due diligence on the Company’s prospective portfolio companies; interest payable on indebtedness, if any, incurred to finance the Company’s investments (including payments to third party vendors for financial information services); offerings of the Company’s common stock and other securities; investment advisory and management fees; administration fees; fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments in portfolio companies, regardless of whether such transactions are ultimately consummated; transfer agent and custodial fees; registration fees; listing fees; taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents with the SEC; the costs of any reports, proxy statements or other notices to stockholders, including printing costs; to the extent the Company is covered by any joint insurance policies, the Company’s allocable portion of the insurance premiums for such policies; direct costs and expenses of administration, including auditor and legal costs; and all other expenses incurred by the Company or its administrator in connection with administering the Company’s business as described in more detail under “Administration Agreement” below.
Administration Agreement
The Company is party to an administration agreement (the “administration agreement”) with its administrator, Ares Operations. Pursuant to the administration agreement, Ares Operations furnishes the Company with office equipment and clerical, bookkeeping and record keeping services at the Company’s office facilities. Under the administration agreement, Ares Operations also performs, or oversees the performance of, the Company’s required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, being responsible for the financial records that the Company is required to maintain and preparing reports to its stockholders and reports filed with the SEC. In addition, Ares Operations assists the Company in determining and publishing its net asset value, assists the Company in providing managerial assistance to its portfolio companies, oversees the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to its stockholders, and generally oversees the payment of its expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the administration agreement are equal to an amount based upon its allocable portion of Ares Operations’ overhead and other expenses (including travel expenses) incurred by Ares Operations in performing its obligations under the administration agreement, including the Company’s allocable portion of the compensation, rent and other expenses of certain of its officers (including the Company’s chief compliance officer, chief financial officer, chief accounting officer, general counsel, secretary, treasurer and assistant treasurer) and their respective staffs. The administration agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
For the three months ended March 31, 2023 and 2022, the Company incurred $3 and $4, respectively, in administrative fees. As of March 31, 2023 and December 31, 2022, $3 and $2, respectively, in administrative fees were unpaid and included in “accounts payable and other liabilities” in the accompanying consolidated balance sheet.
4. INVESTMENTS
As of March 31, 2023 and December 31, 2022, investments consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
| Amortized Cost(1) | | Fair Value | | Amortized Cost(1) | | Fair Value |
First lien senior secured loans(2) | $ | 9,020 | | | $ | 8,689 | | | $ | 9,684 | | | $ | 9,373 | |
Second lien senior secured loans | 4,230 | | | 3,887 | | | 4,218 | | | 3,934 | |
Subordinated certificates of the SDLP(3) | 1,282 | | | 1,231 | | | 1,274 | | | 1,249 | |
Senior subordinated loans | 1,136 | | | 1,048 | | | 1,163 | | | 1,079 | |
| | | | | | | |
Preferred equity | 2,045 | | | 2,069 | | | 2,095 | | | 2,027 | |
Ivy Hill Asset Management, L.P.(4) | 2,139 | | | 2,295 | | | 2,048 | | | 2,201 | |
Other equity | 1,578 | | | 1,929 | | | 1,561 | | | 1,917 | |
Total | $ | 21,430 | | | $ | 21,148 | | | $ | 22,043 | | | $ | 21,780 | |
________________________________________
(1)The amortized cost represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest or dividends.
(2)First lien senior secured loans include certain loans that the Company classifies as “unitranche” loans. The total amortized cost and fair value of the loans that the Company classified as “unitranche” loans were $4,721 and $4,575 respectively, as of March 31, 2023, and $4,983 and $4,841, respectively, as of December 31, 2022.
(3)The proceeds from these certificates were applied to co-investments with Varagon and its clients to fund first lien senior secured loans to 22 and 22 different borrowers as of March 31, 2023 and December 31, 2022, respectively.
(4)Includes the Company’s subordinated loan and equity investments in IHAM, as applicable.
The Company uses GICS for classifying the industry groupings of its portfolio companies. The industrial and geographic compositions of the Company’s portfolio at fair value as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
Industry | | | |
Software and Services | 21.6 | % | | 21.9 | % |
Financial Services(1) | 13.8 | | | 13.3 | |
Health Care Services | 11.3 | | | 10.8 | |
Commercial and Professional Services | 9.8 | | | 9.5 | |
Investment Funds and Vehicles(2) | 6.1 | | | 6.0 | |
Insurance Services | 4.9 | | | 5.2 | |
Power Generation | 4.7 | | | 4.5 | |
Consumer Durables and Apparel | 3.8 | | | 3.7 | |
Consumer Services | 3.3 | | | 4.2 | |
Capital Goods | 2.9 | | | 3.6 | |
Media and Entertainment | 2.2 | | | 2.1 | |
Retailing and Distribution | 2.2 | | | 2.2 | |
Automobiles and Components | 2.2 | | | 2.1 | |
Food and Beverage | 2.1 | | | 2.0 | |
Energy | 2.0 | | | 2.0 | |
Other | 7.1 | | | 6.9 | |
Total | 100.0 | % | | 100.0 | % |
________________________________________
(1)Includes the Company’s investment in IHAM.
(2)Includes the Company’s investment in the SDLP, which had made first lien senior secured loans to 22 and 22 different borrowers as of March 31, 2023 and December 31, 2022, respectively. The portfolio companies in the SDLP are in industries similar to the companies in the Company’s portfolio.
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
Geographic Region | | | |
West(1) | 25.3 | % | | 24.5 | % |
Midwest | 23.8 | | | 23.9 | |
Southeast | 17.3 | | | 17.1 | |
Northeast(2) | 15.0 | | | 14.0 | |
Mid-Atlantic | 13.8 | | | 14.9 | |
International | 4.8 | | | 5.6 | |
Total | 100.0 | % | | 100.0 | % |
________________________________________
(1)Includes the Company’s investment in the SDLP, which represented 5.8% and 5.7% of the total investment portfolio at fair value as of March 31, 2023 and December 31, 2022, respectively.
(2)Includes the Company’s investment in IHAM, which represented 10.9% and 10.1% of the total investment portfolio at fair value as of March 31, 2023 and December 31, 2022, respectively.
As of March 31, 2023 and December 31, 2022, loans on non-accrual status represented 2.3% of the total investments at amortized cost (or 1.3% at fair value) and 1.7% at amortized cost (or 1.1% at fair value), respectively.
Senior Direct Lending Program
The Company has established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, primarily to U.S. middle-market companies. Varagon was formed in 2013 as a lending platform by American International Group, Inc. and other partners. The joint venture is called the SDLP. In July 2016, the Company and Varagon and its clients completed the initial funding of the SDLP. The SDLP may generally commit and hold individual loans of up to $450. The Company and other accounts managed by the Company’s investment adviser and its affiliates may directly co-invest with the SDLP to accommodate larger transactions. The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of the Company and Varagon (with approval from a representative of each required).
The Company provides capital to the SDLP in the form of subordinated certificates (the “SDLP Certificates”), and Varagon and its clients provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. As of March 31, 2023 and December 31, 2022, the Company and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.
As of March 31, 2023 and December 31, 2022, the Company and Varagon and its clients had agreed to make capital available to the SDLP of $6,150 and $6,150, respectively, in the aggregate, of which $1,444 and $1,444, respectively, is to be made available from the Company. The Company will continue to provide capital to the SDLP in the form of SDLP Certificates, and Varagon and its clients will provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. This capital will only be committed to the SDLP upon approval of transactions by the investment committee of the SDLP as discussed above. Below is a summary of the funded capital and unfunded capital commitments of the SDLP.
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
Total capital funded to the SDLP(1) | $ | 5,160 | | | $ | 5,127 | |
Total capital funded to the SDLP by the Company(1) | $ | 1,282 | | | $ | 1,274 | |
Total unfunded capital commitments to the SDLP(2) | $ | 217 | | | $ | 294 | |
Total unfunded capital commitments to the SDLP by the Company(2) | $ | 50 | | | $ | 68 | |
___________________________________________________________________________
(1)At principal amount.
(2)These commitments to fund delayed draw loans have been approved by the investment committee of the SDLP and will be funded if and when conditions to funding such delayed draw loans are met.
The SDLP Certificates pay a coupon equal to LIBOR plus 8.0% and also entitle the holders thereof to receive a portion of the excess cash flow from the loan portfolio, after expenses, which may result in a return to the holders of the SDLP Certificates that is greater than the stated coupon. The SDLP Certificates are junior in right of payment to the senior notes and intermediate funding notes.
The amortized cost and fair value of the SDLP Certificates held by the Company as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 | | |
| Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | |
Subordinated certificates of the SDLP | $ | 1,282 | | | $ | 1,231 | | | $ | 1,274 | | | $ | 1,249 | | | |
The Company’s yield on its investment in the SDLP Certificates at amortized cost and fair value as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2023 | | December 31, 2022 |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Yield on subordinated certificates of the SDLP | | 13.5 | % | | 14.1 | % | | 13.5 | % | | 13.8 | % |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The interest income from the Company’s investment in the SDLP Certificates and capital structuring service and other fees earned for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Interest income | $ | 43 | | | $ | 33 | | | | | | | |
Capital structuring service and other fees | $ | 1 | | | $ | 5 | | | | | | | |
As of March 31, 2023 and December 31, 2022, the SDLP’s portfolio was comprised entirely of first lien senior secured loans to U.S. middle-market companies and were in industries similar to the companies in the Company’s portfolio. As of March 31, 2023 and December 31, 2022, one of the loans was on non-accrual status. Below is a summary of the SDLP’s portfolio.
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
Total first lien senior secured loans(1)(2) | $ | 5,222 | | | $ | 5,174 | |
Largest loan to a single borrower(1) | $ | 374 | | | $ | 377 | |
Total of five largest loans to borrowers(1) | $ | 1,644 | | | $ | 1,631 | |
Number of borrowers in the SDLP | 22 | | | 22 | |
Commitments to fund delayed draw loans(3) | $ | 217 | | | $ | 294 | |
| | | |
___________________________________________________________________________
(1)At principal amount.
(2)First lien senior secured loans include certain loans that the SDLP classifies as “unitranche” loans. As of March 31, 2023 and December 31, 2022, the total principal amount of loans in the SDLP portfolio that the SDLP classified as “unitranche” loans was $4,154 and $4,108, respectively.
(3)As discussed above, these commitments have been approved by the investment committee of the SDLP.
Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of the SDLP, in conformity with GAAP, as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are presented below:
| | | | | | | | | | | | |
| As of | |
| March 31, 2023 | | December 31, 2022 | |
Selected Balance Sheet Information: | | | | |
Investments at fair value (amortized cost of $5,210 and $5,166, respectively) | $ | 4,932 | | | $ | 4,958 | | |
Other assets | 176 | | | 150 | | |
Total assets | $ | 5,108 | | | $ | 5,108 | | |
| | | | |
Senior notes | $ | 3,562 | | | $ | 3,538 | | |
Intermediate funding notes | 133 | | | 132 | | |
Other liabilities | 130 | | | 110 | | |
Total liabilities | 3,825 | | | 3,780 | | |
Subordinated certificates and members’ capital | 1,283 | | | 1,328 | | |
Total liabilities and members’ capital | $ | 5,108 | | | $ | 5,108 | | |
| | | | | | | | | | | |
| For the Three Months Ended March 31, |
| 2023 | | 2022 |
Selected Statement of Operations Information: | | | |
Total investment income | $ | 136 | | | $ | 72 | |
Interest expense | 69 | | | 24 | |
Other expenses | 6 | | | 5 | |
Total expenses | 75 | | | 29 | |
Net investment income | 61 | | | 43 | |
Net realized and unrealized losses on investments | (68) | | | (3) | |
Net (decrease) increase in members’ capital resulting from operations | $ | (7) | | | $ | 40 | |
Ivy Hill Asset Management, L.P.
Ivy Hill Asset Management, L.P. (“IHAM”), a wholly owned portfolio company of the Company, is an asset management services company and an SEC-registered investment adviser. As of March 31, 2023, IHAM had assets under management of approximately $13.5 billion. As of March 31, 2023, IHAM managed 22 vehicles and served as the sub-manager/sub-servicer for one other vehicle (these vehicles managed or sub-managed/sub-serviced by IHAM are referred to as the “IHAM Vehicles”). IHAM earns fee income from managing the IHAM Vehicles and has also invested in certain of these vehicles as part of its business strategy. The amortized cost of IHAM’s total investments as of March 31, 2023 and December 31, 2022 was $2,444 and $2,370, respectively. For the three months ended March 31, 2023 and 2022, IHAM had management and incentive fee income of $14 and $10, respectively. For the three months ended March 31, 2023 and 2022, IHAM also had other investment-related income of $61 and $34, respectively, which included net realized gains or losses on investments and other transactions.
The amortized cost and fair value of the Company’s investment in IHAM as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 | | |
| Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | |
Subordinated loan | $ | 438 | | | $ | 438 | | | $ | 500 | | | $ | 500 | | | |
Equity | 1,701 | | | 1,857 | | | 1,548 | | | 1,701 | | | |
Total Company’s investment in IHAM | $ | 2,139 | | | $ | 2,295 | | | $ | 2,048 | | | $ | 2,201 | | | |
The interest income and dividend income that the Company earned from IHAM for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Interest income | $ | 13 | | | $ | — | | | | | | | |
Dividend income | $ | 57 | | | $ | 43 | | | | | | | |
| | | | | | | | | |
From time to time, IHAM or certain IHAM Vehicles may purchase investments from, or sell investments to, the Company. For any such sales or purchases by the IHAM Vehicles to or from the Company, the IHAM Vehicle must obtain approval from third parties unaffiliated with the Company or IHAM, as applicable. During the three months ended March 31, 2023 and 2022, IHAM or certain of the IHAM Vehicles purchased $652 and $1,176, respectively, of loans from the Company. For the three months ended March 31, 2023 and 2022, the Company recognized $10 and $6, respectively, of net realized losses from these sales. During the three months ended March 31, 2023, the Company did not purchase investments from IHAM or the IHAM Vehicles. During the three months ended March 31, 2022, the Company purchased $27 of investments from certain IHAM Vehicles.
The yields at amortized cost and fair value of the Company’s investments in IHAM as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2023 | | December 31, 2022 |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Subordinated loan | | 11.6 | % | | 11.6 | % | | 11.0 | % | | 11.0 | % |
Equity(1) | | 13.4 | % | | 12.3 | % | | 14.2 | % | | 12.9 | % |
| | | | | | | | |
_______________________________________________________________________________
(1)Represents the yield on the Company’s equity investment in IHAM, which is computed as (a) the annualized amount of the dividend received by the Company related to the Company’s equity investment in IHAM during the most recent quarter end, divided by (b) the amortized cost or fair value of the Company’s equity investment in IHAM, as applicable.
IHAM is party to an administration agreement, referred to herein as the “IHAM administration agreement,” with Ares Operations. Pursuant to the IHAM administration agreement, Ares Operations provides IHAM with, among other things, office facilities, equipment, clerical, bookkeeping and record keeping services, services relating to the marketing and sale of interests in vehicles managed by IHAM, services of, and oversight of, custodians, depositories, accountants, attorneys, underwriters and such other persons in any other capacity deemed to be necessary. Under the IHAM administration agreement, IHAM reimburses Ares Operations for all of the actual costs associated with such services, including Ares Operations’ allocable portion of the compensation, rent and other expenses of its officers, employees and respective staff in performing its obligations under the IHAM administration agreement.
Selected Financial Information
Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of IHAM, in conformity with GAAP, as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are presented below.
In conformity with GAAP, IHAM is required to consolidate entities in which IHAM has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model, which include certain of the IHAM Vehicles (the “Consolidated IHAM Vehicles”). As such, for GAAP purposes only, IHAM consolidates (a) entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity and (b) entities that it concludes are variable interest entities in which IHAM has more than insignificant economic interest and power to direct the activities that most significantly impact the entities, and for which IHAM is deemed to be the primary beneficiary.
When IHAM consolidates an IHAM Vehicle for GAAP purposes only, IHAM reflects the assets, liabilities, revenues and expenses of the Consolidated IHAM Vehicles on a gross basis, including the economic interests held by third-party investors in the Consolidated IHAM Vehicles as debt obligations, subordinated notes or non-controlling interests, in the consolidated IHAM financials below. All of the revenues earned by IHAM as the investment manager of the IHAM Consolidated Vehicles are eliminated in GAAP consolidation. However, because the eliminated amounts are earned from and funded by third-party investors, the GAAP consolidation of an IHAM Vehicle does not impact the net income or loss
attributable to IHAM. As a result, the Company believes an assessment of IHAM's business and the impact to the Company’s investment in IHAM is best viewed on a stand-alone basis as reflected in the first column in the tables below.
| | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2023 |
| IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Balance Sheet Information: | | | | | | | |
Assets | | | | | | | |
| | | | | | | |
Investments at fair value(2) | $ | 2,426 | | | $ | 9,524 | | | $ | (2,401) | | | $ | 9,549 | |
Cash and cash equivalents | 9 | | | 579 | | | — | | | 588 | |
| | | | | | | |
Other assets | 64 | | | 98 | | | (59) | | | 103 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total assets | $ | 2,499 | | | $ | 10,201 | | | $ | (2,460) | | | $ | 10,240 | |
| | | | | | | |
Liabilities | | | | | | | |
| | | | | | | |
Debt | $ | 313 | | | $ | 7,267 | | | $ | — | | | $ | 7,580 | |
Subordinated note from ARCC | 438 | | | — | | | — | | | 438 | |
Subordinated notes(3) | — | | | 1,296 | | | (1,014) | | | 282 | |
| | | | | | | |
Other liabilities | 10 | | | 347 | | | (14) | | | 343 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total liabilities | 761 | | | 8,910 | | | (1,028) | | | 8,643 | |
Equity | | | | | | | |
Contributed capital | 1,701 | | | — | | | — | | | 1,701 | |
Accumulated earnings | 56 | | | — | | | — | | | 56 | |
Net unrealized losses on investments and foreign currency transactions | (19) | | | — | | | — | | | (19) | |
Non-controlling interests in Consolidated IHAM Vehicles(4) | — | | | 1,291 | | | (1,432) | | | (141) | |
| | | | | | | |
| | | | | | | |
Total equity | 1,738 | | | 1,291 | | | (1,432) | | | 1,597 | |
Total liabilities and equity | $ | 2,499 | | | $ | 10,201 | | | $ | (2,460) | | | $ | 10,240 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2022 |
| IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Balance Sheet Information: | | | | | | | |
Assets | | | | | | | |
| | | | | | | |
Investments at fair value(2) | $ | 2,340 | | | $ | 8,973 | | | $ | (2,315) | | | $ | 8,998 | |
Cash and cash equivalents | 5 | | | 499 | | | — | | | 504 | |
| | | | | | | |
Other assets | 56 | | | 94 | | | (51) | | | 99 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total assets | $ | 2,401 | | | $ | 9,566 | | | $ | (2,366) | | | $ | 9,601 | |
| | | | | | | |
Liabilities | | | | | | | |
| | | | | | | |
Debt | $ | 308 | | | $ | 6,968 | | | $ | — | | | $ | 7,276 | |
Subordinated note from ARCC | 500 | | | — | | | — | | | 500 | |
Subordinated notes(3) | — | | | 1,374 | | | (1,093) | | | 281 | |
| | | | | | | |
Other liabilities | 18 | | | 129 | | | (15) | | | 132 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total liabilities | 826 | | | 8,471 | | | (1,108) | | | 8,189 | |
Equity | | | | | | | |
Contributed capital | 1,547 | | | — | | | — | | | 1,547 | |
Accumulated earnings | 61 | | | — | | | — | | | 61 | |
Net unrealized losses on investments and foreign currency transactions | (33) | | | — | | | — | | | (33) | |
Non-controlling interests in Consolidated IHAM Vehicles(4) | — | | | 1,095 | | | (1,258) | | | (163) | |
| | | | | | | |
| | | | | | | |
Total equity | 1,575 | | | 1,095 | | | (1,258) | | | 1,412 | |
Total liabilities and equity | $ | 2,401 | | | $ | 9,566 | | | $ | (2,366) | | | $ | 9,601 | |
________________________________________
(1)Consolidated for GAAP purposes only.
(2)The determination of such fair value is determined in accordance with IHAM’s valuation procedures (separate and apart from the Company’s valuation process described elsewhere herein). The amortized cost of IHAM’s total investments as of March 31, 2023 and December 31, 2022 was $2,444 and $2,370, respectively. The amortized cost of the total investments of IHAM on a consolidated basis as of March 31, 2023 and December 31, 2022 was $9,839 and $9,306, respectively.
(3)Subordinated notes generally represent the most junior capital in certain of the Consolidated IHAM Vehicles and effectively represent equity in such vehicles.
(4)Non-controlling interests in Consolidated IHAM Vehicles includes net unrealized depreciation in the Consolidated IHAM Vehicles of $290 and $309 as of March 31, 2023 and December 31, 2022, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, 2023 |
| IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Statement of Operations Information: | | | | | | | |
Revenues | | | | | | | |
| | | | | | | |
Investment income | $ | 71 | | | $ | 255 | | | $ | (70) | | | $ | 256 | |
Management fees and other income | 14 | | | 1 | | | (13) | | | 2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total revenues | 85 | | | 256 | | | (83) | | | 258 | |
Expenses | | | | | | | |
| | | | | | | |
Interest expense | 19 | | | 129 | | | — | | | 148 | |
Distributions to subordinated notes | — | | | 32 | | | (24) | | | 8 | |
Management fees and other expenses | 4 | | | 18 | | | (13) | | | 9 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total expenses | 23 | | | 179 | | | (37) | | | 165 | |
Net operating income | 62 | | | 77 | | | (46) | | | 93 | |
| | | | | | | |
| | | | | | | |
Net realized losses on investments and other transactions | (10) | | | (17) | | | — | | | (27) | |
Net unrealized gains on investments and other transactions | 14 | | | 22 | | | (13) | | | 23 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total net realized and unrealized gains (losses) on investments and other transactions | 4 | | | 5 | | | (13) | | | (4) | |
Net income | 66 | | | 82 | | | (59) | | | 89 | |
| | | | | | | |
Less: Net income attributable to non-controlling interests in Consolidated IHAM Vehicles | — | | | 82 | | | (59) | | | 23 | |
Net income attributable to Ivy Hill Asset Management, L.P. | $ | 66 | | | $ | — | | | $ | — | | | $ | 66 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, 2022 |
| IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Statement of Operations Information: | | | | | | | |
Revenues | | | | | | | |
| | | | | | | |
Investment income | $ | 33 | | | $ | 97 | | | $ | (33) | | | $ | 97 | |
Management fees and other income | 10 | | | 1 | | | (9) | | | 2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total revenues | 43 | | | 98 | | | (42) | | | 99 | |
Expenses | | | | | | | |
| | | | | | | |
Interest expense | 1 | | | 29 | | | — | | | 30 | |
Distributions to subordinated notes | — | | | 31 | | | (23) | | | 8 | |
Management fees and other expenses | 4 | | | 13 | | | (9) | | | 8 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total expenses | 5 | | | 73 | | | (32) | | | 46 | |
Net operating income | 38 | | | 25 | | | (10) | | | 53 | |
| | | | | | | |
| | | | | | | |
Net realized gains on investments and other transactions | 1 | | | — | | | — | | | 1 | |
Net unrealized losses on investments and other transactions | (11) | | | (34) | | | 10 | | | (35) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total net realized and unrealized losses on investments and other transactions | (10) | | | (34) | | | 10 | | | (34) | |
Net income (loss) | 28 | | | (9) | | | — | | | 19 | |
Less: Net loss attributable to non-controlling interests in Consolidated IHAM Vehicles | — | | | (9) | | | — | | | (9) | |
Net income attributable to Ivy Hill Asset Management, L.P. | $ | 28 | | | $ | — | | | $ | — | | | $ | 28 | |
| | | | | | | |
________________________________________
(1)Consolidated for GAAP purposes only.
5. DEBT
In accordance with the Investment Company Act, the Company is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150% after such borrowing. The Company’s asset coverage requirement applicable to senior securities was reduced from 200% to 150% effective June 21, 2019. As of March 31, 2023, the aggregate principal amount outstanding of the senior securities issued by the Company was $11,196 and the Company’s asset coverage was 189%.
The Company’s outstanding debt as of March 31, 2023 and December 31, 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of | |
| March 31, 2023 | | December 31, 2022 | |
| Total Aggregate Principal Amount Committed/ Outstanding (1) | | Principal Amount Outstanding | | Carrying Value | | Total Aggregate Principal Amount Committed/ Outstanding (1) | | Principal Amount Outstanding | | Carrying Value | |
Revolving Credit Facility | $ | 4,843 | | (2) | $ | 1,872 | | | $ | 1,872 | | | $ | 4,843 | | (2) | $ | 2,246 | | | $ | 2,246 | | |
Revolving Funding Facility | 1,775 | | | 850 | | | 850 | | | 1,775 | | | 800 | | | 800 | | |
SMBC Funding Facility | 800 | | (3) | 401 | | | 401 | | | 800 | | (3) | 451 | | | 451 | | |
BNP Funding Facility | 500 | | | 320 | | | 320 | | | 300 | | | 245 | | | 245 | | |
| | | | | | | | | | | | |
2024 Convertible Notes | 403 | | | 403 | | | 400 | | (4) | 403 | | | 403 | | | 399 | | (4) |
2023 Notes | — | | | — | | | — | | | 750 | | | 750 | | | 750 | | (5) |
2024 Notes | 900 | | | 900 | | | 899 | | (6) | 900 | | | 900 | | | 898 | | (6) |
March 2025 Notes | 600 | | | 600 | | | 598 | | (7) | 600 | | | 600 | | | 597 | | (7) |
July 2025 Notes | 1,250 | | | 1,250 | | | 1,257 | | (8) | 1,250 | | | 1,250 | | | 1,258 | | (8) |
January 2026 Notes | 1,150 | | | 1,150 | | | 1,145 | | (9) | 1,150 | | | 1,150 | | | 1,144 | | (9) |
July 2026 Notes | 1,000 | | | 1,000 | | | 991 | | (10) | 1,000 | | | 1,000 | | | 991 | | (10) |
2027 Notes | 500 | | | 500 | | | 494 | | (11) | 500 | | | 500 | | | 494 | | (11) |
2028 Notes | 1,250 | | | 1,250 | | | 1,247 | | (12) | 1,250 | | | 1,250 | | | 1,247 | | (12) |
2031 Notes | 700 | | | 700 | | | 690 | | (13) | 700 | | | 700 | | | 690 | | (13) |
Total | $ | 15,671 | | | $ | 11,196 | | | $ | 11,164 | | | $ | 16,221 | | | $ | 12,245 | | | $ | 12,210 | | |
________________________________________
(1)Represents the total aggregate amount committed or outstanding, as applicable, under such instrument. Borrowings under the committed Revolving Credit Facility, Revolving Funding Facility, SMBC Funding Facility and BNP Funding Facility (each as defined below) are subject to borrowing base and other restrictions.
(2)Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility (as defined below) to a maximum of $7,265.
(3)Provides for a feature that allows ACJB (as defined below), under certain circumstances, to increase the size of the SMBC Funding Facility (as defined below) to a maximum of $1,000.
(4)Represents the aggregate principal amount outstanding of the 2024 Convertible Notes (as defined below). As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the unamortized discount for the 2024 Convertible Notes (as defined below) was $3 and $4, respectively.
(5)Represents the aggregate principal amount outstanding of the 2023 Notes (as defined below), less unamortized debt issuance costs and the unamortized discount recorded upon the issuance of the 2023 Notes. As of December 31, 2022, the total unamortized debt issuance costs and the unamortized discount was $0. In February 2023, the Company repaid in full the 2023 Notes (as defined below) upon their maturity.
(6)Represents the aggregate principal amount outstanding of the 2024 Notes (as defined below), less unamortized debt issuance costs and the net unamortized discount recorded upon the issuance of the 2024 Notes. As of March 31, 2023
and December 31, 2022, the total unamortized debt issuance costs and the net unamortized discount was $1 and $2, respectively.
(7)Represents the aggregate principal amount outstanding of the March 2025 Notes (as defined below), less unamortized debt issuance costs and the unamortized discount recorded upon the issuance of the March 2025 Notes. As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the unamortized discount was $2 and $3, respectively.
(8)Represents the aggregate principal amount outstanding of the July 2025 Notes (as defined below), less unamortized debt issuance costs and the net unaccreted premium recorded upon the issuance of the July 2025 Notes. As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the net unaccreted premium was $7 and $8, respectively.
(9)Represents the aggregate principal amount outstanding of the January 2026 Notes (as defined below), less unamortized debt issuance costs and the unamortized discount recorded upon the issuance of the January 2026 Notes. As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the unamortized discount was $5 and $6, respectively.
(10)Represents the aggregate principal amount outstanding of the July 2026 Notes (as defined below), less unamortized debt issuance costs and the unamortized discount recorded upon the issuance of the July 2026 Notes. As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the unamortized discount was $9 and $9, respectively.
(11)Represents the aggregate principal amount outstanding of the 2027 Notes (as defined below), less unamortized debt issuance costs and the net unamortized discount recorded upon the issuance of the 2027 Notes. As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the net unamortized discount was $6 and $6, respectively.
(12)Represents the aggregate principal amount outstanding of the 2028 Notes (as defined below), less unamortized debt issuance costs and the net unamortized discount recorded upon the issuance of the 2028 Notes. As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the net unamortized discount was $3 and $3, respectively.
(13)Represents the aggregate principal amount outstanding of the 2031 Notes (as defined below), less unamortized debt issuance costs and the unamortized discount recorded upon the issuance of the 2031 Notes. As of March 31, 2023 and December 31, 2022, the total unamortized debt issuance costs and the unamortized discount was $10 and $10, respectively.
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount outstanding, of all the Company’s outstanding debt as of March 31, 2023 were 4.4% and 3.5 years, respectively, and as of December 31, 2022 were 4.2% and 3.6 years, respectively.
Revolving Credit Facility
The Company is party to a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), that allows the Company to borrow up to $4,843 at any one time outstanding. The Revolving Credit Facility consists of a $1,087 term loan tranche and a $3,756 revolving tranche. For $1,009 of the term loan tranche, the stated maturity date is March 31, 2027. For $28 of the term loan tranche, the stated maturity date is March 31, 2026. For the remaining $50 of the term loan tranche, the stated maturity date is March 30, 2025. For $3,499 of the revolving tranche, the end of the revolving period and the stated maturity date are March 31, 2026 and March 31, 2027, respectively. For $107 of the revolving tranche, the end of the revolving period and the stated maturity date are March 31, 2025 and March 31, 2026, respectively. For the remaining $150 of the revolving tranche, the end of the revolving period and the stated maturity date are March 30, 2024 and March 30, 2025, respectively. The Revolving Credit Facility also provides for a feature that allows the Company, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of $7,265. The Revolving Credit Facility generally requires payments of interest at the end of each Secured Overnight Financing Rate (“SOFR”) interest period, but no less frequently than quarterly, on SOFR based loans, and monthly payments of interest on other loans. Subsequent to the end of the respective revolving periods and prior to the respective stated maturity dates, the Company is required to repay the relevant outstanding principal amounts under both the term loan tranche and revolving tranche on a monthly basis in an amount equal to 1/12th of the outstanding principal amount at the end of the respective revolving periods. See Note 14 for a subsequent event relating to the Revolving Credit Facility.
Under the Revolving Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, (e) maintaining a ratio of total assets (less total liabilities not representing indebtedness) to total indebtedness of the Company and its consolidated subsidiaries (subject to certain exceptions) of not less than 1.5:1.0, (f) limitations on pledging certain unencumbered assets, and (g) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. These covenants are subject to important limitations and exceptions that are described in the documents governing the Revolving Credit Facility. Amounts available to borrow under the Revolving Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant to the Revolving Credit Facility) that are pledged as collateral. As of March 31, 2023, the Company was in compliance in all material respects with the terms of the Revolving Credit Facility.
As of March 31, 2023 and December 31, 2022, there was $1,872 and $2,246 outstanding, respectively, under the Revolving Credit Facility. The Revolving Credit Facility also provides for a sub-limit for the issuance of letters of credit for up to an aggregate amount of $297.5 with the ability to increase by an incremental $102.5 on an uncommitted basis. As of March 31, 2023 and December 31, 2022, the Company had $93 and $86, respectively, in letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued. As of March 31, 2023, there was $2,878 available for borrowing (net of letters of credit issued) under the Revolving Credit Facility, subject to borrowing base restrictions.
Since March 31, 2022, the interest rate charged on the Revolving Credit Facility is based on SOFR plus a credit spread adjustment of 0.10% (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in Sterling, Canadian Dollars, Euros and certain other foreign currencies plus a spread adjustment, if applicable) and an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable spread of 0.75% or 0.875%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure and term loans outstanding under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. The Revolving Credit Facility allows for borrowings to be made using one, three or six month SOFR. Prior to March 31, 2022, the interest rate charged on the Revolving Credit Facility was based on LIBOR (or an alternate rate of interest for certain loans, commitments and/or other extensions of credit denominated in Sterling, Canadian Dollars, Euros and certain other foreign currencies) plus an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable spread of 0.75% or 0.875%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure and term loans outstanding under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of March 31, 2023, the one, three and six month SOFR was 4.81%, 4.91% and 4.90%, respectively. As of March 31, 2023, the applicable spread in effect was 1.75%. In addition to the stated interest expense on the
Revolving Credit Facility, the Company is required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility. The Company is also required to pay a letter of credit fee of either 2.00% or 2.125% per annum on letters of credit issued, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility.
The Revolving Credit Facility is secured by certain assets in the Company’s portfolio and excludes investments held by Ares Capital CP under the Revolving Funding Facility, those held by ACJB under the SMBC Funding Facility and those held by AFB under the BNP Funding Facility, each as described below, and certain other investments.
For the three months ended March 31, 2023 and 2022, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Revolving Credit Facility were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Stated interest expense | $ | 34 | | | $ | 6 | | | | | | | |
Credit facility fees | 3 | | | 2 | | | | | | | |
Amortization of debt issuance costs | 2 | | | 1 | | | | | | | |
Total interest and credit facility fees expense | $ | 39 | | | $ | 9 | | | | | | | |
Cash paid for interest expense | $ | 32 | | | $ | 9 | | | | | | | |
Average stated interest rate | 6.35 | % | | 2.36 | % | | | | | | |
Average outstanding balance | $ | 2,117 | | | $ | 1,078 | | | | | | | |
Revolving Funding Facility
The Company and the Company’s consolidated subsidiary, Ares Capital CP Funding LLC (“Ares Capital CP”), are party to a revolving funding facility (as amended, the “Revolving Funding Facility”), that allows Ares Capital CP to borrow up to $1,775 at any one time outstanding. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, Ares Capital CP. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are December 29, 2024 and December 29, 2026, respectively.
Amounts available to borrow under the Revolving Funding Facility are subject to a borrowing base that applies different advance rates to different types of assets held by Ares Capital CP. Ares Capital CP is also subject to limitations with respect to the loans securing the Revolving Funding Facility, including restrictions on sector concentrations, loan size, payment frequency and status, collateral interests and loans with fixed rates, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and Ares Capital CP are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Revolving Funding Facility. As of March 31, 2023, the Company and Ares Capital CP were in compliance in all material respects with the terms of the Revolving Funding Facility.
As of March 31, 2023 and December 31, 2022, there was $850 and $800 outstanding, respectively, under the Revolving Funding Facility. Since June 30, 2022, the interest rate charged on the Revolving Funding Facility is based on SOFR plus a credit spread adjustment of 0.10% or a “base rate” (as defined in the agreements governing the Revolving Funding Facility) plus an applicable spread of 1.90% per annum. From December 29, 2021 to June 29, 2022, the interest rate charged on the Revolving Funding Facility is based on one month LIBOR plus 1.90% per annum or a “base rate” (as defined in the agreements governing the Revolving Funding Facility) plus 1.00% per annum.
For the three months ended March 31, 2023 and 2022, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the Revolving Funding Facility were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Stated interest expense | $ | 13 | | | $ | 3 | | | | | | | |
Credit facility fees | 1 | | | 1 | | | | | | | |
Amortization of debt issuance costs | 1 | | | 1 | | | | | | | |
Total interest and credit facility fees expense | $ | 15 | | | $ | 5 | | | | | | | |
Cash paid for interest expense | $ | 12 | | | $ | 3 | | | | | | | |
Average stated interest rate | 6.46 | % | | 2.01 | % | | | | | | |
Average outstanding balance | $ | 812 | | | $ | 766 | | | | | | | |
SMBC Funding Facility
The Company and the Company’s consolidated subsidiary, Ares Capital JB Funding LLC (“ACJB”), are party to a revolving funding facility (as amended, the “SMBC Funding Facility”), with ACJB, as the borrower, and Sumitomo Mitsui Banking Corporation, as the administrative agent and collateral agent, that allows ACJB to borrow up to $800 at any one time outstanding. The SMBC Funding Facility also provides for a feature that allows ACJB, subject to receiving certain consents, to increase the overall size of the SMBC Funding Facility to $1,000. The SMBC Funding Facility is secured by all of the assets held by ACJB. The end of the reinvestment period and the stated maturity date for the SMBC Funding Facility are May 28, 2024 and May 28, 2026, respectively. The reinvestment period and the stated maturity date are both subject to two one-year extensions by mutual agreement.
Amounts available to borrow under the SMBC Funding Facility are subject to a borrowing base that applies an advance rate to assets held by ACJB. ACJB is also subject to limitations with respect to the loans securing the SMBC Funding Facility, including restrictions on sector concentrations, loan size, payment frequency and status, collateral interests and loans with fixed rates, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and ACJB are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the SMBC Funding Facility. As of March 31, 2023, the Company and ACJB were in compliance in all material respects with the terms of the SMBC Funding Facility.
As of March 31, 2023 and December 31, 2022, there was $401 and $451 outstanding, respectively, under the SMBC Funding Facility. The interest rate charged on the SMBC Funding Facility is based on an applicable spread of either 1.75% or 2.00% over one month LIBOR or 0.75% or 1.00% over a “base rate” (as defined in the agreements governing the SMBC Funding Facility), in each case, determined monthly based on the amount of the average borrowings outstanding under the SMBC Funding Facility. As of March 31, 2023, the applicable spread in effect was 1.75%. ACJB is required to pay a commitment fee of between 0.50% and 1.00% per annum depending on the size of the unused portion of the SMBC Funding Facility.
For the three months ended March 31, 2023 and 2022, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the SMBC Funding Facility were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Stated interest expense | $ | 7 | | | $ | 2 | | | | | | | |
Credit facility fees | 1 | | | — | | | | | | | |
Amortization of debt issuance costs | 1 | | | 1 | | | | | | | |
Total interest and credit facility fees expense | $ | 9 | | | $ | 3 | | | | | | | |
Cash paid for interest expense | $ | 7 | | | $ | 2 | | | | | | | |
Average stated interest rate | 6.27 | % | | 2.26 | % | | | | | | |
Average outstanding balance | $ | 427 | | | $ | 405 | | | | | | | |
BNP Funding Facility
The Company and the Company’s consolidated subsidiary, ARCC FB Funding LLC (“AFB”), are party to a revolving funding facility (as amended, the “BNP Funding Facility”) with AFB, as the borrower, and BNP Paribas, as the administrative agent and lender, that allows AFB to borrow up to $500 at any one time outstanding. The BNP Funding Facility is secured by all of the assets held by AFB. The end of the reinvestment period and the stated maturity date for the BNP Funding Facility are June 11, 2023 and June 11, 2025, respectively. The reinvestment period and the stated maturity date are both subject to a one-year extension by mutual agreement. See Note 14 for a subsequent event relating to the BNP Funding Facility.
Amounts available to borrow under the BNP Funding Facility are subject to a borrowing base that applies an advance rate to assets held by AFB. AFB is also subject to limitations with respect to the loans securing the BNP Funding Facility, including restrictions on sector concentrations, loan size, payment frequency and status, collateral interests and loans with fixed rates, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and AFB are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the BNP Funding Facility. As of March 31, 2023, the Company and AFB were in compliance in all material respects with the terms of the BNP Funding Facility.
As of March 31, 2023 and December 31, 2022, there was $320 and $245, respectively, outstanding under the BNP Funding Facility. Since January 9, 2023, the interest rate charged on the BNP Funding Facility was based on an applicable SOFR or a “base rate” plus a margin of (i) 2.30% during the reinvestment period and (ii) 2.80% following the reinvestment period. Prior to January 9, 2023, the interest rate charged on the BNP Funding Facility was based on three month LIBOR, or a “base rate” (as defined in the agreements governing the BNP Funding Facility) plus a margin of (i) 1.80% during the reinvestment period and (ii) 2.30% following the reinvestment period. As of March 31, 2023, the applicable spread in effect was 2.30%. AFB is required to pay a commitment fee of between 0.00% and 1.25% per annum depending on the size of the unused portion of the BNP Funding Facility. See Note 14 for a subsequent event relating to the BNP Funding Facility.
For the three months ended March 31, 2023 and 2022, the components of interest and credit facility fees expense, cash paid for interest expense, average stated interest rates (i.e., rate in effect plus the spread) and average outstanding balances for the BNP Funding Facility were as follows:
| | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | |
| | | | | | | |
Stated interest expense | $ | 5 | | | $ | — | | | | | |
Credit facility fees | — | | | — | | | | | |
Amortization of debt issuance costs | — | | | — | | | | | |
Total interest and credit facility fees expense | $ | 5 | | | $ | — | | | | | |
Cash paid for interest expense | $ | 5 | | | $ | — | | | | | |
Average stated interest rate | 6.80 | % | | 1.94 | % | | | | |
Average outstanding balance | $ | 314 | | | $ | 46 | | | | | |
Convertible Unsecured Notes
The Company has issued $403 in aggregate principal amount of unsecured convertible notes that mature on March 1, 2024 (the “2024 Convertible Notes”) unless previously converted or repurchased in accordance with its terms. The Company does not have the right to redeem the 2024 Convertible Notes prior to maturity. The 2024 Convertible Notes bear interest at a rate of 4.625% per annum, payable semi-annually.
In certain circumstances, assuming the conversion date below has not already passed, the 2024 Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of its common stock, at the Company’s election, at the conversion rate (listed below as of March 31, 2023) subject to customary anti-dilution adjustments and the requirements of the indenture (the “2024 Convertible Notes Indenture”). Prior to the close of business on the business day immediately preceding the conversion date (listed below), holders may convert their 2024 Convertible Notes only under certain circumstances set forth in the 2024 Convertible Notes Indenture. On or after the conversion date until the close of business on the second scheduled trading day immediately preceding the maturity date for the 2024 Convertible Notes, holders may convert their 2024 Convertible Notes at any time. In addition, if the Company engages in certain corporate events
as described in the 2024 Convertible Notes Indenture, holders of the 2024 Convertible Notes may require the Company to repurchase for cash all or part of the 2024 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2024 Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
Certain key terms related to the convertible features for the 2024 Convertible Notes as of March 31, 2023 are listed below.
| | | | | | | |
| | | 2024 Convertible Notes |
Conversion premium | | | 15.0 | % |
Closing stock price at issuance | | | $ | 17.29 | |
Closing stock price date | | | March 5, 2019 |
Conversion price (1) | | | $ | 19.62 | |
Conversion rate (shares per one thousand dollar principal amount)(1) | | | 50.9784 | |
Conversion date | | | December 1, 2023 |
________________________________________
(1)Represents conversion price and conversion rate, as applicable, as of March 31, 2023, taking into account any applicable de minimis adjustments that will be made on the conversion date.
As of March 31, 2023, the principal amount of the 2024 Convertible Notes exceeded the value of the underlying shares multiplied by the per share closing price of the Company’s common stock.
The 2024 Convertible Notes Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act, or any successor provisions, and to provide financial information to the holders of the 2024 Convertible Notes under certain circumstances. These covenants are subject to important limitations and exceptions that are described in the 2024 Convertible Notes Indenture. As of March 31, 2023, the Company was in compliance in all material respects with the terms of the 2024 Convertible Notes Indenture.
The 2024 Convertible Notes as well as any other convertible notes outstanding during the periods presented (collectively referred to as the “Convertible Unsecured Notes”) are accounted for in accordance with ASC 470-20, Debt. Upon conversion of the 2024 Convertible Notes, the Company intends to pay the outstanding principal amount in cash and to the extent that the conversion value exceeds the principal amount, the Company has the option to pay in cash or shares of the Company’s common stock (or a combination of cash and shares) in respect of the excess amount, subject to the requirements of the 2024 Convertible Notes Indenture. The Company has determined that the embedded conversion options in the 2024 Convertible Notes are not required to be separately accounted for as a derivative under GAAP.
In connection with the issuance of the 2024 Convertible Notes, the Company incurred debt issuance costs of $4. The 2024 Convertible Notes were issued at a discount. The Company records interest expense comprised of both stated interest expense as well as accretion of any original issue discount or debt issuance costs.
As of March 31, 2023, the components of the carrying value of the 2024 Convertible Notes, the stated interest rate and the effective interest rate were as follows:
| | | | | | | | | | |
| | | | 2024 Convertible Notes |
Principal amount of debt | | | | $ | 403 | |
Original issue discount, net of accretion | | | | — | |
Debt issuance costs, net of amortization | | | | (3) | |
Carrying value of debt | | | | $ | 400 | |
Stated interest rate | | | | 4.625 | % |
Effective interest rate(1) | | | | 5.10 | % |
________________________________________
(1)The effective interest rate of the 2024 Convertible Notes is equal to the stated interest rate plus the accretion of original issue discount and amortization of debt issuance costs.
For the three months ended March 31, 2023 and 2022, the components of interest expense and cash paid for interest expense for the 2024 Convertible Notes, as well as any other convertible notes outstanding during the periods presented were as follows.
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Stated interest expense | $ | 5 | | | $ | 6 | | | | | | | |
| | | | | | | | | |
Accretion of original issue discount | 1 | | | 1 | | | | | | | |
Total interest expense | $ | 6 | | | $ | 7 | | | | | | | |
Cash paid for interest expense | $ | 9 | | | $ | 17 | | | | | | | |
Unsecured Notes
The Company has issued certain unsecured notes (each issuance of which is referred to herein using the “defined term” set forth under the “Unsecured Notes” column of the table below and collectively referred to as the “Unsecured Notes”), that pay interest semi-annually and all principal amounts are due upon maturity. Each of the Unsecured Notes may be redeemed in whole or in part at any time at the Company’s option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indentures governing each of the Unsecured Notes, plus any accrued and unpaid interest. Certain key terms related to the features for the Unsecured Notes as of March 31, 2023 are listed below.
| | | | | | | | | | | | | | | | | | | | | | | |
Unsecured Notes | Aggregate Principal Amount Issued | | Interest Rate | | Original Issuance Date | | Maturity Date |
| | | | | | | |
2024 Notes | $ | 900 | | | 4.200% | | June 10, 2019 | | June 10, 2024 |
March 2025 Notes | $ | 600 | | | 4.250% | | January 11, 2018 | | March 1, 2025 |
July 2025 Notes | $ | 1,250 | | | 3.250% | | January 15, 2020 | | July 15, 2025 |
January 2026 Notes | $ | 1,150 | | | 3.875% | | July 15, 2020 | | January 15, 2026 |
July 2026 Notes | $ | 1,000 | | | 2.150% | | January 13, 2021 | | July 15, 2026 |
2027 Notes | $ | 500 | | | 2.875% | | January 13, 2022 | | June 15, 2027 |
2028 Notes | $ | 1,250 | | | 2.875% | | June 10, 2021 | | June 15, 2028 |
2031 Notes | $ | 700 | | | 3.200% | | November 4, 2021 | | November 15, 2031 |
In February 2023, the Company repaid in full the $750 in aggregate principal amount outstanding of unsecured notes (the “2023 Notes”) upon their maturity. The 2023 Notes bore interest at a rate of 3.500% per annum, payable semi-annually.
For the three months ended March 31, 2023 and 2022, the components of interest expense and cash paid for interest expense for the Unsecured Notes, as well as any other unsecured notes outstanding during the periods presented are listed below.
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Stated interest expense | $ | 64 | | | $ | 67 | | | | | | | |
Amortization of debt issuance costs | 3 | | | 4 | | | | | | | |
Net amortization of original issue premium/discount | (2) | | | (2) | | | | | | | |
| | | | | | | | | |
Total interest expense | $ | 65 | | | $ | 69 | | | | | | | |
Cash paid for interest expense | $ | 79 | | | $ | 79 | | | | | | | |
The Unsecured Notes contain certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act, or any successor provisions, and to provide financial information to the holders of such notes under certain circumstances. These covenants are subject to important limitations and exceptions set forth in the indentures governing such notes. As of March 31, 2023, the Company was in compliance in all material respects with the terms of the respective indentures governing each of the Unsecured Notes.
The 2024 Convertible Notes and the Unsecured Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the 2024 Convertible Notes and the Unsecured Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of its secured indebtedness (including existing unsecured
indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
6. DERIVATIVE INSTRUMENTS
The Company enters into forward currency contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. As of March 31, 2023, the counterparties to these forward currency contracts were Canadian Imperial Bank of Commerce and Royal Bank of Canada. As of December 31, 2022, the counterparty to these forward currency contracts were Royal Bank of Canada.
Certain information related to the Company’s derivative instruments as of March 31, 2023 and December 31, 2022 is presented below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2023 |
Derivative Instrument | Notional Amount | | Maturity Date | | Gross Amount of Recognized Assets | | Gross Amount of Recognized Liabilities | | Balance Sheet Location of Net Amounts |
| | | | | | | | | | |
Foreign currency forward contract | CAD | 292 | | | 4/28/2023 | | $ | 218 | | | $ | (216) | | | Other assets |
Foreign currency forward contract | CAD | 247 | | | 4/19/2023 | | 181 | | | (183) | | | Accounts payable and other liabilities |
Foreign currency forward contract | € | 219 | | | 4/28/2023 | | 240 | | | (238) | | | Other assets |
Foreign currency forward contract | £ | 128 | | | 4/28/2023 | | 159 | | | (158) | | | Other assets |
Foreign currency forward contract | $ | 114 | | | 4/28/2023 | | 156 | | | (155) | | | Other assets |
Foreign currency forward contract | NZD | 58 | | | 4/28/2023 | | 37 | | | (36) | | | Other assets |
Foreign currency forward contract | CAD | 4 | | | 4/28/2023 | | 3 | | | (3) | | | Accounts payable and other liabilities |
Foreign currency forward contract | CAD | 2 | | | 4/28/2023 | | 2 | | | (2) | | | Accounts payable and other liabilities |
Foreign currency forward contract | CAD | 1 | | | 4/28/2023 | | — | | | — | | | Accounts payable and other liabilities |
| | | | | | | | | | |
Total | | | | | | $ | 996 | | | $ | (991) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2022 |
Derivative Instrument | Notional Amount | | Maturity Date | | Gross Amount of Recognized Assets | | Gross Amount of Recognized Liabilities | | Balance Sheet Location of Net Amounts |
Foreign currency forward contract | CAD | 264 | | | 1/27/2023 | | $ | 195 | | | $ | (196) | | | Accounts payable and other liabilities |
Foreign currency forward contract | CAD | 242 | | | 1/18/2023 | | 178 | | | (179) | | | Accounts payable and other liabilities |
Foreign currency forward contract | € | 158 | | | 1/27/2023 | | 159 | | | (169) | | | Accounts payable and other liabilities |
Foreign currency forward contract | £ | 125 | | | 1/27/2023 | | 145 | | | (151) | | | Accounts payable and other liabilities |
Foreign currency forward contract | NZD | 59 | | | 1/27/2023 | | 34 | | | (37) | | | Accounts payable and other liabilities |
Foreign currency forward contract | CAD | 17 | | | 1/27/2023 | | 12 | | | (12) | | | Accounts payable and other liabilities |
Total | | | | | | $ | 723 | | | $ | (744) | | | |
Net realized gains (losses) on derivative instruments recognized by the Company for the three months ended March 31, 2023 and 2022 is in the following location in the consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | |
Derivative Instrument | Statement Location | 2023 | | 2022 | | | | | | |
| | | | | | | | | | |
Foreign currency forward contract | Net realized gains (losses) from foreign currency and other transactions | $ | (29) | | | $ | (4) | | | | | | | |
Total | | $ | (29) | | | $ | (4) | | | | | | | |
Net unrealized gains (losses) on derivative instruments recognized by the Company for the three months ended March 31, 2023 and 2022 is in the following location in the consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | |
Derivative Instrument | Statement Location | 2023 | | 2022 | | | | | | |
| | | | | | | | | | |
Foreign currency forward contract | Net unrealized gains (losses) from foreign currency and other transactions | $ | 26 | | | $ | 14 | | | | | | | |
Total | | $ | 26 | | | $ | 14 | | | | | | | |
7. COMMITMENTS AND CONTINGENCIES
Investment Commitments
The Company has various commitments to fund investments in its portfolio as described below. As of March 31, 2023 and December 31, 2022, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) the Company’s discretion:
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
Total revolving and delayed draw loan commitments | $ | 2,559 | | | $ | 2,916 | |
Less: funded commitments | (609) | | | (526) | |
Total unfunded commitments | 1,950 | | | 2,390 | |
Less: commitments substantially at discretion of the Company | — | | | — | |
Less: unavailable commitments due to borrowing base or other covenant restrictions | (16) | | | (13) | |
Total net adjusted unfunded revolving and delayed draw loan commitments | $ | 1,934 | | | $ | 2,377 | |
Included within the total revolving and delayed draw loan commitments as of March 31, 2023 and December 31, 2022 were delayed draw loan commitments totaling $908 and $1,229, respectively. The Company’s commitment to fund delayed draw loans is generally triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels).
Also included within the total revolving loan commitments as of March 31, 2023 were commitments to issue up to $351 in letters of credit through a financial intermediary on behalf of certain portfolio companies. As of March 31, 2023, the Company had $49 in letters of credit issued and outstanding under these commitments on behalf of the portfolio companies. For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. Of these letters of credit, $42 expire in 2023 and $7 expire in 2024.
The Company also has commitments to co-invest in the SDLP for the Company’s portion of the SDLP’s commitments to fund delayed draw loans to certain portfolio companies of the SDLP. See Note 4 for more information.
As of March 31, 2023 and December 31, 2022, the Company was party to agreements to fund equity investment commitments as follows:
| | | | | | | | | | | | | |
| As of | | |
| March 31, 2023 | | December 31, 2022 | | |
Total equity commitments | $ | 168 | | | $ | 120 | | | |
Less: funded equity commitments | (63) | | | (69) | | | |
Total unfunded equity commitments | 105 | | | 51 | | | |
Less: equity commitments substantially at discretion of the Company | (51) | | | (51) | | | |
Total net adjusted unfunded equity commitments | $ | 54 | | | $ | — | | | |
In the ordinary course of business, the Company may sell certain of its investments to third party purchasers. In particular, in connection with the sale of certain controlled portfolio company equity investments (as well as certain other sales) the Company has, and may continue to do so in the future, agreed to indemnify such purchasers for future liabilities arising from the investments and the related sale transaction. Such indemnification provisions have given rise to liabilities in the past and may do so in the future.
In addition, in the ordinary course of business, the Company may guarantee certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable.
Lease Commitments
The Company is obligated under a number of operating leases pursuant to which it is leasing office facilities from third parties with remaining terms ranging from approximately one to four years. For certain of its operating leases, the Company had previously entered into subleases. The components of operating lease expense for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
Operating lease costs | $ | 2 | | | $ | 2 | | | | | | | |
Less: sublease income | (2) | | | (2) | | | | | | | |
Total operating lease costs (1) | $ | — | | | $ | — | | | | | | | |
________________________________________
(1)Total operating lease costs are incurred from office leases assumed as part of the Company’s acquisition of American Capital, Ltd.
Supplemental cash flow information related to operating leases for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ | 4 | | | $ | 4 | | | | | |
Operating ROU assets obtained in exchange for operating lease liabilities | $ | 2 | | | $ | 2 | | | | | |
Supplemental balance sheet information as of March 31, 2023 and December 31, 2022 related to operating leases were as follows:
| | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 |
Operating lease ROU assets | $ | 18 | | | $ | 20 | |
Operating lease liabilities | $ | 28 | | | $ | 31 | |
Weighted average remaining lease term (in years) | 2.9 | | 3.1 |
Weighted average discount rate | 4.4 | % | | 4.2 | % |
The following table shows future minimum lease payments under the Company’s operating leases and a reconciliation to the operating lease liability as of March 31, 2023:
| | | | | | | | |
| | Amount |
2023 | | $ | 12 | |
2024 | | 6 | |
2025 | | 6 | |
2026 | | 6 | |
| | |
Total lease payments | | 30 | |
Less imputed interest | | (2) | |
Total operating lease liabilities | | $ | 28 | |
The following table shows future expected rental payments to be received under the Company’s subleases where the Company is the sublessor as of March 31, 2023:
| | | | | | | | |
| | Amount |
2023 | | $ | 7 | |
2024 | | 4 | |
2025 | | 4 | |
2026 | | 4 | |
| | |
Total | | $ | 19 | |
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows ASC 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASC 825-10”), which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and a better understanding of the effect of the company’s choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. The Company has not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled “other assets” and “debt,” which are reported at amortized cost, the carrying value of all other assets and liabilities approximate fair value.
The Company also follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Company to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, the Company has considered its principal market as the market in which the Company exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:
•Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
•Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In addition to using the above inputs in investment valuations, the Company continues to employ the net asset valuation policy approved by the Company’s board of directors that is consistent with ASC 820-10 (see Note 2 for more information). Consistent with the Company’s valuation policy, the Company’s investment adviser evaluates the source of inputs, including any markets in which the Company’s investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. The Company’s valuation policy considers the fact that because there is not a readily available market value for most of the investments in the Company’s portfolio, the fair value of the investments must typically be determined using unobservable inputs.
The Company’s portfolio investments (other than as described below in the following paragraph) are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. Enterprise value means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA (generally defined as net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. The Company’s investment adviser may also employ other valuation multiples to determine EV, such as revenues or, in the case of certain portfolio companies in the power generation industry, kilowatt capacity. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where the Company has control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where the Company does not own a controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, the Company’s investment adviser considers the current contractual interest rate, the maturity and other terms of the investment relative to risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by the Company are substantially illiquid with no active transaction market, the Company’s investment adviser depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.
For other portfolio investments such as investments in the SDLP Certificates and IHAM, discounted cash flow analysis is the primary technique utilized to determine fair value. Expected future cash flows associated with the investment are discounted to determine a present value using a discount rate that reflects estimated market return requirements.
The following table presents fair value measurements of cash and cash equivalents, restricted cash, investments, derivatives and unfunded revolving and delayed draw loan commitments as of March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements Using |
| Total | | Level 1 | | Level 2 | | Level 3 |
Cash and cash equivalents | $ | 359 | | | $ | 359 | | | $ | — | | | $ | — | |
Restricted cash | $ | 18 | | | $ | 18 | | | $ | — | | | $ | — | |
Investments not measured at net asset value | $ | 21,143 | | | $ | 46 | | | $ | 414 | | | $ | 20,683 | |
Investments measured at net asset value(1) | 5 | | | | | | | |
Total investments | $ | 21,148 | | | | | | | |
Derivatives | $ | 5 | | | $ | — | | | $ | 5 | | | $ | — | |
Unfunded revolving and delayed draw loan commitments(2) | $ | (50) | | | $ | — | | | $ | — | | | $ | (50) | |
________________________________________
(1)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
(2)The fair value of unfunded revolving and delayed draw loan commitments is included in “accounts payable and other liabilities” in the accompanying consolidated balance sheet.
The following table presents fair value measurements of cash and cash equivalents, restricted cash, investments, derivatives and unfunded revolving and delayed draw loan commitments as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements Using |
| Total | | Level 1 | | Level 2 | | Level 3 |
Cash and cash equivalents | $ | 303 | | | $ | 303 | | | $ | — | | | $ | — | |
Restricted cash | $ | 34 | | | $ | 34 | | | $ | — | | | $ | — | |
Investments not measured at net asset value | $ | 21,775 | | | $ | 54 | | | $ | 360 | | | $ | 21,361 | |
Investments measured at net asset value (1) | 5 | | | | | | | |
Total investments | $ | 21,780 | | | | | | | |
Derivatives | $ | (21) | | | $ | — | | | $ | (21) | | | $ | — | |
Unfunded revolving and delayed draw loan commitments(2) | $ | (57) | | | $ | — | | | $ | — | | | $ | (57) | |
________________________________________
(1)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
(2)The fair value of unfunded revolving and delayed draw loan commitments is included in “accounts payable and other liabilities” in the accompanying consolidated balance sheet.
The following tables summarize the significant unobservable inputs the Company’s investment adviser used to value the majority of the Company’s investments categorized within Level 3 as of March 31, 2023 and December 31, 2022. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.
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| | As of March 31, 2023 | |
| | | | | | Unobservable Input | |
Asset Category | | Fair Value | | Primary Valuation Techniques | | Input | | Estimated Range | | Weighted Average(1) | |
First lien senior secured loans | | $ | 8,368 | | | Yield analysis | | Market yield | | 3.7% - 29.5% | | 12.6% | |
Second lien senior secured loans | | 3,802 | | | Yield analysis | | Market yield | | 11.4% - 42.9% | | 15.2% | |
Subordinated certificates of the SDLP | | 1,231 | | | Discounted cash flow analysis | | Discount rate | | 12.8% - 15.0% | | 13.5% | |
Senior subordinated loans | | 1,040 | | | Yield analysis | | Market yield | | 9.5% - 17.6% | | 14.1% | |
Preferred equity | | 2,069 | | | EV market multiple analysis | | EBITDA multiple | | 2.5x - 40.0x | | 16.0x | |
Ivy Hill Asset Management, L.P.(2) | | 2,295 | | | Discounted cash flow analysis | | Discount rate | | 13.1% - 20.6% | | 14.8% | |
Other equity | | 1,878 | | | EV market multiple analysis | | EBITDA multiple | | 2.4% - 51.9x | | 17.4x | |
Total investments | | $ | 20,683 | | | | | | | | | | |
________________________________________
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Includes the Company’s subordinated loan and equity investments in IHAM, as applicable.
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| | As of December 31, 2022 | |
| | | | | | Unobservable Input | |
Asset Category | | Fair Value | | Primary Valuation Techniques | | Input | | Estimated Range | | Weighted Average(1) | |
First lien senior secured loans | | $ | 9,165 | | | Yield analysis | | Market yield | | 7.6% - 26.1% | | 12.3% | |
Second lien senior secured loans | | 3,841 | | | Yield analysis | | Market yield | | 11.0% - 32.4% | | 14.9% | |
Subordinated certificates of the SDLP | | 1,249 | | | Discounted cash flow analysis | | Discount rate | | 12.4% - 14.8% | | 13.5% | |
Senior subordinated loans | | 1,021 | | | Yield analysis | | Market yield | | 8.0% - 16.3% | | 12.9% | |
Preferred equity | | 2,023 | | | EV market multiple analysis | | EBITDA multiple | | 2.6x - 40.6x | | 15.7x | |
Ivy Hill Asset Management, L.P.(2) | | 2,201 | | | Discounted cash flow analysis | | Discount rate | | 12.9% - 25.7% | | 14.2% | |
Other equity | | 1,861 | | | EV market multiple analysis | | EBITDA multiple | | 2.1x - 52.1x | | 15.6x | |
Total investments | | $ | 21,361 | | | | | | | | | | |
________________________________________
(1)Unobservable inputs were weighted by the relative fair value of the investments.
(2)Includes the Company’s subordinated loan and equity investments in IHAM, as applicable.
Changes in market yields, discount rates or EBITDA multiples, each in isolation, may change the fair value of certain of the Company’s investments. Generally, an increase in market yields or discount rates or a decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s 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 the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it.
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 unrealized gains or losses reflected in the valuations currently assigned.
The following table presents changes in investments that use Level 3 inputs as of and for the three months ended March 31, 2023:
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| As of and For the Three Months Ended March 31, 2023 |
Balance as of December 31, 2022 | $ | 21,361 | |
Net realized losses | (20) | |
Net unrealized losses | (11) | |
Purchases | 1,072 | |
Sales | (697) | |
Repayments | (1,063) | |
PIK interest and dividends | 81 | |
Net accretion of discount on securities | 4 | |
Net transfers in and/or out of Level 3 | (44) | |
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Balance as of March 31, 2023 | $ | 20,683 | |
Investments were transferred into and out of Level 3 during the three months ended March 31, 2023. Transfers into and out of Level 3 were generally as a result of changes in the observability of significant inputs or available market data for certain portfolio companies.
As of March 31, 2023, the net unrealized depreciation on the investments that use Level 3 inputs was $212.
For the three months ended March 31, 2023, the total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to the Company’s Level 3 assets still held as of March 31, 2023, and reported within the net unrealized gains (losses) on investments, foreign currency and other transactions in the Company’s consolidated statement of operations was $59.
The following table presents changes in investments that use Level 3 inputs as of and for the three months ended March 31, 2022:
| | | | | |
| As of and For the Three Months Ended March 31, 2022 |
Balance as of December 31, 2021 | $ | 19,908 | |
Net realized gains | 69 | |
Net unrealized losses | (7) | |
Purchases | 1,854 | |
Sales | (1,547) | |
Repayments | (972) | |
PIK interest and dividends | 67 | |
Net accretion of discount on securities | 3 | |
Net transfers in and/or out of Level 3 | — | |
Balance as of March 31, 2022 | $ | 19,375 | |
As of March 31, 2022, the net unrealized appreciation on the investments that use Level 3 inputs was $158.
For the three months ended March 31, 2022, the total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to the Company’s Level 3 assets still held as of March 31, 2022, and reported within the net unrealized gains (losses) on investments, foreign currency and other transactions in the Company’s consolidated statement of operations was $39.
The following are the carrying and fair values of the Company’s debt obligations as of March 31, 2023 and December 31, 2022. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available.
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| As of |
| March 31, 2023 | | December 31, 2022 |
| Carrying value(1) | | Fair value(4) | | Carrying value(1) | | Fair value(4) |
Revolving Credit Facility | $ | 1,872 | | | $ | 1,872 | | | $ | 2,246 | | | $ | 2,246 | |
Revolving Funding Facility | 850 | | | 850 | | | 800 | | | 800 | |
SMBC Funding Facility | 401 | | | 401 | | | 451 | | | 451 | |
BNP Funding Facility | 320 | | | 320 | | | 245 | | | 245 | |
2024 Convertible Notes (principal amount outstanding of $403) | 400 | | (2) | 400 | | | 399 | | (2) | 428 | |
2023 Notes (principal amount outstanding of $0 and $750, respectively) | — | | | — | | | 750 | | (2) | 749 | |
2024 Notes (principal amount outstanding of $900) | 899 | | (2) | 873 | | | 898 | | (2) | 873 | |
March 2025 Notes (principal amount outstanding of $600) | 598 | | (2) | 569 | | | 597 | | (2) | 570 | |
July 2025 Notes (principal amount outstanding of $1,250) | 1,257 | | (2) | 1,150 | | | 1,258 | | (2) | 1,157 | |
January 2026 Notes (principal amount outstanding of $1,150) | 1,145 | | (2) | 1,061 | | | 1,144 | | (2) | 1,059 | |
July 2026 Notes (principal amount outstanding of $1,000) | 991 | | (2) | 866 | | | 991 | | (2) | 850 | |
2027 Notes (principal amount outstanding of $500) | 494 | | (2) | 432 | | | 494 | | (2) | 427 | |
2028 Notes (principal amount outstanding of $1,250) | 1,247 | | (2) | 1,035 | | | 1,247 | | (2) | 1,007 | |
2031 Notes (principal amount outstanding of $700) | 690 | | (2) | 536 | | | 690 | | (2) | 516 | |
Total | $ | 11,164 | | (3) | $ | 10,365 | | | $ | 12,210 | | (3) | $ | 11,378 | |
________________________________________
(1)The Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility carrying values are the same as the principal amounts outstanding.
(2)Represents the aggregate principal amount outstanding, less unamortized debt issuance costs and the net unaccreted/amortized discount or premium recorded upon issuance.
(3)Total principal amount of debt outstanding totaled $11,196 and $12,245 as of March 31, 2023 and December 31, 2022, respectively.
(4)The fair value of these debt obligations would be categorized as Level 2 under ASC 820-10.
9. STOCKHOLDERS’ EQUITY
The Company may from time to time issue and sell shares of its common stock through public or “at the market” offerings. In connection with the issuance of its common stock, the Company issued and sold the following shares of common stock during the three months ended March 31, 2023:
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Issuances of Common Stock | Number of Shares Issued | | Gross Proceeds | | Underwriting Fees/Offering Expenses | | Net Proceeds | | Average Offering Price Per Share(1) | |
Public offerings | 12.1 | | $ | 236.8 | | | $ | 13.4 | | | $ | 223.4 | | | $ | 19.61 | | (2) |
“At the market” offerings | 13.2 | | 257.3 | | | 3.7 | | | 253.6 | | | $ | 19.48 | | |
Total | 25.3 | | $ | 494.1 | | | $ | 17.1 | | | $ | 477.0 | | | | |
________________________________________
(1) Represents the gross offering price per share before deducting underwriting discounts and commissions and offering expenses.
(2) 12.1 of the shares were sold to the underwriters for a price of $18.53 per share which the underwriters were then permitted to sell at variable prices to the public.
“At the Market” Offerings
The Company is party to equity distribution agreements with several banks (the “Equity Distribution Agreements”). The Equity Distribution Agreements provide that the Company may from time to time issue and sell, by means of “at the market” offerings, up to $500 shares of its common stock. Subject to the terms and conditions of the Equity Distribution Agreements, sales of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Equity Distribution Agreements, common stock with an aggregate offering amount of $137 remained available for issuance as of March 31, 2023.
See Note 11 for information regarding shares of common stock issued or purchased in accordance with the Company’s dividend reinvestment plan.
Stock Repurchase Program
The Company is authorized under its stock repurchase program to purchase up to $500 in the aggregate of its outstanding common stock in the open market at certain thresholds below its net asset value per share, in accordance with the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its sole discretion, based upon an evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. The stock repurchase program does not require the Company to repurchase any specific number of shares of common stock or any shares of common stock at all. Consequently, the Company cannot assure stockholders that any specific number of shares of common stock, if any, will be repurchased under the stock repurchase program. As of March 31, 2023, the expiration date of the stock repurchase program is February 15, 2024. The program may be suspended, extended, modified or discontinued at any time. As of March 31, 2023, there was $500 available for repurchases under the stock repurchase program. See Note 14 for a subsequent event relating to the Company’s stock repurchase program.
During the three months ended March 31, 2023 and 2022, the Company did not repurchase any shares of the Company’s common stock under the stock repurchase program.
10. EARNINGS PER SHARE
The following information sets forth the computations of basic and diluted net increase in stockholders’ equity resulting from operations per share for the three months ended March 31, 2023 and 2022:
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| For the Three Months Ended March 31, | | |
| 2023 | | 2022 | | | | | | |
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Net increase in stockholders’ equity resulting from operations—basic | $ | 278 | | | $ | 211 | | | | | | | |
Adjustment for interest expense on 2024 Convertible Notes(1) | 4 | | | 4 | | | | | | | |
Net increase in stockholders’ equity resulting from operations—diluted | $ | 282 | | | $ | 215 | | | | | | | |
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Weighted average shares of common stock outstanding—basic | 534 | | | 479 | | | | | | | |
Assumed conversion of 2024 Convertible Notes | 21 | | | 21 | | | | | | | |
Weighted average shares of common stock outstanding—diluted | 555 | | | 500 | | | | | | | |
Net increase in stockholders’ equity resulting from operations per share—basic | $ | 0.52 | | | $ | 0.44 | | | | | | | |
Net increase in stockholders’ equity resulting from operations per share—diluted | $ | 0.51 | | | $ | 0.43 | | | | | | | |
________________________________________
(1) Includes the impact of income based fees.
For the purpose of calculating diluted net increase in stockholders’ equity resulting from operations per share for the three months ended March 31, 2023 and 2022, the Company utilized the if-converted method which assumes full share settlement for the aggregate value of the 2024 Convertible Notes.
11. DIVIDENDS AND DISTRIBUTIONS
The following table summarizes the Company’s dividends declared and payable during the three months ended March 31, 2023 and 2022:
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Date declared | | Record date | | Payment date | | Per share amount | | Total amount |
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February 7, 2023 | | March 15, 2023 | | March 31, 2023 | | $ | 0.48 | | | $ | 261 | |
Total dividends declared and payable for the three months ended March 31, 2023 | | | | | | $ | 0.48 | | | $ | 261 | |
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February 9, 2022 | | March 15, 2022 | | March 31, 2022 | | 0.42 | | | 205 | |
February 9, 2022 | | March 15, 2022 | | March 31, 2022 | | 0.03 | | (1) | 15 | |
Total dividends declared and payable for the three months ended March 31, 2022 | | | | | | $ | 0.45 | | | $ | 220 | |
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___________________________________________________________________________
(1)Represents an additional dividend.
The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. When the Company issues new shares in connection with the dividend reinvestment plan, the issue price is equal to the closing price of its common stock on the dividend payment date. Dividend reinvestment plan activity for the three months ended March 31, 2023 and 2022, was as follows:
| | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | |
| 2023 | | 2022 | | | |
Shares issued | — | | | 0.6 | | | | |
Average issue price per share | $ | — | | | $ | 20.95 | | | | |
Shares purchased by plan agent to satisfy dividends declared and payable during the period for stockholders | 0.8 | | | — | | | | |
Average purchase price per share | $ | 18.35 | | | $ | — | | | | |
12. RELATED PARTY TRANSACTIONS
In accordance with the investment advisory and management agreement, the Company bears all costs and expenses of the operation of the Company and reimburses its investment adviser or its affiliates for certain of such costs and expenses paid for by the investment adviser or its affiliates on behalf of the Company. For the three months ended March 31, 2023 and 2022, the Company’s investment adviser or its affiliates incurred and the Company reimbursed such expenses totaling $1, and $1, respectively.
The Company has entered into agreements with Ares Management LLC and IHAM, pursuant to which Ares Management LLC and IHAM are entitled to use the Company’s proprietary portfolio management software. For the three months ended March 31, 2023 and 2022, amounts payable to the Company under these agreements totaled $0, and $0, respectively.
See Notes 3 and 4 for descriptions of other related party transactions.
13. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights as of and for the three months ended March 31, 2023 and 2022:
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| As of and For the Three Months Ended March 31, |
Per Share Data: | 2023 | | 2022 | | | | | | |
Net asset value, beginning of period(1) | $ | 18.40 | | | $ | 18.96 | | | | | | | |
Issuances of common stock | — | | | 0.08 | | | | | | | |
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Net investment income for period(2) | 0.60 | | | 0.41 | | | | | | | |
Net realized and unrealized gains (losses) for period(2) | (0.07) | | | 0.03 | | | | | | | |
Net increase in stockholders’ equity | 0.53 | | | 0.52 | | | | | | | |
Total distributions to stockholders(3) | (0.48) | | | (0.45) | | | | | | | |
Net asset value at end of period(1) | $ | 18.45 | | | $ | 19.03 | | | | | | | |
Per share market value at end of period | $ | 18.27 | | | $ | 20.95 | | | | | | | |
Total return based on market value(4) | 1.58 | % | | 1.12 | % | | | | | | |
Total return based on net asset value(5) | 2.88 | % | | 2.74 | % | | | | | | |
Shares outstanding at end of period | 545 | | 493 | | | | | | | |
Ratio/Supplemental Data: | | | | | | | | | |
Net assets at end of period | $ | 10,049 | | | $ | 9,379 | | | | | | | |
Ratio of operating expenses to average net assets(6)(7) | 12.31 | % | | 10.17 | % | | | | | | |
Ratio of net investment income to average net assets(6)(8) | 12.74 | % | | 8.80 | % | | | | | | |
Portfolio turnover rate(6) | 21 | % | | 39 | % | | | | | | |
_________________________________________________________________________________
(1)The net assets used equals the total stockholders’ equity on the consolidated balance sheet.
(2)Weighted average basic per share data.
(3)Includes additional dividend of $0.03 per share for the three months ended March 31, 2022.
(4)For the three months ended March 31, 2023, the total return based on market value equaled the decrease of the ending market value at March 31, 2023 of $18.27 per share from the ending market value at December 31, 2022 of $18.47 per share plus the declared and payable dividends of $0.48 per share for the three months ended March 31, 2023, divided by the market value at December 31, 2022. For the three months ended March 31, 2022, the total return based on market value equaled the decrease of the ending market value at March 31, 2022 of $20.95 per share from the ending market value at December 31, 2021 of $21.19 per share plus the declared and payable dividends of $0.45 per share for the three months ended March 31, 2022, divided by the market value at December 31, 2021. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.
(5)For the three months ended March 31, 2023, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $0.48 per share for the three months ended March 31, 2023, divided by the beginning net asset value for the period. For the three months ended March 31, 2022, the total return based on net asset value equaled the change in net asset value during the period plus the declared and payable dividends of $0.45 per share for the three months ended March 31, 2022, divided by the beginning net asset value for the period. The Company’s performance changes over time and currently may be different than that shown. Past performance is no guarantee of future results.
(6)The ratios reflect an annualized amount.
(7)For the three months ended March 31, 2023 and 2022, the ratio of operating expenses to average net assets consisted of the following:
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| For the Three Months Ended March 31, |
| 2023 | | 2022 | | | | | | |
Base management fees | 3.27 | % | | 3.24 | % | | | | | | |
Income based fees and capital gains incentive fees | 2.88 | % | | 2.35 | % | | | | | | |
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Cost of borrowing | 5.77 | % | | 4.15 | % | | | | | | |
Other operating expenses | 0.39 | % | | 0.43 | % | | | | | | |
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(8)The ratio of net investment income to average net assets excludes income taxes related to realized gains and losses.
14. SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the three months ended March 31, 2023, except as discussed below.
In April 2023, the Company amended its Revolving Credit Facility. The amendment, among other things, (a) extended the expiration of the revolving period for lenders electing to extend their revolving commitments in an amount equal to approximately $2,905 from March 31, 2026 to April 19, 2027, during which period the Company, subject to certain conditions, may make borrowings under the Revolving Credit Facility, (b) extended the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $2,905 from March 31, 2027 to April 19, 2028 and (c) extended the stated maturity date for $908 of the lenders electing to extend their term loan commitments from March 31, 2027 to April 19, 2028. Lenders who elected not to extend their revolving commitments in an amount equal to approximately $150, $107 and $494 will remain subject to a revolving period expiration of March 30, 2024, March 31, 2025 and March 31, 2026, respectively, and stated maturity dates of March 30, 2025, March 31, 2026 and March 31, 2027, respectively. Lenders who elected not to extend their term loan commitments in an amount equal to $50, $28 and $116 will remain subject to maturity dates of March 30, 2025, March 31, 2026 and March 31, 2027, respectively.
In April 2023, the Company and AFB entered into an amendment to the BNP Funding Facility. The amendment among other things, (a) increased the commitments under the BNP Funding Facility from $500 to $790, (b) extended the end of the reinvestment period from June 11, 2023 to April 20, 2026, (c) extended the stated maturity date from June 11, 2025 to April 20, 2028 and (d) adjusted the interest rate charged on the BNP Funding Facility from an applicable SOFR or a "base rate" (as defined in the BNP Funding Facility) plus a margin of (i) 2.30% during the reinvestment period and (ii) 2.80% following the reinvestment period to an applicable SOFR or a "base rate" plus a margin of (i) 2.80% during the reinvestment period and (ii) 3.30% following the reinvestment period.
In April 2023, the Company's board of directors authorized an amendment to its stock repurchase program to increase the total authorization from $500 to $1,000. Under the stock repurchase program, the Company may repurchase up to $1,000 in the aggregate of its outstanding common stock in the open market at a price per share that meets certain thresholds below its net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors.
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 consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report. In addition, some of the statements in this Quarterly Report (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of Ares Capital Corporation (the “Company,” “Ares Capital,” “we,” “us,” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
•our, or our portfolio companies’, future business, operations, operating results or prospects;
•the return or impact of current and future investments;
•the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economy;
•the impact of a protracted decline in the liquidity of credit markets on our business;
•the impact of the elimination of the London Interbank Offered Rate (“LIBOR”) and implementation of alternatives to LIBOR on our operating results;
•changes in the general economy, slowing economy, rising inflation, risk of recession and risks in respect of a failure to increase the U.S. debt ceiling;
•the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors;
•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
•our ability to recover unrealized losses;
•market conditions and our ability to access different debt markets and additional debt and equity capital and our ability to manage our capital resources effectively;
•our contractual arrangements and relationships with third parties;
•the state of the general economy;
•the impact of supply chain constraints on our portfolio companies and the global economy;
•uncertainty surrounding global financial stability, including the liquidity of certain banks;
•the social, geopolitical, financial, trade and legal implications of Brexit;
•the war in Ukraine and Russia and the potential for volatility in energy prices and other commodities and their impact on the industries in which we invest;
•the financial condition of our current and prospective portfolio companies and their ability to achieve their objectives;
•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
•our ability to raise capital in the private and public debt and equity markets;
•our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies' supply chain and operations;
•our ability to successfully complete and integrate any acquisitions;
•the outcome and impact of any litigation or regulatory proceeding;
•the adequacy of our cash resources and working capital;
•the timing, form and amount of any dividend distributions;
•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,” “project,” “estimates,” “will,” “should,” “could,” “would,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in this Quarterly Report.
We have based the forward-looking statements included in this Quarterly Report on information available to us on the filing date of this Quarterly 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 have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, 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. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”).
We are externally managed by Ares Capital Management LLC (“Ares Capital Management” or our “investment adviser”), a subsidiary of Ares Management Corporation (NYSE: ARES) (“Ares Management”), a publicly traded, leading global alternative investment manager, pursuant to our investment advisory and management agreement. Ares Operations LLC (“Ares Operations” or our “administrator”), a subsidiary of Ares Management, provides certain administrative and other services necessary for us to operate.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior and subordinated debt, generally in a first lien position) and second lien senior secured loans. In addition to senior secured loans, we also invest in subordinated loans (sometimes referred to as mezzanine debt), which in some cases includes an equity component and preferred equity.
To a lesser extent, we also make common equity investments, which have generally been non-control equity investments of less than $20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or change the nature of these investments.
Since our initial public offering (“IPO”) on October 8, 2004 through March 31, 2023, our exited investments resulted in an asset level realized gross internal rate of return to us of approximately 14% (based on original cash invested, net of syndications, of approximately $40.1 billion and total proceeds from such exited investments of approximately $51.6 billion). Internal rate of return is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. Internal rate of return is gross of expenses related to investments as these expenses are not allocable to specific investments. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of a debt investment or sale of an investment or through the determination that no further consideration was collectible and, thus, a loss may have been realized. Approximately 58% of these exited investments resulted in an asset level realized gross internal rate of return to us of 10% or greater.
Additionally, since our IPO on October 8, 2004 through March 31, 2023, our realized gains have exceeded our realized losses by approximately $1.1 billion (excluding a one-time gain on the acquisition of Allied Capital Corporation (“Allied Capital”) in April 2010 (the “Allied Acquisition”) and realized gains/losses from the extinguishment of debt and other
transactions). For this same time period, our average annualized net realized gain rate was approximately 1.0% (excluding a one-time gain on the acquisition of Allied Capital and realized gains/losses from the extinguishment of debt and other transactions). Net realized gain/loss rates for a particular period are the amount of net realized gains/losses during such period divided by the average quarterly investments at amortized cost in such period.
Information included herein regarding internal rates of return, realized gains and losses and annualized net realized gain rates are historical results relating to our past performance and are not necessarily indicative of future results, the achievement of which cannot be assured.
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 and indebtedness of private U.S. companies and certain public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. Specifically, as part of this 30% basket, we may invest in entities that are not considered “eligible portfolio companies” (as defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act.
We have elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other requirements, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to pay U.S. federal corporate-level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.
MACROECONOMIC ENVIRONMENT
Credit markets continued to be under pressure during the first quarter of 2023 amid a risk-off environment and sustained macro-economic uncertainty due to record-high inflation, tighter financial conditions, financial market instability and growing recession risk. Central banks have remained focused on restoring price stability by raising interest rates and have signaled that growth may be hindered until inflation comes under control.
PORTFOLIO AND INVESTMENT ACTIVITY
Our investment activity for the three months ended March 31, 2023 and 2022 is presented below.
| | | | | | | | | | | | | |
| For the Three Months Ended March 31, |
(dollar amounts in millions) | 2023 | | 2022 | | |
New investment commitments(1): | | | | | |
New portfolio companies | $ | 131 | | | $ | 660 | | | |
Existing portfolio companies | 635 | | | 1,341 | | | |
Total new investment commitments(2) | $ | 766 | | | 2,001 | | | |
Less: | | | | | |
Investment commitments exited(3) | (1,884) | | | (2,551) | | | |
Net investment commitments | $ | (1,118) | | | $ | (550) | | | |
Principal amount of investments funded: | | | | | |
First lien senior secured loans(4) | $ | 697 | | | $ | 1,127 | | | |
Second lien senior secured loans | 2 | | | 27 | | | |
Subordinated certificates of the SDLP(5) | 49 | | | 11 | | | |
Senior subordinated loans | 26 | | | 103 | | | |
Preferred equity | 13 | | | 218 | | | |
Ivy Hill Asset Management, L.P.(6) | 283 | | | 349 | | | |
Other equity | 20 | | | 59 | | | |
Total | $ | 1,090 | | | $ | 1,894 | | | |
Principal amount of investments sold or repaid: | | | | | |
First lien senior secured loans(4) | $ | 1,373 | | | $ | 1,884 | | | |
Second lien senior secured loans | — | | | 441 | | | |
Subordinated certificates of the SDLP(5) | 41 | | | 25 | | | |
Senior subordinated loans | 72 | | | — | | | |
| | | | | |
Preferred equity | 104 | | | 16 | | | |
Ivy Hill Asset Management, L.P.(6) | 192 | | | 16 | | | |
Other equity | 7 | | | 84 | | | |
Total | $ | 1,789 | | | $ | 2,466 | | | |
Number of new investment commitments(7) | 32 | | | 49 | | | |
Average new investment commitment amount | $ | 24 | | | $ | 41 | | | |
Weighted average term for new investment commitments (in months) | 72 | | | 61 | | | |
Percentage of new investment commitments at floating rates | 73 | % | | 70 | % | | |
Percentage of new investment commitments at fixed rates | — | % | | 10 | % | | |
Weighted average yield of debt and other income producing securities(8): | | | | | |
Funded during the period at amortized cost | 11.3 | % | | 8.6 | % | | |
Funded during the period at fair value(9) | 11.5 | % | | 8.7 | % | | |
Exited or repaid during the period at amortized cost | 11.7 | % | | 7.6 | % | | |
Exited or repaid during the period at fair value(9) | 12.0 | % | | 7.7 | % | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
_______________________________________________________________________________
(1)New investment commitments include new agreements to fund revolving loans or delayed draw loans. See Note 7 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our commitments to fund revolving loans or delayed draw loans.
(2)Includes both funded and unfunded commitments. Of these new investment commitments, we funded $0.6 billion and $1.7 billion for the three months ended March 31, 2023 and 2022, respectively.
(3)Includes both funded and unfunded commitments. For the three months ended March 31, 2023 and 2022, investment commitments exited included exits of unfunded commitments of $316 million and $171 million, respectively.
(4)For the three months ended March 31, 2023 and 2022, net fundings of first lien secured revolving loans were $80 million and $78 million, respectively.
(5)See “Senior Direct Lending Program” below and Note 4 to our consolidated financial statements for the three months ended March 31, 2023 for more information on the SDLP (as defined below).
(6)Includes our subordinated loan and equity investments in IHAM (as defined below), as applicable. See “Ivy Hill Asset Management, L.P.” below and Note 4 to our consolidated financial statements for the three months ended March 31, 2023 for more information on IHAM.
(7)Number of new investment commitments represents each commitment to a particular portfolio company or a commitment to multiple companies as part of an individual transaction (e.g., the purchase of a portfolio of investments).
(8)“Weighted average yield of debt and other income producing securities” is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities (including the annualized amount of the dividend received by us related to our equity investment in IHAM during the most recent quarter end, as applicable), divided by (b) the total accruing debt and other income producing securities at amortized cost or at fair value (including the amortized cost or fair value of our equity investment in IHAM as applicable), as applicable.
(9)Represents fair value for investments in the portfolio as of the most recent prior quarter end, if applicable.
As of March 31, 2023 and December 31, 2022, our investments consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2023 | | December 31, 2022 |
(in millions) | | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
First lien senior secured loans(1) | | $ | 9,020 | | | $ | 8,689 | | | $ | 9,684 | | | $ | 9,373 | |
Second lien senior secured loans | | 4,230 | | | 3,887 | | | 4,218 | | | 3,934 | |
Subordinated certificates of the SDLP(2) | | 1,282 | | | 1,231 | | | 1,274 | | | 1,249 | |
Senior subordinated loans | | 1,136 | | | 1,048 | | | 1,163 | | | 1,079 | |
| | | | | | | | |
Preferred equity | | 2,045 | | | 2,069 | | | 2,095 | | | 2,027 | |
Ivy Hill Asset Management, L.P.(3) | | 2,139 | | | 2,295 | | | 2,048 | | | 2,201 | |
Other equity | | 1,578 | | | 1,929 | | | 1,561 | | | 1,917 | |
Total | | $ | 21,430 | | | $ | 21,148 | | | $ | 22,043 | | | $ | 21,780 | |
_______________________________________________________________________________
(1)First lien senior secured loans include certain loans that we classify as “unitranche” loans. The total amortized cost and fair value of the loans that we classified as “unitranche” loans were $4.7 billion and $4.6 billion, respectively, as of March 31, 2023, and $5.0 billion and $4.8 billion, respectively, as of December 31, 2022.
(2)The proceeds from these certificates were applied to co-investments with Varagon Capital Partners (“Varagon”) and its clients to fund first lien senior secured loans to 22 and 22 different borrowers as of March 31, 2023 and December 31, 2022, respectively.
(3)Includes our subordinated loan and equity investments in IHAM, as applicable.
We have commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to fund which are at (or substantially at) our discretion. Our commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions. Generally, the most significant and uncertain term requires the borrower to satisfy a specific use of proceeds covenant. The use of proceeds covenant typically requires the borrower to use the additional loans for the specific purpose of a permitted acquisition or permitted investment, for example. In addition to the use of proceeds covenant, the borrower is generally required to satisfy additional negotiated covenants (including specified leverage levels). We are also party to subscription agreements to fund equity investments in private equity investment partnerships. See Note 7 to our consolidated financial statements for the three months ended March 31, 2023 for more
information on our unfunded commitments, including commitments to issue letters of credit, related to certain of our portfolio companies.
The weighted average yields at amortized cost and fair value of the following portions of our portfolio as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2023 | | December 31, 2022 |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
Debt and other income producing securities(1) | | 12.0 | % | | 12.2 | % | | 11.6 | % | | 11.9 | % |
Total portfolio(2) | | 10.8 | % | | 10.9 | % | | 10.5 | % | | 10.6 | % |
First lien senior secured loans(3) | | 11.1 | % | | 11.5 | % | | 10.7 | % | | 11.1 | % |
Second lien senior secured loans(3) | | 11.9 | % | | 13.0 | % | | 11.6 | % | | 12.5 | % |
Subordinated certificates of the SDLP(3)(6) | | 13.5 | % | | 14.1 | % | | 13.5 | % | | 13.8 | % |
Senior subordinated loans(3) | | 11.0 | % | | 11.7 | % | | 10.8 | % | | 11.3 | % |
| | | | | | | | |
Ivy Hill Asset Management L.P.(4) | | 13.4 | % | | 12.3 | % | | 14.2 | % | | 12.9 | % |
Other income producing equity securities(5) | | 11.5 | % | | 11.4 | % | | 11.4 | % | | 11.4 | % |
_______________________________________________________________________________
(1)“Weighted average yields on debt and other income producing securities” are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities (including the annualized amount of the dividend received by us related to our equity investment in IHAM during the most recent quarter end), divided by (b) the total accruing debt and other income producing securities at amortized cost or at fair value (including the amortized cost or fair value of our equity investment in IHAM as applicable), as applicable.
(2)“Weighted average yields on total portfolio” are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities (including the annualized amount of the dividend received by us related to our equity investment in IHAM during the most recent quarter end), divided by (b) total investments at amortized cost or at fair value, as applicable.
(3)“Weighted average yields” are computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on the relevant accruing investments, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable.
(4)Represents the yield on our equity investment in IHAM, which is computed as (a) the annualized amount of the dividend received by us related to our equity investment in IHAM during the most recent quarter end, divided by (b) the amortized cost or fair value of our equity investment in IHAM, as applicable.
(5)“Weighted average yield on other income producing equity securities” is computed as (a) the yield earned on the relevant income producing equity securities, divided by (b) the total relevant income producing equity securities at amortized cost or fair value, as applicable.
(6)The proceeds from these certificates were applied to co-investments with Varagon and its clients to fund first lien senior secured loans.
Ares Capital Management employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our investment adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grade of a portfolio investment may be reduced or increased over time. The following is a description of each investment grade:
| | | | | | | | |
Investment grade | | Description |
4 | | Involves the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit. |
3 | | Involves a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 3. |
2 | | Indicates that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due. For investments graded 2, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company. |
1 | | Indicates that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 1, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 1, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit. For investments graded 1, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company. |
Set forth below is the grade distribution of our portfolio companies as of March 31, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2023 | | December 31, 2022 |
(dollar amounts in millions) | | Fair Value | | % | | Number of Companies | | % | | Fair Value | | % | | Number of Companies | | % |
Grade 4 | | $ | 5,009 | | | 23.7 | % | | 74 | | | 15.8 | % | | $ | 5,051 | | | 23.2 | % | | 80 | | | 17.1 | % |
Grade 3 | | 14,514 | | | 68.6 | | | 329 | | | 70.6 | | | 15,279 | | | 70.1 | | | 327 | | | 70.2 | |
Grade 2 | | 1,282 | | | 6.1 | | | 41 | | | 8.8 | | | 1,342 | | | 6.2 | | | 40 | | | 8.6 | |
Grade 1 | | 343 | | | 1.6 | | | 22 | | | 4.8 | | | 108 | | | 0.5 | | | 19 | | | 4.1 | |
Total | | $ | 21,148 | | | 100.0 | % | | 466 | | | 100.0 | % | | $ | 21,780 | | | 100.0 | % | | 466 | | 100.0 | % |
As of March 31, 2023 and December 31, 2022, the weighted average grade of the investments in our portfolio at fair value was 3.1 and 3.2, respectively.
As of March 31, 2023 and December 31, 2022, loans on non-accrual status represented 2.3% of the total investments at amortized cost (or 1.3% at fair value) and 1.7% at amortized cost (or 1.1% at fair value), respectively.
Senior Direct Lending Program
We have established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, primarily to U.S. middle-market companies. Varagon was formed in 2013 as a lending platform by American International Group, Inc. and other partners. The joint venture is called the Senior Direct Lending Program, LLC (d/b/a the “Senior Direct Lending Program” or the “SDLP”). In July 2016, we and Varagon and its clients completed the initial funding of the SDLP. The SDLP may generally commit and hold individual loans of up to $450 million. The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of ours and Varagon (with approval from a representative of each required).
We provide capital to the SDLP in the form of subordinated certificates (the “SDLP Certificates”), and Varagon and its clients provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. As of March 31, 2023, we and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.
As of March 31, 2023 and December 31, 2022, we and Varagon and its clients had agreed to make capital available to the SDLP of $6.2 billion and $6.2 billion, respectively, in the aggregate, of which $1.4 billion and $1.4 billion, respectively, is
to be made available from us. This capital will only be committed to the SDLP upon approval of transactions by the investment committee of the SDLP. Below is a summary of the funded capital and unfunded capital commitments of the SDLP.
| | | | | | | | | | | | |
| | As of |
(in millions) | | March 31, 2023 | | December 31, 2022 |
Total capital funded to the SDLP(1) | | $ | 5,160 | | | $ | 5,127 | |
Total capital funded to the SDLP by the Company(1) | | $ | 1,282 | | | $ | 1,274 | |
Total unfunded capital commitments to the SDLP(2) | | $ | 217 | | | $ | 294 | |
Total unfunded capital commitments to the SDLP by the Company(2) | | $ | 50 | | | $ | 68 | |
___________________________________________________________________________
(1) At principal amount.
(2)These commitments to fund delayed draw loans have been approved by the investment committee of the SDLP and will be funded if and when conditions to funding such delayed draw loans are met.
The SDLP Certificates pay a coupon equal to LIBOR plus 8.0% and also entitle the holders thereof to receive a portion of the excess cash flow from the loan portfolio, after expenses, which may result in a return to the holders of the SDLP Certificates that is greater than the stated coupon. The SDLP Certificates are junior in right of payment to the senior notes and intermediate funding notes.
The amortized cost and fair value of our SDLP Certificates as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 | | |
(in millions) | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | |
Subordinated certificates of the SDLP | $ | 1,282 | | | $ | 1,231 | | | $ | 1,274 | | | $ | 1,249 | | | |
Our yield on our investment in the SDLP Certificates at amortized cost and fair value as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2023 | | December 31, 2022 |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Yield on subordinated certificates of the SDLP | | 13.5 | % | | 14.1 | % | | 13.5 | % | | 13.8 | % |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
The interest income from our investment in the SDLP Certificates and capital structuring service and other fees earned for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
(in millions) | | | | | | 2023 | | 2022 | | |
Interest income | | | | | | $ | 43 | | | $ | 33 | | | |
Capital structuring service and other fees | | | | | | $ | 1 | | | $ | 5 | | | |
As of March 31, 2023 and December 31, 2022, the SDLP portfolio was comprised entirely of first lien senior secured loans primarily to U.S. middle-market companies and were in industries similar to the companies in our portfolio. As of March 31, 2023 and December 31, 2022, one of the loans was on non-accrual status. Below is a summary of the SDLP’s portfolio as of March 31, 2023 and December 31, 2022:
| | | | | | | | | | | | |
| | As of |
(dollar amounts in millions) | | March 31, 2023 | | December 31, 2022 |
Total first lien senior secured loans(1)(2) | | $ | 5,222 | | | $ | 5,174 | |
Weighted average yield on first lien senior secured loans(3) | | 10.6 | % | | 10.1 | % |
Largest loan to a single borrower(1) | | $ | 374 | | | $ | 377 | |
Total of five largest loans to borrowers(1) | | $ | 1,644 | | | $ | 1,631 | |
Number of borrowers in the SDLP | | 22 | | | 22 | |
Commitments to fund delayed draw loans(4) | | $ | 217 | | | $ | 294 | |
_______________________________________________________________________________
(1)At principal amount.
(2)First lien senior secured loans include certain loans that the SDLP classifies as “unitranche” loans. As of March 31, 2023 and December 31, 2022, the total principal amount of loans in the SDLP portfolio that the SDLP classified as “unitranche” loans was $4,154 million and $4,108 million, respectively.
(3) Computed as (a) the annual stated interest rate on accruing first lien senior secured loans, divided by (b) total first lien senior secured loans at principal amount.
(4)As discussed above, these commitments have been approved by the investment committee of the SDLP.
Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of the SDLP, in conformity with GAAP, as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are presented below:
| | | | | | | | | | | | |
| As of | |
(in millions) | March 31, 2023 | | December 31, 2022 | |
Selected Balance Sheet Information: | | | | |
Investments at fair value (amortized cost of $5,210 and $5,166, respectively) | $ | 4,932 | | | $ | 4,958 | | |
Other assets | 176 | | | 150 | | |
Total assets | $ | 5,108 | | | $ | 5,108 | | |
| | | | |
Senior notes | $ | 3,562 | | | $ | 3,538 | | |
Intermediate funding notes | 133 | | | 132 | | |
Other liabilities | 130 | | | 110 | | |
Total liabilities | 3,825 | | | 3,780 | | |
Subordinated certificates and members’ capital | 1,283 | | | 1,328 | | |
Total liabilities and members’ capital | $ | 5,108 | | | $ | 5,108 | | |
| | | | | | | | | | | |
| For the Three Months Ended March 31, |
(in millions) | 2023 | | 2022 |
Selected Statement of Operations Information: | | | |
Total investment income | $ | 136 | | | $ | 72 | |
Interest expense | 69 | | | 24 | |
Other expenses | 6 | | | 5 | |
Total expenses | 75 | | | 29 | |
Net investment income | 61 | | | 43 | |
Net realized and unrealized losses on investments | (68) | | | (3) | |
Net (decrease) increase in members’ capital resulting from operations | $ | (7) | | | $ | 40 | |
SDLP Loan Portfolio as of March 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollar amounts in millions) Portfolio Company | | Business Description | | Maturity Date | | Stated Interest Rate(1) | | Principal Amount | | Fair Value(2) |
Arrowhead Holdco Company (3)(4) | | Distributor of non-discretionary, mission-critical aftermarket replacement parts | | 8/2028 | | 9.4 | % | | $ | 273.6 | | | $ | 254.5 | |
Benecon Midco II LLC (3)(4) | | Employee benefits provider for small and mid-size employers | | 12/2026 | | 10.2 | % | | 171.5 | | | 171.5 | |
Center for Autism and Related Disorders, LLC (3)(5) | | Autism treatment and services provider specializing in applied behavior analysis therapy | | 11/2024 | | | | 148.0 | | | 11.2 | |
Concert Golf Partners Holdco LLC (3) | | Golf club owner and operator | | 4/2029 | | 17.5 | % | | 254.7 | | | 254.7 | |
Emergency Communications Network, LLC (3) | | Provider of mission critical emergency mass notification solutions | | 6/2024 | | 7.2 | % | | 242.0 | | | 217.8 | |
Excelligence Holdings Corp. (3) | | Developer, manufacturer and retailer of educational products | | 1/2024 | | 11.1 | % | | 146.3 | | | 146.3 | |
FS Squared Holding Corp. (3)(4) | | Provider of on-site vending and micro market solutions | | 3/2025 | | 15.9 | % | | 323.2 | | | 323.2 | |
Harvey Tool Company, LLC (3) | | Manufacturer of cutting tools used in the metalworking industry | | 10/2027 | | 10.7 | % | | 233.0 | | | 228.4 | |
HGC Holdings, LLC (3) | | Operator of golf facilities | | 6/2026 | | 10.0 | % | | 161.1 | | | 161.1 | |
ISQ Hawkeye Holdco, Inc. (3)(4) | | Provider of commercial and industrial waste processing and disposal services | | 8/2029 | | 11.1 | % | | 285.8 | | | 280.1 | |
Manna Pro Products, LLC (3) | | Manufacturer and supplier of specialty nutrition and care products for animals | | 12/2026 | | 10.8 | % | | 269.7 | | | 242.7 | |
n2y Holding, LLC (3) | | Developer of cloud-based special education platform | | 11/2026 | | 10.6 | % | | 193.0 | | | 193.0 | |
NCWS Intermediate, Inc. (3)(4) | | Manufacturer and supplier of car wash equipment, parts and supplies to the conveyorized car wash market | | 12/2026 | | 10.8 | % | | 269.2 | | | 261.1 | |
North Haven Falcon Buyer, LLC (3)(4) | | Manufacturer of aftermarket golf cart parts and accessories | | 5/2027 | | 8.9 | % | | 219.8 | | | 208.8 | |
Pegasus Global Enterprise Holdings, LLC (3)(4) | | Provider of plant maintenance and scheduling software | | 5/2025 | | 10.4 | % | | 337.5 | | | 337.5 | |
Penn Detroit Diesel Allison, LLC | | Distributor of aftermarket parts to the heavy-duty truck industry | | 12/2027 | | 11.9 | % | | 49.6 | | | 49.6 | |
Precinmac (US) Holdings Inc. and Trimaster Manufacturing Inc. (3)(4) | | Manufacturer of high-tolerance precision machined components and assemblies for the aerospace and defense industry | | 8/2027 | | 11.0 | % | | 258.0 | | | 252.9 | |
Pritchard Industries, LLC (3)(4) | | Provider of janitorial and facilities management services | | 10/2027 | | 10.8 | % | | 247.1 | | | 237.2 | |
Qnnect, LLC (3)(4) | | Manufacturer of highly engineered hermetic packaging products | | 11/2029 | | 11.7 | % | | 280.5 | | | 272.0 | |
THG Acquisition, LLC (3) | | Multi-line insurance broker | | 12/2026 | | 10.6 | % | | 323.2 | | | 319.8 | |
Towne Holdings, Inc. | | Parking management and hospitality services provider | | 8/2023 | | 10.8 | % | | 149.2 | | | 146.2 | |
Walnut Parent, Inc. (3) | | Manufacturer of natural solution pest and animal control products | | 11/2027 | | 10.5 | % | | 374.1 | | | 362.8 | |
| | | | | | | | $ | 5,210.1 | | | $ | 4,932.4 | |
____________________________________________________________________________
(1)Represents the weighted average annual stated interest rate as of March 31, 2023. All interest rates are payable in cash, except for portions of the stated interest rates which are payment-in-kind for investments in Emergency Communications Network, LLC and Towne Holdings, Inc.
(2)Represents the fair value in accordance with Accounting Standards Codification 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”). The determination of such fair value is not included in our valuation process described elsewhere herein.
(3)We also hold a portion of this company’s first lien senior secured loan.
(4)We hold an equity investment in this company.
(5)Loan was on non-accrual status as of March 31, 2023.
SDLP Loan Portfolio as of December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollar amounts in millions) Portfolio Company | | Business Description | | Maturity Date | | Stated Interest Rate(1) | | Principal Amount | | Fair Value(2) |
Arrowhead Holdco Company (3)(4) | | Distributor of non-discretionary, mission-critical aftermarket replacement parts | | 8/2028 | | 8.9 | % | | $ | 274.3 | | | $ | 260.6 | |
Benecon Midco II LLC (3)(4) | | Employee benefits provider for small and mid-size employers | | 12/2026 | | 10.0 | % | | 171.9 | | | 171.9 | |
Center for Autism and Related Disorders, LLC (3)(5) | | Autism treatment and services provider specializing in applied behavior analysis therapy | | 11/2024 | | | | 148.0 | | | 65.2 | |
Concert Golf Partners Holdco LLC (3) | | Golf club owner and operator | | 4/2029 | | 10.2 | % | | 255.3 | | | 255.3 | |
Emergency Communications Network, LLC (3) | | Provider of mission critical emergency mass notification solutions | | 6/2024 | | 11.8 | % | | 238.8 | | | 214.9 | |
Excelligence Holdings Corp. (3) | | Developer, manufacturer and retailer of educational products | | 1/2024 | | 10.7 | % | | 146.3 | | | 146.3 | |
FS Squared Holding Corp. (3)(4) | | Provider of on-site vending and micro market solutions | | 3/2025 | | 9.6 | % | | 308.0 | | | 308.0 | |
Harvey Tool Company, LLC (3) | | Manufacturer of cutting tools used in the metalworking industry | | 10/2027 | | 10.2 | % | | 233.6 | | | 231.3 | |
HGC Holdings, LLC (3) | | Operator of golf facilities | | 6/2026 | | 9.5 | % | | 141.4 | | | 141.4 | |
ISQ Hawkeye Holdco, Inc. (3)(4) | | Provider of commercial and industrial waste processing and disposal services | | 8/2029 | | 10.6 | % | | 286.5 | | | 280.8 | |
Manna Pro Products, LLC (3) | | Manufacturer and supplier of specialty nutrition and care products for animals | | 12/2026 | | 10.4 | % | | 270.3 | | | 251.4 | |
n2y Holding, LLC (3) | | Developer of cloud-based special education platform | | 11/2026 | | 10.1 | % | | 193.5 | | | 191.5 | |
NCWS Intermediate, Inc. (3)(4) | | Manufacturer and supplier of car wash equipment, parts and supplies to the conveyorized car wash market | | 12/2026 | | 10.4 | % | | 269.8 | | | 264.5 | |
North Haven Falcon Buyer, LLC (3)(4) | | Manufacturer of aftermarket golf cart parts and accessories | | 5/2027 | | 11.2 | % | | 217.2 | | | 202.0 | |
Pegasus Global Enterprise Holdings, LLC (3)(4) | | Provider of plant maintenance and scheduling software | | 5/2025 | | 10.0 | % | | 338.4 | | | 338.4 | |
Penn Detroit Diesel Allison, LLC | | Distributor of aftermarket parts to the heavy-duty truck industry | | 12/2027 | | 11.4 | % | | 49.6 | | | 49.6 | |
Precinmac (US) Holdings Inc. and Trimaster Manufacturing Inc. (3)(4) | | Manufacturer of high-tolerance precision machined components and assemblies for the aerospace and defense industry | | 8/2027 | | 10.4 | % | | 258.7 | | | 253.5 | |
Pritchard Industries, LLC (3)(4) | | Provider of janitorial and facilities management services | | 10/2027 | | 10.5 | % | | 242.3 | | | 235.0 | |
Qnnect, LLC (3)(4) | | Manufacturer of highly engineered hermetic packaging products | | 11/2029 | | 11.1 | % | | 277.3 | | | 268.9 | |
THG Acquisition, LLC (3) | | Multi-line insurance broker | | 12/2026 | | 10.1 | % | | 321.2 | | | 317.9 | |
Towne Holdings, Inc. | | Parking management and hospitality services provider | | 8/2023 | | 13.8 | % | | 146.9 | | | 143.9 | |
Walnut Parent, Inc. (3) | | Manufacturer of natural solution pest and animal control products | | 11/2027 | | 10.2 | % | | 377.0 | | | 365.8 | |
| | | | | | | | $ | 5,166.3 | | | $ | 4,958.1 | |
____________________________________________________________________________
(1)Represents the weighted average annual stated interest rate as of December 31, 2022. All interest rates are payable in cash, except for portions of the stated interest rates which are payment-in-kind for investments in Emergency Communications Network, LLC and Towne Holdings, Inc.
(2)Represents the fair value in accordance with ASC 820-10. The determination of such fair value is not included in our valuation process described elsewhere herein.
(3)We also hold a portion of this company’s first lien senior secured loan.
(4)We hold an equity investment in this company.
(5)Loan was on non-accrual status as of December 31, 2022.
Ivy Hill Asset Management, L.P.
Ivy Hill Asset Management, L.P. (“IHAM”), our wholly owned portfolio company, is an asset management services company and an SEC-registered investment adviser. As of March 31, 2023, IHAM had assets under management of approximately $13.5 billion. As of March 31, 2023, IHAM managed 22 vehicles and served as the sub-manager/sub-servicer for one other vehicle (these vehicles managed or sub-managed/sub-serviced by IHAM are referred to as the “IHAM Vehicles”). IHAM earns fee income from managing the IHAM Vehicles and has also invested in certain of these vehicles as part of its business strategy. The amortized cost of IHAM’s total investments as of March 31, 2023 and December 31, 2022 was $2,444 million and $2,370 million, respectively. For the three months ended March 31, 2023 and 2022, IHAM had management and incentive fee income of $14 million and $10 million, respectively. For the three months ended March 31, 2023 and 2022, IHAM also had other investment-related income of $61 million and $34 million, respectively, which included net realized gains or losses on investments and other transactions.
The amortized cost and fair value of our investments in IHAM as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| March 31, 2023 | | December 31, 2022 | | |
(in millions) | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | |
Subordinated loan | $ | 438 | | | $ | 438 | | | $ | 500 | | | $ | 500 | | | |
Equity | 1,701 | | | 1,857 | | | 1,548 | | | 1,701 | | | |
Total Company’s investment in IHAM | $ | 2,139 | | | $ | 2,295 | | | $ | 2,048 | | | $ | 2,201 | | | |
The interest income and dividend income that we earned from IHAM for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | | | |
Interest income | $ | 13 | | | $ | — | | | | | | | |
Dividend income | $ | 57 | | | $ | 43 | | | | | | | |
| | | | | | | | | |
From time to time, IHAM or certain IHAM Vehicles may purchase investments from, or sell investments to us. For any such sales or purchases by the IHAM Vehicles to or from us, the IHAM Vehicle must obtain approval from third parties unaffiliated with us or IHAM, as applicable. During the three months ended March 31, 2023 and 2022, IHAM or certain of the IHAM Vehicles purchased $652 million and $1,176 million, respectively, of loans from us. For the three months ended March 31, 2023 and 2022, we recognized $10 million and $6 million, respectively, of net realized losses from these sales. During the three months ended March 31, 2023, we did not purchase investments from IHAM or the IHAM Vehicles. During the three months ended March 31, 2022, we purchased $27 million of investments from certain IHAM Vehicles.
The yields at amortized cost and fair value of our investments in IHAM as of March 31, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2023 | | December 31, 2022 |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Subordinated loan | | 11.6 | % | | 11.6 | % | | 11.0 | % | | 11.0 | % |
Equity(1) | | 13.4 | % | | 12.3 | % | | 14.2 | % | | 12.9 | % |
| | | | | | | | |
_______________________________________________________________________________
(1)Represents the yield on our equity investment in IHAM, which is computed as (a) the annualized amount of the dividend received by us related to our equity investment in IHAM during the most recent quarter end, divided by (b) the amortized cost or fair value of our equity investment in IHAM, as applicable.
IHAM is party to an administration agreement, referred to herein as the “IHAM administration agreement,” with Ares Operations. Pursuant to the IHAM administration agreement, Ares Operations provides IHAM with, among other
things, office facilities, equipment, clerical, bookkeeping and record keeping services, services relating to the marketing and sale of interests in vehicles managed by IHAM, services of, and oversight of, custodians, depositories, accountants, attorneys, underwriters and such other persons in any other capacity deemed to be necessary. Under the IHAM administration agreement, IHAM reimburses Ares Operations for all of the actual costs associated with such services, including Ares Operations’ allocable portion of the compensation, rent and other expenses of its officers, employees and respective staff in performing its obligations under the IHAM administration agreement.
Selected Financial Information
Pursuant to Rule 4-08(g) of Regulation S-X, selected financial information of IHAM, in conformity with GAAP, as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are presented below.
In conformity with GAAP, IHAM is required to consolidate entities in which IHAM has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model, which include certain of the IHAM Vehicles (the “Consolidated IHAM Vehicles”). As such, for GAAP purposes only, IHAM consolidates (a) entities in which it holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity and (b) entities that it concludes are variable interest entities in which IHAM has more than insignificant economic interest and power to direct the activities that most significantly impact the entities, and for which IHAM is deemed to be the primary beneficiary.
When IHAM consolidates an IHAM Vehicle for GAAP purposes only, IHAM reflects the assets, liabilities, revenues and expenses of the Consolidated IHAM Vehicles on a gross basis, including the economic interests held by third-party investors in the Consolidated IHAM Vehicles as debt obligations, subordinated notes or non-controlling interests, in the consolidated IHAM financials below. All of the revenues earned by IHAM as the investment manager of the IHAM Consolidated Vehicles are eliminated in GAAP consolidation. However, because the eliminated amounts are earned from and funded by third-party investors, the GAAP consolidation of an IHAM Vehicle does not impact the net income or loss attributable to IHAM. As a result, we believe an assessment of IHAM's business and the impact to our investment in IHAM is best viewed on a stand-alone basis as reflected in the first column in the tables below.
| | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2023 |
(in millions) | IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Balance Sheet Information: | | | | | | | |
Assets | | | | | | | |
| | | | | | | |
Investments at fair value(2) | $ | 2,426 | | | $ | 9,524 | | | $ | (2,401) | | | $ | 9,549 | |
Cash and cash equivalents | 9 | | | 579 | | | — | | | 588 | |
| | | | | | | |
Other assets | 64 | | | 98 | | | (59) | | | 103 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total assets | $ | 2,499 | | | $ | 10,201 | | | $ | (2,460) | | | $ | 10,240 | |
| | | | | | | |
Liabilities | | | | | | | |
| | | | | | | |
Debt | $ | 313 | | | $ | 7,267 | | | $ | — | | | $ | 7,580 | |
Subordinated note from ARCC | 438 | | | — | | | — | | | 438 | |
Subordinated notes(3) | — | | | 1,296 | | | (1,014) | | | 282 | |
| | | | | | | |
Other liabilities | 10 | | | 347 | | | (14) | | | 343 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total liabilities | 761 | | | 8,910 | | | (1,028) | | | 8,643 | |
Equity | | | | | | | |
Contributed capital | 1,701 | | | — | | | — | | | 1,701 | |
Accumulated earnings | 56 | | | — | | | — | | | 56 | |
Net unrealized losses on investments and foreign currency transactions | (19) | | | — | | | — | | | (19) | |
Non-controlling interests in Consolidated IHAM Vehicles(4) | — | | | 1,291 | | | (1,432) | | | (141) | |
| | | | | | | |
| | | | | | | |
Total equity | 1,738 | | | 1,291 | | | (1,432) | | | 1,597 | |
Total liabilities and equity | $ | 2,499 | | | $ | 10,201 | | | $ | (2,460) | | | $ | 10,240 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2022 |
(in millions) | IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Balance Sheet Information: | | | | | | | |
Assets | | | | | | | |
| | | | | | | |
Investments at fair value(2) | $ | 2,340 | | | $ | 8,973 | | | $ | (2,315) | | | $ | 8,998 | |
Cash and cash equivalents | 5 | | | 499 | | | — | | | 504 | |
| | | | | | | |
Other assets | 56 | | | 94 | | | (51) | | | 99 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total assets | $ | 2,401 | | | $ | 9,566 | | | $ | (2,366) | | | $ | 9,601 | |
| | | | | | | |
Liabilities | | | | | | | |
| | | | | | | |
Debt | $ | 308 | | | $ | 6,968 | | | $ | — | | | $ | 7,276 | |
Subordinated note from ARCC | 500 | | | — | | | — | | | 500 | |
Subordinated notes(3) | — | | | 1,374 | | | (1,093) | | | 281 | |
| | | | | | | |
Other liabilities | 18 | | | 129 | | | (15) | | | 132 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total liabilities | 826 | | | 8,471 | | | (1,108) | | | 8,189 | |
Equity | | | | | | | |
Contributed capital | 1,547 | | | — | | | — | | | 1,547 | |
Accumulated earnings | 61 | | | — | | | — | | | 61 | |
Net unrealized losses on investments and foreign currency transactions | (33) | | | — | | | — | | | (33) | |
Non-controlling interests in Consolidated IHAM Vehicles(4) | — | | | 1,095 | | | (1,258) | | | (163) | |
| | | | | | | |
| | | | | | | |
Total equity | 1,575 | | | 1,095 | | | (1,258) | | | 1,412 | |
Total liabilities and equity | $ | 2,401 | | | $ | 9,566 | | | $ | (2,366) | | | $ | 9,601 | |
________________________________________
(1)Consolidated for GAAP purposes only.
(2)The determination of such fair value is determined in accordance with IHAM’s valuation procedures (separate and apart from our valuation process described elsewhere herein). The amortized cost of IHAM’s total investments as of March 31, 2023 and December 31, 2022 was $2,444 million and $2,370 million, respectively. The amortized cost of the total investments of IHAM on a consolidated basis as of March 31, 2023 and December 31, 2022 was $9,839 million and $9,306 million, respectively.
(3)Subordinated notes generally represent the most junior capital in certain of the Consolidated IHAM Vehicles and effectively represent equity in such vehicles.
(4)Non-controlling interests in Consolidated IHAM Vehicles includes net unrealized depreciation in the Consolidated IHAM Vehicles of $290 million and $309 million as of March 31, 2023 and December 31, 2022, respectively.
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, 2023 |
(in millions) | IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Statement of Operations Information: | | | | | | | |
Revenues | | | | | | | |
| | | | | | | |
Investment income | $ | 71 | | | $ | 255 | | | $ | (70) | | | $ | 256 | |
Management fees and other income | 14 | | | 1 | | | (13) | | | 2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total revenues | 85 | | | 256 | | | (83) | | | 258 | |
Expenses | | | | | | | |
| | | | | | | |
Interest expense | 19 | | | 129 | | | — | | | 148 | |
Distributions to subordinated notes | — | | | 32 | | | (24) | | | 8 | |
Management fees and other expenses | 4 | | | 18 | | | (13) | | | 9 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total expenses | 23 | | | 179 | | | (37) | | | 165 | |
Net operating income | 62 | | | 77 | | | (46) | | | 93 | |
| | | | | | | |
| | | | | | | |
Net realized losses on investments and other transactions | (10) | | | (17) | | | — | | | (27) | |
Net unrealized gains on investments and other transactions | 14 | | | 22 | | | (13) | | | 23 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total net realized and unrealized gains (losses) on investments and other transactions | 4 | | | 5 | | | (13) | | | (4) | |
Net income | 66 | | | 82 | | | (59) | | | 89 | |
| | | | | | | |
Less: Net income attributable to non-controlling interests in Consolidated IHAM Vehicles | — | | | 82 | | | (59) | | | 23 | |
Net income attributable to Ivy Hill Asset Management, L.P. | $ | 66 | | | $ | — | | | $ | — | | | $ | 66 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, 2022 |
(in millions) | IHAM | | Consolidated IHAM Vehicles(1) | | Eliminations | | Consolidated |
Selected Statement of Operations Information: | | | | | | | |
Revenues | | | | | | | |
| | | | | | | |
Investment income | $ | 33 | | | $ | 97 | | | $ | (33) | | | $ | 97 | |
Management fees and other income | 10 | | | 1 | | | (9) | | | 2 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total revenues | 43 | | | 98 | | | (42) | | | 99 | |
Expenses | | | | | | | |
| | | | | | | |
Interest expense | 1 | | | 29 | | | — | | | 30 | |
Distributions to subordinated notes | — | | | 31 | | | (23) | | | 8 | |
Management fees and other expenses | 4 | | | 13 | | | (9) | | | 8 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total expenses | 5 | | | 73 | | | (32) | | | 46 | |
Net operating income | 38 | | | 25 | | | (10) | | | 53 | |
| | | | | | | |
| | | | | | | |
Net realized gains on investments and other transactions | 1 | | | — | | | — | | | 1 | |
Net unrealized losses on investments and other transactions | (11) | | | (34) | | | 10 | | | (35) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total net realized and unrealized losses on investments and other transactions | (10) | | | (34) | | | 10 | | | (34) | |
Net income (loss) | 28 | | | (9) | | | — | | | 19 | |
Less: Net loss attributable to non-controlling interests in Consolidated IHAM Vehicles | — | | | (9) | | | — | | | (9) | |
Net income attributable to Ivy Hill Asset Management, L.P. | $ | 28 | | | $ | — | | | $ | — | | | $ | 28 | |
| | | | | | | |
________________________________________
(1)Consolidated for GAAP purposes only.
RESULTS OF OPERATIONS
For the three months ended March 31, 2023 and 2022
Operating results for the three months ended March 31, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | |
Total investment income | $ | 618 | | | $ | 440 | | | | | |
Total expenses | 298 | | | 229 | | | | | |
Net investment income before income taxes | 320 | | | 211 | | | | | |
Income tax expense, including excise tax | 2 | | | 13 | | | | | |
Net investment income | 318 | | | 198 | | | | | |
Net realized (losses) gains on investments, foreign currency and other transactions | (50) | | | 58 | | | | | |
Net unrealized gains on investments, foreign currency and other transactions | 10 | | | 3 | | | | | |
Realized loss on extinguishment of debt | — | | | (48) | | | | | |
Net increase in stockholders’ equity resulting from operations | $ | 278 | | | $ | 211 | | | | | |
Net income can vary substantially from period to period due to various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net increase in stockholders’ equity resulting from operations may not be meaningful.
Investment Income
| | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | |
Interest income from investments | $ | 470 | | | $ | 310 | | | | | |
Capital structuring service fees | 10 | | | 30 | | | | | |
Dividend income | 121 | | | 88 | | | | | |
Other income | 17 | | | 12 | | | | | |
Total investment income | $ | 618 | | | $ | 440 | | | | | |
Interest income from investments for the three months ended March 31, 2023 increased from the comparable period in 2022 primarily as a result of the impact of rising interest rates as well as an increase in the average size of our portfolio. The average size and weighted average yield of our portfolio at amortized cost for the three months ended March 31, 2023 and 2022 were as follows:
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| For the Three Months Ended March 31, | | |
(dollar amounts in millions) | 2023 | | 2022 | | | | |
Average size of portfolio | $ | 21,736 | | | $ | 19,559 | | | | | |
Weighted average yield on portfolio | 10.9 | % | | 8.1 | % | | | | |
Capital structuring service fees for the three months ended March 31, 2023 decreased from the comparable period in 2022 primarily due to a decrease in new investment commitments and a decrease in the weighted average capital structuring service fee percentage during the three months ended March 31, 2023. Excluding investment commitments to IHAM, the higher weighted average capital structuring service fee percentage during the three months ended March 31, 2023 was primarily due to higher fee opportunities as compared to the comparable period in 2022. The new investment commitments and weighted average capital structuring service fee percentages for the three months ended March 31, 2023 and 2022 were as follows:
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| For the Three Months Ended March 31, | | |
(dollar amounts in millions) | 2023 | | 2022 | | | | |
New investment commitments | $ | 766 | | | $ | 2,001 | | | | | |
Weighted average capital structuring service fee percentages(1) | 1.3 | % | | 1.5 | % | | | | |
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(1) Excluding $283 million and $349 million of investment commitments to IHAM for the three months ended March 31, 2023 and 2022, respectively, the weighted average capital structuring service fee percentage was 2.0% and 1.8%, respectively.
Dividend income for the three months ended March 31, 2023 and 2022 were as follows:
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| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | |
Dividend income received from IHAM | $ | 57 | | | $ | 43 | | | | | |
Recurring dividend income | 55 | | | 39 | | | | | |
Non-recurring dividend income | 9 | | | 6 | | | | | |
Total dividend income | $ | 121 | | | $ | 88 | | | | | |
Dividend income received from IHAM for the three months ended March 31, 2023 increased from the comparable period in 2022 primarily due to the continued increase in IHAM’s assets under management, which generally has been supported by our additional investments in IHAM. Recurring dividend income for the three months ended March 31, 2023 increased from the comparable period in 2022 primarily due to an increase in yielding preferred equity investments.
Operating Expenses
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| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | |
Interest and credit facility fees | $ | 139 | | | $ | 93 | | | | | |
Base management fees | 79 | | | 73 | | | | | |
Income based fees | 76 | | | 51 | | | | | |
Capital gains incentive fees(1) | (6) | | | 2 | | | | | |
Administrative fees | 3 | | | 4 | | | | | |
Other general and administrative | 7 | | | 6 | | | | | |
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Total expenses | $ | 298 | | | $ | 229 | | | | | |
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(1)Calculated in accordance with GAAP as discussed below.
Interest and credit facility fees for the three months ended March 31, 2023 and 2022, were comprised of the following:
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| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | |
Stated interest expense | $ | 128 | | | $ | 84 | | | | | |
Credit facility fees | 5 | | | 3 | | | | | |
Amortization of debt issuance costs | 7 | | | 7 | | | | | |
Net amortization of premium on notes payable | (1) | | | (1) | | | | | |
Total interest and credit facility fees | $ | 139 | | | $ | 93 | | | | | |
Stated interest expense for the three months ended March 31, 2023 increased from the comparable period in 2022 primarily due to the increase in the average principal amount of debt outstanding and the rising interest rates on our floating rate revolving facilities. Our weighted average stated interest rate for the three months ended March 31, 2023 increased from the comparable period in 2022 due to the higher utilization of our floating rate revolving facilities and the impact of rising interest rates. Average debt outstanding and weighted average stated interest rate on our debt outstanding for the three months ended March 31, 2023 and 2022 were as follows:
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| For the Three Months Ended March 31, | | |
(dollar amounts in millions) | 2023 | | 2022 | | | | |
Average debt outstanding | $ | 11,422 | | | $ | 10,731 | | | | | |
Weighted average stated interest rate on debt | 4.4 | % | | 3.2 | % | | | | |
Credit facility fees for the three months ended March 31, 2023 were higher from the comparable period in 2022 primarily due to the lower utilization of our revolving facilities as a result of the commitment increases during 2023, resulting in higher unused commitment fees.
Base management fees for the three months ended March 31, 2023 increased from the comparable period in 2022 primarily due to the increase in the average size of our portfolio for the three months ended March 31, 2023 as compared to the comparable period in 2022.
Income based fees for the three months ended March 31, 2023 increased from the comparable period in 2022 primarily due to the pre-incentive fee net investment income, as defined in the investment advisory and management agreement for the three months ended March 31, 2023 being higher than in the comparable period in 2022.
For the three months ended March 31, 2023, the reduction in the capital gains incentive fee calculated in accordance with GAAP was $6 million. For the three months ended March 31, 2022, the capital gains incentive fee calculated in accordance with GAAP was $2 million. The capital gains incentive fee accrual for the three months ended March 31, 2023 changed from the comparable period in 2022 primarily due to net losses on investments, foreign currency, other transactions and the extinguishment of debt of $40 million compared to net gains of $13 million for the three months ended March 31, 2022. The capital gains incentive fee accrued under GAAP includes an accrual related to unrealized capital appreciation, whereas the capital gains incentive fee actually payable under our investment advisory and management agreement does not. There can be no assurance that such unrealized capital appreciation will be realized in the future. The accrual for any capital gains incentive fee under GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. As of March 31, 2023, there was $29 million of capital gains incentive fees accrued in accordance with GAAP. As of March 31, 2023, there was no capital gains incentive fee actually payable under our investment advisory and management agreement. See Note 3 to our consolidated financial statements for the three months ended March 31, 2023, for more information on the base management fees, income based fees and capital gains incentive fees.
Cash payment of any income based fees and capital gains incentive fees otherwise earned by our investment adviser is deferred 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 (defined as total assets less indebtedness and before taking into account any income based fees and capital gains incentive fees payable during the period) is less than 7.0% of our net assets (defined as total assets less indebtedness) at the beginning of such period. These calculations will be adjusted for any share issuances or repurchases. Any income based fees and capital gains incentive fees deferred for payment are carried over for payment in subsequent calculation periods to the extent such fees are payable under the terms of the investment advisory and management agreement. Pursuant to these terms, payment of $81 million of the income based fees earned by our investment adviser for the fourth quarter of 2022 had been previously deferred. As of March 31, 2023, such deferred income based fees were payable under the terms of the investment advisory and management agreement. See Note 3 to our consolidated financial statements for the three months ended March 31, 2023, for more information on the related deferral terms.
Administrative fees represent fees paid to Ares Operations for our allocable portion of overhead and other expenses incurred by Ares Operations in performing its obligations under the administration agreement, including our allocable portion of the compensation, rent and other expenses of certain of our corporate officers and their respective staffs. See Note 3 to our consolidated financial statements for the three months ended March 31, 2023, for more information on the administrative fees.
Other general and administrative expenses include, among other costs, professional fees, insurance, fees and expenses related to evaluating and making investments in portfolio companies and independent directors’ fees.
Income Tax Expense, Including Excise Tax
We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other requirements, 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. We have made and intend to continue to make the requisite distributions to our stockholders which will generally relieve us from U.S. federal corporate-level income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended March 31, 2023 and 2022, we recorded an expense of $9 million and $9 million, respectively, for U.S. federal excise tax.
Certain of our consolidated subsidiaries are subject to U.S. federal and state income taxes. For the three months ended March 31, 2023 and 2022, we recorded a net tax (benefit) expense of $(7) million and $3 million, respectively, for these subsidiaries. The income tax expense for our taxable consolidated subsidiaries will vary depending on the level of realized gains from the exits of investments held by such taxable subsidiaries during the respective periods.
Net Realized Gains/Losses
The net realized gains (losses) from the sales, repayments or exits of investments during the three months ended March 31, 2023 and 2022 were comprised of the following:
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| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | |
Sales, repayments or exits of investments(1) | $ | 1,771 | | | $ | 2,521 | | | | | |
Net realized gains (losses) on investments: | | | | | | | |
Gross realized gains | $ | 41 | | | $ | 81 | | | | | |
Gross realized losses | (61) | | | (12) | | | | | |
Total net realized (losses) gains on investments | $ | (20) | | | $ | 69 | | | | | |
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(1)Includes $0.7 billion and $1.2 billion of loans sold to IHAM and certain vehicles managed by IHAM during the three months ended March 31, 2023 and 2022, respectively. Net realized losses of $10 million and $6 million, respectively, were recorded on these transactions with IHAM during the three months ended March 31, 2023 and 2022. See Note 4 to our consolidated financial statements for the three months ended March 31, 2023 for more information on IHAM and its managed vehicles.
The net realized losses on investments during the three months ended March 31, 2023 consisted of the following:
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(in millions) Portfolio Company | | Net Realized Gains (Losses) |
Cipriani USA, Inc. and Cipriani Group Holding S.A.R.L. | | 18 | |
National College of Business and Technology Inc. & Leeds IV Advisors, Inc. | | (50) | |
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Other, net | | 12 | |
Total | | $ | (20) | |
During the three months ended March 31, 2023, we also recognized net realized losses on foreign currency and other transactions of $30 million.
The net realized gains on investments during the three months ended March 31, 2022 consisted of the following:
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(in millions) Portfolio Company | | Net Realized Gains (Losses) |
Athenahealth, Inc., VVC Holding Corp., Virence Intermediate Holding Corp., and Virence Holdings LLC | | $ | 37 | |
Navisun LLC and Navisun Holdings LLC | | 19 | |
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Other, net | | 13 | |
Total | | $ | 69 | |
During the three months ended March 31, 2022, we also recognized net realized losses on foreign currency transactions of $11 million.
During the three months ended March 31, 2022, we repaid in full the $388 million in aggregate principal amount of unsecured convertible notes (the “2022 Convertible Notes”) upon their maturity at a premium in accordance with the terms of the indenture governing the 2022 Convertible Notes, resulting in a realized loss on the extinguishment of debt of $48 million.
Net Unrealized Gains/Losses
We value our portfolio investments quarterly and the changes in value are recorded as unrealized gains or losses in our consolidated statement of operations. Net unrealized gains and losses on investments for the three months ended March 31, 2023 and 2022, were comprised of the following:
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| For the Three Months Ended March 31, | | |
(in millions) | 2023 | | 2022 | | | | |
Unrealized appreciation | $ | 224 | | | $ | 169 | | | | | |
Unrealized depreciation | (287) | | | (139) | | | | | |
Net unrealized depreciation (appreciation) reversed related to net realized gains or losses(1) | 48 | | | (40) | | | | | |
Total net unrealized losses on investments | $ | (15) | | | $ | (10) | | | | | |
_______________________________________________________________________________
(1)The net unrealized depreciation reversed related to net realized gains or losses represents the unrealized appreciation or depreciation recorded on the related asset at the end of the prior period.
For the three months ended March 31, 2023, the net unrealized losses recorded on investments were largely due to declining prices in the credit and equity markets as market participants expected a higher return on similar investments as a result of the higher rate environment.
The changes in net unrealized appreciation and depreciation on investments during the three months ended March 31, 2023 consisted of the following:
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(in millions) Portfolio Company | | Net Unrealized Appreciation (Depreciation) |
Heelstone Renewable Energy, LLC and Heelstone Renewable Energy Investors, LLC | | $ | 11 | |
Production Resource Group, L.L.C. and PRG III, LLC | | 11 | |
SHO Holding I Corporation | | (12) | |
Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator L.P. | | (15) | |
Senior Direct Lending Program, LLC | | (26) | |
ADG, LLC and RC IV GEDC Investor LLC | | (55) | |
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Other, net | | 23 | |
Total | | $ | (63) | |
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During the three months ended March 31, 2023, we also recognized net unrealized gains on foreign currency and other transactions of $25 million.
The changes in net unrealized appreciation and depreciation on investments during the three months ended March 31, 2022 consisted of the following:
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(in millions) Portfolio Company | | Net Unrealized Appreciation (Depreciation) |
Imaging Business Machines, L.L.C. and Scanner Holdings Corporation | | $ | 13 | |
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PhyMED Management LLC | | (38) | |
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Other, net | | 55 | |
Total | | $ | 30 | |
During the three months ended March 31, 2022, we also recognized net unrealized gains on foreign currency and other transactions of $13 million.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are generated primarily from the net proceeds of public offerings of equity and debt securities, advances from the Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility (each as defined below, and together, the “Facilities”), net proceeds from the issuance of other securities, including unsecured notes, as well as cash flows from operations.
In accordance with the Investment Company Act, we are allowed to borrow amounts such that our asset coverage, calculated pursuant to the Investment Company Act, is at least 150% after such borrowings (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). As of March 31, 2023, we had $359 million in cash and cash equivalents and $11.2 billion in total aggregate principal amount of debt outstanding ($11.2 billion at carrying value) and our asset coverage was 189%. Subject to borrowing base and other restrictions, we had approximately $4.4 billion available for additional borrowings under the Facilities as of March 31, 2023.
We may from time to time seek to retire or repurchase our common stock through cash purchases, as well as retire, cancel or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions or otherwise. The amounts involved may be material. In addition, we may from time to time enter into additional debt facilities, increase the size of existing facilities or issue additional debt securities, including secured debt, unsecured debt and/or debt securities convertible into common stock. Any such purchases or exchanges of common stock or outstanding debt, or incurrence or issuance of additional debt would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
Equity Capital Activities
As of March 31, 2023 and December 31, 2022, our total equity market capitalization was $9.9 billion and $9.6 billion, respectively.
We may from time to time issue and sell shares of our common stock through public or “at the market” offerings. In connection with the issuance of our common stock, we issued and sold the following shares of common stock during the three months ended March 31, 2023:
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(in millions, except per share amount) Issuances of Common Stock | Number of Shares Issued | | Gross Proceeds | | Underwriting Fees/Offering Expenses | | Net Proceeds | | Average Offering Price Per Share(1) | |
Public offerings | 12.1 | | $ | 236.8 | | | $ | 13.4 | | | $ | 223.4 | | | $ | 19.61 | | (2) |
“At the market” offerings | 13.2 | | 257.3 | | | 3.7 | | | 253.6 | | | $ | 19.48 | | |
Total | 25.3 | | $ | 494.1 | | | $ | 17.1 | | | $ | 477.0 | | | | |
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(1) Represents the gross offering price per share before deducting underwriting discounts and commissions and offering expenses.
(2) 12.1 million of the shares were sold to the underwriters for a price of $18.53 per share which the underwriters were then permitted to sell at variable prices to the public.
“At the Market” Offerings
We are a party to equity distribution agreements with several banks (the “Equity Distribution Agreements”). The Equity Distribution Agreements provide that we may from time to time issue and sell, by means of “at the market” offerings, up to $500 million shares of our common stock. Subject to the terms and conditions of the Equity Distribution Agreements, sales of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the currently effective Equity Distribution Agreements, common stock with an aggregate offering amount of $137 million remained available for issuance as of March 31, 2023.
Stock Repurchase Program
We are authorized under our stock repurchase program to purchase up to $500 million in the aggregate of our outstanding common stock in the open market at certain thresholds below our net asset value per share, in accordance with the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by us, in our sole discretion, based upon an evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. The stock repurchase program does not require us to repurchase any specific number of shares of common stock or any shares of common stock at all. Consequently, we cannot assure stockholders that any specific number of shares of common stock, if any, will be repurchased under the stock repurchase program. As of March 31, 2023, the expiration date of the stock repurchase program is February 15, 2024. The program may be suspended, extended, modified or discontinued at any time. As of March 31, 2023, there was $500 million available for additional repurchases under the program. See “Recent Developments,” as well as Note 14 to our consolidated financial statements for the three months ended March 31, 2023 for a subsequent event relating to our stock repurchase program.
During the three months ended March 31, 2023 and 2022, we did not repurchase any shares of our common stock in the open market under the stock repurchase program.
Price Range of Common Stock
The following table sets forth, for the first quarter of the year ending December 31, 2023 and each fiscal quarter for the fiscal years ended December 31, 2022 and 2021, the net asset value per share of our common stock, the range of high and low closing sales prices of our common stock, the closing sales price as a premium (discount) to net asset value and the dividends or distributions declared by us. On April 19, 2023, the last reported closing sales price of our common stock on the NASDAQ Global Select Market was $18.40 per share, which represented a discount of approximately 0.27% to the net asset value per share reported by us as of March 31, 2023.
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| Net Asset Value(1) | | Price Range | | High Sales Price Premium (Discount) to Net Asset Value(2) | | Low Sales Price Premium (Discount) to Net Asset Value(2) | | Cash Dividend Per Share(3) | |
| | | High | | Low | | | | | | | |
Year ended December 31, 2021 | | | | | | | | | | | | |
First Quarter | $ | 17.45 | | | $ | 19.23 | | | $ | 16.51 | | | 10.20 | % | | (5.39) | % | | $ | 0.40 | | |
Second Quarter | $ | 18.16 | | | $ | 19.97 | | | $ | 18.29 | | | 9.97 | % | | 0.72 | % | | $ | 0.40 | | |
Third Quarter | $ | 18.52 | | | $ | 20.43 | | | $ | 19.52 | | | 10.31 | % | | 5.40 | % | | $ | 0.41 | | |
Fourth Quarter | $ | 18.96 | | | $ | 21.70 | | | $ | 19.66 | | | 14.45 | % | | 3.69 | % | | $ | 0.41 | | |
Year ended December 31, 2022 | | | | | | | | | | | | |
First Quarter | $ | 19.03 | | | $ | 22.58 | | | $ | 19.70 | | | 18.65 | % | | 3.52 | % | | $ | 0.54 | | (4) |
Second Quarter | $ | 18.81 | | | $ | 22.44 | | | $ | 17.12 | | | 19.30 | % | | (8.98) | % | | $ | 0.42 | | |
Third Quarter | $ | 18.56 | | | $ | 20.70 | | | $ | 16.84 | | | 11.53 | % | | (9.27) | % | | $ | 0.43 | | |
Fourth Quarter | $ | 18.40 | | | $ | 19.76 | | | $ | 17.30 | | | 7.39 | % | | (5.98) | % | | $ | 0.48 | | |
Year ending December 31, 2023 | | | | | | | | | | | | |
First Quarter | $ | 18.45 | | | $ | 20.04 | | | $ | 17.19 | | | 8.62 | % | | (6.83) | % | | $ | 0.48 | | |
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(1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset values shown are based on outstanding shares at the end of the relevant quarter.
(2) Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).
(3) Represents the dividend or distribution declared in the relevant quarter.
(4) Consists of a quarterly dividend of $0.42 per share and additional quarterly dividends totaling $0.12 per share, all of which were declared in the first quarter of 2022 and paid on March 31, 2022, June 30, 2022, September 30, 2022 and December 29, 2022.
Debt Capital Activities
Our debt obligations consisted of the following as of March 31, 2023 and December 31, 2022:
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| As of | |
| March 31, 2023 | | December 31, 2022 | |
(in millions) | Total Aggregate Principal Amount Available/ Outstanding(1) | | Principal Amount Outstanding | | Carrying Value | | Total Aggregate Principal Amount Available/ Outstanding(1) | | Principal Amount Outstanding | | Carrying Value | |
Revolving Credit Facility | $ | 4,843 | | (2) | $ | 1,872 | | | $ | 1,872 | | | $ | 4,843 | | (2) | $ | 2,246 | | | $ | 2,246 | | |
Revolving Funding Facility | 1,775 | | | 850 | | | 850 | | | 1,775 | | | 800 | | | 800 | | |
SMBC Funding Facility | 800 | | (3) | 401 | | | 401 | | | 800 | | (3) | 451 | | | 451 | | |
BNP Funding Facility | 500 | | | 320 | | | 320 | | | 300 | | | 245 | | | 245 | | |
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2024 Convertible Notes | 403 | | | 403 | | | 400 | | (4) | 403 | | | 403 | | | 399 | | (4) |
2023 Notes | — | | | — | | | — | | | 750 | | | 750 | | | 750 | | (4) |
2024 Notes | 900 | | | 900 | | | 899 | | (4) | 900 | | | 900 | | | 898 | | (4) |
March 2025 Notes | 600 | | | 600 | | | 598 | | (4) | 600 | | | 600 | | | 597 | | (4) |
July 2025 Notes | 1,250 | | | 1,250 | | | 1,257 | | (4) | 1,250 | | | 1,250 | | | 1,258 | | (4) |
January 2026 Notes | 1,150 | | | 1,150 | | | 1,145 | | (4) | 1,150 | | | 1,150 | | | 1,144 | | (4) |
July 2026 Notes | 1,000 | | | 1,000 | | | 991 | | (4) | 1,000 | | | 1,000 | | | 991 | | (4) |
2027 Notes | 500 | | | 500 | | | 494 | | (4) | 500 | | | 500 | | | 494 | | (4) |
2028 Notes | 1,250 | | | 1,250 | | | 1,247 | | (4) | 1,250 | | | 1,250 | | | 1,247 | | (4) |
2031 Notes | 700 | | | 700 | | | 690 | | (4) | 700 | | | 700 | | | 690 | | (4) |
Total | $ | 15,671 | | | $ | 11,196 | | | $ | 11,164 | | | $ | 16,221 | | | $ | 12,245 | | | $ | 12,210 | | |
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(1)Represents the total aggregate amount committed or outstanding, as applicable, under such instrument. Borrowings under the committed Revolving Credit Facility, Revolving Funding Facility, SMBC Funding Facility and BNP Funding Facility (each as defined below) are subject to borrowing base and other restrictions.
(2)Provides for a feature that allows us, under certain circumstances, to increase the size of the Revolving Credit Facility (as defined below) to a maximum of $7.3 billion.
(3)Provides for a feature that allows ACJB (as defined below), under certain circumstances, to increase the size of the SMBC Funding Facility (as defined below) to a maximum of $1.0 billion.
(4)Represents the aggregate principal amount outstanding, less unamortized debt issuance costs and the net unaccreted/amortized discount or premium recorded upon issuance. In February 2023, we repaid in full the 2023 Notes (as defined below) upon their maturity.
The weighted average stated interest rate and weighted average maturity, both on aggregate principal amount outstanding, of all our debt outstanding as of March 31, 2023 were 4.4% and 3.5 years, respectively, and as of December 31, 2022 were 4.2% and 3.6 years, respectively.
The ratio of total principal amount of debt outstanding to stockholders’ equity as of March 31, 2023 was 1.12:1.00 compared to 1.29:1.00 as of December 31, 2022.
Revolving Credit Facility
We are party to a senior secured revolving credit facility (as amended and restated, the “Revolving Credit Facility”), that allows us to borrow up to $4.8 billion at any one time outstanding. The Revolving Credit Facility consists of a $1.1 billion term loan tranche and a $3.7 billion revolving tranche. For $1.0 billion of the term loan tranche, the stated maturity date is March 31, 2027. For $28 million of the term loan tranche, the stated maturity date is March 31, 2026. For the remaining $50 million of the term loan tranche, the stated maturity date is March 30, 2025. For $3.5 billion of the revolving tranche, the end of the revolving period and the stated maturity date are March 31, 2026 and March 31, 2027, respectively. For $107 million of the revolving tranche, the end of the revolving period and the stated maturity date are March 31, 2025 and March 31, 2026, respectively. For the remaining $150 million of the revolving tranche, the end of the revolving period and the stated maturity date are March 30, 2024 and March 30, 2025, respectively. The Revolving Credit Facility also provides for a feature that allows us, under certain circumstances, to increase the overall size of the Revolving Credit Facility to a maximum of $7.3 billion. The interest rate charged on the Revolving Credit Facility is based on Secured Overnight Financing Rate (“SOFR”) (or an alternative rate of interest for certain loans, commitments and/or other extensions of credit denominated in Sterling, Canadian Dollars, Euros and certain other foreign currencies) plus a credit spread adjustment of 0.10% and an applicable spread of either 1.75% or 1.875% or an “alternate base rate” (as defined in the agreements governing the Revolving Credit Facility) plus a credit spread adjustment of 0.10% and an applicable spread of either 0.75% or 0.875%, in each case, determined monthly based on the total amount of the borrowing base relative to the sum of (i) the greater of (a) the aggregate amount of revolving exposure and term loans outstanding under the Revolving Credit Facility and (b) 85% of the total commitments of the Revolving Credit Facility (or, if higher, the total revolving exposure) plus (ii) other debt, if any, secured by the same collateral as the Revolving Credit Facility. As of March 31, 2023, the applicable spread in effect was 1.75%. We are also required to pay a letter of credit fee of either 2.00% or 2.125% per annum on letters of credit issued, determined monthly based on the total amount of the borrowing base relative to the total commitments of the Revolving Credit Facility and other debt, if any, secured by the same collateral as the Revolving Credit Facility. Additionally, we are required to pay a commitment fee of 0.375% per annum on any unused portion of the Revolving Credit Facility. As of March 31, 2023, there was $1.9 billion outstanding under the Revolving Credit Facility and we were in compliance in all material respects with the terms of the Revolving Credit Facility. See “Recent Developments,” as well as Note 14 to our consolidated financial statements for the three months ended March 31, 2023 for a subsequent event relating to the Revolving Credit Facility.
Revolving Funding Facility
We and our consolidated subsidiary, Ares Capital CP Funding LLC (“Ares Capital CP”), are party to a revolving funding facility (as amended, the “Revolving Funding Facility”), that allows Ares Capital CP to borrow up to $1.8 billion at any one time outstanding. The Revolving Funding Facility is secured by all of the assets held by, and the membership interest in, Ares Capital CP. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are December 29, 2024 and December 29, 2026, respectively. The interest rate charged on the Revolving Funding Facility is based on SOFR plus a credit spread adjustment of 0.10% or a “base rate” (as defined in the agreements governing the Revolving Funding Facility) plus an applicable spread of 1.90% per annum. Ares Capital CP is also required to pay a commitment fee of between 0.50% and 1.25% per annum depending on the size of the unused portion of the Revolving Funding Facility. As of March 31, 2023, there was $850 million outstanding under the Revolving Funding Facility and we and Ares Capital CP were in compliance in all material respects with the terms of the Revolving Funding Facility.
SMBC Funding Facility
We and our consolidated subsidiary, Ares Capital JB Funding LLC (“ACJB”), are party to a revolving funding facility (as amended, the “SMBC Funding Facility”), with ACJB, as the borrower, and Sumitomo Mitsui Banking Corporation, as the administrative agent and collateral agent, that allows ACJB to borrow up to $800 million at any one time outstanding. The SMBC Funding Facility also provides for a feature that allows ACJB, subject to receiving certain consents, to increase the overall size of the SMBC Funding Facility to $1.0 billion. The SMBC Funding Facility is secured by all of the assets held by ACJB. The end of the reinvestment period and the stated maturity date for the SMBC Funding Facility are May 28, 2024 and May 28, 2026, respectively. The reinvestment period and the stated maturity date are both subject to two one-year extensions by mutual agreement. The interest rate charged on the SMBC Funding Facility is based on an applicable spread of either 1.75% or 2.00% over LIBOR or 0.75% or 1.00% over a “base rate” (as defined in the agreements governing the SMBC Funding Facility), in each case, determined monthly based on the amount of the average borrowings outstanding under the SMBC Funding Facility. As of March 31, 2023, the applicable spread in effect was 1.75%. ACJB is also required to pay a commitment fee of between 0.50% and 1.00% per annum depending on the size of the unused portion of the SMBC Funding Facility. As of March 31, 2023, there was $401 million outstanding under the SMBC Funding Facility and we and ACJB were in compliance in all material respects with the terms of the SMBC Funding Facility.
BNP Funding Facility
We and our consolidated subsidiary, ARCC FB Funding LLC (“AFB”), are party to a revolving funding facility (as amended, the “BNP Funding Facility”) with AFB, as the borrower, and BNP Paribas, as the administrative agent and lender, that allows AFB to borrow up to $500 million at any one time outstanding. The BNP Funding Facility is secured by all of the assets held by AFB. The end of the reinvestment period and the stated maturity date for the BNP Funding Facility are June 11, 2023 and June 11, 2025, respectively. The reinvestment period and the stated maturity date are both subject to a one-year extension by mutual agreement. As of March 31, 2023, the interest rate charged on the BNP Funding Facility was based on three month LIBOR, or a “base rate” (as defined in the agreements governing the BNP Funding Facility) plus a margin of (i) 1.80% during the reinvestment period and (ii) 2.30% following the reinvestment period. Beginning on December 11, 2020, AFB is required to pay a commitment fee of between 0.00% and 1.25% per annum depending on the size of the unused portion of the BNP Funding Facility. As of March 31, 2023, there was $320 million outstanding under the BNP Funding Facility and we and AFB were in compliance in all material respects with the terms of the BNP Funding Facility. See “Recent Developments,” as well as Note 14 to our consolidated financial statements for the three months ended March 31, 2023 for a subsequent event relating to the BNP Funding Facility.
Convertible Unsecured Notes
We have issued $403 million in aggregate principal amount of unsecured convertible notes that mature on March 1, 2024 (the “2024 Convertible Notes”) unless previously converted or repurchased in accordance with its terms. We do not have the right to redeem the 2024 Convertible Notes prior to maturity. The 2024 Convertible Notes bear interest at a rate of 4.625% per annum, payable semi-annually.
In certain circumstances, assuming the conversion date below has not already passed, the 2024 Convertible Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, at the conversion rate (listed below as of March 31, 2023) subject to customary anti-dilution adjustments and the requirements of the indenture (the “2024 Convertible Notes Indenture”). Prior to the close of business on the business day immediately preceding the conversion date (listed below), holders may convert their 2024 Convertible Notes only under certain circumstances set forth in the 2024 Convertible Notes Indenture. On or after the conversion date until the close of business on the second scheduled trading day immediately preceding the maturity date for the 2024 Convertible Notes, holders may convert their 2024 Convertible Notes at any time. In addition, if we engage in certain corporate events as described in the 2024 Convertible Notes Indenture, holders of the 2024 Convertible Notes may require us to repurchase for cash all or part of the 2024 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2024 Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
Certain key terms related to the convertible features for the 2024 Convertible Notes as of March 31, 2023 are listed below.
| | | | | | | | | | |
| | | | 2024 Convertible Notes |
Conversion premium | | | | 15.0 | % |
Closing stock price at issuance | | | | $ | 17.29 | |
Closing stock price date | | | | March 5, 2019 |
Conversion price(1) | | | | $ | 19.62 | |
Conversion rate (shares per one thousand dollar principal amount)(1) | | | | 50.9784 | |
Conversion date | | | | December 1, 2023 |
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(1)Represents conversion price and conversion rate, as applicable, as of March 31, 2023, taking into account any applicable de minimis adjustments that will be made on the conversion date.
Unsecured Notes
We issued certain unsecured notes (each issuance of which is referred to herein using the “defined term” set forth under the “Unsecured Notes” column of the table below and collectively referred to as the “Unsecured Notes”), that pay interest semi-annually and all principal amounts are due upon maturity. Each of the Unsecured Notes may be redeemed in whole or in part at any time at our option at a redemption price equal to par plus a “make whole” premium, if applicable, as determined pursuant to the indentures governing each of the Unsecured Notes, plus any accrued and unpaid interest. Certain key terms related to the features for the Unsecured Notes as of March 31, 2023 are listed below.
| | | | | | | | | | | | | | | | | | | | | | | |
(dollar amounts in millions) Unsecured Notes | Aggregate Principal Amount Issued | | Interest Rate | | Original Issuance Date | | Maturity Date |
| | | | | | | |
2024 Notes | $ | 900 | | | 4.200% | | June 10, 2019 | | June 10, 2024 |
March 2025 Notes | $ | 600 | | | 4.250% | | January 11, 2018 | | March 1, 2025 |
July 2025 Notes | $ | 1,250 | | | 3.250% | | January 15, 2020 | | July 15, 2025 |
January 2026 Notes | $ | 1,150 | | | 3.875% | | July 15, 2020 | | January 15, 2026 |
July 2026 Notes | $ | 1,000 | | | 2.150% | | January 13, 2021 | | July 15, 2026 |
2027 Notes | $ | 500 | | | 2.875% | | January 13, 2022 | | June 15, 2027 |
2028 Notes | $ | 1,250 | | | 2.875% | | June 10, 2021 | | June 15, 2028 |
2031 Notes | $ | 700 | | | 3.200% | | November 4, 2021 | | November 15, 2031 |
In February 2023, the $750 million in aggregate principal amount of unsecured notes that matured on February 10, 2023 (the “2023 Notes”) were redeemed at par plus accrued and unpaid interest for a total redemption price of approximately $763 million. The 2023 Notes bore interest at a rate of 3.500% per annum, payable semi-annually.
See Note 5 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our debt obligations.
As of March 31, 2023, we were in compliance in all material respects with the terms of the 2024 Convertible Notes Indenture and the indentures governing the Unsecured Notes.
The 2024 Convertible Notes and the Unsecured Notes are our senior unsecured obligations and rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the 2024 Convertible Notes and the Unsecured Notes; equal in right of payment to our existing and future unsecured indebtedness that is not expressly subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
RECENT DEVELOPMENTS
In April 2023, we amended our Revolving Credit Facility. The amendment, among other things, (a) extended the expiration of the revolving period for lenders electing to extend their revolving commitments in an amount equal to approximately $2.9 billion from March 31, 2026 to April 19, 2027, during which period we, subject to certain conditions, may make borrowings under the Revolving Credit Facility, (b) extended the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $2.9 billion from March 31, 2027 to April 19, 2028 and (c) extended the stated maturity date for $908 million of the lenders electing to extend their term loan commitments from March 31, 2027 to April 19, 2028. Lenders who elected not to extend their revolving commitments in an amount equal to approximately $150 million, $107 million and $494 million will remain subject to a revolving period expiration of March 30, 2024, March 31, 2025 and March 31, 2026, respectively, and stated maturity dates of March 30, 2025, March 31, 2026 and March 31, 2027, respectively. Lenders who elected not to extend their term loan commitments in an amount equal to $50
million, $28 million and $116 million will remain subject to maturity dates of March 30, 2025, March 31, 2026 and March 31, 2027, respectively.
In April 2023, we and our consolidated subsidiary, AFB, entered into an amendment to the BNP Funding Facility. The amendment among other things, (a) increased the commitments under the BNP Funding Facility from $500 million to $790 million, (b) extended the end of the reinvestment period and the stated maturity date from June 11, 2023 and June 11, 2025 to April 20, 2026 and April 20, 2028, respectively and (c) adjusted the interest rate charged on the BNP Funding Facility from an applicable SOFR or a "base rate" (as defined in the BNP Funding Facility) plus a margin of (i) 2.30% during the reinvestment period and (ii) 2.80% following the reinvestment period to an applicable SOFR or a "base rate" plus a margin of (i) 2.80% during the reinvestment period and (ii) 3.30% following the reinvestment period.
In April 2023, our board of directors authorized an amendment to our stock repurchase program to increase the total authorization from $500 million to $1.0 billion. Under the stock repurchase program, we may repurchase up to $1.0 billion in the aggregate of our outstanding common stock in the open market at a price per share that meets certain thresholds below our net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors.
From April 1, 2023 through April 19, 2023, we made new investment commitments of approximately $369 million, of which $311 million were funded. Of these new investment commitments, 66% were in first lien senior secured loans and 34% were in second lien senior secured loans. Of the approximately $369 million of new investment commitments, 67% were floating rate and 33% were fixed rate. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 11.4% and the weighted average yield on total investments funded during the period at amortized cost was 11.3%. We may seek to sell all or a portion of these new investment commitments, although there can be no assurance that we will be able to do so.
From April 1, 2023 through April 19, 2023, we exited approximately $397 million of investment commitments, including $4 million of loans sold to IHAM or certain vehicles managed by IHAM. Of the total investment commitments exited, 78% were first lien senior secured loans, 21% were second lien senior secured loans and 1% were senior subordinated loans. Of the approximately $397 million of exited investment commitments, 99% were floating rate and 1% were fixed rate. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 10.8% and the weighted average yield on total investments exited or repaid during the period at amortized cost was 10.8%. Of the approximately $397 million of investment commitments exited from April 1, 2023 through April 19, 2023, we recognized total net realized losses of approximately $1 million, with no realized gains or losses recognized from the sale of loans to IHAM or certain vehicles managed by IHAM.
In addition, as of April 19, 2023, we had an investment backlog and pipeline of approximately $310 million and $190 million, respectively. Investment backlog includes transactions approved by our investment adviser’s investment committee and/or for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore we believe are likely to close. Investment pipeline includes transactions where due diligence and analysis are in process, but no formal mandate, letter of intent or signed commitment have been issued. 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. In addition, we may sell all or a portion of these investments and certain of these investments may result in the repayment of existing investments. We cannot assure you that we will make any of these investments or that we will sell all or any portion of these investments.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 1A. Risk Factors.” See Note 2 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our critical accounting policies.
Investments
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
Effective October 1, 2022, pursuant to Rule 2a-5 under the 1940 Act, our board of directors selected our investment adviser as our valuation designee to perform the fair value determinations for investments held by us without readily available market quotations.
Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, our investment adviser, as the valuation designee, looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available (i.e., substantially all of our investments) are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, subject to the oversight of our board of directors, based on, among other things, the input of independent third‑party valuation firms that have been engaged to support the valuation of such portfolio investments at least once during a trailing 12‑month period (with certain de minimis exceptions) and under a valuation policy and a consistently applied valuation process. The valuation process is conducted at the end of each fiscal quarter by our investment adviser, and a portion of our investment portfolio at fair value is subject to review by an independent third-party valuation firm each quarter. In addition, our independent registered public accounting firm obtains an understanding of, and performs select procedures relating to, our valuation process within the context of performing our integrated audit.
As part of the valuation process, our investment adviser may take into account the following types of factors, if relevant, in determining the fair value of our investments: the enterprise value of a portfolio company (the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time), 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, a comparison of the portfolio company’s securities to any similar publicly traded securities, changes in the interest rate environment and the credit markets, which may affect the price at which similar investments would trade in their principal markets and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent sale occurs, our investment adviser considers the pricing indicated by the external event to corroborate the valuation.
Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, as described herein. 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 fluctuate from period to period. Additionally, 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. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
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 unrealized gains or losses reflected in the valuations currently assigned.
Our investment adviser, as the valuation designee, subject to the oversight of our board of directors, undertakes a multi‑step valuation process each quarter, as described below:
•Our quarterly valuation process begins with a preliminary valuation being prepared by the investment professionals responsible for the portfolio investment in conjunction with our portfolio management and valuation team.
•Preliminary valuations are reviewed and discussed by our investment adviser’s valuation committee.
•Our investment adviser’s valuation committee determines the fair value of each investment in our portfolio without a readily available market quotation in good faith based on, among other things, the input of the independent third‑party valuation firms, where applicable.
Fair Value of Financial Instruments
We follow ASC 825-10, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASC 825-10”), which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and a better understanding of the effect of our choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. We have not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value. With the exception of the line items entitled “other assets” and “debt,” which are reported at amortized cost, the carrying value of all other assets and liabilities approximate fair value.
We also follow ASC 820-10, which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires us to assume that the portfolio investment is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, we have considered its principal market as the market in which we exit our portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:
•Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
•Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In addition to using the above inputs in investment valuations, we continue to employ the net asset valuation policy approved by our board of directors that is consistent with ASC 820-10. Consistent with our valuation policy, our investment adviser evaluates the source of inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. Our valuation policy considers the fact that because there is not a readily available market value for most of the investments in our portfolio, the fair value of the investments must typically be determined using unobservable inputs.
Our portfolio investments (other than as described below in the following paragraph) are typically valued using two different valuation techniques. The first valuation technique is an analysis of the enterprise value (“EV”) of the portfolio company. Enterprise value means the entire value of the portfolio company to a market participant, including the sum of the values of debt and equity securities used to capitalize the enterprise at a point in time. The primary method for determining EV uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA (generally defined as net income before net interest expense, income tax expense, depreciation and amortization). EBITDA multiples are typically determined based upon review of market comparable transactions and publicly traded comparable companies, if any. Our investment adviser may also employ other valuation multiples to determine EV, such as revenues or, in the case of certain portfolio companies in the power generation industry, kilowatt capacity. The second method for determining EV uses a discounted cash flow analysis whereby future expected cash flows of the portfolio company are discounted to determine a present value using estimated discount rates (typically a weighted average cost of capital based on costs of debt and equity consistent with current market conditions). The EV analysis is performed to determine the value of equity investments, the value of debt investments in portfolio companies where we have control or could gain control through an option or warrant security, and to determine if there is credit impairment for debt investments. If debt investments are credit impaired, an EV analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. The second valuation technique is a yield analysis, which is typically performed for non-credit impaired debt investments in portfolio companies where we do not own a
controlling equity position. To determine fair value using a yield analysis, a current price is imputed for the investment based upon an assessment of the expected market yield for a similarly structured investment with a similar level of risk. In the yield analysis, our investment adviser considers the current contractual interest rate, the maturity and other terms of the investment relative to the risk of the company and the specific investment. A key determinant of risk, among other things, is the leverage through the investment relative to the enterprise value of the portfolio company. As debt investments held by us are substantially illiquid with no active transaction market, our investment adviser, as the valuation designee, depends on primary market data, including newly funded transactions, as well as secondary market data with respect to high yield debt instruments and syndicated loans, as inputs in determining the appropriate market yield, as applicable.
For other portfolio investments such as investments in the SDLP Certificates and IHAM, discounted cash flow analysis is the primary technique utilized to determine fair value. Expected future cash flows associated with the investment are discounted to determine a present value using a discount rate that reflects estimated market return requirements.
See Note 8 to our consolidated financial statements for the three months ended March 31, 2023 for more information on our valuation process.
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. Uncertainty with respect to the rising interest rates, inflationary pressures, risks in respect of a failure to increase the U.S. debt ceiling, the war in Ukraine and Russia and the failure of major financial institutions introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below. For additional information concerning these risks and their potential impact on our business and our operating results, see “Risk Factors—General Risk Factors—Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations”, “Risk Factors—Risks Relating to Our Investments—Economic recessions or downturns could impair our portfolio companies and harm our operating results” and “Risk Factors—Risks Relating to Our Business—Inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023.
Investment Valuation Risk
Because there is not a readily available market value for most of the investments in our portfolio, substantially all of our portfolio investments are valued at fair value as determined in good faith by our investment adviser, as the valuation designee, subject to the oversight of our board of directors based on, among other things, the input of the independent third-party valuation firms that have been engaged to support the valuation of each portfolio investment without a readily available market quotation at least once during a trailing 12-month period (with certain de minimis exceptions). 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 fluctuate from period to period. Additionally, 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. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. 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 unrealized gains or losses reflected in the valuations currently assigned. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” as well as Notes 2 and 8 to our consolidated financial statements for the three months ended March 31, 2023 for more information relating to our investment valuation.
Interest Rate Risk
Interest rate sensitivity refers to the change in our 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 difference 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. See “Risk Factors—Risks Relating to Our Business—We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023.
In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.
As of March 31, 2023, 69% of the investments at fair value in our portfolio bore interest and dividends at variable rates (including our investment in the SDLP Certificates which accounted for 6% of our total investments at fair value), 11% bore interest at fixed rates, 10% were non-income producing, 1% were on non-accrual status and 9% was our equity investment in IHAM which generally pays a quarterly dividend. Additionally, excluding our investment in the SDLP Certificates, 94% of the remaining variable rate investments at fair value contained interest rate floors. The Revolving Credit Facility, the Revolving Funding Facility, the SMBC Funding Facility and the BNP Funding Facility bear interest at variable rates with no interest rate floors. The Unsecured Notes and the 2024 Convertible Notes bear interest at fixed rates.
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.
Based on our March 31, 2023 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
| | | | | | | | | | | | | | | | | | | | |
(in millions) Basis Point Change | | Interest and Dividend Income | | Interest Expense | | Net Income(1) |
Up 300 basis points | | $ | 463 | | | $ | 103 | | | $ | 360 | |
Up 200 basis points | | $ | 313 | | | $ | 69 | | | $ | 244 | |
Up 100 basis points | | $ | 163 | | | $ | 34 | | | $ | 129 | |
Down 100 basis points | | $ | (133) | | | $ | (34) | | | $ | (99) | |
Down 200 basis points | | $ | (278) | | | $ | (69) | | | $ | (209) | |
Down 300 basis points | | $ | (415) | | | $ | (103) | | | $ | (312) | |
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(1)Excludes the impact of income based fees. See Note 3 to our consolidated financial statements for the three months ended March 31, 2023 for more information on the income based fees.
Based on our December 31, 2022 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
| | | | | | | | | | | | | | | | | | | | |
(in millions) Basis Point Change | | Interest and Dividend Income | | Interest Expense | | Net Income(1) |
Up 300 basis points | | $ | 499 | | | $ | 112 | | | $ | 387 | |
Up 200 basis points | | $ | 343 | | | $ | 75 | | | $ | 268 | |
Up 100 basis points | | $ | 187 | | | $ | 37 | | | $ | 150 | |
Down 100 basis points | | $ | (155) | | | $ | (37) | | | $ | (118) | |
Down 200 basis points | | $ | (308) | | | $ | (75) | | | $ | (233) | |
Down 300 basis points | | $ | (454) | | | $ | (112) | | | $ | (342) | |
_______________________________________________________________________________
(1)Excludes the impact of income based fees. See Note 3 to our consolidated financial statements for the three months ended March 31, 2023 for more information on the income based fees.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, as of March 31, 2023, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended March 31, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to certain legal proceedings, from time to time, in the ordinary course of business. From time to time,
we, our executive officers, directors and our investment adviser may, in the ordinary course of business, be named as
defendants in litigation arising from our investments in our portfolio companies and may, as a result, incur significant costs and
expenses in connection with such litigation. We and our investment adviser are also subject to extensive regulation, which may
result in regulatory proceedings or investigations against us or our investment adviser, respectively. While the outcome of any
such future legal or regulatory proceedings cannot be predicted with certainty, neither us nor our investment adviser expect that
any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors described below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and those set forth under the caption “Risk Factors” in our Form N-2, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in the Form N-2 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Our business is dependent on bank relationships and recent strain on the banking system may adversely impact us.
The financial markets recently have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks who may have significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs. Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted and others may be materially and adversely impacted. Our business is dependent on bank relationships and we are proactively monitoring the financial health of such bank relationships. Continued strain on the banking system may adversely impact our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Dividend Reinvestment Plan
We did not sell any equity securities during the period covered in this report that were not registered under the Securities Act of 1933, as amended.
During the quarter ended March 31, 2023, as part of our dividend reinvestment plan for our common stockholders, we did not purchase shares of our common stock in the open market in order to satisfy the reinvestment portion of our dividends.
Stock Repurchase Program
In February 2023, our board of directors authorized an amendment to our existing stock repurchase program to (a) extend the expiration date of the program from February 15, 2023 to February 15, 2024 and (b) increase the amount of the stock repurchase program to a full $500 million. Under the program, we may repurchase up to $500 million in the aggregate of our outstanding common stock in the open market at certain thresholds below our net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by us, in our sole discretion, based upon an evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors. The stock repurchase program will be in effect through February 15, 2024, unless extended or until the approved dollar amount has been used to repurchase shares. The stock repurchase program does not require us to repurchase any specific number of shares of common stock or any shares of common stock at all. Consequently, we cannot assure stockholders that any specific number of shares of common stock, if any, will be repurchased under the stock repurchase program. The program may be suspended, extended, modified or discontinued at any time. See “Recent Developments,” as well as Note 14 to our consolidated financial statements for the three months ended March 31, 2023 for a subsequent event relating to our stock repurchase program.
During the quarter ended March 31, 2023, there were no repurchases of our common stock under our stock repurchase program. As of March 31, 2023, the approximate dollar value of shares that may yet be purchased under the program was $500 million.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Effective as of April 19, 2023, the Company amended its Revolving Credit Facility. The amendment, among other things, (a) extended the expiration of the revolving period for lenders electing to extend their revolving commitments in an amount equal to approximately $2.9 billion from March 31, 2026 to April 19, 2027, during which period the Company, subject to certain conditions, may make borrowings under the Revolving Credit Facility, (b) extended the stated maturity date for lenders electing to extend their revolving commitments in an amount equal to approximately $2.9 billion from March 31, 2027 to April 19, 2028 and (c) extended the stated maturity date for $908 million of the lenders electing to extend their term loan commitments from March 31, 2027 to April 19, 2028. Lenders who elected not to extend their revolving commitments in an amount equal to approximately $150 million, $107 million and $494 million will remain subject to a revolving period expiration of March 30, 2024, March 31, 2025 and March 31, 2026, respectively, and stated maturity dates of March 30, 2025, March 31, 2026 and March 31, 2027, respectively. Lenders who elected not to extend their term loan commitments in an amount equal to $50 million, $28 million and $116 million will remain subject to maturity dates of March 30, 2025, March 31, 2026 and March 31, 2027, respectively.
A copy of the Revolving Credit Facility, as amended, is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Effective as of April 20, 2023, the Company and its consolidated subsidiary, AFB, entered into an amendment to the BNP Funding Facility. The amendment among other things, (a) increased the commitments under the BNP Funding Facility from $500 million to $790 million, (b) extended the end of the reinvestment period and the stated maturity date from June 11, 2023 and June 11, 2025 to April 20, 2026 and April 20, 2028, respectively and (c) adjusted the interest rate charged on the BNP Funding Facility from an applicable SOFR or a "base rate" (as defined in the BNP Funding Facility) plus a margin of (i) 2.30% during the reinvestment period and (ii) 2.80% following the reinvestment period to an applicable SOFR or a "base rate" plus a margin of (i) 2.80% during the reinvestment period and (ii) 3.30% following the reinvestment period.
A copy of the BNP Funding Facility, as amended, is filed as Exhibit 10.3 to this report and incorporated herein by reference.
Effective as of April 24, 2023, the Company amended its charter to increase the number of shares of common stock it is authorized to issue from 700,000,000 to 1,000,000,000. The Company effected the increase by filing Articles of Amendment (the "Amendment") with the State Department of Assessments and Taxation of Maryland.
A copy of our Articles of Amendment and Restatement, as further amended by the Amendment, is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 6. Exhibits.
EXHIBIT INDEX
| | | | | | | | |
Exhibit Number | | Description |
| | Articles of Amendment and Restatement, as amended* |
| | Third Amended and Restated Bylaws, as amended(1) |
| | |
| | |
| | Fourteenth Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 19, 2023, among Ares Capital Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent* |
| | Fourth Amendment to the Revolving Credit and Security Agreement, dated as of January 9, 2023, among ARCC FB Funding LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Ares Capital Corporation, as equityholder and servicer, and U.S. Bank National Association, as collateral agent(2) |
| | Fifth Amendment to the Revolving Credit and Security Agreement, dated as of April 20, 2023, among ARCC FB Funding LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Ares Capital Corporation, as equityholder and servicer, and U.S. Bank National Association, as collateral agent* |
| | Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| | 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* |
| | Certification by Chief Executive Officer 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** |
101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
________________________________________
* Filed herewith
** This certification is not deemed filed by the SEC and is not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
(1)Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K (File No. 814-00663) for the year ended December 31, 2018, filed on February 12, 2019.
(2)Incorporated by reference to Exhibit 10.38 to the Company's Form 10-K (File No. 814-00663) for the year ended December 31, 2022, filed on February 7, 2022.
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 |
| |
| | |
Date: April 25, 2023 | By | /s/ R. KIPP DEVEER |
| | R. Kipp deVeer Chief Executive Officer |
| | |
Date: April 25, 2023 | By | /s/ PENNI F. ROLL |
| | Penni F. Roll Chief Financial Officer |
| | |
Date: April 25, 2023 | By | /s/ SCOTT C. LEM |
| | Scott C. Lem Chief Accounting Officer, Vice President and Treasurer |
Exhibit 3.1
[Conformed Copy as of April 24, 2023]
ARES CAPITAL CORPORATION
ARTICLES OF AMENDMENT AND RESTATEMENT
FIRST: Ares Capital Corporation, a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended.
SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:
ARTICLE I
NAME
The name of the corporation (the “Corporation”) is:
Ares Capital Corporation
ARTICLE II
PURPOSE
The purposes for which the Corporation is formed are to conduct and carry on the business of a business development company, subject to making an election under the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “1940 Act”), and to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The name and address of the resident agent of the Corporation are United Agent Group Inc., 2 Wisconsin Circle, Suite 700, Chevy Chase, Maryland 20815. The resident agent is a Maryland corporation.
ARTICLE IV
PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
Section 4.1 Number, Classification and Election of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation is five, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws, but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The names of the directors who shall serve until the first annual meeting of stockholders and until their successors are duly elected and qualify are:
| | |
Antony P. Ressler |
|
Bennett Rosenthal |
|
Douglas E. Coltharp |
|
Robert L. Rosen |
|
Eric B. Siegel |
|
These directors may increase the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Board of Directors occurring before the first annual meeting of stockholders in the manner provided in the Bylaws.
The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-802(b) of the MGCL, that, subject to any requirements of the 1940 Act applicable to the Corporation and except as may be provided by the Board of Directors in setting the terms of any class or series of stock pursuant to Section 5.4 hereof, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is duly elected and qualifies.
On the first date on which the Corporation shall have more than one stockholder of record, the directors (other than any director elected solely by holders of one or more classes or series of stock established pursuant to Section 5.4 hereof) shall be classified, with respect to the terms for which they severally hold office, into three classes, as nearly equal in number as possible as determined by the Board of Directors, one class to hold office initially for a term expiring at the next succeeding annual meeting of stockholders, another class to hold office initially for a term expiring at the second succeeding annual meeting of stockholders and another class to hold office initially for a term expiring at the third succeeding annual meeting of stockholders, with the members of each class to hold office until their successors are duly elected and qualify. At each annual meeting of the stockholders, the successors to the class of directors whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualify.
Section 4.2 Extraordinary Actions. Except as specifically provided in Section 4.9 (relating to removal of directors), and in Section 6.2 (relating to certain actions and certain amendments to the charter), notwithstanding any provision of the MGCL requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.
Section 4.3 Election of Directors. Except as otherwise provided in the Bylaws of the Corporation, directors shall be elected by the affirmative vote of the holders of a majority of the shares of stock outstanding and entitled to vote thereon.
Section 4.4 Quorum. The presence in person or by proxy of the holders of shares of stock of the Corporation entitled to cast a majority of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements, requires approval by a separate vote of one or more classes
of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majority of the votes entitled to be cast by each such class on such a matter shall constitute a quorum.
Section 4.5 Authorization by Board of Stock Issuance. The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the charter or the Bylaws.
Section 4.6 Preemptive Rights. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 5.4 or as may otherwise be provided by contract, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell.
Section 4.7 Appraisal Rights. No holder of stock of the Corporation shall be entitled to exercise the rights of an objecting stockholder under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.
Section 4.8 Determinations by Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with the charter shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; the number of shares of stock of any class of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the charter or Bylaws or otherwise to be determined by the Board of Directors.
Section 4.9 Removal of Directors. Subject to the rights of holders of one or more classes or series of stock established pursuant to Section 5.4 hereof to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time only for cause and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.
Section 4.10 Investment Activities. No officer or director of the Corporation, including any officer or director who also serves as a director, officer or employee of any entity that provides investment advisory services or as a member of the investment committee of any such entity, shall be obligated to offer to the Corporation the opportunity to participate in any business or investing activity or venture that is presented to such person other than in his or her capacity as an officer or director of the Corporation.
ARTICLE V
STOCK
Section 5.1 Authorized Shares. The Corporation has authority to issue 1,000,000,000 shares of stock, initially consisting of 1,000,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”). The aggregate par value of all authorized shares of stock having par value is
$1,000,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. A majority of the entire Board of Directors, without any action by the stockholders of the Corporation, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.
Section 5.2 Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time in one or more classes or series of stock.
Section 5.3 Preferred Stock. The Board of Directors may classify any unissued shares of stock and reclassify any previously classified but unissued shares of stock of any class or series from time to time, in one or more classes or series of preferred stock (“Preferred Stock”).
Section 5.4 Classified or Reclassified Shares. Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the
terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other charter document.
Section 5.5 Inspection of Books and Records. A stockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account or stock ledger or other specified documents of the Corporation shall have no right to make such inspection if the Board of Directors determines that such stockholder has an improper purpose for requesting such inspection.
Section 5.6 Charter and Bylaws. The rights of all stockholders of the Corporation, and the terms of all shares of stock in the Corporation, are subject to the provisions of the charter and the Bylaws. The Board of Directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws.
ARTICLE VI
AMENDMENTS; CERTAIN EXTRAORDINARY TRANSACTIONS
Section 6.1 Amendments Generally. The Corporation reserves the right from time to time to make any amendment to its charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the charter, of any shares of outstanding stock. All rights and powers conferred by the charter on stockholders, directors and officers are granted subject to this reservation.
Section 6.2 Approval of Certain Extraordinary Actions and Charter Amendments.
(a)Required Votes. The affirmative vote of the holders of shares entitled to cast at least 80 percent of the votes entitled to be cast on the matter, each voting as a separate class, shall be necessary to effect:
(i) Any amendment to the charter of the Corporation to make the Corporation’s Common Stock a “redeemable security” or to convert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);
(ii) The liquidation or dissolution of the Corporation and any amendment to the charter of the Corporation to effect any such liquidation or dissolution; and
(iii) Any amendment to Section 4.1, Section 4.2, Section 4.9, Section 6.1 or this Section 6.2;
provided, however, that, if the Continuing Directors (as defined herein), by a vote of at least two-thirds of such Continuing Directors, in addition to approval by the Board of Directors, approve such proposal or amendment, the affirmative vote of the holders of a majority of the votes entitled to be cast shall be required to approve such matter.
(b)Continuing Directors. “Continuing Directors” means the directors identified in Article IV, Section 4.1 and the directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of the Continuing Directors then on the Board.
ARTICLE VII
LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF EXPENSES
Section 7.1 Limitation of Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.
Section 7.2 Indemnification and Advance of Expenses. The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Corporation. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served
a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.
Section 7.3 1940 Act. The provisions of this Article VII shall be subject to the limitations of the 1940 Act applicable to the Corporation.
Section 7.4 Amendment or Repeal. Neither the amendment nor repeal of this Article VII, nor the adoption or amendment of any other provision of the charter or Bylaws inconsistent with this Article VII, shall apply to or affect in any respect the applicability of the preceding sections of this Article VII with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
THIRD: The amendment to and restatement of the charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
FOURTH: The current address of the principal office of the Corporation is as set forth in Article III of the foregoing amendment and restatement of the charter.
FIFTH: The name and address of the Corporation’s current resident agent is as set forth in Article III of the foregoing amendment and restatement of the charter.
SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article IV of the foregoing amendment and restatement of the charter.
SEVENTH:The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was 1,000, consisting of 1,000 shares of Common Stock, $.001 par value per share. The aggregate par value of all shares of stock having par value was $1.
EIGHTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 100,000,000 shares of Common Stock, $.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $100,000.
NINTH: The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this 28th day of September, 2004.
| | | | | | | | | | | |
ATTEST: | | ARES CAPITAL CORPORATION |
/s/ Kevin A. Frankel | |
By: |
/s/ Michael J. Arougheti (SEAL) |
Name: Kevin A. Frankel | | | Name: Michael J. Arougheti |
Title: Secretary | | | Title: President |
Exhibit 10.3
EXECUTION VERSION
This FIFTH AMENDMENT TO THE REVOLVING CREDIT AND SECURITY
AGREEMENT (this “Amendment”), dated as of April 20, 2023 (the “Amendment Date”), is entered into by and among ARCC FB FUNDING LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the LENDERS party to the Revolving Credit Agreement, BNP PARIBAS, as the administrative agent (the “Administrative Agent”), ARES CAPITAL CORPORATION, a Maryland corporation, as the equityholder (in such capacity, the “Equityholder”), ARES CAPITAL CORPORATION, a Maryland corporation, as the servicer (in such capacity, the “Servicer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. Bank National Association, as collateral agent (the “Collateral Agent”).
WHEREAS, the Borrower, the lenders from time to time party thereto, the Administrative Agent, the Equityholder, the Servicer and the Collateral Agent are party to the Revolving Credit and Security Agreement, dated as of June 11, 2020 (as amended from time to time prior to the date hereof, the “Revolving Credit Agreement”);
WHEREAS, the Relevant Recipients (as defined in Appendix A hereto) have received from the Borrower the transaction summary as set out in Schedule 10 in Appendix A hereto in accordance with Article 7(1)(c) of the Securitisation Regulation; and
WHEREAS, the parties hereto desire to amend the Revolving Credit Agreement, in accordance with Section 13.01(b) of the Revolving Credit Agreement subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.1. Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Revolving Credit Agreement.
ARTICLE II
Amendments to Revolving Credit Agreement
SECTION 2.1. As of the Amendment Date, the Revolving Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages attached as Appendix A hereto.
ARTICLE III
Representations and Warranties
SECTION 3.1. The Borrower and the Equityholder hereby represent and warrant to the Administrative Agent and the Lender that, as of the Amendment Date, (i) no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event has occurred and is continuing or shall occur on the Amendment Date after giving effect to this Amendment and the transaction contemplated hereby and (ii) the representations and warranties of the Borrower, the Servicer and the Equityholder contained in Sections 4.01, 4.02 and 4.03 of the Revolving Credit Agreement are true and correct in all material respects on and as of the Amendment Date (other than any representation and warranty that is made as of a specific date); provided that, to the extent that any such representation and warranty is otherwise qualified by materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects.
ARTICLE IV
Conditions Precedent
SECTION 4.1. This Amendment will be effective upon the satisfaction of each of the following conditions:
(a)the execution and delivery of this Amendment by the Borrower, the Lenders, the Administrative Agent, the Equityholder and the Servicer;
(b)all fees due and owing to the Administrative Agent and each Lender on or prior to the Amendment Date have been paid; and
(c)the Administrative Agent shall have received the executed legal opinion of Latham & Watkins LLP, counsel to the Borrower, in form and substance acceptable to the Administrative Agent in its reasonable discretion.
ARTICLE V
Miscellaneous
SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 5.2. Severability Clause. In case any provision in this Amendment is deemed to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 5.3. Ratification. Except as expressly amended hereby, the Revolving Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof will remain in full force and effect. All obligations under the Revolving Credit Agreement (as such obligations may be modified by this Amendment on the Amendment Date) shall continue to be valid, enforceable, and in full force and effect and shall not be impaired, in any respect, by the effectiveness of this Amendment. This Amendment shall form a part of the Revolving Credit Agreement for all purposes and reference to this specific Amendment need not be made in the Revolving Credit Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Revolving Credit Agreement, any reference in any of such items to the Revolving Credit Agreement being sufficient to refer to the Revolving Credit Agreement as amended hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a “Facility Document” and each reference in the Revolving Credit Agreement to “herein”, “hereunder” or words of like import referring to the Revolving Credit Agreement and each reference in any other Facility Document to “Revolving Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Revolving Credit Agreement” shall mean and be a reference to the Revolving Credit Agreement as amended hereby. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of or operate as a waiver of any right, power or remedy under the Revolving Credit Agreement or any of the other Facility Documents. This Amendment shall not constitute a novation of the obligations and liabilities of the parties under the Revolving Credit Agreement or the other Facility Documents as in effect on or prior to the Amendment Date.
SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission (including electronic signature pursuant to and in accordance with the Revolving Credit Agreement) is effective as delivery of a manually executed counterpart hereof. This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of such party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable; provided that no electronic signatures may be affixed through the use of a third-party service provider. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt,
original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and are not deemed to alter or affect the meaning or interpretation of any provisions hereof.
SECTION 5.6. Direction to Execute. The Administrative Agent hereby authorizes and directs the Collateral Agent to execute this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the Amendment Date.
| | | | | | | | |
| | BORROWER: |
| | |
| | ARCC FB FUNDING LLC |
| | |
| By: | /s/ Ian Fitzgerald |
| Name: | Ian Fitzgerald |
| Title: | Authorized Signatory |
[Fifth Amendment to Revolving Credit and Security Agreement]
| | | | | | | | |
| | EQUITYHOLDER: |
| | |
| | ARES CAPITAL CORPORATION, |
| | as Equityholder |
| | |
| | |
| By: | /s/ Ian Fitzgerald |
| Name: | Ian Fitzgerald |
| Title: | Authorized Signatory |
[Fifth Amendment to Revolving Credit and Security Agreement]
| | | | | | | | |
| | SERVICER: |
| | |
| | ARES CAPITAL CORPORATION, |
| | as Servicer |
| | |
| | |
| By: | /s/ Ian Fitzgerald |
| Name: | Ian Fitzgerald |
| Title: | Authorized Signatory |
[Fifth Amendment to Revolving Credit and Security Agreement]
| | | | | | | | |
| | ADMINISTRATIVE AGENT: |
| | |
| | BNP PARIBAS, |
| | as Administrative Agent |
| | |
| | |
| By: | /s/ Meredith Middleton |
| Name: | Meredith Middleton |
| Title: | Managing Director |
| | |
| | |
| By: | /s/ Sohaib Naim |
| Name: | Sohaib Naim |
| Title: | Director |
| | |
[Fifth Amendment to Revolving Credit and Security Agreement]
| | | | | | | | |
| | LENDER: |
| | |
| | BNP PARIBAS, |
| | as Lender |
| | |
| | |
| By: | /s/ Meredith Middleton |
| Name: | Meredith Middleton |
| Title: | Managing Director |
| | |
| | |
| By: | /s/ Sohaib Naim |
| Name: | Sohaib Naim |
| Title: | Director |
| | |
[Fifth Amendment to Revolving Credit and Security Agreement]
| | | | | | | | |
| | U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION, as Collateral Agent |
| | |
| | |
| | |
| By: | /s/ Ralph J. Creasia Jr. |
| Name: | Ralph J. Creasia Jr. |
| Title: | Senior Vice President |
[Fifth Amendment to Revolving Credit and Security Agreement]
APPENDIX A
[Revolving Credit Agreement]
EXECUTION VERSION
Conformed through FourthFifth Amendment, dated January 9April 20, 2023
REVOLVING CREDIT AND SECURITY AGREEMENT
among
ARCC FB FUNDING LLC,
as Borrower,
THE LENDERS FROM TIME TO TIME PARTIES HERETO, BNP PARIBAS,
as Administrative Agent,
ARES CAPITAL CORPORATION,
as Equityholder,
ARES CAPITAL CORPORATION,
as Servicer, and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Agent
Dated as of June 11, 2020
THIS AGREEMENT PROVIDES FOR AN UNCOMMITTED FACILITY. ALL ADVANCES ARE DISCRETIONARY ON THE PART OF THE LENDERS IN THEIR SOLE AND ABSOLUTE DISCRETION.
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS
| | | | | | | | |
SECTION 1.01 Definitions | | 1 | |
SECTION 1.02 Rules of Construction | | 55 54 |
SECTION 1.03 Computation of Time Periods | | 56 55 |
SECTION 1.04 Collateral Value Calculation Procedures | | 56 55 |
ARTICLE II
ADVANCES
| | | | | | | | |
SECTION 2.01 Revolving Credit Facility | | 58 57 |
SECTION 2.02 Requests for Collateral Loan Approval | | 58 |
SECTION 2.03 Making of the Advances | | 60 59 |
SECTION 2.04 Evidence of Indebtedness | | 61 60 |
SECTION 2.05 Payment of Principal and Interest | | 61 |
SECTION 2.06 Prepayment of Advances | | 62 61 |
SECTION 2.07 Changes of Individual Lender Maximum Funding Amounts | | 63 62 |
SECTION 2.08 Maximum Lawful Rate | | 63 |
SECTION 2.09 Several Obligations | | 64 63 |
SECTION 2.10 Increased Costs | | 64 63 |
SECTION 2.11 Compensation; Breakage Amounts | | 65 64 |
SECTION 2.12 Inability to Determine Rates | | 66 65 |
SECTION 2.13 Rescission or Return of Payments | | 66 65 |
SECTION 2.14 Post-Default Interest | | 66 |
SECTION 2.15 Payments Generally | | 67 66 |
SECTION 2.16 Extension of Facility Termination Date | | 68 67 |
SECTION 2.17 Defaulting Lenders | | 68 67 |
SECTION 2.18 Benchmark Replacement Setting | | 67 68 |
ARTICLE III
CONDITIONS PRECEDENT
| | | | | | | | |
SECTION 3.01 Conditions Precedent to Initial Advance | | 73 72 |
SECTION 3.02 Conditions Precedent to Each Advance | | 75 74 |
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
| | | | | | | | |
SECTION 4.01 Representations and Warranties of the Borrower | | 76 75 |
SECTION 4.02 Representations and Warranties of the Servicer | | 80 |
SECTION 4.03 Representations and Warranties of the Equityholder | | 83 82 |
ARTICLE V
COVENANTS
| | | | | | | | |
SECTION 5.01 Affirmative Covenants of the Borrower | | 85 84 |
SECTION 5.02 Covenants of the Servicer | | 90 89 |
SECTION 5.03 Negative Covenants of the Borrower | | 93 92 |
SECTION 5.04 Covenants of the Equityholder | | 95 |
SECTION 5.05 Certain Undertakings Relating to Separateness | | 96 |
ARTICLE VI
EVENTS OF DEFAULTS
| | | | | | | | |
SECTION 6.01 Events of Default | | 97 96 |
SECTION 6.02 OC Ratio Breach Cures | | 100 99 |
ARTICLE VII
PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL AGENT
| | | | | | | | |
SECTION 7.01 Grant of Security | | 100 |
SECTION 7.02 Release of Security Interest | | 101 |
SECTION 7.03 Rights and Remedies | | 102 101 |
SECTION 7.04 Remedies Cumulative | | 105 104 |
SECTION 7.05 Related Documents | | 105 104 |
SECTION 7.06 Borrower Remains Liable | | 105 104 |
SECTION 7.07 Protection of Collateral | | 105 |
ARTICLE VIII
ACCOUNTS, ACCOUNTINGS AND RELEASES
| | | | | | | | |
SECTION 8.01 Collection of Money | | 106 |
SECTION 8.02 Collateral Account and Collection Account | | 107 106 |
SECTION 8.03 Payment Account | | 108 107 |
SECTION 8.04 The Revolving Reserve Account; Fundings | | 108 107 |
SECTION 8.05 [Reserved] | | 109 108 |
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| | | | | | | | |
SECTION 8.06 Reinvestment of Funds in Covered Accounts; Reports by Collateral Agent | | 109 108 |
SECTION 8.07 Accountings | | 110 109 |
SECTION 8.08 Release of Collateral | | 111 |
SECTION 8.09 Reports by Independent Accountants | | 112 111 |
ARTICLE IX
APPLICATION OF MONIES
| | | | | | | | |
SECTION 9.01 Disbursements of Monies from Payment Account | | 113 112 |
| | |
ARTICLE X
SALE OF COLLATERAL LOANS;
PURCHASE OF ADDITIONAL COLLATERAL LOANS
| | | | | | | | |
SECTION 10.01 Sales of Collateral Loans | | 117 116 |
SECTION 10.02 Purchase of Additional Collateral Loans | | 122 121 |
SECTION 10.03 Conditions Applicable to All Sale and Purchase Transactions | | 122 121 |
SECTION 10.04 Additional Equity Contributions | | 123 122 |
ARTICLE XI
ADMINISTRATION AND SERVICING OF CONTRACTS
| | | | | | | | |
SECTION 11.01 Appointment and Designation of the Servicer | | 123 122 |
SECTION 11.02 Duties of the Servicer | | 125 124 |
SECTION 11.03 Authorization of the Servicer | | 127 126 |
SECTION 11.04 Collection Efforts, Modification of Collateral | | 128 127 |
SECTION 11.05 Servicer Compensation and Expenses | | 128 127 |
SECTION 11.06 The Servicer Not to Resign | | 128 |
ARTICLE XI
THE AGENTS
| | | | | | | | |
SECTION 12.01 Authorization and Action | | 129 128 |
SECTION 12.02 Delegation of Duties | | 130 129 |
SECTION 12.03 Agents' Reliance, Etc. | | 130 |
SECTION 12.04 Indemnification | | 133 132 |
SECTION 12.05 Successor Agents | | 133 132 |
SECTION 12.06 The Collateral Agent | | 134 133 |
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ARTICLE XIII
MISCELLANEOUS
| | | | | | | | |
SECTION 13.01 No Waiver; Modifications in Writing | | 136 135 |
SECTION 13.02 Notices, Etc | | 137 136 |
SECTION 13.03 Taxes | | 138 137 |
SECTION 13.04 Costs and Expenses; Indemnification | | 142 141 |
SECTION 13.05 Execution in Counterparts | | 144 143 |
SECTION 13.06 Assignability | | 144 143 |
SECTION 13.07 Governing Law | | 146 145 |
SECTION 13.08 Severability of Provisions | | 146 145 |
SECTION 13.09 Confidentiality | | 146 |
SECTION 13.10 Merger | | 147 146 |
SECTION 13.11 Survival | | 147 146 |
SECTION 13.12 Submission to Jurisdiction; Waivers; Etc. | | 147 |
SECTION 13.13 Waiver of Jury Trial | | 149 148 |
SECTION 13.14 Right of Setoff; Payments Pro Rata | | 149 148 |
SECTION 13.15 PATRIOT Act Notice | | 149 |
SECTION 13.16 Legal Holidays | | 150 149 |
SECTION 13.17 Non-Petition | | 150 149 |
SECTION 13.18 Waiver of Setoff | | 150 |
SECTION 13.19 Collateral Agent Execution and Delivery | | 150 |
SECTION 13.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions | | 151 150 |
SECTION 13.21 WAIVER OF SOVEREIGN IMMUNITY | | 151 150 |
SECTION 13.22 Securitisation Regulation Requirements | | 151 |
SECTION 13.23 Adequacy of Monetary Damages Against the Lenders | | 153 152 |
SECTION 13.24 EU Transparency Requirements | | 153 152 |
SCHEDULES
| | | | | | | | |
SCHEDULE 1 | | Initial Individual Lender Maximum Funding Amounts and Percentages |
SCHEDULE 2 | | [Reserved] |
SCHEDULE 3 | | Initial Collateral Loans |
SCHEDULE 4 | | Industry Classifications |
SCHEDULE 5 | | Notice Information |
SCHEDULE 6 | | Authorized Signatories |
SCHEDULE 7 | | Diversity Score |
SCHEDULE 8 | | [Reserved] |
SCHEDULE 9 | | Initial Asset List |
SCHEDULE 10 | | Transaction Summary |
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any particular provision hereof to any such Affected Person is otherwise expressly excluded herein).
“Affiliate” means, in respect of a referenced Person at any time, another Person Controlling, Controlled by or under common Control with such referenced Person but which shall not, with respect to the Borrower, include the Obligors under any Collateral Loan; provided that (a) an Obligor will not be considered an “Affiliate” of any other Obligor solely due to the fact that each such Obligor is under the control of the same financial sponsor and (b) Obligors in respect of Collateral Loans shall be deemed not to be “Affiliates” if they have distinct corporate family ratings and/or distinct issuer credit ratings; provided that, for the purposes of Section 5.03(h), Section 10.01(a) and Section 10.03 of this Agreement, the term “Affiliate” shall not include any Excluded Affiliate.
“Agent” or “Agents” means the Administrative Agent and the Collateral Agent, collectively or individually, as the context requires.
“Aggregate Adjusted Collateral Balance” means, as of any date of determination, an amount equal to the sum of the Dollar Equivalent of the Adjusted Principal Balances of all Collateral Loans in the Collateral (including each potential Collateral Loan that the Borrower has entered into a binding commitment to purchase that has not yet settled) on such date, after giving effect to all Collateral Loans added to and removed from the Collateral on such date.
“Aggregate Class 1 Net Collateral Balance” means, as of any date of determination, an amount equal to the portion of the Aggregate Net Collateral Balance allocable to Class 1 Loans as of such date of determination.
“Aggregate Class 2 Net Collateral Balance” means, as of any date of determination, an amount equal to the portion of the Aggregate Net Collateral Balance allocable to Class 2 Loans as of such date of determination.
“Aggregate Class 3 Net Collateral Balance” means, as of any date of determination, an amount equal to the portion of the Aggregate Net Collateral Balance allocable to Class 3 Loans as of such date of determination.
“Aggregate Net Collateral Balance” means, as of any date of determination, the Aggregate Adjusted Collateral Balance minus the Excess Concentration Amount, in each case, as of such date of determination.
“Aggregate Principal Balance” means, when used with respect to all or a portion of the Collateral Loans, the sum of the Principal Balances of all or of such portion of such Collateral Loans.
“Agreement” means this Revolving Credit and Security Agreement.
“Applicable Law” means, for any Person, any Law of any Governmental Authority, including all federal and state banking or securities laws, to which the Person in question is subject or by which it or any of its assets or properties are bound.
“AUP Report Date” has the meaning assigned to such term in Section 8.09.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union (as amended or re-enacted) establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). For the purposes of this definition, a reference to “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation.
“Bankruptcy Code” means the United States Bankruptcy Code, Title 11, United States Code §§101 et seq., or foreign bankruptcy, insolvency, receivership or similar law from time to time in effect and affecting the rights of creditors generally.
“Base Rate” means, on any date, a fluctuating interest rate per annum equal to the highest of (a) the Prime Rate or (b) the Federal Funds Rate plus 0.50%. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer of any Agent or any Lender. Interest calculated pursuant to clause (a) above will be determined based on a year of 365 or 366 days, as applicable, and actual days elapsed. Interest calculated pursuant to clause (b) above will be determined based on a year of 360 days and actual days elapsed. If the calculation of the Base Rate results in a Base Rate of less than zero (0), the Base Rate shall be deemed to be zero (0) for all purposes hereunder.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18(a).
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“BNP” has the meaning assigned to such term in the introduction to this Agreement.
“Borrower” has the meaning assigned to such term in the introduction to this Agreement.
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” hereunder regardless of the date of effectiveness.
“Change of Control” means an event or series of events by which (A)(i) the Equityholder or its Affiliates, collectively, ceases to possess, directly or indirectly, the right to elect or appoint (through contract, ownership of voting securities, or otherwise) directors that at all times have a majority of the votes of the board of directors (or similar governing body) of the Borrower or to direct the management policies and decisions of the Borrower or (ii) the Equityholder or its Affiliates ceases, directly or indirectly, to own and control legally and beneficially all of the equity interests of the Borrower or (B) Ares Capital Management LLC or its Affiliates shall cease to be the investment advisor of the Equityholder.
“Class” means the Class 1 Advances, the Class 2 Advances or the Class 3 Advances, as the context requires.
“Class 1” means, at any time, all Class 1 Loans at such time.
“Class 1 Advance” means each Advance allocated to Class 1 pursuant to, and in accordance with, this Agreement.
“Class 1 Borrowing Base” means, at any time and date, an amount equal to the sum of (i) the Dollar Equivalent of the amounts in the Principal Collection Subaccount, (ii) an amount equal to the product of (x) the Weighted Average Class 1 Advance Rate as of such date (excluding any Sale Settlement Pending Collateral for the Class 1 Loans from the calculation of the Weighted Average Class 1 Advance Rate), (y) the Aggregate Class 1 Net Collateral Balance as of such date (excluding any Sale Settlement Pending Collateral for the Class 1 Loans from the calculation of the Aggregate Class 1 Net Collateral Balance) and (z) the Portfolio Advance Rate Adjustment as of such date and (iii) the aggregate sale price (expressed in Dollars) of any Sale Settlement Pending Collateral for the Class 1 Loans as of such date.
“Class 1 Loan” means any Collateral Loan (a) that, as of the Trade Date of such Collateral Loan, has a tranche size of at least the Dollar Equivalent of $400,000,000 and (b) the relevant Obligor of which has EBITDA of at least the Dollar Equivalent of $100,000,000 as calculated in accordance with the Related Documents as of the Trade Date of such Collateral Loan.
“Class 1 Minimum OC Coverage Test” means, as of any date, a test that is satisfied if the Class 1 OC Ratio as of such date is equal to or greater than 1.00:1.00.
“Class 1 OC Ratio” means, as of any Business Day, the ratio of (a) the Class 1 Borrowing Base to (b) the sum of (x) the aggregate outstanding principal balance of the Class 1 Advances and (y) the Dollar Equivalent of the aggregate purchase price of all Class 1 Loans for which the Borrower has entered into a binding commitment to purchase that have not yet settled.
“Class 2” means, at any time, all Class 2 Loans at such time.
“Class 2 Advance” means each Advance allocated to Class 2 pursuant to, and in accordance with, this Agreement.
“Class 2 Borrowing Base” means, at any time and date, an amount equal to the sum of (i) the Dollar Equivalent of the amounts in the Principal Collection Subaccount, (ii) an amount equal to the product of (x) the Weighted Average Class 2 Advance Rate as of such date (excluding any Sale Settlement Pending Collateral for the Class 2 Loans from the calculation of the Weighted Average Class 2 Advance Rate), (y) the Aggregate Class 2 Net Collateral Balance as of such date (excluding any Sale Settlement Pending Collateral for the Class 2 Loans from the calculation of the Aggregate Class 2 Net Collateral Balance) and (z) the Portfolio Advance Rate Adjustment as of such date and (iii) the aggregate sale price (expressed in Dollars) of any Sale Settlement Pending Collateral for the Class 2 Loans as of such date.
“Class 2 Loan” means a Collateral Loan (a) that is not a Class 1 Loan and (b) the relevant Obligor of which has EBITDA of at least the Dollar Equivalent of $35,000,000 as calculated in accordance with the Related Documents as of the Trade Date of such Collateral Loan.
“Class 2 Minimum OC Coverage Test” means, as of any date, a test that is satisfied if the Class 2 OC Ratio as of such date is equal to or greater than 1.00:1.00.
“Class 2 OC Ratio” means, as of any Business Day, the ratio of (a) the Class 2 Borrowing Base to (b) the sum of (x) the aggregate outstanding principal balance of the Class 2 Advances and (y) the Dollar Equivalent of the aggregate purchase price of all Class 2 Loans for which the Borrower has entered into a binding commitment to purchase that have not yet settled.
“Class 3” means, at any time, all Class 3 Loans at such time.
“Class 3 Advance” means each Advance allocated to Class 3 pursuant to, and in accordance with, this Agreement.
“Class 3 Borrowing Base” means, at any time and date, an amount equal to the sum of (i) the Dollar Equivalent of the amounts in the Principal Collection Subaccount, (ii) an amount equal to the product of (x) the Weighted Average Class 3 Advance Rate as of such date (excluding any Sale Settlement Pending Collateral for the Class 3 Loans from the calculation of the Weighted Average Class 3 Advance Rate), (y) the Aggregate Class 3 Net Collateral Balance as of such date (excluding any Sale Settlement Pending Collateral for the Class 3 Loans from the calculation of the Aggregate Class 3 Net Collateral Balance) and (z) the Portfolio Advance Rate Adjustment as of such date and (iii) the aggregate sale price (expressed in Dollars) of any Sale Settlement Pending Collateral for the Class 3 Loans as of such date.
“Class 3 Loan” means a Collateral Loan (a) that is not a Class 1 Loan or a Class 2 Loan and (b) the relevant Obligor of which has an EBITDA of less than the Dollar Equivalent of
$35,000,000 as calculated in accordance with the Related Documents as of the Trade Date of such Collateral Loan.
“Class 3 Minimum OC Coverage Test” means, as of any date, a test that is satisfied if the Class 3 OC Ratio as of such date is equal to or greater than 1.00:1.00.
“Class 3 OC Ratio” means, as of any Business Day, the ratio of (a) the Class 3 Borrowing Base to (b) the sum of (x) the aggregate outstanding principal balance of the Class 3 Advances and (y) the Dollar Equivalent of the aggregate purchase price of all Class 3 Loans for which the Borrower has entered into a binding commitment to purchase that have not yet settled.
“Class Minimum OC Coverage Test” means the Class 1 Minimum OC Coverage Test, the Class 2 Minimum OC Coverage Test or the Class 3 Minimum OC Coverage Test, as applicable.
“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.
“Clearing Corporation” means each entity included within the meaning of “clearing corporation” under Section 8-102(a)(5) of the UCC.
“Clearing Corporation Security” means securities which are in the custody of or maintained on the books of a Clearing Corporation or a nominee subject to the control of a Clearing Corporation and, if they are Certificated Securities in registered form, properly endorsed to or registered in the name of the Clearing Corporation or such nominee.
“Closing Date” means June 11, 2020.
“Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning assigned to such term in Section 7.01(a).
“Collateral Account” has the meaning assigned to such term in Section 8.02(a)(i).
“Collateral Agent” has the meaning assigned to such term in the introduction to this Agreement.
“Collateral Agent Fee Letter” means the fee letter between the Collateral Agent and the Borrower setting forth the fees and other amounts payable by the Borrower to the Collateral Agent, the Custodian and the Securities Intermediary under the Facility Documents, in connection with the transactions contemplated by this Agreement.
“Collateral Interest Amount” means, as of any date of determination, without duplication, the sum of (a) the aggregate amount of Interest Proceeds that has been received or that is expected to be received (other than Interest Proceeds expected to be received from Defaulted Collateral Loans and Ineligible Collateral Loans) and (b) the aggregate amount of Interest Proceeds that the Servicer has determined, in accordance with the Servicing Standard, are likely to be received from Defaulted Collateral Loans and Ineligible Collateral Loans, in each case, during the Collection Period (and, if such Collection Period does not end on a Business Day, the next succeeding Business Day) in which such date of determination occurs.
“Collateral Loan” means a loan, debt obligation, debt security or participation therein acquired by the Borrower.
“Collateral Loan Buy Confirmation” means with respect to any Collateral Loan, documentation evidencing, in reasonable detail, the Borrower’s acquisition of such Collateral Loan, and which shall identify at least the obligor, price and the Principal Balance of such Collateral Loan.
“Collateral Quality Test” means a test that is satisfied as of any Business Day on or after the date that is three (3) months after the Closing Date if, in the aggregate, the Collateral Loans owned (or, in relation to a proposed purchase of a Collateral Loan, both owned and proposed to be owned) by the Borrower satisfy the Maximum Weighted Average Life Test (or in relation to a proposed purchase after the date that is three (3) months after the Closing Date, if not in compliance, the test is maintained or improved after giving effect to any purchase or sale effected on any such Business Day) (i) the Maximum Weighted Average Life Test and (ii) the Minimum Weighted Average Spread Test, calculated in accordance with Section 1.04.
“Collection Account” has the meaning assigned to such term in Section 8.02(a)(ii), including the Principal Collection Subaccount, the Interest Collection Subaccount, the CAD Collection Account, the EUR Collection Account and the GBP Collection Account.
“Collection Date” means the date on which the aggregate outstanding principal amount of the Advances have been repaid in full and all Interest and fees and all other Obligations (other than contingent indemnification and reimbursement obligations which are unknown, unmatured and/or for which no claim giving rise thereto has been asserted) have been paid in full, and the Borrower shall have no further right to request any additional Advances.
“Collection Period” means, with respect to any Payment Date, the monthly period from and including the date on which the first Advance is made hereunder to but excluding the first Collection Period Start Date following the date of such Advance and each successive monthly period from and including a Collection Period Start Date to but excluding the immediately succeeding Collection Period Start Date or, in the case of the Collection Period immediately preceding the Final Maturity Date or the Collection Period immediately preceding an optional prepayment in whole of the Advances, ending on the day preceding the Final Maturity Date or the date of such prepayment, respectively.
“Collection Period Start Date” means the first calendar day of each month of each year (or, if any such date is not a Business Day, the immediately succeeding Business Day), commencing in July 2020.
“Collections” means all cash collections, distributions, payments or other amounts received, or to be received, by the Borrower from any Person in respect of any Collateral Loan constituting Collateral, including all principal, interest, fees, distributions and redemption and withdrawal proceeds payable to the Borrower under or in connection with any such Collateral Loans and all Proceeds from any sale or disposition of any such Collateral Loans.
“Competent Authority” has the meaning given to it in the Securitisation
Regulation.
“Concentration Calculation Amount” means (a) from the Closing Date to the date that is the six-month anniversary of the Closing Date, the greater of (i) the Maximum Portfolio Amount and (ii) the Aggregate Adjusted Collateral Balance (after giving effect to any proposed purchase of Collateral Loans) and (b) after the date that is the six-month anniversary of the Closing Date, the Aggregate Adjusted Collateral Balance.
“Concentration Limitations” means, as of any date of determination, the following limitations (calculated without duplication) as applied to the Eligible Collateral Loans owned (or, in relation to a proposed purchase of an Eligible Collateral Loan, proposed to be owned, with respect to which, if such purchase results in noncompliance with the limitations, the relevant requirements must be maintained or improved after giving effect to the purchase) by the Borrower, unless a waiver is provided in writing by the Administrative Agent specifying the agreed treatment of such Collateral Loan or Concentration Limitation:
(a)not more than 15.0010.00% of the Concentration Calculation Amount may consist of First Lien Last Out Loans or Second Lien Loans;
(b)not more than 10.007.00% of the Concentration Calculation Amount may consist of Second Lien Loans;
(c)(i) not more than 20.00% of the Concentration Calculation Amount may consist of Class 1 Loans and Class 2 Loans that are Cov-Lite Loans and (ii) not more than 10.00% of the Concentration Calculation Amount may consist of Class 2 Loans that are Cov-Lite Loans;
(d)not less than 80.0085.00% of the Concentration Calculation Amount may consist of Collateral Loans denominated in Dollars;
(e)not less than 80.0085.00% of the Concentration Calculation Amount may consist of Collateral Loans the Obligors of which have their headquarters in, a principal place of business in or are organized, formed or incorporated in the United States;
(f)not more than 10.00% of the Concentration Calculation Amount may consist of Revolving Collateral Loans or Delayed Drawdown Collateral Loans;
(g)not more than 5.00% of the Maximum Portfolio Amount may consist of Collateral Loans (other than Second Lien Loans, Recurring Revenue Loans and First Lien Last Out Loans) that are issued by any Obligor and its Affiliates, except that Collateral Loans (other than Second Lien Loans, Recurring Revenue Loans and First Lien Last Out Loans) that are issued by the twothree largest Obligors and their respective Affiliates may each consist of up to 10.00% and 7.50% of the Maximum Portfolio Amount, respectively;
(h)not more than 7.50% of the Concentration Calculation Amount may consist of Collateral Loans that are issued by Obligors and their Affiliates that belong to any single Industry Classification, except that (i) up to 25.00% may consist of Collateral Loans with Obligors and their Affiliates in the largest Industry Classification, (ii) up to
20.00% may consist of Collateral Loans with Obligors and their Affiliates in the second largest Industry Classification, (iii) up to 15.00% may consist of Collateral Loans with Obligors and their Affiliates in the third largest Industry Classification and (iv) up to 10.00% may consist of Collateral Loans with Obligors and their Affiliates in each of the fourth and fifth largest Industry Classifications;
(i)not more than 5.00% of the Concentration Calculation Amount may consist of Fixed Rate Loans;
(j)not more than 10.00% of the Concentration Calculation Amount may consist of Partial PIK Loans; and
(k)not more than 10.00% of the Concentration Calculation Amount may consist of Recurring Revenue Loans.
“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption, or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Accrual Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing request or prepayment, conversion or continuance notices, the applicability and length of lookback periods, the applicability of any breakage payments under Section 2.11 and other technical, administrative or operational matters) that the Administrative Agent in consultation with the Borrower, decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practices (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of the Agreement and the other Facility Documents).
“Constituent Documents” means, in respect of any Person, the certificate or articles of formation or organization, the limited liability company agreement, operating agreement, partnership agreement, joint venture agreement or other applicable agreement of formation or organization (or equivalent or comparable constituent documents) and other organizational documents and by-laws and any certificate of incorporation, certificate of formation, certificate of limited partnership and other agreement, similar instrument filed or made in connection with its formation or organization, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
“Contribution Notice” has the meaning assigned to such term in Section 10.04(a). “Control” means the direct or indirect possession of the power to vote 5020% or
more of the voting securities of such Person or the power to direct or cause the direction of the management or policies of a Person, whether through ownership, by contract, arrangement or
understanding, or otherwise. “Controlled” and “Controlling” have the meaning correlative thereto.
“Cov-Lite Loan” means a loan that does not (I) contain any financial covenants or
(II) require the related Obligor of such loan to comply with any maintenance covenant; provided that a loan described in clause (I) or (II) above that either (i) contains a cross-default provision to, or (ii) is pari passu with, another loan of the Obligor that requires the Obligor to comply with a maintenance covenant will be deemed not to be a Cov-Lite Loan. For the avoidance of doubt, a loan that is capable of being described in clause (I) or (II) above only (x) until the expiration of a period of twelve months or less after the initial issuance thereof or (y) for so long as there is no funded balance in respect thereof, in each case as set forth in the applicable Related Documents, will be deemed not to be a Cov-Lite Loan.
“Covered Account” means each of the Collection Accounts (including the Interest Collection Subaccount, the Principal Collection Subaccount, the CAD Collection Account, the EUR Collection Account and the GBP Collection Account), the Payment Account, the Collateral Account, the Revolving Reserve Account and any other account established by the Borrower at the Securities Intermediary with the consent of the Administrative Agent and subject to the Lien of the Collateral Agent and subject to an agreement establishing “control” (as used in the UCC) over such account in favor of the Collateral Agent pursuant to the terms of the Facility Documents.
“Covered Entity” means any of the following:
(a)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(b)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(c)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party” has the meaning set forth in Section 13.25.
“Custodian” means U.S. Bank National Association in its capacity as custodian under the Custodian Agreement, and any successor thereto under the Custodian Agreement.
“Custodian Agreement” means that certain Custodian Agreement, dated as of the Closing Date, among the Custodian, the Borrower and the Collateral Agent.
“Data File” has the meaning assigned to such term in Section 8.07(b).
“Default” means any event which, with the passage of time, the giving of notice, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Defaulted Collateral Loan” means any Collateral Loan as to which at any time:
(a)a default as to all or any portion of one or more payments of principal and/or interest (including a failure of a selling institution to pay amounts due and payable to the Borrower with respect to the related participation) has occurred after the earlier of
(i) any grace period applicable thereto and (ii) five (5) Business Days, in each case, past the applicable due date;
(b)a default (other than a default described in clause (a) of this definition) has occurred under the applicable Related Documents and for which the Borrower (or the agent or required lenders pursuant to the applicable Related Documents, as applicable) has elected to exercise any of its rights or remedies under the applicable Related Documents (including acceleration, foreclosing on collateral or the imposition of default pricing (for the avoidance of doubt, excluding any default pricing that occurs automatically without election pursuant to the terms of the applicable Related Documents, subject to agreement by the Administrative Agent));
(c)any portion of principal and/or interest payable thereunder has been waived or forgiven by the holders of such obligation; or
(d)a Revaluation Event under clauses (c) or (f) of the definition thereof has occurred.
“Defaulting Lender” means, at any time, any Lender that (a) has failed for three
(3) or more Business Days after a Borrowing Date to fund its portion of an Advance required pursuant to the terms of this Agreement (other than failures to fund as a result of a bona fide dispute as to whether the conditions to borrowing were satisfied on the relevant Borrowing Date), (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdiction, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization
denominated in a currency other than Dollars, the Dollar equivalent of such amount determined by (1) the Servicer so long as no Event of Default exists either prior to or after giving effect to such conversion or (2) if an Event of Default exists, the Administrative Agent, by reference to
(x) for an actual currency exchange, the applicable currency-Dollar spot rate obtained by the Servicer or the Administrative Agent, as applicable, through customary banking channels, including, without limitation, any spot rate published by the Custodian or (y) for all other purposes, the applicable currency-Dollar spot rate that appeared on the Bloomberg screen for such currency at the end of the immediately preceding Business Day.
“Dollars” and “$” mean lawful money of the United States of America.
“Due Date” means each date on which any payment is due on a Collateral Loan in accordance with its terms.
“EBITDA” means, with respect to any Relevant Test Period and the Obligor of any Collateral Loan, the meaning of the term “Adjusted EBITDA,” the term “EBITDA” or any comparable definition in the Related Documents for such period and Collateral Loan (or, in the case of a Collateral Loan for which the Related Documents have not been executed, as set forth in the relevant marketing materials or financial model in respect of such Collateral Loan) as determined in the good faith discretion of the Servicer, and, in any case that the term “Adjusted EBITDA,” the term “EBITDA” or such comparable definition is not defined in such Related Documents, an amount, for the principal Obligor thereunder and any of its parents or subsidiaries that are obligated as guarantor pursuant to the Related Documents for such Collateral Loan (determined on a consolidated basis without duplication in accordance with GAAP (and also on a pro forma basis as determined in good faith by the Servicer in case of any acquisitions)) equal to earnings from continuing operations for such period plus interest expense, income taxes, depreciation and amortization for such period, other non-cash charges and organization costs, extraordinary, one-time and/or non-recurring losses or charges, any other customary add-backs for similarly situated obligors the Servicer deems to be appropriate and any other item the Servicer and the Administrative Agent mutually deem to be appropriate.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, the United Kingdom, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Spread” means, with respect to (x) any floating rate Collateral Loan that bears interest based on Term SOFR, the current per annum rate at which it pays interest
(including, without duplication, any upward or downward adjustment to such rate in accordance with the underlying instrument, including any upward or downward spread adjustment related to a change in the Benchmark) in excess of the Benchmark or (y) any floating rate Collateral Loan that bears interest based on a floating rate index other than Term SOFR (so long as the Benchmark is based on Term SOFR), the then-current base rate applicable to such floating rate Collateral Loan plus the rate at which such floating rate Collateral Loan pays interest (including, without duplication, any upward or downward adjustment to such rate in accordance with the underlying instrument, including any upward or downward spread adjustment related to a change in the applicable base rate) in excess of such base rate minus the Benchmark; provided, that the Effective Spread of any floating rate Collateral Loan will (i) be deemed to be zero, to the extent that the Borrower or the Servicer has actual knowledge that no payment of cash interest on such floating rate Collateral Loan will be made by the obligor thereof during the applicable due period, and (ii) not include any non-cash interest; provided further that for purposes of this definition, the interest rate spread shall be deemed to be, with respect to any floating rate Collateral Loan that has the Benchmark floor, (i) the stated interest rate spread (including, without duplication, any upward or downward adjustment to such rate in accordance with the underlying instrument, including any upward or downward spread adjustment related to a change in the Benchmark) plus, (ii) if positive, (a) the Benchmark floor value minus (b) the Benchmark as in effect for the current Interest Accrual Period.
“Eligible Collateral Loan” means, as of any date of determination, a Collateral Loan that meets each of the following criteria:
(a)it is (i) a First Lien Loan, (ii) a Second Lien Loan or (iii) a First Lien Last Out Loan;
(b)if such Collateral Loan is a Class 3 Loan, it is not a Cov-Lite Loan;
(c)except in the case of a Recurring Revenue Loan, as of the date the Borrower acquired such Collateral Loan, the Obligor of such Collateral Loan has a minimum EBITDA of the Dollar Equivalent of $10,000,000 as determined in the good faith discretion of the Servicer, evidence of which is agreed to by the Administrative Agent;
(d)it was acquired by the Borrower for a price of not less than 85% of its Principal Balance;
(e)it is not a Defaulted Collateral Loan at the time of acquisition by the Borrower;
(f)it is denominated in a Permitted Currency and does not permit the currency or country in which such Collateral Loan is payable to be changed except to another Permitted Currency;
(g)the relevant Obligor’s principal place of business and/or incorporation, formation or organization and/or headquarters are in an Eligible Country;
(h)the Related Documents for such Collateral Loan are governed by the laws of the United States, Canada, the United Kingdom or a member state of the European Union;
(i)it is not a credit linked note or underwritten as a single purpose real estate loan or principally secured by real property;
(j)it does not constitute Margin Stock and is not by its terms convertible into or exchangeable for an equity security at the option of either the Borrower thereof or the holder, and it does not have attached warrants to purchase equity securities;
(k)it has an original term to maturity of not more than eight (8.0) years;
(l)it has been approved by the Administrative Agent in its sole discretion;
(m)the Related Documents for such Collateral Loan permit the pledge to the Collateral Agent by the Borrower;
(n)the Related Documents for such Collateral Loan provide for payments that do not, at the time the obligation is acquired, subject to the Borrower to withholding tax or other similar taxes, unless the related Obligor is required to make “gross-up” payments that ensure that the net amount actually received by the Borrower (after payment of all taxes, whether imposed on such Obligor or the Borrower) will equal the full amount that the Borrower would have received had no such taxes been imposed;
(o)it is capable of being sold, assigned or participated to the Borrower, together with any associated security, without any breach of applicable selling restrictions, any contractual provisions or any legal or regulatory requirements and the Borrower does not require any authorizations, consents, approvals or filings (other than such as have been obtained or effected) as a result of or in connection with any such sale, assignment or participation under any Applicable Law;
(p)it is not subject to a tender offer from the related Obligor other than (A) a Permitted Offer or (B) an exchange offer in which a security is exchanged for a security that would otherwise qualify for purchase herein;
(q)it is not a Structured Finance Obligation, a Zero Coupon Obligation or a Synthetic Security;
(r)it is not a PIK Loan, unsecured senior loan or Mezzanine Obligation;
(s)it is not a project, shipping/aircraft or infrastructure/construction financing;
(t)the relevant the Obligor of such Collateral Loan is not a Governmental Authority;
(u)the Obligor of such Collateral Loan is not a commodity trader and producer, oil field services company or other entity highly exposed to commodity price/volume risk;
(v)the Obligor of such Collateral Loan is not operating, domiciled or conducting business in a country subject to Sanctions;
(w)it is not a lease;
(x)it will not cause the Borrower or the pool of assets to be required to be registered as an investment company under the Investment Company Act; and
(y)if such Collateral Loan is a Recurring Revenue Loan, such Collateral Loan meets the requirements set forth in the definition of Ongoing Recurring Revenue Loan Eligibility; and
(z)the Obligor of such Collateral Loan is not an Affiliate of the Borrower, the Servicer or the Equityholder;
provided that the Administrative Agent may agree in writing to specifically waive any criteria set forth above (other than clauses (l), (m), (o), (v) and (x)) with respect to any single Collateral Loan, including any waiver of any requirement for a Recurring Revenue Loan contained in the definition thereof (it being understood that the Administrative Agent is not required to provide any such waiver under any circumstances) and upon such waiver, such waived criteria will not constitute criteria for such Collateral Loan to qualify as an “Eligible Collateral Loan”.
“Eligible Country” means (a) the United States, (b) Canada, (c) the United Kingdom or (d) OECD countries with a country ceiling for foreign currency bonds of at least “Aa2” by Moody’s and a foreign currency issuer credit rating of at least “AA” by S&P.
“Eligible Investments” means any Dollar investment that, at the time it is Delivered, is Cash or one or more of the following obligations or securities:
(a)direct interest bearing obligations of, and interest bearing obligations guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality of the United States, the obligations of which are backed by the full faith and credit of the United States;
(b)demand or time deposits in, certificates of deposit of, bank deposit products, demand notes of, or bankers’ acceptances issued by any depository institution or trust company organized under the laws of the United States or any State thereof (including any federal or state branch or agency of a foreign depository institution or trust company) and subject to supervision and examination by federal and/or state banking authorities (including, if applicable, the Collateral Agent, the Custodian or the Administrative Agent or any agent thereof acting in its commercial capacity); provided that the short-term unsecured debt obligations of such depository institution or trust
“Federal Funds Rate” means, for any period, the greater of (a) 0% and (b) a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it; provided that, if at any time a Lender is borrowing overnight funds from a Federal Reserve Bank that day, the Federal Funds Rate for such Lender for such day shall be the average rate per annum at which such overnight borrowings are made on that day as promptly reported by such Lender to the Borrower and the Agents in writing. Each determination of the Federal Funds Rate by a Lender pursuant to the foregoing proviso shall be conclusive and binding except in the case of manifest error.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Fee Basis Amount” means, for any Payment Date, an amount equal to the Aggregate Principal Balance.
“Fifth Amendment Effective Date” means April 20, 2023.
“Final Maturity Date” means the earlier to occur of (i) the Business Day 24 months after the Facility Termination Date and (ii) the date on which the Final Maturity Date is declared pursuant to Section 6.01.
“Financial Asset” has the meaning specified in Section 8-102(a)(9) of the UCC. “First Lien First Out Loan” means one or more tranches of First Lien Loans
issued by an Obligor under the same Related Documents as a First Lien Last Out Loan that at any time prior to and/or after an event of default under the Related Documents, will be paid in full in accordance with a specified waterfall or other priority of payments as specified in the Related Documents, an agreement among lenders or other applicable agreement before such First Lien Last Out Loan is paid.
“First Lien Last Out Loan” means a Collateral Loan that would be a First Lien Loan but for the fact that at any time prior to and/or after an event of default under the Related Documents, such Collateral Loan will be paid after any First Lien First Out Loan issued by the Obligor have been paid in full in accordance with a specified waterfall or other priority of payments as specified in the Related Documents, an agreement among lenders or other applicable agreement or the Obligor has a Working Capital Revolver that is at any time prior to and/or after an event of default, senior to such Collateral Loan in payment priority or in lien priority with respect to all collateral securing such Collateral Loan; provided that if the First Out Leverage of such Collateral Loan is less than 0.25:1.00, as determined by the Servicer in accordance with the Servicing Standard, then such Collateral Loan will constitute a First Lien Loan.
“Fixed Rate Loan” means any Collateral Loan that bears a fixed rate of interest. “Floor” means a rate of interest equal to 0.0%.
“Foreign Lender” means a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.
“Fourth Amendment Effective Date” means January 9, 2023. “FRB” has the meaning specified in the definition of Deliver.
“Fundamental Amendment” means, with respect to each Lender, any amendment, modification, waiver or supplement of or to this Agreement that would (a) increase or extend the term of the Individual Lender Maximum Funding Amounts or change the Final Maturity Date (other than an increase of the Individual Lender Maximum Funding Amount of a particular Lender or the addition of a new Lender agreed to by the relevant Lender), (b) extend the date fixed for the payment of principal of or interest on any Advance or any fee hereunder, (c) reduce the amount of any such payment of principal, (d) reduce the rate at which Interest is payable thereon or any fee is payable hereunder (other than in connection with the appointment of a Benchmark Replacement), (e) release any material portion of the Collateral, except in connection with dispositions permitted hereunder, (f) alter the terms of Section 9.01 or Section 13.01(b), (g) modify the definition of the terms “Majority Lenders,” “Required Lenders,” “Maximum Available Amount,” “Advance Rate,” “Borrowing Base,” “Minimum OC Coverage Test,” “Collateral Quality Test,” “Collateral Loan,” “Eligible Collateral Loan,” “Eligible Country,” “Class 1 Borrowing Base,” “Class 2 Borrowing Base,” “Class 3 Borrowing Base,” “Class 1 Minimum OC Coverage Test,” “Class 2 Minimum OC Coverage Test,” “Class 3 Minimum OC Coverage Test,” “Class 1 Loan,” “Class 2 Loan” or “Class 3 Loan” or any component thereof defined therein (in each case, other than any administrative, non-material amendment agreed to by the Borrower and the Administrative Agent); (h) modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof or (i) extend the Reinvestment Period, in each case to the extent such amendment, modification, waiver or supplement relates to such Lender.
“GAAP” means generally accepted accounting principles in effect from time to time in the United States.
“GBP Collection Account” means the single, segregated account with respect to Collections in Pounds Sterling at the Securities Intermediary in the name of the Borrower subject to the lien of the Collateral Agent for the benefit of the Secured Parties.
“Government Security” has the meaning specified in the definition of Deliver. “Governmental Authority” means, with respect to any Person, any nation or
government, any supranational, state or other political or subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator, in each case, having jurisdiction or authority over such Person.
IR = the Interest Rate applicable to such Class for such day;
P = the principal amount of the Advances made in respect of such Loan Class outstanding on such day; and
D = 360 days.
“Interest Accrual Period” means (a) with respect to the first Payment Date, the period from and including the Closing Date to and including the last day of the calendar month preceding the first Payment Date and (b) with respect to any subsequent Payment Date, the period from and including the first day of the calendar month in which the preceding Payment Date occurred and ending on the last day of the calendar month immediately preceding the month in which such Payment Date occurs; provided that the final Interest Accrual Period hereunder shall end on and include the day prior to the payment in full of the Advances hereunder.
“Interest Collection Subaccount” has the meaning assigned to such term in Section 8.02(a).
“Interest Coverage Ratio” means, with respect to any Collateral Loan for any Relevant Test Period, the meaning of “Interest Coverage Ratio,” “Pro Forma Interest Coverage Ratio” or any comparable term in the Related Documents for such Collateral Loan, and in any case that “Interest Coverage Ratio,” “Pro Forma Interest Coverage Ratio” or such comparable term is not defined in such Related Documents, the ratio, for such Collateral Loan, of (a) EBITDA of the related Obligor for the Relevant Test Period to (b) cash interest expense of such Obligor for the Relevant Test Period, in each case, as calculated by the Servicer in good faith using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the applicable Related Documents.
“Interest Proceeds” means, with respect to any Collection Period or the related Determination Date, without duplication, the sum of:
(a)all payments of interest and other income received in cash by the Borrower during such Collection Period on the Collateral Loans (including interest purchased with Principal Proceeds, interest and other income received in cash on Ineligible Collateral Loans and the accrued interest received in cash in connection with a sale of any such Collateral Loan during such Collection Period);
(b)all principal and interest payments received by the Borrower during such Collection Period on Eligible Investments purchased with Interest Proceeds and all interest payments received by the Borrower during such Collection Period on Eligible Investments purchased with amounts credited to the Revolving Reserve Account;
(c)all amendment and waiver fees, late payment fees (including compensation for delayed settlement or trades), and all protection fees and other fees and commissions received by the Borrower during such Collection Period unless the Servicer
has determined in its sole discretion that such payments are to be treated as Principal Proceeds; and
(d)commitment fees, facility fees, anniversary fees, ticking fees and other similar fees received by the Borrower during such Collection Period unless the Servicer has determined in its sole discretion that such payments are to be treated as Principal Proceeds;
provided that:
(1)as to any Defaulted Collateral Loan (and only so long as it remains a Defaulted Collateral Loan), any amounts received in respect thereof will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all Collections in respect thereof since it became a Defaulted Collateral Loan equals the Principal Balance of such Defaulted Collateral Loan at the time as of which it became a Defaulted Collateral Loan and all amounts received in excess thereof will constitute Interest Proceeds; and
(2)any amounts received in respect of any Equity Security that was received in exchange for a Defaulted Collateral Loan will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all collections in respect of such Equity Security equals the outstanding Principal Balance of the related Collateral Loan, at the time it became a Defaulted Collateral Loan, for which such Equity Security was received in exchange.
“Interest Rate” means, for any Class as of any date of determination, an interest rate per annum equal to Term SOFR (or the Base Rate, if applicable) plus the Applicable Margin.
“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
“Investor Report” means the ongoing quarterly investor reports required pursuant to and in accordance with Article 7(1)(e) of the Securitisation Regulation.
“Law” means any action, code, consent decree, constitution, decree, directive, enactment, finding, guideline, law, injunction, interpretation, judgment, order, ordinance, policy statement, proclamation, promulgation, regulation, requirement, rule, rule of law, treaty, rule of public policy, settlement agreement, statute, or writ, of any Governmental Authority, or any particular section, part or provision thereof.
“Lender” means each Person listed on Schedule 1 and any other Person that shall have become a party hereto in accordance with the terms hereof pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.
“Lender Fee Letter” means that certain fee letter, dated as of the Closing Date, by and among the Lenders, the Borrower and the Servicer, as amended or supplemented from time
from an Approved Valuation Firm. For the avoidance of doubt, the Borrower may at any time resubmit a New Valuation for any Collateral Loan for approval by the Administrative Agent.
“Majority Lenders” means, as ofat any date of determination, the Administrative Agent andtime, (a) Lenders having an aggregate PercentagePercentages aggregating greater than or equal to 50% and (b) the Administrative Agent; provided, however, that if any Lender shall be a Defaulting Lender at such time, then Advances, in addition to the foregoing, (x) if there are two (2) or more Lenders that are not Affiliates at such time, at least two (2) Lenders that are not Affiliates shall be required to constitute “Majority Lenders” and (y) Percentages owing to such Defaulting Lender and such Defaulting Lender’s unfunded Individual Lender Maximum Funding AmountsLenders shall be excluded from the determination of Majority Lendersdisregarded for the purposes of this definition.
“Margin Stock” has the meaning assigned to such term in Regulation U. “Material Adverse Effect” means a material adverse effect on (a) the business,
assets, financial condition or operations of the Borrower or the Servicer either individually or taken as a whole, (b) the validity or enforceability of this Agreement, the LLC Agreement or any other Facility Document or the validity, enforceability or collectability of the Collateral Loans or the Related Documents generally or any material portion of the Collateral Loans or the Related Documents, (c) the rights and remedies of the Administrative Agent, the Lenders and the other Secured Parties with respect to matters arising under this Agreement or any other Facility Document, (d) the ability of each of the Borrower or the Servicer to perform its obligations under any Facility Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability of the Collateral Agent’s Lien on the Collateral.
“Material Modification” means, with respect to any Collateral Loan, any amendment, waiver, consent or modification of, or supplement to or inaction with, a Related Document with respect thereto (it being understood that a release document or similar instrument executed or delivered in connection with a disposition that is otherwise permitted under the applicable Related Documents shall not constitute an amendment or modification to such Related Document) executed or effected after the date on which such Collateral Loan is acquired by the Borrower, that:
(a)reduces, defers or forgives any principal amount of such Collateral Loan;
(b)reduces or forgives one or more interest payments which reduces the spread or coupon by more than 50 basis points or permits any interest due with respect to such Collateral Loan in cash to be deferred or capitalized and added to the principal amount of such Collateral Loan (other than (i) any modification that results in such Collateral Loan becoming a Partial PIK Loan, which, at the Borrower’s option, either (x) constitutes a “Revaluation Event” and a reclassification of such Collateral Loan as a Partial PIK Loan for purposes of clause (j) of the Concentration Limitations or (y) can be resubmitted to the Administrative Agent for approval under Section 2.02 as a new Collateral Loan, or (ii) any deferral or capitalization already expressly permitted by the terms of its Related Documents or pursuant to the application of a pricing grid, in each case, as of the date such Collateral Loan was acquired by the Borrower);
(c)extends, delays or waives any date fixed for any scheduled payment (including at maturity) or mandatory prepayment of principal on such Collateral Loan, subject to any grace period agreed to by the Administrative Agent at the time of such modification; provided that a “Material Modification” shall not be deemed to have occurred pursuant to this clause (c) if (x) the Average Life of such Collateral Loan is increased by not more than the lesser of (i) six months or (ii) 20% from its Average Life on the related date of acquisition of such Collateral Loan by the Borrower and (y) the Senior Net Leverage Ratio of such Collateral Loan is not more than 85% of the maximum established in the Senior Net Leverage Ratio covenant of such Collateral Loan;
(d)in the case of a First Lien Last Out Loan or a First Lien Loan, contractually or structurally subordinates such Collateral Loan by operation of a priority of payments, turnover provisions or the transfer of assets in order to limit recourse to the related Obligor (other than as permitted by the terms of the Related Documents on the date such Collateral Loan was acquired);
(e)substitutes, alters, releases or terminates any material portion of the underlying assets securing such Collateral Loan (other than as expressly permitted by the Related Documents as of the date such Collateral Loan was acquired by the Borrower) or releases any material guarantor or co-Obligor from its obligations with respect thereto, and each such substitution, alteration, release or termination materially and adversely affects the value of such Collateral Loan (as determined in the commercially reasonable discretion of the Administrative Agent);
(f)modifies any term or provision of the Related Documents of such Collateral Loan that, as determined by the Borrower in consultation with the Administrative Agent, materially and adversely impacts the calculation of any financial covenant, the definitiondefinitions of “Permitted Liens” or “Indebtedness” (or any analogous definitiondefinitions), or the determination of any default or event of default with respect to the related Collateral Loan;
(g)results in change of currency of the Collateral Loan; or
(h)any other modification not set forth in clauses (a) through (g) above which, in the reasonable discretion of the Administrative Agent after consultation with the Borrower, is, in and of itself, material and adverse to the overall value of such Collateral Loan;
provided that, for any Revaluation Event triggered by a “Material Modification” pursuant to clause (h) hereof, if the Borrower disagrees with the classification of such modification as a Material Modification under clause (h), then the Loan Value of such Collateral Loan will remain the assigned Loan Value for 15 Business Days or until a New Valuation is obtained, which New Valuation will be treated as the amended Loan Value; provided, further, that if a New Valuation is not obtained during such 15 Business Day period, then the amended Loan Value will be an Agent Valuation; provided, further, that if the Borrower has exercised its dispute right and the Loan Value has been amended to be the New Valuation for any such Collateral Loan pursuant to the first proviso above, the Administrative Agent may, in its sole discretion, further amend the Loan Value in respect of such Collateral Loan on any subsequent date, subject to the valuation procedures and dispute mechanics set forth in the definition of “Loan Value”.
“Maximum Available Amount” means, on any date of determination, an amount equal to the lesser of:
(a)the Maximum Facility Amount at such time; and
(b)the Borrowing Base (calculated after giving effect to the deposit or investment of such borrowed funds on the borrowing date).
“Maximum Facility Amount” means $500,000,000790,000,000 (as such amount may be reduced pursuant to Section 2.07); provided that it is understood that the loan facility established under this Agreement is an uncommitted facility and there is no express or implied commitment on the part of the Administrative Agent or any Lender to provide any Advance except that, in the case of Collateral Loans approved by means of an Approval Request or Approved List, the Lenders shall have committed to fund the related Advances (up to the amount(s) specified in the related Approval Request or Approved List), provided that the related conditions precedent set forth in Article III are satisfied with respect to such Advances on the applicable Borrowing Date.
“Maximum Portfolio Amount” means, as of any date of determination, the sum of
(i) the Maximum Facility Amount as of such date and (ii) the aggregate amount of all contributions by the Equityholder to the Borrower (other than contributions made to cure a Default or an Event of Default) less any principal distributions that constitute a return of capital to the Equityholder other than Excluded Principal Distributions.
“Maximum Weighted Average Life Test” means a test that will be satisfied on any date of determination if the Weighted Average Life of the Collateral Loans as of such date is less than or equal to six and a half (6.5) years.
“Measurement Date” means (a) the Closing Date, (b) each Borrowing Date, (c) each Payment Date Report Determination Date and (d) each other date reasonably requested by the Administrative Agent.
“Mezzanine Obligations” means unsecured obligations that are contractually subordinated in right of payment to other debt of the same issuer.
“Minimum OC Coverage Test” means, as of any date, a test that is satisfied if the OC Ratio as of such date is equal to or greater than 1.00:1.00.
“Minimum Floating Spread” means 4.00%.
“Minimum Weighted Average Spread Test” means a test that is satisfied on any date of determination if the Weighted Average Floating Spread equals or exceeds the Minimum Floating Spread.
“Money” has the meaning specified in Section 1-201(24) of the UCC. “Moody’s” means Moody’s Investors Service, Inc., together with its successors.
“Multiemployer Plan” means a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA that is sponsored by the Borrower or a member of its ERISA Group or to which the Borrower or a member of its ERISA Group is obligated to make contributions or has any liability.
“Net-Debt-to-Recurring-Revenue Ratio” means, with respect to any Collateral Loan for any period, the meaning of “Net-Debt-to-Recurring-Revenue Ratio” or any comparable term defined in the Related Documents for such Collateral Loan, and in any case that “Net-Debt-to-Recurring-Revenue Ratio” or such comparable term is not defined in such Related Documents, the ratio of (a) indebtedness of the related Obligor under such Collateral Loan and all other indebtedness of such Obligor that is senior or pari passu in right of payment to such Collateral Loan minus Unrestricted Cash and cash equivalents to (b) TTM Recurring Revenue, as calculated by the Servicer in good faith in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Related Documents; provided that, in the event of a lack of any such information necessary to calculate the Net-Debt-to-Recurring-Revenue Ratio for any Collateral Loan, the Net-Debt-to-Recurring-Revenue Ratio for such Collateral Loan shall be a ratio calculated by the Administrative Agent in its sole discretion after consultation with the Servicer or, if agreed to by the Administrative Agent, by the Servicer in good faith in accordance with the Servicing Standard.
“Non-Approval Event” means an event that (x) will be deemed to have occurred if the ratio (measured on a rolling three-month basis) of (i) the number or Dollar amount of Approval Requests for loans that satisfy the requirements of an Eligible Collateral Loan rejected by the Administrative Agent over (ii) the total number or aggregate Dollar amount of Approval Requests is greater than 70% and (y) will be continuing until the conditions set forth in clause (x) of this definition are no longer true; provided that, until ten (10) loans have been submitted for approval to the Administrative Agent by the Servicer, the ratio of clause (x)(i) over clause (x)(ii) shall be deemed to be zero.
“Note” means each promissory note, if any, issued by the Borrower to a Lender in accordance with the provisions of Section 2.04(b), substantially in the form of Exhibit A.
“Percentage” means with respect to any Lender as of any date of determination,
(a)with respect to each Lender party hereto and listed on Schedule 1, the percentage applicable to such Lender on such date of determination as specified on Schedule 1, as such amount is reduced by any Assignment and Acceptance entered into by such Lender with an assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor, and
(b)with respect to each Lender that has become a party hereto pursuant to an Assignment and Acceptance and not listed on Schedule 1, the percentage set forth therein as such Lender’s Percentage, in each case as such amount is reduced by an Assignment and Acceptance entered into between such Lender and an assignee or increased by any Assignment and Acceptance entered into by such Lender with an assignor.
“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Permitted Assignee” means (a) a Lender or any of its Affiliates or (b) any Person managed by a Lender or any of its Affiliates.
“Permitted Currencies” means Pounds Sterling, Euro, Dollars and Canadian
Dollars.
“Permitted Distribution” means, on any Business Day, distributions of (x) Interest
Proceeds so long as immediately after giving effect to such Permitted Distribution, sufficient Interest Proceeds remain to pay all amounts payable on the immediately following Payment Date pursuant to Section 9.01(a)(i) as determined by the Servicer in good faith and/or (y) prior to the last day of the Reinvestment Period, Principal Proceeds; provided that amounts may be distributed pursuant to this definition so long as (i) no Default or Event of Default has occurred and is continuing (or would occur after giving effect to such Permitted Distribution), (ii) the Minimum OC Coverage Test is satisfied immediately prior to and immediately after giving effect to such Permitted Distribution and (iii) solely with respect to clause (y) above, the OC Ratio as of such date is equal to or greater than 1.20:1.001.10:1.00. Notwithstanding the foregoing, nothing in this definition shall limit the right or ability of the Borrower to make a Permitted Tax Distribution.
“Permitted Liens” means any of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person; (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith; (c) Liens granted pursuant to or by the Facility Documents, (d) judgement Liens not constituting an Event of Default hereunder,
(c)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by such Person, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management, operating account arrangements and netting arrangements, (f) with respect to
“Proceeds” has, with reference to any asset or property, the meaning assigned to it under Section 9-102(a)(64) of the UCC and, in any event, shall include any and all amounts from time to time paid or payable under or in connection with such asset or property.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning set forth in Section 3.25. “QIB” has the meaning assigned to such term in Section 3.06(e).
“Qualified Institution” means a depository institution or trust company organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (a)(i) that has either (A) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (B) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Moody’s, (ii) the parent corporation of which has either (A) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (B) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (iii) is otherwise acceptable to the Administrative Agent and (b) the deposits of which are insured by the Federal Deposit Insurance Corporation.
“Qualified Purchaser” has the meaning assigned to such term in Section 13.06(e). “Recipient” means the Administrative Agent and each Lender.
“Recurring Revenue” means, with respect to any Obligor, (a) the “Recurring Revenue” of such Obligor or any comparable term defined in the Related Documents, or (b) in the case of any Collateral Loan with respect to which the Related Documents do not include a definition of “Recurring Revenue” or any comparable term, the amount of revenues of such Obligor in respect of perpetual licenses, subscription agreements, maintenance streams or other similar and perpetual cash flow streams, as calculated by the Administrative Agent in its sole discretion after consultation with the Servicer or, if agreed to by the Administrative Agent, by the Servicer in good faith in accordance with the Servicing Standard using information from and calculations consistent with the relevant compliance statements and financial reporting packages provided by the relevant Obligor as per the requirements of the Related Documents.
“Recurring Revenue Loan” means a Collateral Loan that meets each of the following criteria as of the date of acquisition by the Borrower, subject to waiver by the Administrative Agent in accordance with the definition of Eligible Collateral Loan hereto (for the avoidance of doubt, if any Collateral Loan does not meet the below listed conditions, but such failure is waived by the Administrative Agent, such Collateral Loan shall still be subject to the Advance Rates, Concentration Limitations and Revaluation Events applicable to Recurring Revenue Loans set forth herein):
(a)such Collateral Loan is a First Lien Loan;
(b)the Obligor with respect to such Collateral Loan is in a high growth industry or industry that customarily has businesses with recurring revenue models as determined by the Administrative Agent in its sole discretion or, if agreed to by the Administrative Agent, by the Servicer, in good faith in accordance with the Servicing Standard;
(c)the Obligor with respect to such Collateral Loan has generated a minimum of $15,000,000 in TTM Recurring Revenue during the most recent reporting period;
(d)the Net-Debt-to-Recurring-Revenue Ratio with respect to such Collateral Loan is less than 2.50:1.00 as of the later of the initial closing date of such Collateral Loan or the most recent Obligor Measurement Date, as applicable; and
(e)the Related Documents for such Collateral Loan require the Obligor with respect to such Collateral Loan to meet a minimum of two (2) financial covenants as determined by the Administrative Agent in its sole discretion, including a covenant for minimum liquidity and maximum ratio of principal loan amount outstanding to TTM Recurring Revenue.
“Register” has the meaning assigned to such term in Section 13.06(d).
“Regulation T,” “Regulation U” and “Regulation X” mean Regulation T, U and X, respectively, of the Board of Governors of the Federal Reserve System, as in effect from time to time.
“Reinvestment Period” means the period from and including the Closing Date to and including the earlier of (a) the date that is the third anniversary of the ClosingFifth Amendment Effective Date (or such later date as may be agreed by the Borrower, the Administrative Agent and each Lender pursuant to Section 2.16) and (b) the date of the termination of the Individual Lender Maximum Funding Amounts pursuant to Section 6.01.
“Related Documents” means, with respect to any Collateral Loan, (i) the loan or credit agreement evidencing such Collateral Loan, (ii) the principal security agreement, and (iii) if the same can be obtained without undue expense or effort, all other documents evidencing, securing, guarantying, governing or giving rise to such Collateral Loan but, for the avoidance of doubt, excluding immaterial certificates, notices and other ancillary documentation.
“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board of the Federal Reserve Bank of New York, or any successor thereto.
“Relevant Recipients” has the meaning specified in Section 13.24(a).
“Relevant Test Period” means, with respect to any Collateral Loan, the relevant test period for the calculation of EBITDA, Interest Coverage Ratio or Senior Net Leverage Ratio, as applicable, for such Collateral Loan in the applicable Related Documents or, if no such period is provided for therein, for Obligors delivering monthly financial statements, each period of the
last twelve consecutive reported calendar months, and for Obligors delivering quarterly financial statements, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Collateral Loan; provided that, with respect to any Collateral Loan for which the relevant test period is not provided for in the applicable Related Documents, if an Obligor is a newly-formed entity as to which twelve consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor or closing date of the applicable Collateral Loan to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation or closing, as applicable, and shall subsequently include each period of the last twelve consecutive reported calendar months or four consecutive reported fiscal quarters (as the case may be) of such Obligor.
“Requested Amount” has the meaning assigned to such term in Section 2.03. “Required Lenders” means, as ofat any date of determination, the Administrative
Agent andtime, (a) Lenders having aggregate Percentages aggregating greater than or equal to 66 2/3% and (b) the Administrative Agent; provided, however, that if any Lender shall be a Defaulting Lender at such time, then Advances, in addition to the foregoing, (x) if there are two
(2) or more Lenders that are not Affiliates at such time, at least two (2) Lenders that are not Affiliates shall be required to constitute “Required Lenders” and (y) Percentages owing to such Defaulting Lender and such Defaulting Lender’s unfunded Individual Lender Maximum Funding AmountsLenders shall be excluded from the determination of Required Lendersdisregarded for the purposes of this definition.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means (a) in the case of (i) a corporation or (ii) a partnership or limited liability company that, in each case, pursuant to its Constituent Documents, has officers, any chief executive officer, chief financial officer, chief administrative officer, managing director, president, senior vice president, vice president, assistant vice president, treasurer, director or manager, and, in any case where two Responsible Officers are acting on behalf of such entity, the second such Responsible Officer may be a secretary or assistant secretary (provided that a director or manager of the Borrower shall be a Responsible Officer regardless of whether its Constituent Documents provide for officers), (b) without limitation of clause (a)(ii), in the case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of such general partner in its capacity as general partner, (c) without limitation of clause (a)(ii), in the case of a limited liability company, any Responsible Officer of the sole member or managing member, acting on behalf of the sole member or managing member in its capacity as sole member or managing member, (d) in the case of a trust, the Responsible Officer of the trustee, acting on behalf of such trustee in its capacity as trustee, (e) an “authorized signatory” or “authorized officer” that has been so authorized pursuant to customary corporate proceedings, limited partnership proceedings, limited liability company proceedings or trust proceedings, as the case may be, and that has responsibilities commensurate with the matter for which it is acting as a Responsible Officer: the initial “authorized signatories” of the parties hereto are set forth on Schedule 6 (as such Schedule 6 may be modified from time to time by written notice), and (f) in the case of the Custodian, the Securities Intermediary, the Collateral Agent or Administrative Agent, an officer of the Custodian, the
earlier of (i) a Responsible Officer of the Servicer acquiring actual knowledge of such breach or (ii) the Servicer receiving written notice from either Agent of such breach;
(e)the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $100,000,000, with respect to the Servicer (in each case, net of amounts covered by insurance), and the Servicer shall not have either (i) discharged, satisfied or provided for the discharge or satisfaction of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed, vacated or bonded during the pendency of the appeal, in each case, within sixty (60) days from the date of entry thereof;
(f)the Servicer shall have made payments to settle any litigation, claim or dispute (in each case, net of amounts covered by insurance) totaling more than, in the aggregate, $100,000,000;
(g)an Insolvency Event relating to the Servicer occurs;
(h)except as permitted hereunder, the Servicer or an Affiliate thereof meeting the requirements set forth in Section 11.01(g) ceases to be the Servicer;
(i)any failure by the Servicer to deliver any required reporting under the Facility Documents on or before the date occurring five (5) Business Days after the date such report is required to be made;
(j)any failure by the Servicer to deposit or credit, or to deliver for deposit, in the Covered Accounts any amount required hereunder to be so deposited, credited or delivered by it, or to make any distributions therefrom required by it, in each case on or before the date occurring three (3) Business Days after the date such deposit or distribution is required to be made by the Servicer; or
(k)a Change of Control occurs.
“Servicer Removal Notice” shall have the meaning assigned to such term in Section 11.01(b).
“Servicing Standard” has the meaning assigned to such term in Section 11.02(d). “Solvent” means, as to any Person, such Person is not “insolvent” within the
meaning of Section 101(32) of the Bankruptcy Code or Section 271 of the Debtor and Creditor Law of the State of New York.
“Specified Eligible Investment” means an Eligible Investment meeting the requirements of Section 8.06(a) and that is available to the Collateral Agent, specified by the Servicer to the Collateral Agent (with a copy to the Administrative Agent) on or prior to the initial Borrowing Date; provided that, so long as no Event of Default shall have occurred and then be continuing, at any time with not less than five Business Days’ notice to the Collateral
Agent (with a copy to the Administrative Agent) the Servicer may (and, if the then Specified Eligible Investment is no longer available to the Collateral Agent, shall) designate another Eligible Investment that meets the requirements of Section 8.06(a) and that is available to the Collateral Agent to be the Specified Eligible Investment for purposes hereof. After the occurrence and continuation of an Event of Default, a Specified Eligible Investment shall mean an Eligible Investment meeting the requirements of Section 8.06(a) and which has been selected by the Administrative Agent and specified to the Collateral Agent.
“Structured Finance Obligation” means any debt obligation owing by a special purpose finance vehicle that is secured directly and primarily by, primarily referenced to, and/or primarily representing ownership of, a pool of receivables or a pool of other assets, including collateralized debt obligations, residential mortgage-backed securities, commercial mortgage-backed securities, other asset-backed securities, “future flow” receivable transactions and other similar obligations; provided that loans to financial service companies, factoring businesses, health care providers and other genuine operating businesses do not constitute Structured Finance Obligations.
“Structuring Agent” means BNP Paribas Securities Corp.
“Substitute Eligible Collateral Loan” means each Eligible Collateral Loan pledged by the Borrower to the Collateral Agent, on behalf of the Secured Parties, pursuant to Section 10.01(d).
“Supported QFC” has the meaning set forth in Section 13.25.
“Synthetic Security” means a security or swap transaction (excluding, for purposes of this Agreement, a participation interest) that has payments associated with either payments of interest and/or principal on a reference obligation or the credit performance of a reference obligation.
“Tangible Net Worth” means, with respect to any Person, the consolidated net worth of such Person and its consolidated subsidiaries calculated in accordance with GAAP after subtracting therefrom the aggregate amount of the intangible assets of such Person and its consolidated subsidiaries, including, without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term SOFR” means, for any calculation with respect to an Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Accrual Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Accrual Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred,
“Unfunded Amount” means, with respect to any Collateral Loan, as of any date of determination, the unfunded commitment of the Borrower with respect to such Collateral Loan as of such date.
“Unrestricted Cash” has the meaning assigned to the term “Unrestricted Cash” or any comparable term defined in the Related Documents for each Collateral Loan, and in any case that “Unrestricted Cash” or such comparable term is not defined in such Related Documents, all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or subject to any lien (other than blanket liens permitted under or granted in accordance with such Related Documents).
“Unused Fees” has the meaning assigned to such term in the Lender Fee Letter. “U.S. Government Securities Business Day” means any day except for (a) a
Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
“U.S. Special Resolution Regimes” has the meaning set forth in Section 13.25.
“U.S. Tax Compliance Certificate” has the meaning assigned to such term in
Section 13.03(g)(iii).
“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.
“Weighted Average Advance Rate” means, as of any date of determination with respect to all Eligible Collateral Loans included in the Aggregate Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying (i) the Advance Rate of each Eligible Collateral Loan by (ii) such Eligible Collateral Loan’s contribution to the Aggregate Net Collateral Balance and dividing (b) such sum by the Aggregate Net Collateral Balance.
“Weighted Average Class 1 Advance Rate” means, as of any date of determination with respect to all Class 1 Loans included in the Aggregate Class 1 Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying (i) the Advance Rate of each Class 1 Loan by (ii) such Class 1 Loan’s contribution to the Aggregate Class 1 Net Collateral Balance and dividing (b) such sum by the Aggregate Class 1 Net Collateral Balance.
“Weighted Average Class 2 Advance Rate” means, as of any date of determination with respect to all Class 2 Loans included in the Aggregate Class 2 Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying (i) the Advance Rate of each Class 2 Loan by (ii) such Class 2 Loan’s contribution to the Aggregate
Class 2 Net Collateral Balance and dividing (b) such sum by the Aggregate Class 2 Net Collateral Balance.
“Weighted Average Class 3 Advance Rate” means, as of any date of determination with respect to all Class 3 Loans included in the Aggregate Class 3 Net Collateral Balance, the number obtained by (a) summing the products obtained by multiplying (i) the Advance Rate of each Class 3 Loan by (ii) such Class 3 Loan’s contribution to the Aggregate Class 3 Net Collateral Balance and dividing (b) such sum by the Aggregate Class 3 Net Collateral Balance.
“Weighted Average Life” means, as of any date of determination with respect to all Eligible Collateral Loans, the number of years following such date obtained by:
(a)summing the products of (i) the Average Life at such time of each Eligible Collateral Loan multiplied by (ii)(A) the Principal Balance plus (B) the Unfunded Amount of such Collateral Loan; and
(b)dividing such sum by the sum of the Aggregate Principal Balance plus the Unfunded Amount of all Eligible Collateral Loans as of such date.
For purposes of the foregoing, the “Average Life” is, on any date of determination with respect to any Eligible Collateral Loan, the quotient obtained by dividing (i) the sum of the products of (A) the number of years (rounded to the nearest one hundredth thereof) from such date of determination to the respective dates of each successive Scheduled Distribution of principal of such Collateral Loan and (B) the respective amounts of principal of such Scheduled Distributions by (ii) the sum of all successive Scheduled Distributions of principal on such Collateral Loan. Notwithstanding the foregoing, the Weighted Average Life of a Revolving Collateral Loan shall be excluded from such calculation unless mutually agreed to by the Borrower and the Administrative Agent.
“Weighted Average Floating Spread” means, as of any Measurement Date, a fraction (expressed as a percentage) obtained by (i)(x) multiplying the Principal Balance of each floating rate Collateral Loan (excluding the unfunded portion of any Delayed Drawdown Collateral Loan or Revolving Collateral Loan) held by the Borrower as of such Measurement Date by its Effective Spread and (y) multiplying the unfunded portion of each Delayed Drawdown Collateral Loan and each Revolving Collateral Loan held by the Borrower as of such Measurement Date by the related commitment fee, (ii) summing the amounts determined pursuant to clause (i), and (iii) dividing the sum determined pursuant to clause (ii) by the Aggregate Principal Balance of all floating rate Collateral Loans; provided that Defaulted Collateral Loans shall not be included in the calculation of the Weighted Average Floating Spread.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
effect to (x) all purchases or sales to be entered into on such Trade Date and (y) all Advances requested to be made on such Trade Date plus the balance of all unfunded Advances to be made in connection with the Borrower’s purchase of previously requested (and approved) Collateral Loans.
(i)Unless otherwise expressly provided for herein, all monetary calculations (other than for Dollars) under this Agreement shall be the Dollar Equivalent of such amount, as applicable.
(j)References in this Agreement to the Borrower’s “purchase” or “acquisition” of a Collateral Loan include references to the Borrower’s acquisition of such Collateral Loan by way of a sale and/or contribution from the Equityholder and the Borrower’s making or origination of such Collateral Loan. Portions of the same Collateral Loan acquired by the Borrower on different dates (whether through purchase, receipt by contribution or the making or origination thereof, but excluding subsequent draws under Revolving Collateral Loans or Delayed Drawdown Collateral Loans) will, for purposes of determining the purchase price of such Collateral Loan, be treated as a weighted average purchase price for any particular Collateral Loan.
(k)For the purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.01%.
(l)For purposes of calculating compliance with any test under this Agreement in connection with the acquisition or disposition of a Collateral Loan or Eligible Investment, the trade date (the “Trade Date”) (and not the settlement date) with respect to any such Collateral Loan or Eligible Investment under consideration for acquisition or disposition shall be used to determine whether such acquisition or disposition is permitted hereunder.
ARTICLE II ADVANCES
Section 2.01 Revolving Credit Facility. On the terms and subject to the
conditions hereinafter set forth, including Article III, each Lender severally agrees to make available to the Borrower an uncommitted revolving credit facility providing for Advances under each Class from time to time in Dollars on any Business Day during the Reinvestment Period (or immediately thereafter pursuant to Section 8.04), pro rata based on each Lender’s unused Individual Lender Maximum Funding Amount as of such date, in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such Lender’s Individual Lender Maximum Funding Amount and, as to all Lenders, in an aggregate principal amount at any one time outstanding up to but not exceeding the Maximum Available Amount as then in effect; provided that, after making any such Advance, each Classthe Minimum OC Coverage Test shall be satisfied.
Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.06. Notwithstanding anything in this Agreement to the
a copy to the Borrower and the Collateral Agent) a copy of the Collateral Loan Buy Confirmation.
(vii)With respect to loans that are not on the Approved List, the Borrower (or the Servicer on behalf of the Borrower) may send an Approval Request at any time to the Administrative Agent. If the Administrative Agent receives an Approval Request by 12:00 p.m. New York City time on any Business Day, the Administrative Agent shall use commercially reasonable efforts to notify the Servicer and Borrower in writing (including via electronic mail) whether it has approved or rejected such Approval Request by 12:00
p.m. New York City time on or prior to the second Business Day thereafter (it being understood, for the avoidance of doubt, that (x) any Approval Request received by the Administrative Agent after 12:00 p.m. New York City time on any Business Day shall be deemed to have been received on the following Business Day and (y) any Approval Request as to which the Administrative Agent has not notified the Servicer and Borrower that it has approved such Approval Request by 12:00 p.m. New York City time on or prior to the second Business Day thereafter shall be deemed to have been rejected); provided further that the Borrower shall have the ability to commit to purchase any loan approved and added to the Approved List pursuant to this clause (vii) without further approval by the Administrative Agent only if the Borrower commits to purchase such loan within ten (10) Business Days from the date of such approval by the Administrative Agent. On the date occurring ten (10) Business Days after the date of such approval by the Administrative Agent, any such approved loan, if not purchased or committed to be purchased by the Borrower, will be deemed to be removed from the Approved List.
(viii)[Reserved.]
(ix)Notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall have the right, acting in its sole and absolute discretion, to
(A) approve or reject any Approval Request or any loan in the Asset List, (B) at any time, rescind the approval of any Approval Request or any loan in the Approved List, and (C) request additional information reasonably available to the Borrower regarding any proposed Collateral Loan; provided that any rescission of approval shall not invalidate any commitment to purchase a Collateral Loan entered into by the Borrower (or the Servicer on its behalf) prior to one hour after the delivery (via email) of such rescission; provided, further that the Servicer shall not initiate negotiations to acquire any proposed Collateral Loan on the Approved List after receipt of a notice of rescission in respect thereof.
Section 2.03 Making of the Advances. (a) If the Borrower desires that the Lenders make an Advance under this Agreement with respect to any Loan Class in connection with the Borrower’s purchase of a Collateral Loan for which the Approval Request has been approved or which has been identified on the Approved List pursuant to Section 2.02, it shall give the Collateral Agent and the Administrative Agent (with a copy to each Lender) a written notice (each, a “Notice of Borrowing”) for such Advance (which notice shall be irrevocable and effective upon receipt) not later than 2:00 p.m. at least one (1) Business Day (or, in the case of any Advance in a currency other than Dollars, two (2) Business Days) prior to the day of the requested Advance.
Each Notice of Borrowing shall be substantially in the form of Exhibit B, dated the date the request for the related Advance is being made, signed by a Responsible Officer of the Borrower or the Servicer, as applicable, shall attach a Borrowing Base Calculation Statement (which Borrowing Base Calculation Statement shall give pro forma effect to any Collateral Loans being acquired with the proceeds of such Advance on such date or the following Business Day), and shall otherwise be appropriately completed. In addition, the Servicer must provide (or have previously provided) to the Administrative Agent for each Collateral Loan copies of the Asset Information related to such Collateral Loan and such additional materials related to such Collateral Loan as may be reasonably requested by the Administrative Agent. Each Notice of Borrowing shall specify the Class under which the related Advance shall be allocated. The proposed Borrowing Date specified in each Notice of Borrowing shall be a Business Day falling on or prior to the Facility Termination Date, the currency of the Advance requested shall be Dollars and the amount of the Advance requested in such Notice of Borrowing (the “Requested Amount”) shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof (or, if less, the remaining unfunded Individual Lender Maximum Funding Amounts hereunder or, in the case of Revolving Collateral Loans and Delayed Drawdown Collateral Loans, such lesser amount required to be funded by the Borrower in respect thereof).
(b)Each Lender shall, not later than 2:00 p.m. on each Borrowing Date in respect of Advances under any Class, make its Percentage of the applicable Requested Amount available to the Borrower by disbursing such funds in Dollars to the applicable Principal Collection Subaccount (or in accordance with the wire instructions delivered in connection with the Notice of Borrowing).
(c)[Reserved.]
(d)Notwithstanding anything in this Section 2.03 to the contrary, the Servicer, on behalf of the Borrower, may deliver a Notice of Borrowing to the Collateral Agent and the Administrative Agent (with a copy to each Lender) after 2 p.m. on the first Business Day prior to the proposed Advance and prior to 11 a.m. on the date of the proposed Advance (an “Expedited Notice of Borrowing”). Upon receipt of an Expedited Notice of Borrowing, each Lender shall use commercially reasonable efforts to make such Advance on the proposed funding date set forth in the Expedited Notice of Borrowing subject to the terms and conditions for borrowings otherwise set forth in this Agreement; provided, that if a Lender is unable to make an Advance pursuant to an Expedited Notice of Borrowing due to the occurrence of a force majeure, or any other unexpected and unforeseen event, including, without limitation, market disruptions, such Lender shall make such Advance subject to the terms and conditions for Advances otherwise set forth in this Agreement as soon as such Lender is reasonably able to do so.
Section 2.04 Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to it and resulting from the Advances made by such Lender to the Borrower, from time to time, including the amounts and currencies of principal and interest thereon and paid to it, from time to time hereunder; provided that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Advances in accordance with the terms of this Agreement.
(b) Any Lender may request that its Advances to the Borrower be evidenced by a Note. In such event, the Borrower shall promptly prepare, execute and deliver to such Lender a Note payable to such Lender and otherwise appropriately completed. Thereafter, the Advances of such Lender evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 13.06(a)) be represented by a Note payable to such Lender (or registered assigns pursuant to Section 13.06(a)), except to the extent that such Lender (or assignee) subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in clause (a) of this Section 2.04.
Section 2.05 Payment of Principal and Interest. The Borrower shall pay principal and Interest on the Advances as follows:
(a)100% of the outstanding principal amount of each Advance, together with all accrued and unpaid Interest thereon, shall be payable on the Final Maturity Date.
(b)Interest shall accrue on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full. The Administrative Agent shall, prior to each Payment Date, determine the accrued and unpaid Interest with respect to each Class for the related Interest Accrual Period and Unused Fees payable thereto using the Interest Rate applicable to such Classthereto during such Interest Accrual Period to be paid by the Borrower on each Payment Date for the related Interest Accrual Period and shall advise each Lender, the Collateral Agent and the Servicer thereof and shall send a consolidated invoice of all such Interest and Unused Fees to the Borrower on the third (3rd) Business Day prior to the Payment Date Report Determination Date with respect to such Payment Date.
(c)Accrued and unpaid Interest with respect to each Class shall be payable in arrears (i) on each Payment Date, and (ii) in connection with any prepayment of the Advances pursuant to Section 2.06(a); provided that (x) with respect to any prepayment in full of the Advances outstanding, accrued and unpaid Interest on such amount through the date of prepayment shall be payable on such date or as otherwise agreed to between the Lenders and the Borrower and (y) with respect to any partial prepayment of the Advances outstanding, accrued and unpaid Interest on such amount through the date of prepayment shall be payable on the Payment Date following such prepayment (or on such date of prepayment if requested by the Administrative Agent).
(d)The obligation of the Borrower to pay the Obligations, including the obligation of the Borrower to pay the Lenders the outstanding principal amount of the Advances and accrued interest thereon, shall be absolute and unconditional, and shall be paid strictly in accordance with the terms hereof (including Section 2.15), under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other Person may have or have had against any Secured Party or any other Person except as otherwise provided under the Facility Documents.
Section 2.06 Prepayment of Advances.
(a)Optional Prepayments. The Borrower may, from time to time on any Business Day, voluntarily prepay Advances under one or more Classes in whole or in part,
without penalty or premium; provided that the Borrower shall have delivered to the Collateral Agent, the Lenders and the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C not later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall specify the portion of the outstanding principal balance under each Class that shall be prepaid and be irrevocable and effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each Notice of Prepayment shall provide for prepayment of Advances by the Borrower pursuant to this Section 2.06(a), in each case, in an aggregate principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(b)Mandatory Prepayments. The Borrower shall prepay the Advances on each Payment Date in the manner and to the extent provided in the Priority of Payments.
(c)Additional Prepayment Provisions. Each prepayment pursuant to this Section 2.06 shall be subject to Sections 2.05(c) and 2.11 and applied to the Advances in accordance with the Lenders’ respective Percentages.
(d)Re-designation of Class Advances. The Borrower (or the Servicer on its behalf) shall be permitted at any time, upon written notice to the Administrative Agent, each Lender and the Collateral Agent, to re-allocate the aggregate outstanding principal balance under each Class to cause each Class Minimum OC Coverage Test to be satisfied or, if not satisfied, improved. If any of the Class Minimum OC Coverage Tests is not satisfied and such failure has not been cured within five Business Days of the occurrence thereof (provided that no such cure period shall be permitted if an OC Ratio Breach has occurred and is continuing), the Administrative Agent may, upon written notice to the Borrower, each Lender and the Collateral Agent, re-allocate the aggregate outstanding principal balance under each Class so long as after giving effect to such re-allocation, each Class Minimum OC Coverage Test is satisfied or, if not satisfied, improved.
Section 2.07 Changes of Individual Lender Maximum Funding Amounts.
(a)Automatic Reduction and Termination. Subject to the provisions of Section 8.04, the Individual Lender Maximum Funding Amounts of each Lender shall be automatically reduced to zero at 5:00 p.m. on the Facility Termination Date.
(b)Optional Reductions. At any time after the Closing Date, the Borrower shall have the right to terminate or reduce the unused amount of the Facility Amount at any time or from time to time concurrently with the payment of any applicable Facility Reduction Fee payable in connection therewith upon not less than two (2) Business Days’ prior notice to the Collateral Agent, the Lenders and the Administrative Agent of each such termination or reduction, which notice shall specify the effective date of such termination or reduction and the amount of any such reduction; provided that (i) the amount of any such reduction of the Facility Amount shall be equal to at least $500,000 or an integral multiple of $100,000 in excess thereof
(n) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.
Section 3.02 Conditions Precedent to Each Advance. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04:
(a)subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List;
(b)the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03;
(c)immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved;
(d)each of the representations and warranties of the Borrower, the Servicer and the Equityholder contained in the Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the Borrower, the Servicer and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) without regard to the materiality standard set forth in this clause (d);
(e)no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance;
(f)the Reinvestment Period shall not have terminated; and
(g)Collections. It shall direct any agent or administrative agent for any Collateral Loan to remit all payments and collections with respect to such Collateral Loan and, if applicable, to direct the Obligor with respect to such Collateral Loan to remit all such payments and collections with respect to such Collateral Loan directly to the Collection Account.
(h)Priority of Payments. It shall instruct the Collateral Agent to apply all Interest Proceeds and Principal Proceeds solely in accordance with the Priority of Payments and the other provisions of this Agreement.
(i)Anti-Corruption Laws and Sanctions. The Servicer shall maintain policies and procedures designed to prevent violation of any applicable anti-bribery, anti-corruption, anti-terrorism or anti-money laundering laws, regulations or rules in any applicable jurisdiction. The Servicer shall not use the proceeds of the loan hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, sister company, joint venture partner or any other Person (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, a Sanctioned Person or Sanctioned Country, or (ii) in any other manner that would result in a violation of Sanctions, any applicable anti-bribery, anti-corruption, anti-terrorism or anti-money laundering laws, regulations or rules in any applicable jurisdiction by any Person (including any Person participating in the loan hereunder, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise).
Section 5.03 Negative Covenants of the Borrower. The Borrower covenants and agrees that, until the Collection Date:
(a)Restrictive Agreements. It shall not enter into or suffer to exist or permit to become effective any agreement that prohibits, limits or imposes any condition upon its ability to create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its property or revenues constituting Collateral, whether now owned or hereafter acquired, to secure its obligations under the Facility Documents other than this Agreement and the other Facility Documents.
(b)Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).
(c)Amendments to Constituent Documents, Etc. Without the consent of the Administrative Agent and each Required Lender (such consent not to be unreasonably withheld or delayed), but subject to 5.03(g), (i) it shall not amend, modify or take any action inconsistent with its Constituent Documents and (ii) it will not amend, modify or waive in any material respect any term or provision in any Facility Document (other than in accordance with the respective terms thereof).
(d)ERISA. It shall not establish or incur any liability or obligation with respect to any Plan or Multiemployer Plan and no member of the ERISA Group shall establish or incur any liability or obligation with respect to any Plan or Multiemployer Plan that in each case would reasonably be expected to result in a Material Adverse Effect.
(e)Liens. It shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any of its assets now owned or hereafter acquired by it at any time, except for Permitted Liens or as otherwise expressly permitted by this Agreement and the other Facility Documents.
(f)Margin Requirements; Covered Transactions. It shall not (i) extend credit to others for the purpose of buying or carrying any Margin Stock in such a manner as to violate Regulation T or Regulation U or (ii) use all or any part of the proceeds of any Advance, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that violates the provisions of the Regulations of the Board of Governors, including, to the extent applicable, Regulation U and Regulation X.
(g)Changes to Filing Information; Change of Location of Underlying Instruments. It shall not change its name or its jurisdiction of organization from that referred to in Section 4.01(a), unless (x) in the case of a change to its jurisdiction of organization, it receives the consent of each Lender and (y) it gives thirty (30) days’ (or such shorter period as agreed to by the Administrative Agent) prior written notice to the Agents and takes all actions that the Administrative Agent or the Required Lenders (through the Administrative Agent) reasonably request and determine to be necessary to protect and perfect the Collateral Agent’s perfected security interest in the Collateral. It shall not, without the prior consent of the Administrative Agent, consent to the Collateral Agent moving any Certificated Securities or Instruments, unless the Borrower has given at least ten (10) days’ (or such shorter period as agreed to by the Administrative Agent) written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to ensure that the Collateral Agent’s first priority perfected security interest (subject to Permitted Liens) continues in full effect.
(h)Transactions with Affiliates. It shall not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, the Servicer, the Equityholder and/or any of their Affiliates (including sales of Defaulted Collateral Loans and other Collateral Loans), unless
(x) such transaction is upon terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (it being agreed that any purchase or sale at par shall be deemed to comply with this provision) or (y) the Borrower has received the prior written consent of the Administrative Agent with respect to such transaction. Notwithstanding the foregoing or anything to the contrary contained herein, nothing shall prohibit Borrower from (i) transferring or distributing the Collateral Loans to the Equityholder or an Affiliate of the Equityholder, as applicable, in accordance with Article X, (ii) making Permitted Distributions (in accordance with the definition thereof), (iii) making Permitted Tax Distributions (in accordance with the definition thereof) or (iv) effecting any transactions in accordance with the terms of the Loan Sale Agreement.
(b)any failure by the Borrower to deposit or credit, or to deliver for deposit, in the Covered Accounts any amount required hereunder to be so deposited credited or delivered by it, on or before the date occurring three (3) Business Days after the date such deposit or distribution is required to be made by the Servicer;
(c)the Borrower or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act;
(d)except as otherwise provided in this Section 6.01, a default in the performance, or breach, of any covenant or agreement of the Borrower or Equityholder under this Agreement or the other Facility Documents to which it is a party (it being understood, without limiting the generality of the foregoing, that any failure to meet any Concentration Limitation, the Collateral Quality Test, any Class Minimum OC Coverage Test or the Minimum OC Coverage Test is not an Event of Default under this clause (d)), or the failure of any representation or warranty of the Borrower or the Equityholder made in this Agreement or in any other Facility Document to be correct, in each case, in all material respects when the same shall have been made, and the continuation of such default, breach or failure for a period of thirty (30) days after the earlier of (i) written notice to the Borrower and the Servicer (which may be by e-mail) by either Agent, and (ii) a Responsible Officer of the Borrower or the Servicer has acquired actual knowledge thereof; provided that if such default, breach or failure cannot be cured, such Event of Default shall occur immediately after receipt by the Borrower of such written notice from the Administrative Agent;
(e)the Borrower ceases to have a valid ownership interest in all of the Collateral (subject to Permitted Liens);
(f)the Borrower assigns any of its rights, obligations, or duties under the Facility Documents without the prior written consent of each Lender;
(g)the Borrower’s assets (or the Collateral) constitute “plan assets” for purposes of the Plan Asset Rule;
(h)(i) any Facility Document or any material provision thereof shall (except in accordance with its terms) terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower, the Equityholder or the Servicer, (ii) the Borrower, the Equityholder, the Servicer or any Governmental Authority shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Facility Document or any Lien purported to be created thereunder, or (iii) any Lien securing any obligation under any Facility Document shall, in whole or in part, cease to be a first priority perfected security interest of the Collateral Agent, except as otherwise permitted in accordance with the Facility Documents (subject to Permitted Liens);
(i)an Insolvency Event relating to the Borrower or the Equityholder;
(j)failure to reduce the Advancesall Obligations to $0 by the Final Maturity
Date;
Accounts and the other Collateral and provide any other requested information reasonably available to the Collateral Agent and required to be provided by Section 8.07 or to permit the Servicer to perform its obligations hereunder or the Borrower’s obligations hereunder that have been delegated to the Servicer. The Collateral Agent shall promptly forward to the Servicer copies of notices and other writings received by it from the Obligor of any Collateral Loan or from any Clearing Agency with respect to any Collateral Loan which notices or writings advise the holders of such Collateral Loan of any rights that the holders might have with respect thereto (including requests to vote with respect to amendments or waivers and notices of prepayments and redemptions) as well as all periodic financial reports received from such Obligor and Clearing Agency with respect to such Obligor.
Section 8.07 Accountings.
(a)[Reserved.]
(b)Payment Date Accounting. The Borrower shall render (or cause to be rendered) an accounting (each, a “Payment Date Report”), determined as of the close of business on each Determination Date preceding a Payment Date (such Determination Date, a “Payment Date Report Determination Date”), and shall deliver such Payment Date Report to the Agents, the Servicer and each Lender not later than the second Business Day preceding the related Payment Date. The Servicer shall compile and provide to the Collateral Agent and the Administrative Agent a loan data file (the “Data File”) in the form of Exhibit H for the previous monthly period ending on the Payment Date Report Determination Date (containing such information agreed upon by the Servicer, the Collateral Agent and the Administrative Agent). The Servicer shall provide (or cause to be provided) the Data File to the Collateral Agent at least three (3) Business Days prior to the Payment Date. The Collateral Agent shall use commercially reasonable efforts to review and, based solely on the Data File provided by the Borrower (or Servicer on its behalf), re-calculate the calculations in clauses (i) through (xvi) below made by the Servicer in any such Payment Date Report for such calendar month, within two (2) Business Days of the receipt thereof and notify the Servicer and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Payment Date Report. The Collateral Agent shall re-calculate pursuant to the preceding sentence: (i) Aggregate Net Collateral Balance, (ii) Borrowing Base, (iii) Excess Concentration Amount, (iv) Maximum Available Amount, (v) Class 1 Borrowing Base, (vi) Class 2 Borrowing Base, (vii) Class 3 Borrowing Base, (viii) Class 1 OC Ratio, (ix) Class 2 OC Ratio, (x) Class 3 OC Ratio, (xi) each Class Minimum OC Coverage Test, (xii) the Minimum OC Coverage Test, (xiiivi) the Collateral Quality Test, (xivvii) completion of Priority of Payments pursuant to Section 9.01(a), (xvviii) balances for each of the Covered Accounts and (xviix) such other calculations as may be mutually agreed upon by the Collateral Agent, the Servicer and the Administrative Agent. Upon receipt of such notice reporting and showing discrepancies, if any, from the Collateral Agent and in any event by no later than the Payment Date, the Servicer shall compile and provide (or cause to be compiled and provided) to the Agents and the Lenders the Payment Date Report. The Payment Date Report shall contain the information that is agreed to by the Servicer, the Administrative Agent and the Collateral Agent from time to time.
In addition, the Borrower shall provide (or cause to be provided) in each Payment Date Report a statement setting forth in reasonable detail each amendment, modification or
Determination Date, to the extent received before the related Payment Date) will be transferred into the Payment Account, to be applied in the following order of priority:
(A)to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum;
(B)(1) first, to pay Administrative Expenses; provided that the amounts in this clause (B)(1) shall not exceed the Administrative Expense Cap; and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents;
(C)to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11;
(D)(1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds; and (2) second, to pay Servicer Expenses; provided that the amounts in this clause (D)(2) shall not exceed the Servicer Expense Cap for such Payment Date;
(E)to make Permitted Tax Distributions;
(F)(1) on the Payment Date occurring after the 12-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount to not more than 90% of the outstanding principal amount as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)), (2) on the Payment Date occurring after the 15-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount to not more than 75% of the outstanding principal amount as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii)) and (3) on the Payment Date occurring after the 18-month anniversary of the Facility Termination Date, pro rata to the Lenders to reduce the outstanding principal amount to not more than 50% of the outstanding principal amount as of the Facility Termination Date (calculated after giving effect to any paydown on such Payment Date pursuant to Section 9.01(a)(ii));
(G)if the Minimum OC Coverage Test is not satisfied as of the relevant Determination Date, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum OC Coverage Test is satisfied (on a pro forma basis as at such Determination Date); provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each
Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion;
(H)(i) during the Reinvestment Period, at the discretion of the Servicer, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure and (ii) after the Reinvestment Period, for deposit into the Revolving Reserve Account until the amount on deposit therein equals the Revolving Exposure;
(I)to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties;
(J)(1) first, to the payment or application of amounts referred to in clause (B)(1) above (in the same order of priority specified therein), to the extent not paid in full pursuant to applications under such clause, and (2) second, to the payment or application of amounts referred to in clause (D) above to the extent not paid in full pursuant to such clause; and
(K)(1) if a Default has occurred and is continuing, to remain in the Interest Collection Subaccount (other than a Permitted Tax Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Borrower, deposited into the Principal Collection Subaccount for investment in Collateral Loans); provided that if any such Default under clause (K)(1) is subsequently cured prior to the next Payment Date, such amounts held under clause (K)(1) may be distributed pursuant to clause (K)(2) prior to the next Payment Date.
(ii)On each Payment Date prior to the occurrence and continuance of an Event of Default, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, Principal Proceeds on deposit in the Principal Collection Subaccount to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority:
(A)to the payment of unpaid amounts under clauses (A) through (D) in clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder, but subject to any caps specified therein;
(B)during the Reinvestment Period, (i) if the Minimum OC Coverage Test is not satisfied as of the relevant Determination Date, to pay principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Minimum OC Coverage Test is satisfied (on a pro forma basis as at such Determination Date) and (ii) to the Principal Collection Subaccount for the
purchase of additional Collateral Loans (including funding Revolving Collateral Loans and Delayed Drawdown Collateral Loans) and/or for the making of any Permitted Distribution or Permitted Tax Distribution;
(C)after the Reinvestment Period, to pay the Advances of each Lender (pro rata, based on each Lender’s Percentage) until the Advances are paid in full; provided that the Borrower shall be permitted to allocate such principal payments among the Classes on each Payment Date so long as, after giving effect to such allocation of payments on such Payment Date, each Class Minimum OC Coverage Test is satisfied; provided, further, that, if the Borrower would be unable to cause each Class Minimum OC Coverage Test to be satisfied on any Payment Date after allocating such payments, the Administrative Agent shall allocate such payments in its sole discretion;
(D)to the payment of amounts referred to in clauses (I) and (J) of clause (i) above (in the same order of priority specified therein), to the extent not paid in full thereunder; and
(E)(1) if a Default has occurred and is continuing (unless all Obligations owing to the Lenders have been paid in full (other than contingent indemnification and expense reimbursement obligations as to which no claim has been asserted)), to remain in the Principal Collection Subaccount (other than a Permitted Tax Distribution) or (2) otherwise, any remaining amount shall be released to the Equityholder or its designee (or, at the direction of the Borrower, deposited into the Principal Collection Subaccount for investment in Collateral Loans); provided that if any such Default under clause (E)(1) is subsequently cured prior to the next Payment Date, such amounts held under clause (E)(1) may be distributed pursuant to clause (E)(2) prior to the next Payment Date.
(iii)On each Payment Date following the occurrence and continuance of an Event of Default, all Interest Proceeds in the Interest Collection Subaccount and all Principal Proceeds in the Principal Collection Subaccount, except for any Principal Proceeds that will be used to settle binding commitments entered into prior to the related Determination Date for the purchase of Collateral Loans, in each case, to the extent received on or before the related Determination Date (or, if such Determination Date is not a Business Day, the next succeeding Business Day) will be transferred to the Payment Account to be applied in the following order of priority:
(A)to pay registration, registered office and filing fees, if any, of the Borrower, subject to a cap of $15,000 per annum;
(B)(1) first, to pay Administrative Expenses as provided in Section 9.01(a)(i)(B)(1) subject to the Administrative Expense Cap and (2) second, to the Administrative Agent to pay all fees and expenses of the Administrative Agent under the Facility Documents;
(C)to each Lender, pro rata, based on amounts owed, to pay accrued and unpaid Interest on the Advances and Unused Fees due to each such Lender and amounts payable to each such Lender under Section 2.11;
(D)(1) first, to the Servicer to pay the Servicer Fee, plus any Servicer Fee that remains due and unpaid in respect of any prior Payment Dates as a result of insufficient funds; and (2) second, to pay Servicer Expenses in accordance with the priorities specified in the definition thereof; provided that the amounts in this clause (D)(2) shall not exceed the Servicer Expense Cap;
(E)to pay the principal of the Advances of each Lender (pro rata, based on each Lender’s Percentage) until paid in full; provided that the Administrative Agent shall allocate such principal payments among the Classes in its sole discretion;
(F)to pay, on a pro rata basis, accrued and unpaid amounts owing to Affected Persons (if any) under Sections 2.10 and 13.04, all unpaid Facility Reduction Fees and all other fees, expenses or indemnities owed to the Secured Parties or Indemnified Parties;
(G)(1) first, to the payment of amounts referred to in clause (B) and
(2) second, to the payment of amounts referred to in clause (D) above, in each case to the extent not paid in full pursuant to such clause; and
(H) any remaining amount shall be released to the Borrower or its designee.
(b) If on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required by the Payment Date Report, the Collateral Agent shall make the disbursements called for in the order and according to the priority set forth under Section 9.01(a) to the extent funds are available therefor.
ARTICLE X
SALE OF COLLATERAL LOANS; PURCHASE OF ADDITIONAL COLLATERAL LOANS
Section 10.01 Sales of Collateral Loans.
(a) Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.03, the Borrower (or the Servicer on behalf of the Borrower) may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iii)):
the Borrower prior written consent, which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that, if the Administrative Agent shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent;
(ii)the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date;
(iii)after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Default or Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; provided that any representations of the Borrower, the Servicer and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) without regard to the materiality standard set forth in this clause (B), (C) the eligibility of any Collateral Loan remaining as part of the Collateral after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Related Documents, (E) there shall have been no material adverse change as to the Servicer or the Borrower, and (F) the Minimum OC Coverage Test will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OC Coverage Test will be maintained or improved);
(iv)such Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend, (x) insolvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate capital for its present and anticipated business and transactions;
(v)on or prior to the Lien Release Dividend Date, the Borrower shall have
(A)delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend;
(vi)a portion of a Collateral Loan may be transferred pursuant to a Lien Release Dividend provided that (A) such transfer does not have an adverse effect on the portion of such Collateral Loan remaining as a part of the Collateral, any other aspect of
(d)Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing or any repurchase obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.02. Any other provision in this Agreement notwithstanding, if a Replacement Servicer is appointed, it shall perform its obligations hereunder in good faith and with reasonable care, exercising a degree of skill and attention no less than what it exercises to service similar assets for itself and for others, such standard of care to be the “Servicing Standard” applicable to it.
(e)Subcontracts. The Servicer may, with the prior written consent (such consent not to be unreasonably withheld and shall not be required for any subcontracting to Affiliates of the Servicer) of the Administrative Agent, subcontract with any other Person for servicing, administering or collecting the Collateral; provided that (i) the Servicer shall select any such Person with reasonable care and shall be solely responsible for the fees and expenses payable to any such Person, (ii) the Servicer shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Servicer pursuant to the terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract shall be terminable upon the occurrence of a Servicer Removal Event.
(f)Waiver. The Borrower acknowledges that, after delivery of a Servicer Removal Notice and appointment as a Replacement Servicer pursuant to this Section 11.01, the Administrative Agent or any of its Affiliates may act as the Replacement Servicer, and the Borrower waives any and all claims against the Administrative Agent, each Lender or any of their respective Affiliates, the Collateral Agent and any of its Affiliates and the Servicer (other than claims relating to such party’s failure to act in accordance with the standard of care set forth herein, gross negligence or willful misconduct) relating in any way to the custodial or collateral administration functions having been performed by the Administrative Agent or any of its Affiliates in any capacity hereunder in accordance with the terms and provisions set forth in the Facility Documents.
(g)No Assignment. Notwithstanding anything to the contrary herein, the Servicer may not assign this Agreement without the consent of the Administrative Agent and the Required Lenders (such consent not to be unreasonably withheld), except that no such consent is required for an assignment to an Affiliate (i) that has substantially the same personnel as the Servicer and (ii) that has substantially the same or greater Tangible Net Worth as the Servicer.
Section 11.02 Duties of the Servicer.
(a)Duties. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to service, administer and collect on the Collateral from time to time, all in accordance with Applicable Law and the Servicing Standard. Prior to the delivery of a Servicer Removal Notice, but subject to the terms of this Agreement (including Section 11.04 and Article VI), the Servicer has the sole and exclusive authority to make any and all decisions with respect to the Collateral and take or refrain from taking any and all actions with respect to the Collateral. Without limiting the foregoing, the duties of the Servicer shall include the following (to the extent required under the terms of this Agreement):
(a)supervising the Collateral, including communicating with Obligors, executing amendments, providing consents and waivers, exercising voting rights, enforcing and collecting on the Collateral and otherwise managing the Collateral on behalf of the Borrower;
(b)maintaining all necessary servicing records with respect to the Collateral and providing such reports to the Administrative Agent and each Lender (with a copy to the Collateral Agent and the Custodian) in respect of the servicing of the Collateral (including information relating to its performance under this Agreement) as may be required hereunder or as the Administrative Agent or any Lender may reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(c)maintaining and implementing administrative and operating procedures (including an ability to recreate servicing records evidencing the Collateral in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Collateral;
(d)promptly delivering to the Administrative Agent, each Lender, the Collateral Agent or the Custodian, from time to time, such information and servicing records (including information relating to its performance under this Agreement) as the Administrative Agent, each Lender, the Custodian or the Collateral Agent may from time to time reasonably request in accordance with the requirements of this Agreement and which can be obtained without any undue burden or expense;
(e)identifying each Collateral Loan in its internal servicing records to reflect the ownership of such Collateral Loan by the Borrower;
Section 13.24 EU Transparency Requirements.
(a)The Borrower has agreed to be the designated reporting entity for purposes of Article 7(2) of the Securitisation Regulation, and has agreed to make available to (A) any Lender, (B) any potential Lender and (C) any Competent Authority (as defined under the Securitisation Regulation) (each, a “Relevant Recipient”) the documents, reports and information necessary to fulfil any applicable reporting obligations under the EU Transparency Requirements, including, but not limited to each of the Investor Reports and the Portfolio Reports.
(b)Without prejudice to their rights hereunder and without accepting any liability, each Relevant Recipient a party hereto acknowledges (or in the case of additional Lenders, shall acknowledge) that the agreed form of the transaction summary as set out in Schedule 10 is the transaction summary to be provided to each Relevant Recipient by the Borrower in accordance with the requirements of Article 7(1)(c) of the Securitisation Regulation. The Borrower (or the Servicer on its behalf) shall make the same available to the Competent Authorities to the extent required under the EU Transparency Requirements.
(c)None of the Borrower and the Servicer shall be liable for the relevant Lender’s compliance with such Lender’s own obligations under the Securitisation Regulation or any other similar regulatory obligations. For the avoidance of doubt, the preceding sentence shall not limit the liability of the Borrower or the Servicer for any breach of their respective obligations under this Agreement, including this Section 13.24.
Section 13.25 Acknowledgement Regarding Any Supported QFCs. To the extent that this Agreement provides support, through a guarantee or otherwise, for hedge agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation
and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and this Agreement were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
SCHEDULE 1
INITIAL INDIVIDUAL LENDER MAXIMUM FUNDING AMOUNTS AND PERCENTAGES
| | | | | | | | |
Lender | Initial Individual Lender Maximum Funding Amount | Percentage of Initial Individual Lender Maximum Funding Amount to Maximum Facility Amount |
BNP Paribas | $300,000,000700,000,000 | 100%88.61% |
State Street Bank and Trust Company | $90,000,000 | 11.39% |
| | |
USActive 58389336.559024866.5 |
Execution Version
FOURTEENTH AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
dated as of
April 19, 2023
between
ARES CAPITAL CORPORATION
The LENDERS Party Hereto
and
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
Bank of America, N.A.,
TRUIST BANK,
SUMITOMO MITSUI BANKING CORPORATION,
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Syndication Agents
$4,758,000,000
__________________
JPMORGAN CHASE BANK, N.A.
BOFA SECURITIES, INC.
TRUIST SECURITIES, INC.,
SUMITOMO MITSUI BANKING CORPORATION,
WELLS FARGO SECURITIES, LLC
as Joint Bookrunners and Joint Lead Arrangers
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS | | | | | | | | |
SECTION 1.01. Defined Terms | | 1 | |
SECTION 1.02. Classification of Loans and Borrowings | | 51 | |
SECTION 1.03. Terms Generally | | 51 | |
SECTION 1.04. Accounting Terms; GAAP | | 52 | |
SECTION 1.05. Currencies; Currency Equivalents; Benchmark Notification | | 52 | |
SECTION 1.06. Divisions | | 54 | |
ARTICLE II
THE CREDITS | | | | | | | | |
SECTION 2.01. The Commitments | | 55 | |
SECTION 2.02. Loans and Borrowings | | 55 | |
SECTION 2.03. Requests for Borrowings | | 57 | |
SECTION 2.04. Letters of Credit | | 58 | |
SECTION 2.05. Funding of Borrowings | | 64 | |
SECTION 2.06. Interest Elections | | 65 | |
SECTION 2.07. Termination, Reduction or Increase of the Commitments | | 66 | |
SECTION 2.08. Repayment of Loans; Evidence of Debt | | 69 | |
SECTION 2.09. Prepayment of Loans | | 71 | |
SECTION 2.10. Fees | | 77 | |
SECTION 2.11. Interest | | 78 | |
SECTION 2.12. Alternate Rate of Interest | | 79 | |
SECTION 2.13. Increased Costs | | 84 | |
SECTION 2.14. Break Funding Payments | | 85 | |
SECTION 2.15. Taxes | | 86 | |
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set‑offs | | 89 | |
SECTION 2.17. Defaulting Lenders | | 92 | |
SECTION 2.18. Mitigation Obligations; Replacement of Lenders | | 95 | |
SECTION 2.19. Swingline Loans | | 96 | |
ARTICLE III
REPRESENTATIONS AND WARRANTIES | | | | | | | | |
SECTION 3.01. Organization; Powers | | 98 | |
SECTION 3.02. Authorization; Enforceability | | 99 | |
SECTION 3.03. Governmental Approvals; No Conflicts | | 99 | |
SECTION 3.04. Financial Condition; No Material Adverse Change | | 99 | |
SECTION 3.05. Litigation | | 100 | |
SECTION 3.06. Compliance with Laws and Agreements | | 100 | |
SECTION 3.07. Sanctions and Anti-Corruption Laws | | 100 | |
SECTION 3.08. Taxes | | 100 | |
| | | | | | | | |
SECTION 3.09. ERISA | | 100 | |
SECTION 3.10. Disclosure | | 101 | |
SECTION 3.11. Investment Company Act; Margin Regulations | | 101 | |
SECTION 3.12. Material Agreements and Liens | | 101 | |
SECTION 3.13. Subsidiaries and Investments | | 102 | |
SECTION 3.14. Properties | | 102 | |
SECTION 3.15. Affiliate Agreements | | 103 | |
SECTION 3.16. Security Documents | | 103 | |
SECTION 3.17. Affected Financial Institutions | | 103 | |
ARTICLE IV
CONDITIONS | | | | | | | | |
SECTION 4.01. Restatement Effective Date | | 103 | |
SECTION 4.02. Each Credit Event | | 105 | |
ARTICLE V
AFFIRMATIVE COVENANTS | | | | | | | | |
SECTION 5.01. Financial Statements and Other Information | | 106 | |
SECTION 5.02. Notices of Material Events | | 108 | |
SECTION 5.03. Existence; Conduct of Business | | 109 | |
SECTION 5.04. Payment of Obligations | | 109 | |
SECTION 5.05. Maintenance of Properties; Insurance | | 109 | |
SECTION 5.06. Books and Records; Inspection Rights | | 109 | |
SECTION 5.07. Compliance with Laws; Anti-Corruption; Sanctions | | 110 | |
SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances | | 110 | |
SECTION 5.09. Use of Proceeds | | 112 | |
SECTION 5.10. Status of RIC and BDC | | 113 | |
SECTION 5.11. Investment and Valuation Policies | | 113 | |
SECTION 5.12. Portfolio Valuation and Diversification, Etc | | 113 | |
SECTION 5.13. Calculation of Borrowing Base | | 117 | |
ARTICLE VI
NEGATIVE COVENANTS | | | | | | | | |
SECTION 6.01. Indebtedness | | 127 | |
SECTION 6.02. Liens | | 128 | |
SECTION 6.03. Fundamental Changes and Dispositions of Assets | | 130 | |
SECTION 6.04. Investments | | 132 | |
SECTION 6.05. Restricted Payments | | 132 | |
SECTION 6.06. Certain Restrictions on Subsidiaries | | 134 | |
SECTION 6.07. Certain Financial Covenants | | 134 | |
SECTION 6.08. Transactions with Affiliates | | 135 | |
SECTION 6.09. Lines of Business | | 135 | |
SECTION 6.10. No Further Negative Pledge | | 135 | |
SECTION 6.11. Modifications of Certain Documents | | 135 | |
| | | | | | | | |
SECTION 6.12. Payments of Other Indebtedness | | 136 | |
SECTION 6.13. Specified Debt | | 136 | |
ARTICLE VII
EVENTS OF DEFAULT
| | | | | | | | |
SECTION 7.01. Events of Default | | 137 | |
ARTICLE VIII
THE ADMINISTRATIVE AGENT
ARTICLE IX
MISCELLANEOUS
| | | | | | | | |
SECTION 9.01. Notices; Electronic Communications | | 145 | |
SECTION 9.02. Waivers; Amendments | | 148 | |
SECTION 9.03. Expenses; Indemnity; Damage Waiver | | 151 | |
SECTION 9.04. Successors and Assigns | | 152 | |
SECTION 9.05. Survival | | 156 | |
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution | | 157 | |
SECTION 9.07. Severability | | 157 | |
SECTION 9.08. Right of Setoff | | 158 | |
SECTION 9.09. Governing Law; Jurisdiction; Etc | | 158 | |
SECTION 9.10. WAIVER OF JURY TRIAL | | 159 | |
SECTION 9.11. Judgment Currency | | 159 | |
SECTION 9.12. Headings | | 160 | |
SECTION 9.13. Treatment of Certain Information; Confidentiality | | 160 | |
SECTION 9.14. USA PATRIOT Act | | 161 | |
SECTION 9.15. Acknowledgment and Consent to Bail-In of Affected Financial Institutions | | 161 | |
SECTION 9.16. No Fiduciary Duty | | 162 | |
SECTION 9.17. German Bank Separation Act | | 162 | |
SECTION 9.18. Acknowledgement Regarding Any Supported QFCs | | 164 | |
SCHEDULE I – Commitments
SCHEDULE II – Material Agreements and Liens
SCHEDULE III – Permitted Indebtedness outstanding on the Restatement Effective Date
SCHEDULE IV – Subsidiaries and Investments
SCHEDULE V – Transactions with Affiliates
SCHEDULE VI – GICS Industry Classification Group List
SCHEDULE VII – Approved Dealers and Approved Pricing Services
SCHEDULE VIII – Excluded Assets
SCHEDULE IX – Letter of Credit Commitments and Swingline Commitments
EXHIBIT A ‑ Form of Assignment and Assumption
EXHIBIT B ‑ Form of Guarantee and Security Agreement Confirmation
EXHIBIT C - Form of Opinion of Maryland Counsel to the Borrower
EXHIBIT D - Form of Opinion of Counsel to JPMCB
EXHIBIT E - Form of Borrowing Base Certificate
EXHIBIT F - Form of Borrowing Request
EXHIBIT G - Form of Interest Election Request
FOURTEENTH AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of April 19, 2023 (this “Agreement”), between ARES CAPITAL CORPORATION, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. as Administrative Agent.
Ares Capital Corporation, the “Lenders” party thereto, (the “Existing Lenders”) and the Administrative Agent, are parties to a Senior Secured Revolving Credit Agreement dated as of December 28, 2005 as amended and restated as of March 31, 2022 (the “Existing Credit Facility”).
Each of the Existing Lenders and each other lender party hereto shall become or continue as a “Lender” under the Existing Credit Facility as amended and restated by this Agreement.
The Borrower has requested that the Lenders provide the credit facilities described herein under this Agreement which shall amend and restate the Existing Credit Facility in its entirety on the terms specified herein to, inter alia, extend credit to the Borrower in an initial aggregate principal or face amount not exceeding $4,758,000,000 at any one time outstanding. The Lenders are prepared to amend and restate the Existing Credit Facility in its entirety upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
“2021 Non-Extending Lender” means Bank of Montreal and any successor or assign of a 2021 Non-Extending Lender in accordance with this Agreement, other than any 2021 Non-Extending Lender that becomes an Extending Lender as provided in the definition thereof.
“2022 Non-Extending Lender” means each of HSBC Bank USA, National Association, Credit Suisse AG, New York Branch, and any successor or assign of a 2022 Non-Extending Lender in accordance with this Agreement, other than any 2022 Non-Extending Lender that becomes an Extending Lender as provided in the definition thereof.
“2023 Non-Extending Lender” means each of Santander Bank, N.A., MUFG Bank, Ltd., Mega International Commercial Bank Co., Ltd. New York Branch and Land Bank of Taiwan, New York Branch, and any successor or assign of a 2023 Non-Extending Lender in accordance with this Agreement, other than any 2023 Non-
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Extending Lender that becomes an Extending Lender as provided in the definition thereof.
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are denominated in Dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.
“Additional Debt Amount” means, as of any date, the greater of (a) $50,000,000 and (b) an amount equal to 5% of Shareholders’ Equity plus the principal amount of any repayment after the Restatement Effective Date of the Borrower’s unsecured notes described in clauses (i) through (ix) of the definition of “Covered Debt Amount”; provided that the maximum amount of additional debt allowed under this clause (b) shall not exceed 10% of Shareholders’ Equity.
“Adjusted Daily Simple RFR” means, with respect to any RFR Borrowing denominated in Sterling, an interest rate per annum equal to (a) the Daily Simple RFR for Sterling, plus (b) 0.0326%; provided that if the Adjusted Daily Simple RFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjusted EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjusted Gross Borrowing Base” means, the sum of (i) the Gross Borrowing Base plus (ii) the amount of any cash held in a “collection” (or similar) account of any Excluded Asset that is a “collateralized loan obligation” (a “CLO”) or is otherwise subject to a third-party financing whereby a trustee or similar third party administers the “collection” (or similar) account and periodic “waterfall” payments therefrom, in each case, that is reflected on a “payment date schedule” (or similar distribution statement and, in each case, which may be a draft so long as the amount to be distributed has been finalized) to be (subject only to the lapse of time for a period not to exceed 30 days from the date of such schedule or statement) irrevocably distributed, directly or indirectly, to an Obligor on the next payment date or similar distribution date for such CLO or other Excluded Asset.
“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
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“Administrative Agent” means JPMCB, in its capacity as administrative agent for the Lenders hereunder.
“Administrative Agent’s Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Advance Rate” has the meaning assigned to such term in Section 5.13.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Anything herein to the contrary notwithstanding, the term “Affiliate” shall not include any Person that constitutes an Investment held by any Obligor in the ordinary course of business.
“Affiliate Agreements” means collectively, (a) the Restated Investment Advisory and Management Agreement dated as of June 6, 2011 between the Borrower and Ares Capital Management, (b) the Amended and Restated Administration Agreement dated as of June 1, 2007, between the Borrower and Ares Operations LLC, (c) the Trademark License Agreement dated as of September 30, 2004 between Ares Capital Corporation and Ares Management LLC and (d) other than for purposes of Section 6.11, the CP Facility Documents and the JB Facility Documents.
“Agreed Foreign Currency” means, at any time, any of CAD, GBP, EUR and, with the agreement of each Multicurrency Lender and Multicurrency Issuing Bank, any other Foreign Currency, so long as, in respect of any such specified Foreign Currency or other Foreign Currency, at such time (a) such Foreign Currency is readily available, freely transferable and not restricted and able to be converted into Dollars, and (b) no central bank or other governmental authorization in the country of issue of such Foreign Currency (including, in the case of the Euro, any authorization by the European Central Bank) is required to permit use of such Foreign Currency by any Multicurrency Lender for making any Revolving Loan hereunder or to permit any Issuing Bank to issue (or to make payment under) any Letter of Credit denominated in such Foreign Currency and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon (or to repay any LC Disbursement under a Letter of Credit denominated in such Foreign Currency), unless such authorization has been obtained and is in full force and effect.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on
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such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.12 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.12(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1%, such rate shall be deemed to be 1% for purposes of this Agreement.
“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and all other all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to money laundering, bribery or corruption.
“Applicable Dollar Percentage” means, with respect to any Dollar Lender, the percentage of the total Dollar Commitments represented by such Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentages shall be determined based upon the Dollar Commitments most recently in effect, giving effect to any assignments.
“Applicable Margin” means, for any day, (a) (i) if the Gross Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is equal to or greater than 1.60 times the Combined Debt Amount, (A) with respect to any ABR Loan, 0.75% and (B) in the case of any Term Benchmark Loan or RFR Loan, 1.75%, and (ii) if the Gross Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is less than 1.60 times the Combined Debt Amount, (A) with respect to any ABR Loan, 0.875%, and (B) in the case of any Term Benchmark Loan, or RFR Loan 1.875%, and (b) with respect to the commitment fees payable under Section 2.10(a) hereunder, 0.375%. Any change in the Applicable Margin due to a change in the ratio of the Gross Borrowing Base to the Combined Debt Amount as set forth in any Borrowing Base Certificate shall be effective from and including the day immediately succeeding the date of delivery of such Borrowing Base Certificate; provided that if any Borrowing Base Certificate has not been delivered in accordance with Section 5.01(d), then from and including the day immediately succeeding the date on which such Borrowing Base Certificate was required to be delivered, the Applicable Margin shall be the Applicable Margin set forth in clause
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(b) above to and including the date on which the required Borrowing Base Certificate is delivered.
“Applicable Multicurrency Percentage” means, with respect to any Multicurrency Lender, the percentage of the total Multicurrency Commitments represented by such Lender’s Multicurrency Commitment. If the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentages shall be determined based upon the Multicurrency Commitments most recently in effect, giving effect to any assignments.
“Applicable Percentage” means, with respect to any Lender, the percentage of the aggregate Term Loans and total Revolving Commitments of such Lender. If the Revolving Commitments have terminated or expired, the Applicable Percentages previously based on such Revolving Commitments shall be determined based upon the existing Revolving Exposure.
“Approved Dealer” means (a) in the case of any Portfolio Investment that is not a U.S. Government Security, a bank or a broker-dealer registered under the Securities Exchange Act of 1934 of nationally recognized standing or an Affiliate thereof, (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities, and (c) in the case of any foreign Portfolio Investment, any foreign broker-dealer of internationally recognized standing or an Affiliate thereof, in the case of each of clauses (a), (b) and (c) above, as set forth on Schedule VII or any other bank or broker-dealer acceptable to the Administrative Agent in its reasonable determination.
“Approved Pricing Service” means a pricing or quotation service as set forth in Schedule VII or any other pricing or quotation service approved by the Board of Directors of the Borrower and designated in writing to the Administrative Agent (which designation shall be accompanied by a copy of a resolution of the Board of Directors of the Borrower that such pricing or quotation service has been approved by the Borrower).
“Approved Third Party Appraiser” means each of (a) Houlihan Lokey Howard & Zukin Inc., (b) Lincoln International LLC (formerly known as Lincoln Partners LLC), (c) Duff & Phelps Corporation, (d) Valuation Research Corporation, and (e) any other third party appraiser selected by the Borrower in its reasonable discretion.
“Ares Capital CP” means Ares Capital CP Funding LLC, a wholly owned Subsidiary of the Borrower.
“Ares Capital CP Holdings” means Ares Capital CP Funding Holdings LLC, a wholly owned Subsidiary of the Borrower.
“Ares Capital JB” means Ares Capital JB Funding LLC, a wholly owned Subsidiary of the Borrower.
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“Ares Capital Management” means Ares Capital Management LLC, a Delaware Limited Liability Company.
“Asset Coverage Ratio” means the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of (a) the value of total assets of the Borrower and its Subsidiaries, less all liabilities (other than outstanding Indebtedness, including outstanding Indebtedness hereunder) of the Borrower and its Subsidiaries, to (b) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries. For the purposes of calculating the Asset Coverage Ratio, Indebtedness of an SBIC Subsidiary outstanding as of the date of such calculation shall be excluded from the calculation of Asset Coverage Ratio to the extent and in the manner that such Indebtedness may be excluded from the asset coverage requirements of sections 18(a) and 61(d) of the Investment Company Act pursuant to an effective exemptive order issued by the US Securities and Exchange Commission.
“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
“Assuming Lender” has the meaning assigned to such term in Section 2.07(e).
“Availability Period” means, with respect to any Revolving Commitments, the period from and including the Restatement Effective Date to but excluding the earlier of the Commitment Termination Date and the date of termination of such Revolving Commitments.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark (or component thereof, as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.12.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United
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Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bank of America” means Bank of America, N.A.
“Basel III” means the agreements on capital requirements, leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented or restated.
“Benchmark” means, initially, with respect to any (i) RFR Loan in any Agreed Foreign Currency, the applicable Relevant Rate for such Agreed Foreign Currency or (ii) Term Benchmark Loan in Dollars or any Agreed Foreign Currency, the applicable Relevant Rate for Dollars or such Agreed Foreign Currency; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark, then “Benchmark” for such Currency means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.12.
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in a Currency other than Dollars, “Benchmark Replacement” shall mean the alternative set forth in (2) below:
(1) in the case of any Loan denominated in Dollars, the sum of: (a) Daily Simple SOFR and (b) 0.10%, or
(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Foreign Currency at such time.
“Benchmark Replacement Conforming Changes” ” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
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(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such
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component thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.
“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Borrower” means Ares Capital Corporation, a Maryland corporation.
“Borrowing” means (a) all ABR Loans of the same Class made, converted or continued on the same date, (b) all Term Benchmark Loans of the same Class denominated in the same Currency that have the same Interest Period, (c) all RFR Loans of the same Class denominated in the same Currency that have the same Interest Period and/or (d) a Pro-Rata Borrowing, as applicable.
“Borrowing Base” has the meaning assigned to such term in Section 5.13.
“Borrowing Base Certificate” means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit E and appropriately completed.
“Borrowing Base Deficiency” means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.
“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 substantially in the form of Exhibit F.
“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that, (a) in relation to Loans denominated in Dollars, any U.S. Government Securities Business Day,
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(b) in relation to Loans denominated in GBP, any day (other than a Saturday or a Sunday) on which banks are open for business in London, (c) in relation to any Loan denominated in a Local Rate Currency, any day (other than a Saturday or a Sunday) on which the central bank responsible for administering such Currency is open for business, as determined by the Administrative Agent in its reasonable discretion, (d) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day and (e) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Foreign Currency of such RFR Loan, any such day that is only an RFR Business Day.
“CAD” and “C$” denote the lawful currency of Canada.
“CAD Screen Rate” has the meaning assigned to such term in the
definition of “CDOR Rate”.
“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided, that if any the above rates shall be less than 1%, such rate shall be deemed to be 1% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively.
“Capital Lease Obligations” of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Capital Stock” of any Person means any and all shares of corporate stock (however designated) of, and any and all other equity interests and participations representing ownership interests (including membership interests and limited liability company interests) in, such Person.
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“Cash” means any immediately available funds in Dollars or in any currency other than Dollars which is a freely convertible currency.
“Cash Equivalents” means investments (other than Cash) that are one or more of the following obligations:
(a) U.S. Government Securities, in each case maturing within one year from the date of acquisition thereof;
(b) investments in commercial paper or other short-term corporate obligations maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s;
(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof (i) issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof or under the laws of the jurisdiction or any constituent jurisdiction thereof of any Agreed Foreign Currency, provided that such certificates of deposit, banker’s acceptances and time deposits are held in a securities account (as defined in the Uniform Commercial Code) through which the Collateral Agent can perfect a security interest therein and (ii) having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s;
(d) fully collateralized repurchase agreements with a term of not more than 30 days from the date of acquisition thereof for U.S. Government Securities and entered into with (i) a financial institution satisfying the criteria described in clause (c) of this definition or (ii) an Approved Dealer having (or being a member of a consolidated group having) at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s;
(e) a Reinvestment Agreement issued by any bank (if treated as a deposit by such bank), or a Reinvestment Agreement issued by any insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such Reinvestment Agreement may be unwound at the option of the Borrower at any time without penalty;
(f) money market funds that have, at all times, credit ratings of “Aaa” and “MR1+” by Moody’s and “AAAm” or “AAAm-G” by S&P, respectively; and
(g) any of the following offered by U.S. Bank National Association (or any successor custodian or other entity acting in a similar capacity with respect to the Borrower) (I) money market deposit accounts, (II) eurodollar time
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deposits, (III) commercial eurodollar sweep services or (IV) open commercial paper services, in each case having, at such date of acquisition, a credit rating of at least A-1 from S&P and at least P-1 from Moody’s and maturing not later than 270 days from the date of acquisition thereof,
provided, that (i) in no event shall Cash Equivalents include any obligation that provides for the payment of interest alone (for example, interest-only securities or “IOs”); (ii) if any of Moody’s or S&P changes its rating system, then any ratings included in this definition shall be deemed to be an equivalent rating in a successor rating category of Moody’s or S&P, as the case may be; (iii) Cash Equivalents (other than U.S. Government Securities or repurchase agreements) shall not include any such investment of more than 10% of total assets of the Obligors in any single issuer; and (iv) in no event shall Cash Equivalents include any obligation that is not denominated in Dollars or an Agreed Foreign Currency.
“CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
“CBR Spread” means the Applicable Margin, applicable to such Loan that is replaced by a CBR Loan.
“CDOR Rate” means, on any day and for any period, an annual rate of interest equal to the average rate applicable to CAD bankers’ acceptances for the applicable period that appears on the Reuters Screen CDOR Page (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:15 a.m. Toronto time on such day, or if such day is not a Business Day, then on the immediately preceding Business Day (the “CAD Screen Rate”); provided that if such CAD Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Central Bank Rate” means, (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and (c) any other Agreed Foreign Currency, a central bank rate as determined by the Administrative Agent in its
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reasonable discretion and (ii) 0% ; plus (B) the applicable Central Bank Rate Adjustment; provided that if the Central Bank Rate as determined above shall be less than 0.00%, such rate shall be deemed to be 0.00%.
“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, and (c) any other Agreed Foreign Currency, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Foreign Currency for a maturity of one month; provided that if such rate shall be less than 0.00%, such rate shall be deemed to be 0.00%.
“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Restatement Effective Date), of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the requisite members of the board of directors of the Borrower nor (ii) appointed by a majority of the directors so nominated; or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group other than Ares Capital Management or any Affiliate of Ares Capital Management that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.
“Change in Law” means (a) the adoption of any law, rule or regulation after the Restatement Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Restatement Effective Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued
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after the Restatement Effective Date; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Term Loans or Revolving Loans and, in the case of a Revolving Loan, whether such Loan, or the Loans constituting such Borrowing, are Dollar Loans or Multicurrency Loans; when used in reference to any Lender, refers to whether such Lender is a Term Lender or a Revolving Lender and, in the case of any Revolving Lender, whether such Lender is a Dollar Lender or a Multicurrency Lender; and, when used in reference to any Commitment, refers to whether such Commitment is a Term Commitment or Revolving Commitment, in the case of any Revolving Commitment, whether such Commitment is a Dollar Commitment or Multicurrency Commitment, and when used in reference to LC Exposure, refers to whether such LC Exposure is a Dollar LC Exposure or Multicurrency LC Exposure.
“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Collateral” has the meaning assigned to such term in the Guarantee and Security Agreement.
“Collateral Agent” means JPMCB in its capacity as Collateral Agent under the Guarantee and Security Agreement, and includes any successor Collateral Agent thereunder.
“Collateral Pool” means, at any time, each Portfolio Investment that has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent and is subject to the Lien of the Guaranty and Security Agreement, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein and in which the Collateral Agent has a first-priority perfected Lien as security for the Secured Obligations (subject to any Lien permitted by Section 6.02 hereof), provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no other method of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied in full within 7 days of such inclusion.
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“Combined Debt Amount” means, as of any date, (i) the greater of (A) the sum of the aggregate amount of Revolving Credit Exposures of all Lenders as of such date plus the aggregate outstanding amount of Term Loans as of such date and (B) 85% of the sum of the aggregate amount of Revolving Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date) plus the aggregate outstanding amount of Term Loans as of such date plus (ii) the aggregate amount of outstanding Designated Indebtedness and, without duplication, unused Designated Indebtedness Commitments (as each such term is defined in the Guarantee and Security Agreement).
“Commitment” means, collectively, the Term Commitments and the Revolving Commitments.
“Commitment Increase” has the meaning assigned to such term in Section 2.07(e).
“Commitment Increase Date” has the meaning assigned to such term in Section 2.07(e).
“Commitment Termination Date” means April 19, 2027.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Concurrent Transactions” means, with respect to any proposed action or transaction hereunder, (a) any acquisition or sale of Portfolio Investments or other property or assets, (b) any payment of outstanding Loans, cash collateralization of Letters of Credit as contemplated by Section 2.04(k), or payment of other Indebtedness that is included in the Covered Debt Amount, (c) any return of capital or other distribution or receipt of cash from any Investment, (d) any incurrence of Indebtedness and the use of proceeds thereof, (e) any sale of Equity Interests by the Borrower, and (f) any pro forma adjustments related to any of the actions or transactions described in the foregoing clauses (a) through (e), in each case, (x) that occurs substantially simultaneously with (and in any event within twenty-four (24) hours of) such proposed action or transaction and (y) is evidenced by a current Borrowing Base Certificate delivered by the Borrower (which may include any activities permitted to be included under clause (x) above).
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Controlled Foreign Corporation” means any Subsidiary which is (i) a “controlled foreign corporation” (within the meaning of Section 957 of the Code), (ii) a subsidiary substantially all the assets of which consist of equity in Subsidiaries described
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in clause (i) of this definition, or (iii) an entity treated as disregarded for U.S. federal income tax purposes whose sole assets are voting stock of a Subsidiary described in clause (i) or (ii) of this definition.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Conversion Rights” means, collectively, the rights set forth in Article 13 of the Indentures (such conversion rights, including Physical Settlement, Cash Settlement and/or Combination Settlement, as each such term is defined in the respective Indentures).
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
“Covered Debt Amount” means, on any date and without duplication, (a) all of the Credit Exposures of all Lenders on such date plus (b) the aggregate amount of outstanding Permitted Indebtedness on such date plus (c) all Special Longer Term Unsecured Indebtedness plus (d) the aggregate amount of any Indebtedness incurred pursuant to Sections 6.01(g), 6.01(i), 6.01(j) and 6.01 (l) minus (d) the LC Exposures fully cash collateralized on such date pursuant to Section 2.04(k) and the last paragraph of Section 2.08(a); provided that the aggregate principal amount of (i) the Borrower’s 4.625% convertible notes due March 2024, (ii) the Borrower’s 4.200% notes due June 2024, (iii) the Borrower’s 4.250% notes due March 2025, (iv) the Borrower’s 3.250% notes due July 2025, (v) the Borrower’s 3.875% notes due January 2026, (vi) the Borrower’s 2.150% notes due July 2026, (vii) the Borrower’s 2.875% notes due June 2027, (viii) the Borrower’s 2.875% notes due June 2028, (ix) the Borrower’s 3.200% notes due November 2031, and (x) all Unsecured Indebtedness, Special Longer Term Unsecured Indebtedness (other than Excess Special Longer Term Unsecured Indebtedness), and 50% of all then outstanding Shorter Term Unsecured Indebtedness (including, for the avoidance of doubt, Excess Special Longer Term Unsecured Indebtedness) shall be excluded from the calculation of the Covered Debt Amount, in each case, to the extent then outstanding, until the date that is 9 months prior to the scheduled maturity date of such notes, Unsecured Indebtedness, Special Longer Term Unsecured Indebtedness, or Shorter Term Unsecured Indebtedness (including, for the avoidance of doubt, Excess Special Longer Term Unsecured Indebtedness), as applicable, provided, that to the extent, but only to the extent, any portion of Unsecured Indebtedness, Special Longer Term Unsecured Indebtedness, or Shorter Term Unsecured Indebtedness (including, for the avoidance of doubt, Excess Special Longer Term Unsecured Indebtedness) referred to in clause (x) above is subject to a contractually scheduled amortization payment, other principal payment or redemption earlier than 6 months after the Maturity Date (in the case of Unsecured Indebtedness), or earlier than the original final maturity date of such Indebtedness (in the case of Special Longer Term
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Unsecured Indebtedness or Shorter Term Unsecured Indebtedness), all of such portion of such Indebtedness, to the extent then outstanding, shall be included in the calculation of the Covered Debt Amount beginning upon the date that is the later of (i) 9 months prior to such scheduled amortization payment, other principal payment or redemption and (ii) the date the Borrower becomes aware that such Indebtedness is required to be paid or redeemed; provided further that in the case of notes referred to in clauses (i) through (ix) above, such notes, to the extent then outstanding, shall be included in the Covered Debt Amount at all times after the Commitment Termination Date. For the avoidance of doubt, for purposes of calculating the Covered Debt Amount, any convertible securities will be included at the then outstanding principal balance thereof.
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party” has the meaning assigned to it in Section 9.18.
“Credit Party” means the Administrative Agent, each Issuing Bank, or any other Lender.
“CP Facility” means the credit facility dated January 22, 2010 between, among others, Ares Capital CP and Wells Fargo Securities, LLC pursuant to the CP Facility Documents.
“CP Facility Documents” means, collectively, (a) the Amended and Restated Purchase and Sale Agreement, dated as of January 22, 2010 between the Borrower and Ares Capital CP Holdings, (b) the Amended and Restated Purchase and Sale Agreement, dated as of January 22, 2010 between Ares Capital CP Holdings and Ares Capital CP, (c) the Amended and Restated Sale and Servicing Agreement, dated as of January 22, 2010 by and among the Borrower, Ares Capital CP, Wells Fargo Bank, National Association, as the note purchaser, Wells Fargo Securities, LLC, as the administrative agent and U.S. Bank National Association, as the collateral custodian, trustee and the bank and (d) the Amended and Restated Intercreditor and Concentration Account Agreement, dated as of December 28, 2005, by and among the Borrower, U.S. Bank National Association as the trustee and the concentration account bank, JPMCB, the note purchaser and each securitization agent party thereto from time to time. It is understood that the term “CP Facility Documents” shall not include the exhibits and schedules thereto.
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“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Term Loans and Revolving Credit Exposure at such time.
“Currency” means Dollars or any Agreed Foreign Currency.
“Custodian Agreement” means the Amended and Restated Custodian Agreement dated as of May 15, 2009 between the Borrower and U.S. Bank National Association.
“Daily Simple ESTR” means, with respect to any Swingline Loan requested in Euros for any Business Day, an interest rate per annum equal to the greater of (a) ESTR based on the published rate of ESTR as of the Business Day of such request and (b) 0%. Any change in Daily Simple ESTR due to a change in the applicable ESTR shall be effective from and including the effective date of such change in the ESTR without notice.
“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in Sterling, SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR Rate Day is an U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.
“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, unless, in the case of any Loans, such Lender’s failure is based on such Lender’s reasonable determination that the conditions precedent to funding such Loan under this Agreement have not been met, such conditions have not otherwise been waived in accordance with the terms of this Agreement and such Lender has advised the Administrative Agent in writing (with reasonable detail of those conditions that have not
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been satisfied) prior to the time at which such funding was to have been made, (b) notified the Borrower, the Administrative Agent, any Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit (unless such writing or public statement states that such position is based on such Lender’s commercially reasonable determination that a condition precedent to funding or extension of credit (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (f) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
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“Designated Subsidiary” means:
1.An SBIC Subsidiary; or
2.(a) a direct or indirect Subsidiary of the Borrower designated by the Borrower as a “Designated Subsidiary” which meets the following criteria:
(i) to which any Obligor sells, conveys or otherwise transfers (whether directly or indirectly) Portfolio Investments, which engages in no material activities other than in connection with the purchase or financing of such assets;
(ii) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Subsidiary (A) is Guaranteed by any Obligor (other than Guarantees in respect of Standard Securitization Undertakings), (B) is recourse to or obligates any Obligor in any way other than pursuant to Standard Securitization Undertakings or (C) subjects any property of any Obligor (other than property that has been contributed or sold, purported to be sold or otherwise transferred to such Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings or any Guarantee thereof,
(iii) with which no Obligor has any material contract, agreement, arrangement or understanding other than on terms no less favorable to such Obligor than those that might be obtained at the time from Persons that are not Affiliates of any Obligor, other than fees payable in the ordinary course of business in connection with servicing receivables or financial assets, and
(iv) to which no Obligor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results, other than pursuant to Standard Securitization Undertakings; or
(b) a direct or indirect Subsidiary of the Borrower designated by the Borrower as a “Designated Subsidiary” and which satisfies each of the foregoing criteria set forth in clauses (2)(a)(ii), (iii) and (iv).
Any such designation under this clause (2) by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such officer’s knowledge, such designation complied with the foregoing conditions set forth in clauses (2)(a) or (2)(b). For the avoidance of doubt, in the case of clause (2)(a), the Borrower shall be in compliance with Section 6.03(d) after giving effect to any such designation. Each Subsidiary of a Designated Subsidiary shall be deemed to be a Designated Subsidiary and shall comply with the foregoing requirements of this definition. The parties hereby agree that the Subsidiaries identified as Designated Subsidiaries on Schedule IV hereto shall each constitute a Designated Subsidiary so long as they comply with the foregoing requirements of this definition.
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“Dollar Commitment” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Revolving Loans denominated in Dollars hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Dollar Credit Exposure permitted hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Dollar Commitment is set forth on Schedule I, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Dollar Commitment, as applicable. The aggregate amount of the Lenders’ Dollar Commitments as of the Restatement Effective Date is $665,750,000.
“Dollar Equivalent” for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, and (b) if such amount is expressed in a Foreign Currency, the equivalent of such amount in Dollars determined at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency at such time.
“Dollar Issuing Bank” means any Issuing Bank identified in Schedule IX that has agreed to issue Letters of Credit under its respective Dollar Commitment.
“Dollar LC Exposure” means a Dollar Lender’s LC Exposure under its Dollar Commitment.
“Dollar Lender” means the Persons listed on Schedule I as having Dollar Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Dollar Commitment or to acquire Revolving Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.
“Dollar Loan” means a Revolving Loan made pursuant to the Dollar Commitments.
“Dollar Swingline Exposure” means a Dollar Lender’s Swingline Exposure under its Dollar Commitment.
“Dollars” or “$” refers to lawful money of the United States of America.
“Domestic Subsidiary” means any Subsidiary other than a Controlled Foreign Corporation.
“EBITDA” means the consolidated net income of the applicable Person (excluding extraordinary, unusual or non-recurring gains and extraordinary losses (to the extent excluded in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable
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Portfolio Investment)) for the relevant period plus, without duplication, the following to the extent deducted in calculating such consolidated net income in the relevant agreement relating to the applicable Portfolio Investment for such period: (i) consolidated interest charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, and (iv) such other adjustments included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for substantially similar debt of other similarly situated borrowers at the time such relevant agreements are entered into as reasonably determined in good faith by the Borrower.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
“ERISA Event” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30‑day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA) applicable to such Plan; (c) the filing
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pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan under Section 4041 of ERISA or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to a withdrawal from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or a complete withdrawal or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice from any Multiemployer Plan concerning the imposition of Withdrawal Liability on the Borrower or any ERISA Affiliate or a determination that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in reorganization (within the meaning of Section 4241 of ERISA).
“ESTR” means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator on the ESTR Administrator’s Website.
“ESTR Administrator” means the European Central Bank (or any successor administrator of the Euro Short Term Rate).
“ESTR Administrator’s Website” means the European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“EUR”, “€” and “Euro” denote the single currency of the Participating Member States.
“EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the commencement of such Interest Period.
“EURIBOR Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as of
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approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Company. If the EURIBOR Screen Rate shall be less than 0%, the EURIBOR Screen Rate shall be deemed to be 0% for purposes of this Agreement.
“Event of Default” has the meaning assigned to such term in Article VII.
“Excess Special Longer Term Unsecured Indebtedness” means any Special Longer Term Unsecured Indebtedness in excess of $1,500,000,000 at any one time outstanding.
“Exchange Rate” means, on any day with respect to any Foreign Currency, the rate of exchange for the purchase of Dollars with such Foreign Currency last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Thomson Reuters Corp. (“Reuters”) source on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Foreign Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars that would be required to purchase such amount of such Foreign Currency on the date two Business Days prior to such date, based upon the spot selling rate at which the Administrative Agent offers to sell such Foreign Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery two Business Days later).
“Excluded Assets” means the entities identified as Excluded Assets in Schedule VIII hereto, any CDO Securities and finance lease obligations, and each Designated Subsidiary, and any similar assets or entities in which any Obligor holds an interest on or after the Restatement Effective Date, and, in each case, their respective Subsidiaries.
“Excluded Asset Lien” has the meaning set forth in Section 6.02(e).
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor (determined after giving effect to Section 3.10 of the Guarantee and Security Agreement and any other “Keepwell, support or other
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agreement” for the benefit of such Guarantor) or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.
“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or that are Other Connection Taxes, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law described in clause (a) or (b) of the definition of Change in Law) to comply with Section 2.15(e) or (g), except to the extent, other than in a case of failure to comply with Section 2.15(e) or (g), that such Foreign Lender’s (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a), (d) any Taxes imposed under FATCA and (e) in the case of any Lender or any Issuing Bank that is not a Foreign Lender, any withholding tax that is imposed as a result of such Lender’s or such Issuing Bank’s failure or inability to comply with Section 2.15(f).
“Existing Lenders” has the meaning set forth in the recitals.
“Extending Lenders” means (a) each Existing Lender that has agreed to extend its Commitment as set forth on Schedule I, (b) each Non-Extending Lender that has agreed after the Restatement Effective Date to become an “Extending Lender” (which agreement shall be in form and substance reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of any assignee of a Non-Extending Lender, may be included in the Assignment and Assumption Agreement pursuant to which such assignee assumed the Commitment or Credit Exposure of a Non-Extending Lender), (c) any Assuming Lender and (d) any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume any Commitment or to acquire Credit Exposure from any such Existing Lender, as applicable, or other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.
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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the New York Fed based on such day’s federal funds transactions by depository institutions (as determined in such manner as the New York Fed shall set forth on its public website from time to time) and published on the next succeeding Business Day by the New York Fed as the federal funds effective rate, provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Financial Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, chief accounting officer, treasurer, assistant treasurer, controller or assistant controller of the Borrower.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Adjusted Term SOFR Rate, Adjusted Daily Simple RFR, the Adjusted EURIBOR Rate or the applicable Local Rate, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted Daily Simple RFR, CDOR Rate or the Central Bank Rate shall be 0%.
“Foreign Currency” means at any time any Currency other than Dollars.
“Foreign Currency Equivalent” means, with respect to any amount in Dollars, the amount of any Foreign Currency that could be purchased with such amount of Dollars using the reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the Administrative Agent.
“Foreign Lender” means any Lender or any Issuing Bank that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“GAAP” means generally accepted accounting principles in the United States of America.
“GBP”, “£” and “Sterling” denote the lawful currency of the United Kingdom.
“GBSA” has the meaning assigned to such term in Section 9.17.
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“GBSA Consultation Notice” has the meaning assigned to such term in Section 9.17.
“GBSA Consultation Period” has the meaning assigned to such term in Section 9.17.
“GBSA Final Notice” has the meaning assigned to such term in Section 9.17.
“GBSA Initial Notice” has the meaning assigned to such term in Section 9.17.
“GBSA Lender” has the meaning assigned to such term in Section 9.17.
“GICS” means, as of any date, the most recently published Global Industry Classification Standard.
“GICS Industry Group Classification” means any industry group classification within GICS, as updated and amended from time to time.
“Governmental Authority” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“Gross Borrowing Base” has the meaning assigned to such term in Section 5.13(h).
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
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“Guarantee and Security Agreement” means that certain Amended and Restated Guarantee and Security Agreement dated as of May 4, 2012 between the Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative or trustee therefor) from time to time of any Other Secured Indebtedness, and the Collateral Agent.
“Guarantee and Security Agreement Confirmation” means a Guarantee and Security Agreement Confirmation between the parties to the Guarantee and Security Agreement substantially in the form of Exhibit B.
“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Administrative Agent and an entity that, pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request, consistent with the requirements of Section 5.08).
“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.
“IBA” has the meaning assigned to such term in Section 1.05.
“Increasing Lender” has the meaning assigned to such term in Section 2.07(e).
“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, Indebtedness shall not include (a) any revolving commitments or letters of credit for which any Obligor is acting as a lender or issuing lender, as
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applicable, as part of or in connection with a Portfolio Investment nor (b) any non-recourse liabilities for participations sold by any Person in any Bank Loan.
“Indemnified Taxes” means Taxes other than Excluded Taxes.
“Indentures” means, collectively, the Indenture dated July 19, 2013 by and between U.S. Bank National Association and the Borrower, the Indenture dated January 27, 2017 by and between U.S. Bank National Association and the Borrower, and any other indenture entered into by the Borrower with Similar Conversion Rights.
“Independent Valuation Provider” has the meaning set forth in 5.12(b)(iii)(A).
“Industry Classification Group” means (a) any of the GICS Industry Group Classifications set forth in Schedule VI hereto, together with any such group classifications that may be subsequently added to GICS and provided by the Borrower to the Lenders and (b) up to three additional industry group classifications established by the Borrower pursuant to Section 5.12. For the avoidance of doubt, CDO Securities shall be treated as belonging to the “Diversified Financials” Industry Classification Group.
“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06 substantially in the form of Exhibit G.
“Interest Payment Date” means (a) the Maturity Date, (b) with respect to any ABR Loan, each Quarterly Date, (c) with respect to any Term Benchmark Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three‑month intervals after the first day of such Interest Period, (d) with respect to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (e) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid and the Maturity Date.
“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Currency), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last
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Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.12(e) shall be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Hedging Agreements.
“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.
“Investment Policies” has the meaning assigned to such term in Section 3.11(c).
“Issuing Banks” means JPMCB, Bank of America, Truist, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association in their capacity as the issuers of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.04(j).
“JB Facility” means the credit facility established on January 20, 2012 between, among others, Ares Capital JB and Sumitomo Mitsui Banking Corporation pursuant to the JB Facility Documents.
“JB Facility Documents” means, collectively, (a) the Purchase and Sale Agreement, dated as of January 20, 2012 between the Borrower and Ares Capital JB and (b) the Loan and Servicing Agreement, dated as of January 20, 2012 between Ares Capital JB, the Borrower, Sumitomo Mitsui Banking Corporation as the administrative agent, the collateral agent and the lender and U.S. Bank National Association as the collateral custodian and the bank. It is understood that the term “JB Facility Documents” shall not include the exhibits and schedules thereto.
“Joint Lead Arrangers” means JPMCB, Truist Securities, Inc., BofA Securities, Inc., Sumitomo Mitsui Banking Corporation and Wells Fargo Securities, LLC.
“JPMCB” means JPMorgan Chase Bank, N.A.
“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.
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“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time (including any Letter of Credit for which a draft has been presented but not yet honored by any Issuing Bank) plus (b) the aggregate amount of all LC Disbursements in respect of such Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Multicurrency Lender at any time shall be its Applicable Multicurrency Percentage of the total Multicurrency LC Exposure at such time and the LC Exposure of any Dollar Lender at any time shall be its Applicable Dollar Percentage of the total Dollar LC Exposure at such time.
“Lenders” means, collectively, the Term Lenders, Dollar Lenders and the Multicurrency Lenders.
“Letter of Credit” means any letter of credit issued pursuant to this Agreement.
“Letter of Credit Collateral Account” has the meaning assigned to such term in Section 2.04(k).
“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor and any other agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations, each as the same may be modified and supplemented and in effect from time to time.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities (other than on market terms at fair value so long as in the case of any Portfolio Investment, the Value used in determining the Borrowing Base is not greater than the call price), except in favor of the issuer thereof (and in the case of Portfolio Investments that are securities, excluding customary drag along, tag along, right of first refusal and other similar rights in favor of the equity holders of the same issuer).
“Lien Restricted Investment” means a Portfolio Investment consisting of an Obligor’s equity investment in an entity that holds Investments subject to underlying agreements that restrict the granting of a direct Lien on such Investments under this Agreement; provided that (A) there are no greater restrictions or limitations in any material respect on the ability of the Borrower to liquidate such entity or its Investments therein (including any material redemption restrictions or penalties) and use the proceeds
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thereof than would be applicable if each Investment held by such entity was held directly as a Portfolio Investment by the Borrower and (B) there is no leverage employed by such entity.
“Loan Documents” means, collectively, this Agreement, the Letter of Credit Documents and the Security Documents.
“Loans” means the loans of any Class made hereunder, including the Revolving Loans and the Term Loans.
“Local Rate” means, for Loans in CAD, the CDOR Rate.
“Local Rate Currency” means CAD.
“Local Screen Rates” mean the CAD Screen Rate.
“Local Time” means, with respect to any Loan denominated in or any payment to be made in any Currency, the local time in the Principal Financial Center for the Currency in which such Loan is denominated or such payment is to be made.
“Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the Board of Governors of the Federal Reserve System.
“Material Adverse Effect” means a material adverse effect on (a) the business, Portfolio Investments and other assets, liabilities and financial condition of the Borrower and its Subsidiaries taken as a whole (excluding in any case a decline in the net asset value of the Borrower or a change in general market conditions or values of the Investments of the Borrower and its Subsidiaries), or (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder.
“Material Indebtedness” means (a) Indebtedness (other than the Loans, Letters of Credit and Hedging Agreements), of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $100,000,000 and (b) obligations in respect of one or more Hedging Agreements under which the maximum aggregate amount (giving effect to any netting agreements) that the Borrower and the Subsidiaries would be required to pay if such Hedging Agreement(s) were terminated at such time would exceed $100,000,000.
“Maturity Date” means the earliest to occur of (a) April 19, 2028 and (b) the date on which all Commitments have been terminated and the aggregate amount of Loans outstanding has been repaid in full and all other obligations of the Borrower hereunder have been indefeasibly paid in full (other than any indemnities and similar contingent obligations that are not then due and that survive the termination of this Agreement).
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“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
“Multicurrency Commitment” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Revolving Loans, and to acquire participations in Letters of Credit denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure permitted hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each Lender’s Multicurrency Commitment as of the Restatement Effective Date is set forth on Schedule I, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Multicurrency Commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency Commitments as of the Restatement Effective Date is $2,990,250,000.
“Multicurrency Issuing Bank” means any Issuing Bank identified in Schedule IX that has agreed to issue Letters of Credit under its respective Multicurrency Commitment.
“Multicurrency LC Exposure” means a Multicurrency Lender’s LC Exposure under its Multicurrency Commitment.
“Multicurrency Lender” means the Persons listed on Schedule I as having Multicurrency Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Multicurrency Commitment or to acquire Revolving Multicurrency Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.
“Multicurrency Loan” means any Revolving Loan made pursuant to the Multicurrency Commitments.
“Multicurrency Swingline Exposure” means a Multicurrency Lender’s Swingline Exposure under its Multicurrency Commitment.
“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA in respect of which the Borrower or any ERISA Affiliate makes any contributions.
“National Currency” means the currency, other than the Euro, of a Participating Member State.
“New York Fed” means the Federal Reserve Bank of New York.
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“Non-Extending Lender” means collectively, each 2021 Non-Extending Lender, each 2022 Non-Extending Lender, and each 2023 Non-Extending Lender and any successor or assign thereof in accordance with this Agreement, and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume any Commitment or to acquire Credit Exposure from any such Non-Extending Lender, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.
“NYFRB’s Website” means the website of the NYFRB at http:// www.newyorkfed.org, or any successor source.
“Obligor” means, collectively, the Borrower and the Subsidiary Guarantors.
“Other Connection Taxes” means, with respect to any recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Permitted Indebtedness” means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of any Obligor’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of any Obligor’s business in connection with its purchasing of securities, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Investment Policies, provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period
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for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.
“Other Secured Indebtedness” means, as at any date, Indebtedness (other than Indebtedness hereunder) of an Obligor (which may be Guaranteed by one or more other Obligors) that (i) (a) has no amortization prior to (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum, provided that amortization in excess of 1% per annum shall be permitted so long as the amount of such amortization in excess of 1% is permitted to be incurred pursuant to Section 6.01(g) hereof, and, in the case of any term loan, other than for any customary mandatory prepayment required by the terms thereof, it being understood that if any mandatory prepayment is required under such Other Secured Indebtedness constituting a term loan that is not required pursuant to Section 2.09(c) hereof, the Borrower shall offer to repay Loans (and/or provide cover for LC Exposure as specified in Section 2.04(k)) in an amount at least equal to the aggregate Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to the Other Secured Indebtedness being paid), provided the Borrower shall only be required to make an offer to repay the Loans (or provide cover for LC Exposure) to the extent of any amounts that the Borrower would not be permitted to borrow as a new Loan hereunder at such time), and has a final maturity date not earlier than, six months after the Maturity Date, (b) has terms substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as determined by the Borrower in good faith and (c) is not secured by any assets of any Obligor other than pursuant to the Security Documents and the holders of which have agreed, in a manner satisfactory to the Administrative Agent and the Collateral Agent, to be bound by the provisions of the Security Documents, or (ii) is permitted pursuant to Section 6.01(g) hereof and that has been designated by the Borrower as “Designated Indebtedness” in accordance with the requirements of Section 6.01 of the Guaranty and Security Agreement.
“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to any assignment (other than an assignment made pursuant to Section 2.18(b)).
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar transactions by U.S.–managed banking offices of depository institutions (as such composite rate shall be determined by the New York Fed as set forth on its public website from time to time) and published on the next succeeding Business Day by the New York Fed as an overnight bank funding rate (from and after such date as the New York Fed shall commence to publish such composite rate).
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“Participating Member State” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the European Union relating to the European Monetary Union.
“Payment” has the meaning assigned to such term in Article VIII.
“Payment Notice” has the meaning assigned to such term in Article VIII.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Permitted Conversion Feature” means, collectively, the Conversion Rights or any Similar Conversion Rights.
“Permitted Indebtedness” means, collectively, Other Secured Indebtedness, Unsecured Indebtedness and any Indebtedness outstanding on the Restatement Effective Date and set forth on Schedule III, provided that any Shorter Term Unsecured Indebtedness outstanding as of the Restatement Effective Date (including any “Shorter Term Unsecured Indebtedness” as defined under the Existing Credit Facility) shall not be included as “Permitted Indebtedness” for any purpose under this Agreement.
“Permitted Liens” means: (a) Liens imposed by any Governmental Authority for Taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business, provided that such Liens (i) attach only to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing; (c) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’, storage and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money); (d) Liens incurred or pledges or deposits made to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (other than in respect of employee benefit plans subject to ERISA) or to secure public or statutory obligations; (e) Liens securing the performance of, or payment in respect of, bids, insurance premiums, deductibles or co-insured amounts, tenders, government or utility contracts (other than for the repayment of borrowed money), surety, stay, customs and appeal bonds and other obligations of a similar nature incurred in the ordinary course of business, provided that all Liens on any Collateral that is permitted pursuant to this clause (e) shall have a priority that is junior to the Liens of the Security Documents; (f) Liens arising out of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII; (g) customary rights of setoff and liens upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, (ii) cash and
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financial assets held in securities accounts in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business securing payment of fees, indemnities and other similar obligations; (h) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (i) deposits of money that are not Collateral securing leases to which the obligor is a party as the lessee made in the ordinary course of business, (j) easements, rights of way, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money or (ii) materially impair the value of such property or its use by any Obligor or any of its Subsidiaries in the normal conduct of such Person’s business; (k) Liens in favor of any escrow agent solely on and in respect of any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement (to the extent that the acquisition or disposition with respect thereto is otherwise permitted hereunder); and (l) precautionary Liens, and filings of financing statements under the Uniform Commercial Code, covering assets sold or contributed to any Person not prohibited hereunder.
“Permitted SBIC Guarantee” means a guarantee by one or more Obligors of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Portfolio Investment” means any Investment held by the Obligors in their asset portfolio (and solely for purposes of determining the Borrowing Base, and of Sections 6.02(d) and 6.04(d) and clause (p) of Article VII, Cash, excluding Cash pledged as cash collateral for Letters of Credit). Without limiting the generality of the foregoing, it is understood and agreed that (A) any Portfolio Investments that have been contributed or sold, purported to be contributed or sold or otherwise transferred to any Excluded Asset, or held by any Controlled Foreign Corporation that is not a Subsidiary Guarantor, or which secure obligations in respect of the CP Facility or the JB Facility, shall not be treated as Portfolio Investments, and (B) any Investment in which any Obligor has sold a participation therein shall not be treated as a Portfolio Investment to the extent of such participation. Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i), which provides that, for purposes of this Agreement, all
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determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled), provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Principal Financial Center” means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.
“Pro-Rata Borrowing” has the meaning set forth in Section 2.03(a).
“Pro-Rata Dollar Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Dollar Commitments of all Dollar Lenders at such time divided by (iii) the aggregate Revolving Commitments of all Lenders at such time.
“Pro-Rata Multicurrency Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency Lenders at such time divided by (iii) the aggregate Revolving Commitments of all Lenders at such time.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning assigned to it in Section 9.18.
“Quarterly Dates” means the last Business Day of March, June, September and December in each year.
“Quoted Investments” has the meaning set forth in Section 5.12(b)(ii)(A).
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Term SOFR Rate, 5:00 a.m. (Chicago time)
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on the day that is two Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if the RFR for such Benchmark is SONIA, then the date on which the rate that applies to the Business Day that is four (4) Business Days prior to such setting is published and (4) if such Benchmark is none of the Term SOFR Rate, SONIA or the EURIBOR Rate, the time determined by the Administrative Agent in its reasonable discretion.
“Register” has the meaning set forth in Section 9.04.
“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, trustees, administrators, employees, agents and advisors of such Person and such Person’s Affiliates.
“Relevant Asset Coverage Ratio” means, as of any date, the Asset Coverage Ratio as of the most recent Quarterly Date.
“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto and (iv) with respect to a Benchmark Replacement in respect of Loans denominated in any other Agreed Foreign Currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.
“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark Borrowing denominated in a Local Rate Currency, the applicable Local Rate, (iv) with respect to any Borrowing denominated in
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Sterling, the applicable Adjusted Daily Simple RFR, (vi) with respect to any Swingline Loan denominated in Euros, Daily Simple ESTR, (vii) with respect to any Swingline Loan denominated in Dollars, the Alternate Base Rate, and (viii) with respect to any Swingline Loan denominated in CAD, the Canadian Prime Rate.
“Relevant Screen Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate, or (iii) with respect to any Term Benchmark Borrowing denominated in any Local Rate Currency, the applicable Local Screen Rate.
“Reinvestment Agreement” means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Moody’s is at any time lower than such ratings.
“Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time; provided that the Credit Exposure and unused Commitments of any Defaulting Lender shall be disregarded in the determination of Required Lenders. The Required Lenders of a Class (which shall include the terms “Required Term Lenders”, “Required Revolving Lenders”, “Required Dollar Lenders” and “Required Multicurrency Lenders”) means Lenders having Credit Exposures and unused Commitments of such Class representing more than 50% of the sum of the total Credit Exposures and unused Commitments of such Class at such time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Restatement Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).
“Restricted Acquisition Asset” means any Portfolio Investment (a) that was acquired by an Obligor in connection with the acquisition of Allied Capital Corporation or American Capital, Ltd. by the Borrower and (b) the underlying governing agreements for which (i) prohibit the grant of a Lien thereon or (ii) require the satisfaction of certain conditions for the grant of a Lien thereon. Any such Portfolio Investment shall no longer constitute a “Restricted Acquisition Asset” to the extent that a waiver of, or consent under, any restriction on a pledge to the Collateral Agent contained in the underlying governing agreements for such Restricted Acquisition Asset has been obtained or the applicable conditions required thereunder for a pledge have been satisfied, in each case, to permit the grant of a Lien on such Restricted Acquisition Asset in favor of the Collateral Agent pursuant to the Security Documents.
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“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of Capital Stock of the Borrower or any option, warrant or other right to acquire any such shares of Capital Stock of the Borrower.
“Revaluation Date” shall mean (a) with respect to any Loan denominated in any Agreed Foreign Currency, each of the following: (i) the date of the Borrowing of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with respect to any Letter of Credit denominated in an Agreed Foreign Currency, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine at any time when an Event of Default exists.
“Revolving Commitments” means, collectively, the Dollar Commitments and the Multicurrency Commitments.
“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Dollar Credit Exposure and Revolving Multicurrency Credit Exposure at such time.
“Revolving Dollar Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans, Dollar LC Exposure and Swingline Exposure, at such time made or incurred under the Dollar Commitments.
“Revolving Loans” means the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01(a) or (b).
“Revolving Multicurrency Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans, Multicurrency LC Exposure and Swingline Exposure, at such time made or incurred under the Multicurrency Commitments.
“RFR” means, for any RFR Loan denominated in Sterling, SONIA.
“RFR Administrator” means the SONIA Administrator.
“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.
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“RFR Business Day” means, for any Loan denominated in Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London; provided, that such day is also a Business Day.
“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.
“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Simple RFR.
“RIC” means a person qualifying for treatment as a “regulated investment company” under the Code.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., a New York corporation, or any successor thereto.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of the Restatement Effective Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Crimea region of Ukraine, the non-governmental controlled areas of Zaporizhzhia and Kherson within Ukraine, Cuba, Iran, North Korea and Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, the European Union or any EU member state or otherwise the subject of any Sanctions, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons. For purposes of this definition, “Person” shall include a vessel.
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom and each other relevant jurisdiction.
“SBA” means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.
“SBIC Subsidiary” means any direct or indirect wholly-owned Subsidiary (including such Subsidiary’s general partner or managing entity to the extent that the only material asset of such general partner or managing entity is its equity interest in the SBIC Subsidiary) of the Borrower licensed as a small business investment company under the Small Business Investment Act of 1958, as amended (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted), and which is designated by the Borrower (pursuant to a certificate of a Financial Officer delivered to the Administrative Agent) as an SBIC Subsidiary.
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“Scheduled Payment Date” means (a) with respect to any Loans held by 2021 Non-Extending Lenders, the 4th day of each calendar month after March 30, 2024 through and including March 30, 2025, (b) with respect to any Loans held by 2022 Non-Extending Lenders, the 4th day of each calendar month after March 31, 2025 through and including March 31, 2026, (c) with respect to any Loans held by 2023 Non-Extending Lenders, the 4th day of each calendar month after March 31, 2026 through and including March 31, 2027, and (d) with respect to any Loans held by the Extending Lenders, the 4th day of each calendar month after the Commitment Termination Date through and including the Maturity Date.
“Screen Rate” means the EURIBOR Screen Rate and the Local Screen Rates collectively and individually as the context may require.
“Secured Obligations” has the meaning set forth in the Guarantee and Security Agreement. The Secured Obligations shall in no event include Excluded Swap Obligations.
“Security Documents” means, collectively, the Guarantee and Security Agreement, all Uniform Commercial Code financing statements filed with respect to the security interests in personal property created pursuant to the Guarantee and Security Agreement and all other assignments, pledge agreements, security agreements, intercreditor agreements, control agreements and other instruments executed and delivered at any time by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations. Without limiting the generality of the foregoing, the term “Security Documents” includes the Guarantee and Security Agreement Confirmation.
“Shareholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders’ equity for the Borrower and its Subsidiaries at such date.
“Shorter Term Unsecured Indebtedness” means (a) all unsecured indebtedness issued after the Restatement Effective Date that has a maturity date earlier than 6 months after the Maturity Date and an initial term of at least three (3) years at issuance, except to the extent such unsecured indebtedness constitutes Special Longer Term Unsecured Indebtedness, and (b) any Excess Special Longer Term Unsecured Indebtedness.
“Significant Subsidiary” means, at any time of determination, any (a) Obligor or (b) any other Subsidiary that, on a consolidated basis with its Subsidiaries, has aggregate assets or aggregate revenues greater than 10% of the aggregate assets or aggregate revenues of the Borrower and its Subsidiaries, taken as a whole, at such time.
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“Similar Conversion Rights” means conversion rights that are substantially consistent with the Conversion Rights (other than quantitative differences or differences in the maturity, timing, or amounts with respect to such Conversion Rights), including provision for “Physical Settlement”, “Cash Settlement” and/or “Combination Settlement” in substantially the same manner as the Conversion Rights.
“SMBC” means Sumitomo Mitsui Banking Corporation.
“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the NYFRB’s website, currently at http:// www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day.
“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“Special Equity Interest” means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest, provided that (a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in existence at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.
“Special Longer Term Unsecured Indebtedness” means indebtedness issued after the Restatement Effective Date that (a) has a maturity date of at least five years from its date of issue, (b) has terms substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as determined by the
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Borrower in good faith, and (c) is not secured by any assets of any Obligor; provided, that any incremental issuance of indebtedness under a prior issuance of Special Longer Term Unsecured Indebtedness shall be considered Special Longer Term Unsecured Indebtedness so long as the final maturity date for such incremental indebtedness is after the Maturity Date.
“Special Shorter Term Unsecured Indebtedness” means indebtedness issued after the Restatement Effective Date that (a) has a maturity date of less than three years from its date of issue, and (b) is not secured by any assets of any Obligor.
“Specified Debt” means any portion of unsecured Indebtedness of the Borrower described in clauses (a) or (b) of the definition of Indebtedness incurred or assumed from and after the Restatement Effective Date that (i) matures or comes due more than six months after the Maturity Date, (ii) is not prepayable, redeemable or purchasable by the Borrower or any of its Subsidiaries at any time on or before the date six months after the Maturity Date (except for regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness), (iii) cannot be accelerated in circumstances that would not constitute an Event of Default, (iv) is accounted for by the Borrower on a fair value basis pursuant to Financial Accounting Standard No. 159 or by application of Financial Accounting Standard No. 141(R), and (v) the Borrower elects to treat as Specified Debt, provided that the Borrower shall not be permitted to revoke or rescind any such election.
“Specified Debt Payment” means (a) any purchase, redemption, retirement or other acquisition for value of, (b) any setting apart of any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or (c) any voluntary payment or prepayment of, in each case, the principal of or interest on, or any other amount owing in respect of, Specified Debt.
“Standard Securitization Undertakings” means, collectively, (a) customary arms-length servicing obligations (together with any related performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the assets sold or the creditworthiness of the associated account debtors ) and (c) representations, warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in accounts receivable securitizations or securitizations of financial assets.
“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the
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Adjusted EURIBOR Rate for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed pursuant to Regulation D. Term Benchmark Loans for which the associated Benchmark is adjusted by reference to the Statutory Reserve Rate (per the related definition of such Benchmark) shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an Investment held by any Obligor in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower and its Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.
“Subsidiary Guarantor” means any Subsidiary of the Borrower that is a Guarantor under the Guarantee and Security Agreement. It is understood and agreed that Excluded Assets and Pledge LLC shall not be required to be Subsidiary Guarantors.
“Supported QFC” has the meaning assigned to it in Section 9.18.
“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any Hedging Agreement that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (i) its Applicable Dollar Percentage of the total Swingline Exposure incurred under the Dollar Commitments and (ii) its Applicable Multicurrency Percentage of the total Swingline Exposure at such time incurred under the Multicurrency Commitments.
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“Swingline Lender” means each of JPMCB, Truist, Bank of America, SMBC and Wells Fargo Bank, National Association, in its capacity as lender of Swingline Loans hereunder, and its successors, and any other Lender that agrees to become a “Swingline Lender” (subject to the consent and approval of the Administrative Agent and the Borrower), in each case, in such capacity as provided in Section 2.19(d).
“Swingline Loan” means a Loan made pursuant to Section 2.19.
“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.
“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.
“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the applicable Local Rate.
“Term Commitment” means as to each Term Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, a Term Loan to the Borrower in Dollars pursuant to Section 2.01(c) in an aggregate principal amount up to but not exceeding the amount set forth opposite the name of such Lender on Schedule I. The initial amount of each Lender’s Term Commitment is set forth on Schedule I, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Commitment, as applicable. The aggregate amount of the Lenders’ Term Commitments as of the Restatement Effective Date is $1,102,000,000.
“Term Lender” means each Lender having a Term Commitment or, as the case may be, an outstanding Term Loan.
“Term Loans” means the term loans made by the Lenders to the Borrower pursuant to Section 2.01(c).
“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.
“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago
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time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.
“Truist” means Truist Bank.
“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to a Term Benchmark, Central Bank Rate, Local Rate, RFR, Adjusted EURIBOR Rate, Adjusted Daily Simple RFR, Adjusted Term SOFR Rate, CDOR Rate or the Alternate Base Rate.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.
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“Unquoted Investments” has the meaning set forth in Section 5.12(b)(ii)(B).
“Unsecured Indebtedness” means any Indebtedness of an Obligor (which may be Guaranteed by one or more other Obligors) that (a) has no amortization prior to, and a final maturity date not earlier than, six months after the Maturity Date, (b) has terms substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as determined by the Borrower in good faith and (c) is not secured by any assets of any Obligor.
“USD” refers to lawful money of the United States of America.
“U.S. Government Securities” means securities that are direct obligations of, and obligations the timely payment of principal and interest on which is fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States and in the form of conventional bills, bonds, and notes.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.18.
“Valuation Policy” has the meaning assigned to such term in Section 5.12(b)(ii)(B).
“Value” has the meaning assigned to such term in Section 5.13.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a “complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as such terms are defined in Sections 4203 and 4205 of ERISA.
“Withholding Agent” means the Borrower and the Administrative Agent.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
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liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans, Letters of Credit and LC Exposure may be classified and referred to by Class (e.g., a “Term Loan” “or “Revolving Loan”), by Type (e.g., an “ABR Loan”, “RFR Loan”, “Local Rate Loan” or “Term Benchmark Loan”) or by Class and Type (e.g., a “Revolving Term Benchmark Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing” or “Revolving Borrowing”), by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., a “Multicurrency Term Benchmark Borrowing”). Loans and Borrowings may also be identified as “Multicurrency” or “Dollar” or otherwise by Currency.
SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, renewed or otherwise modified (subject to any restrictions on such amendments, supplements, renewals or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, (a) any settlement in respect of a Permitted Conversion Feature to the extent made through the delivery of common stock does not constitute a Restricted Payment and (b) a Permitted Conversion Feature (or the triggering and/or settlement thereof) shall not (i) constitute “amortization” for purposes of clause (a) of the definition of “Unsecured Indebtedness”, and any cash payment made by the Borrower in respect thereof shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest” within the meaning of clause (a) of Section 6.12 or (ii) constitute an event or condition described in clause (h) of Article VII unless the Borrower’s actions or omissions in respect of such Permitted Conversion Feature (or the triggering and/or settlement thereof) results in an “Event of Default” as defined in the applicable Indenture. Any cash payments made in respect of a Permitted Conversion Feature shall otherwise comply with the terms and conditions of
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this Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the obligations under the Existing Credit Facility as in effect immediately prior to the Restatement Effective Date, which remain outstanding, and (ii) such obligations are in all respects continuing (as amended and restated hereby).
SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 (or successor standard solely as it relates to fair valuing liabilities) or accounts for liabilities acquired in an acquisition on a fair value basis pursuant to Financial Accounting Standard No. 141(R) (or successor standard solely as it relates to fair valuing liabilities), all determinations of compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 (or such successor standard solely as it relates to fair valuing liabilities) or, in the case of liabilities acquired in an acquisition, Financial Accounting Standard No. 141(R) (or such successor standard solely as it relates to fair valuing liabilities); provided that, if the Borrower shall at any time adopt Financial Accounting Standard No. 159, or if Financial Accounting Standard No. 141(R) shall apply with respect to any acquired assets or liabilities, for purposes of calculating compliance with Section 6.07(a) and Section 6.07(b) after such adoption, or for any period ending after such adoption, Specified Debt shall be valued as it is valued under Financial Accounting Standard No. 159 or Financial Accounting Standard No. 141(R), as applicable.
SECTION 1.05. Currencies; Currency Equivalents; BENCHMARK Notification.
(a) Currencies Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the Restatement Effective Date. Except as provided in Section 2.09(b) and the last sentence of Section 2.16(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments then
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outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Multicurrency Credit Exposure, (iv) the Multicurrency LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value of any Portfolio Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or the Portfolio Investment, as the case may be, determined as of the most recent Revaluation Date or, in the case of a Portfolio Investment, the date of valuation of such Portfolio Investment. Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).
The Administrative Agent shall determine the Exchange Rate for any Foreign Currency as of each Revaluation Date to be used for calculating the Dollar Equivalent amounts of Loans, Letters of Credit and Revolving Credit Exposure denominated in such Foreign Currency. Such Exchange Rate shall become effective as of such Revaluation Date and shall be the Exchange Rate employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered pursuant to Section 5.01 or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.
(b) Special Provisions Relating to Euro. Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the Restatement Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any
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Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.
Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the Restatement Effective Date; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.
(c) Benchmark Notification. The interest rate on a Loan denominated in Dollars or an Agreed Foreign Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.12(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
SECTION 1.06. Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be
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deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
ARTICLE II
THE CREDITS
SECTION 2.01. The Commitments.
Subject to the terms and conditions set forth herein (including Section 2.07(f)):
(a) each Dollar Lender agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Dollar Credit Exposure exceeding such Lender’s Dollar Commitment, (ii) the aggregate Revolving Dollar Credit Exposure of all of the Lenders exceeding the Dollar Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect;
(b) each Multicurrency Lender agrees to make Revolving Loans in Dollars or in any Agreed Foreign Currency to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding such Lender’s Multicurrency Commitment, (ii) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the Multicurrency Commitments, or (iii) the total Covered Debt Amount exceeding the Borrowing Base then in effect; and
(c) each Term Lender agrees to make a Term Loan to the Borrower on the Restatement Effective Date in an aggregate principal amount (i) up to but not exceeding such Term Lender’s Term Commitment and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base then in effect, provided that such Term Loans may be effected by book entry to the extent such Term Loans were extended to the Borrower under the Existing Credit Agreement and have not been repaid.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid with respect to the Term Loans may not be reborrowed. The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender fully funding its Term Commitment.
SECTION 2.02. Loans and Borrowings.
(a) Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class, Currency and Type made by the
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applicable Lenders ratably in accordance with their respective Commitments of the same Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and not joint, and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b) Type of Loans. Subject to Section 2.12, (i) each Borrowing of a Class shall be constituted entirely of ABR Loans, RFR Loans or of Term Benchmark Loans of such Class denominated in a single Currency as the Borrower may request in accordance herewith. Each ABR Loan shall be denominated in Dollars and (ii) each Pro-Rata Borrowing shall be constituted entirely of ABR Loans or of Term Benchmark Loans denominated in Dollars. Each Lender at its option may make any Term Benchmark Loan or RFR Loans by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) Minimum Amounts. Each Borrowing (whether Term Benchmark, RFR or ABR) shall be in multiples of $1,000,000 or, with respect to any Agreed Foreign Currency, such smaller minimum amount as may be agreed to by the Administrative Agent; provided that (i) an ABR Borrowing of a Class may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as contemplated by Section 2.04(f) and (ii) any Pro-Rata Borrowing may be in an aggregate amount of $1,000,000 or a larger multiple of $1,000,000. Borrowings of more than one Class, Currency and Type may be outstanding at the same time.
(d) Limitations on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request (or to elect to convert to or continue as a Term Benchmark Borrowing) any Borrowing if the Interest Period requested therefor would end after the Maturity Date.
(e) Restatement Effective Date Adjustments. If, in connection with the Restatement Effective Date, there is any increase, reduction or change in the Commitments, on the Restatement Effective Date the Borrower will borrow from each of the Lenders, and the Lenders will make Loans to the Borrower (in the case of Term Benchmark Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s) under the Existing Credit Facility), and (notwithstanding the provisions in this Agreement requiring that borrowings and prepayments be made ratably in accordance with the principal amounts of the Loans held by the Lenders) taking into consideration outstanding Revolving Dollar Credit Exposure, Revolving Multicurrency Credit Exposure and Term Commitments as of the Restatement Effective Date, the Borrower shall prepay the Loans held by the Lenders in such amounts as may be necessary, together with any amounts payable under Section 2.14, so that after giving effect to such Loans and prepayments, the Loans (and Interest Period(s) of Term Benchmark Loan(s)) of each Class shall be held by the Lenders pro rata in accordance with the respective amounts of their Commitments of such Class. Concurrently
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therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of a Class so that such interests are held ratably in accordance with their Commitments of such Class as so modified.
SECTION 2.03. Requests for Borrowings.
(a) Notice by the Borrower. To request a Borrowing, the Borrower shall deliver a Borrowing Request to the Administrative Agent (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Foreign Currency, not later than 11:00 a.m., London time, three Business Days before the date of the proposed Borrowing, (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing or (iv) in the case of an RFR Borrowing denominated in Sterling, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing; provided in each case, that the date of such proposed Borrowing is a Business Day. Notwithstanding the other provisions of this Agreement, in the case of any Revolving Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as expressly set forth in this Agreement, a Pro-Rata Borrowing shall be treated as being comprised of two separate Borrowings, a Dollar Borrowing under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency Commitments.
(b) Content of Borrowing Requests. Each written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i) whether such Borrowing is to be made under the Term Commitments, Dollar Commitments, the Multicurrency Commitments or a Pro-Rata Borrowing;
(ii) in the case of a Revolving Borrowing, if such Borrowing is a Pro-Rata Borrowing, the Pro-Rata Dollar Portion and the Pro-Rata Multicurrency Portion;
(iii) in the case of a Revolving Borrowing, the aggregate amount and Currency of the requested Borrowing;
(iv) the date of such Borrowing, which shall be a Business Day (or, in the case of the Borrowing of the Term Loans, the Restatement Effective Date);
(v) in the case of the Term Loans or any Revolving Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;
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(vi) in the case of any Revolving Borrowing other than an ABR Borrowing, whether such Borrowing is a Term Benchmark or RFR Borrowing, the Interest Period therefor (if a Term Benchmark Borrowing), which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d); and
(vii) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.
(c) Notice by the Administrative Agent to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Loan to be made as part of the requested Borrowing.
(d) Failure to Elect. If no election as to the Class of a Revolving Borrowing is specified, then the requested Borrowing shall be denominated in Dollars and shall be a Pro-Rata Borrowing. If no election as to the Currency of a Revolving Borrowing is specified, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of a Borrowing is specified, then the requested Borrowing shall be a Term Benchmark Borrowing having an Interest Period of one month and, if an Agreed Foreign Currency has been specified, the requested Borrowing shall be a Term Benchmark Borrowing denominated in such Agreed Foreign Currency and having an Interest Period of one month. If a Term Benchmark Borrowing is requested but no Interest Period is specified, (i) if the Currency specified for such Borrowing is Dollars (or if no Currency has been so specified), the requested Borrowing shall be a Term Benchmark Borrowing denominated in Dollars having an Interest Period of one month’s duration, and (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration; provided, however, if the specified Agreed Foreign Currency is Sterling the requested Borrowing shall be an RFR Borrowing.
SECTION 2.04. Letters of Credit.
(a) General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request any Issuing Bank to issue, at any time and from time to time during the Availability Period, Letters of Credit denominated in Dollars or in any Agreed Foreign Currency for its own account or the account of its designee (provided the Obligors shall remain primarily liable to the Lenders hereunder for payment and reimbursement of all amounts payable in respect of such Letter of Credit hereunder) in such form as is acceptable to such Issuing Bank in its reasonable determination and for the benefit of such named beneficiary or beneficiaries as are specified by the Borrower. Letters of Credit issued hereunder shall constitute utilization of the Multicurrency Commitments or the Dollar Commitments, as applicable, up to the aggregate amount then available to be drawn thereunder. Without limiting any rights of an Issuing Bank under this Section 2.04, no Issuing Bank shall be obligated to
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issue, amend, renew or extend any Letter of Credit denominated in any Foreign Currency if at the time of such issuance, such Issuing Bank, in its capacity as a Lender, would not be required to make Loans in such Foreign Currency hereunder.
(b) Notice of Issuance, Amendment, Renewal or Extension. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by such Issuing Bank) to any Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, which in each case in respect of Letters of Credit to be issued by SMBC in its capacity as Issuing Bank, shall be at least two (2) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day, and in the case of SMBC, a Business Day at least two (2) Business Days following delivery of such notice), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount, Class and Currency of such Letter of Credit, stating that such Letter of Credit is to be issued under the Multicurrency Commitments or Dollar Commitments, as applicable, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. The Administrative Agent will promptly notify the Lenders following the issuance of any Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
(c) Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $400,000,000, (ii) the aggregate LC Exposure of the applicable Issuing Bank requested to issue such Letter of Credit (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed the amount set forth opposite the name of such Issuing Bank in Schedule IX hereto (or such greater amount as agreed by such Issuing Bank, the Borrower and the Administrative Agent), (iii) the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the total Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, and (iv) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.
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(d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such then-current expiration date); provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods; provided further, that in no event shall a Letter of Credit which expires after the Commitment Termination Date (or, with respect to any Letter of Credit issued by a 2023 Non-Extending Lender in its capacity as Issuing Bank, March 31, 2026) be renewed and no Letter of Credit shall have an expiry date after the Maturity Date (or, with respect to any Letter of Credit issued by a 2023 Non-Extending Lender in its capacity as Issuing Bank, March 31, 2027).
(e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by an Issuing Bank, and without any further action on the part of the Issuing Banks or the Lenders, (i) in the case of a Multicurrency Issuing Bank, such Multicurrency Issuing Bank hereby grants to each Multicurrency Lender, and each Multicurrency Lender hereby acquires from such Multicurrency Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Multicurrency Percentage of the aggregate amount available to be drawn under such Letter of Credit and (ii) in the case of a Dollar Issuing Bank, such Dollar Issuing Bank hereby grants to each Dollar Lender, and each Dollar Lender hereby acquires from such Dollar Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Dollar Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the applicable Class of Commitments.
In consideration and in furtherance of the foregoing, (x) each Multicurrency Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of each Multicurrency Issuing Bank, such Lender’s Applicable Multicurrency Percentage of each LC Disbursement made by each such Multicurrency Issuing Bank and (y) each Dollar Issuing Bank hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of each Dollar Issuing Bank, such Lender’s Applicable Dollar Percentage of each LC Disbursement made by each such Dollar Issuing Bank, in each case, in respect of Letters of Credit promptly upon the request of each such Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
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Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse an Issuing Bank, then to such Lenders and such Issuing Banks as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
(f) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing of either Class (or a Pro-Rata Borrowing) in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing.
If the Borrower fails to make such payment when due, the Administrative Agent shall notify each affected Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Multicurrency Percentage or Applicable Dollar Percentage thereof.
(g) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.
Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Banks or any payment or failure to make any payment thereunder (irrespective of any of the
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circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by any Issuing Bank’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that:
(i) the Issuing Banks may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit;
(ii) the Issuing Banks shall have the right, in their sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and
(iii) this sentence shall establish the standard of care to be exercised by the Issuing Banks when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable law, any standard of care inconsistent with the foregoing).
(h) Disbursement Procedures. Each Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the applicable Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.
(i) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse
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such LC Disbursement within two Business Days following the date when due pursuant to paragraph (f) of this Section, then the provisions of Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall be for account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse an Issuing Bank shall be for account of such Lender to the extent of such payment.
(j) Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement between the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. In addition, if any Issuing Bank, in its capacity as a Lender, assigns all of its Loans and Commitments in accordance with the terms of this Agreement, such Issuing Bank may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing), resign as an Issuing Bank hereunder upon not less than three Business Days prior written notice to the Administrative Agent and the Borrower. The Administrative Agent shall notify the Lenders of any such replacement or resignation of an Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for account of the replaced or retiring Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” and/or “Issuing Banks” shall be deemed to refer to such successor or successors (and the other current Issuing Banks, if applicable) or to any previous Issuing Bank, or to such successor or successors (and all other current Issuing Banks) and all previous Issuing Banks, as the context shall require. After the replacement or resignation of an Issuing Bank hereunder, the replaced or retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.
(k) Cash Collateralization. If the Borrower shall be required to provide cover for LC Exposure of a Class pursuant to Section 2.08(a), Section 2.09(c), Section 2.09(d), Section 2.09(i) or the last paragraph of Article VII, the Borrower shall immediately deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of Credit Collateral Account”) in the name and under the dominion and control of the Administrative Agent, Cash denominated in the Currency of the Letter of Credit under which such LC Exposure arises in an amount equal to the amount required under Section 2.08(a), Section 2.09(c), Section 2.09(d), Section 2.09(i) or the last paragraph of Article VII, as applicable. Such deposit shall be held by the Administrative Agent as collateral in the first instance for the LC Exposure under this Agreement and thereafter for the payment of the Secured Obligations, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the benefit of the Lenders in the Letter of Credit Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein.
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(l) Restatement Effective Date. Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that, on and after the Restatement Effective Date, (i) each Letter of Credit issued under the Multicurrency Commitments and outstanding immediately prior to the Restatement Effective Date (each such Letter of Credit, a “Converting Letter of Credit”) shall be deemed to be issued under the Multicurrency Commitments or, in the case of any Converting Letter of Credit issued by Truist, the Dollar Commitments and (ii) the interests and participations of the Multicurrency Lenders in the Converting Letters of Credit shall automatically terminate and such interests and participations in the Converting Letters of Credit shall without further action be reallocated to the Multicurrency Lenders or Dollar Lenders, as applicable, such that the interests and participations in the Converting Letters of Credit (other than those issued by Truist) shall be held ratably by the Multicurrency Lenders in accordance with their respective Multicurrency Commitments and the interests and participations in the Converting Letters of Credit issued by Truist shall be held ratably by the Dollar Lenders in accordance with their respective Dollar Commitments.
SECTION 2.05. Funding of Borrowings.
(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that ABR Borrowings made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f) shall be remitted by the Administrative Agent to the applicable Issuing Bank.
(b) Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder,
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and shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
SECTION 2.06. Interest Elections.
(a) Elections by the Borrower for Borrowings. Subject to Section 2.03(d), the Loans constituting each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Term Benchmark Borrowing, may elect the Interest Period therefor, all as provided in this Section; provided, however, that (i) a Borrowing of a Class may only be continued or converted into a Borrowing of the same Class, (ii) a Borrowing denominated in one Currency may not be continued as, or converted to, a Borrowing in a different Currency, (iii) no Borrowing denominated in a Foreign Currency may be continued if, after giving effect thereto, the aggregate Revolving Multicurrency Credit Exposures would exceed the aggregate Multicurrency Commitments, and (iv) a Term Benchmark Borrowing denominated in a Foreign Currency may not be converted to a Borrowing of a different Type. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders of the respective Class holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing.
(b) Notice of Elections. To make an election pursuant to this Section, the Borrower shall deliver to the Administrative Agent a written Interest Election signed by the Borrower by the time that a Borrowing Request signed by the Borrower would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable.
(c) Content of Interest Election Requests. Each written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Borrowing (including the Class) to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) of this paragraph shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
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(iii) whether, in the case of a Borrowing denominated in Dollars, the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and
(iv) if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period therefor after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d).
(d) Notice by the Administrative Agent to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) Failure to Elect; Events of Default. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Term Benchmark Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing no outstanding Term Benchmark Borrowing may have an Interest Period of more than one month’s duration.
SECTION 2.07. Termination, Reduction or Increase of the Commitments.
(a) Scheduled Termination. Unless previously terminated (including as set forth in Section 2.07(f) below), the Revolving Commitments of each Class shall terminate on the Commitment Termination Date.
(b) Voluntary Termination or Reduction. The Borrower may at any time without premium or penalty terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is $25,000,000 (or, if less, the entire remaining amount of the Commitments of any Class) or a larger multiple of $5,000,000 in excess thereof (or the entire amount of the Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09, the total Revolving Credit Exposures of either Class would exceed the total Commitments of such Class.
(c) Notice of Voluntary Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the
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Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(d) Effect of Termination or Reduction. Any termination or reduction of the Commitments of a Class shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.
(e) Increase of the Commitments.
(i) Requests for Increase by Borrower. The Borrower shall have the right, at any time after the Restatement Effective Date but prior to the Commitment Termination Date, to propose that the Commitments of a Class hereunder be increased (each such proposed increase being a “Commitment Increase”) by notice to the Administrative Agent, specifying each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed to an additional Commitment and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and 30 days prior to the Commitment Termination Date; provided that:
(A) each increase shall be in a minimum amount of at least $25,000,000 or a larger multiple of $5,000,000 in excess thereof (or such lesser amount as the Administrative Agent may reasonably agree);
(B) the aggregate amount of all Commitment Increases shall not exceed $2,379,000,000;
(C) no Non-Extending Lender may participate in any Commitment Increase under the Commitments of the same Class unless in connection therewith, it shall have agreed to become an “Extending Lender” hereunder;
(D) in the case of a Commitment Increase under the Revolving Commitments, each Assuming Lender shall be consented to by the Administrative Agent and the Issuing Banks;
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(E) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(F) the representations and warranties contained in this Agreement shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be obligated to provide any increased Commitment.
(ii) Effectiveness of Commitment Increase by Borrower. The Assuming Lender, if any, shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of the respective Class of any Increasing Lender and such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(x) the Administrative Agent shall have received on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in the foregoing paragraph (i) has been satisfied;
(y) each Assuming Lender or Increasing Lender shall have delivered to the Administrative Agent, on or prior to 11:00 a.m., New York City time, on such Commitment Increase Date, an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which such Lender shall, effective as of such Commitment Increase Date, undertake a Commitment or an increase of Commitment in each case of the respective Class, duly executed by such Assuming Lender or Increasing Lender, as applicable, and the Borrower and acknowledged by the Administrative Agent; and
(z) in the case of a Commitment Increase under the Term Commitments, each Assuming Lender and Increasing Lender shall on such Commitment Increase Date make available their respective Term Loans to the Borrower pursuant to procedures reasonably established by the Administrative Agent.
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(iii) Recordation into Register. Upon its receipt of an agreement referred to in clause (ii)(y) above executed by an Assuming Lender or an Increasing Lender and, if applicable, upon the making of any additional Term Loans pursuant to clause (ii)(z), together with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein, and if applicable, the additional Term Loans, in the Register and (z) give prompt notice thereof to the Borrower.
(iv) Adjustments of Borrowings upon Effectiveness of Increase. On the Commitment Increase Date, the Borrower shall (A) prepay the outstanding Loans (if any) of the affected Class in full, (B) simultaneously borrow new Loans of such Class hereunder in an amount equal to such prepayment (in the case of Term Benchmark Loans, with Term Benchmark Rates equal to the outstanding Relevant Rate and with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), as applicable (as modified hereby); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of such Class are held ratably by the Lenders of such Class in accordance with the respective Commitments of such Class of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the Lenders of such Class the amounts, if any, payable under Section 2.14 as a result of any such prepayment. Concurrently therewith, the Lenders of such Class shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit of such Class so that such interests are held ratably in accordance with their Commitments of such Class as so increased.
(f) Mandatory Termination of Commitments of Non-Extending Lenders. Unless previously terminated, the Revolving Commitments of each 2021 Non-Extending Lender shall terminate on March 30, 2024, the Revolving Commitments of each 2022 Non-Extending Lender shall terminate on March 31, 2025 and the Revolving Commitments of each 2023 Non-Extending Lender shall terminate on March 31, 2026. In connection with the foregoing, each Lender (other than any 2021 Non-Extending Lender and, with respect to the period on or after March 31, 2025, any 2022 Non-Extending Lender, and, with respect to the period on or after March 31, 2026, any 2023 Non-Extending Lender), hereby agrees that it shall not be entitled to any pro-rata reduction in its Commitments of the same Class notwithstanding Section 2.16(c) or other provision hereof to the contrary.
SECTION 2.08. Repayment of Loans; Evidence of Debt.
(a) Repayment. The Borrower hereby unconditionally promises to pay to the Administrative Agent for account of the applicable Lenders the outstanding principal amount of each Class of the Loans as follows:
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(i) To the Administrative Agent, for the account of the applicable Lenders, the outstanding principal amount of each Class of Loans and all other amounts due and owing hereunder and under the other Loan Documents on the Maturity Date; and
(ii) to the applicable Swingline Lender the then unpaid principal amount of each Swingline Loan of such Class made by such Swingline Lender, on the earlier of the (A) Maturity Date and (B)(1) in the case of any Swingline Loan denominated in GBP, the fourth Business Day after such Swingline Loan is made or (3) for any other Swingline Loan, the fifth Business Day after such Swingline Loan is made; provided that on each date that a Borrowing of Loans (other than Swingline Loans) of such Class is made, the Borrower shall repay all Swingline Loans of such Class of the same Currency then outstanding.
In addition, on the Maturity Date, to the extent any Letter of Credit is outstanding (notwithstanding the requirements of Section 2.04(d)), the Borrower shall deposit into the Letter of Credit Collateral Account Cash in an amount equal to 102% of the undrawn face amount of all Letters of Credit outstanding on the close of business on the Maturity Date, such deposit to be held by the Administrative Agent as collateral security for the LC Exposure under this Agreement in respect of the undrawn portion of such Letters of Credit.
(b) Manner of Payment. Subject to Section 2.09(d), prior to any repayment or prepayment of any Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent in writing of such selection not later than 11:00 a.m., New York City time, three Business Days before the scheduled date of such repayment; provided that, each repayment of Borrowings within a Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings pro rata between any outstanding Dollar ABR Borrowings and outstanding Multicurrency ABR Borrowings, second, if no Class is specified, to any Pro-Rata Borrowings in the order of the remaining duration of their respective Interest Periods (the Pro-Rata Borrowing with the shortest remaining Interest Period to be repaid first) and, third, within each Class, to any remaining Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing.
(c) Maintenance of Records by Lenders. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts
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and Currency of principal and interest payable and paid to such Lender from time to time hereunder.
(d) Maintenance of Records by the Administrative Agent. The Administrative Agent shall maintain records in which it shall record (i) the amount and Currency of each Loan made hereunder, the Class and Type thereof and each Interest Period therefor, (ii) the amount and Currency of any principal or interest due and payable or to become due and payable from the Borrower to each Lender of such Class hereunder and (iii) the amount and Currency of any sum received by the Administrative Agent hereunder for account of the Lenders and each Lender’s share thereof.
(e) Effect of Entries. The entries made in the records maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence, absent obvious error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
(f) Promissory Notes. Any Lender may request that Loans made by it be evidenced by a promissory note (or, in the case of any Lender having Commitments of different Classes, by separate promissory notes in respect of each Class of Commitments). In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, to such payee and its registered assigns).
SECTION 2.09. Prepayment of Loans.
(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty except for payments under Section 2.14, subject to the requirements of this Section.
(b) Mandatory Prepayments due to Changes in Exchange Rates.
(i) Determination of Amount Outstanding. On each Revaluation Date, the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan or LC Exposure or Swingline Exposure that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan or LC Exposure or Swingline Exposure, determined as of such Revaluation Date. Upon making such
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determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.
(ii) Prepayment. If, on the date of such determination the aggregate Revolving Multicurrency Credit Exposure minus the Multicurrency LC Exposure fully cash collateralized pursuant to Section 2.04(k) on such date exceeds 105% of the aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall prepay the Multicurrency Loans (and/or provide cover for Multicurrency LC Exposure as specified in Section 2.04(k)) within 15 Business Days following such date of determination in such amounts as shall be necessary so that after giving effect thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed the Multicurrency Commitments.
Any prepayment pursuant to this paragraph shall be applied, first, to Multicurrency Loans outstanding and second, as cover for Multicurrency LC Exposure.
(c) Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Loans (or provide cover for Letters of Credit as contemplated by Section 2.04(k)), or either (y) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is greater than zero, in addition to prepaying the Loans (and providing cover for Letters of Credit) pursuant to the immediately succeeding proviso, reduce Other Secured Indebtedness and, only if such reduction of Other Secured Indebtedness is insufficient to cure any Borrowing Base Deficiency, Permitted Indebtedness (other than Other Secured Indebtedness), Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness, Special Shorter Term Unsecured Indebtedness, or Indebtedness incurred pursuant to Section 6.01(g) (in each case, to the extent included in the Covered Debt Amount), or (z) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is not greater than zero, reduce Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness, Special Shorter Term Unsecured Indebtedness, or Indebtedness incurred pursuant to Section 6.01(g) (in each case, to the extent included in the Covered Debt Amount), in such amounts as shall be necessary so that such Borrowing Base Deficiency is immediately cured, provided that (i) in the case of clause (y), the aggregate amount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share of the aggregate prepayment and reduction of Other Secured Indebtedness, other Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness, Special Shorter Term Unsecured Indebtedness, and Indebtedness incurred pursuant to Section 6.01(g) and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be
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effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such 30-Business Day period, provided, solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(h) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one quarterly period to the next, such 30-Business Day Period shall be extended to a 45-Business Day period solely with respect to compliance with Section 5.13(h).
(d) Scheduled Payments. (i) On each Scheduled Payment Date on or prior to the Commitment Termination Date, the Borrower shall prepay the Revolving Loans of the 2021 Non-Extending Lenders, 2022 Non-Extending Lenders or 2023 Non-Extending Lenders, as applicable, in an aggregate amount equal to 1/12 of the aggregate outstanding amount of such Loans for each Class and Currency of such Loans, based on the outstanding principal amount of such Loans as of (x) March 30, 2024 with respect to Loans held by any 2021 Non-Extending Lenders, (y) March 31, 2025 with respect to Loans held by any 2022 Non-Extending Lenders and (z) March 31, 2026 with respect to Loans held by any 2023 Non-Extending Lenders. In connection with any repayment, pursuant to this clause (d)(i), of the Loans held by the 2021 Non-Extending Lenders, 2022 Non-Extending Lenders or 2023 Non-Extending Lenders, as applicable, each other Lender hereby agrees that, so long as its Loans are not otherwise due and payable hereunder, it shall not be entitled to any pro-rata repayment of its Loans of the same Class notwithstanding Section 2.16(c) or any other provision hereof to the contrary. In addition, if any LC Exposure or Swingline Exposure exists at the time of such repayment to the to 2021 Non-Extending Lenders, 2022 Non-Extending Lenders or 2023 Non-Extending Lenders, as applicable:
(1) an amount equal to 1/12 of such LC Exposure or Swingline Exposure, as applicable, held by the applicable Non-Extending Lenders shall be reallocated among the other Lenders with Commitments of the same Class as such LC Exposure or Swingline Exposure, as applicable, in accordance with their respective Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, but only to the extent (x) the sum of all Revolving Credit Exposures of a Class does not exceed the total of all Extending Lenders’ Commitments of such Class, (y) no Lender’s Revolving Credit Exposure of a Class will exceed such Lender’s Commitment of such Class, and (z) the conditions set forth in Section 4.02 are satisfied at such time; and
(2) if the reallocation described in clause (1) above cannot, or can only partially, be effected, the Borrower shall on the day of such prepayment to the applicable Non-Extending Lenders also prepay Loans in accordance with Section 2.09(a) in an amount such that after giving effect thereto, an amount equal to 1/12 of the LC Exposure or Swingline Exposure, as applicable, of the applicable Non-Extending Lenders could be reallocated in accordance with clause (1) above (whereupon such LC Exposure or Swingline Exposure, as applicable, shall be so reallocated regardless of whether the conditions set forth in Section 4.02 are satisfied at such time).
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(ii) On each Scheduled Payment Date after the Commitment Termination Date, the Borrower shall prepay the Loans (and provide cash collateral for Letters of Credit as contemplated by Section 2.04(k)) in an aggregate amount equal to 1/12 of the aggregate outstanding amount of Loans, and 1/12 of the face amount of Letters of Credit, for each Class and Currency of Loans (including, for the avoidance of doubt, the Term Loans) and Letters of Credit outstanding, based on the outstanding Loans and Letters of Credit as of the Commitment Termination Date. Following the Commitment Termination Date, any other optional or mandatory prepayment of Loans (or cash collateralization or expiration of outstanding Letters of Credit) will reduce in direct order the amount of any subsequent repayment of Loans or cash collateralization of Letters of Credit required to be made pursuant to this clause (d)(ii).
(e) Payments Following the Commitment Termination Date. Notwithstanding any provision to the contrary in Section 2.08 or this Section 2.09, following the Commitment Termination Date:
(i) no optional prepayment of the Loans of any Class shall be permitted unless at such time, the Borrower also prepays the Loans of the other Class or, to the extent no Loans of the other Class are outstanding, provides cash collateral as contemplated by Section 2.04(k) for outstanding Letters of Credit of such Class, which prepayment (and cash collateral) shall be made on a pro-rata basis between each outstanding Class of Credit Exposure; and
(ii) any prepayment of Loans required to be made pursuant to clause (c) above shall be applied to prepay Loans and cash collateralize outstanding Letters of Credit on a pro-rata basis between each outstanding Class of Credit Exposure.
(f) Notices, Etc. The Borrower shall notify the Administrative Agent in writing of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time or, in the case of a Borrowing denominated in a Foreign Currency, 11:00 a.m., London time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of an RFR Borrowing denominated in Sterling, not later than 11:00 a.m. New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments of a Class as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a
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Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment or scheduled payment. Each prepayment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11 and shall be made in the manner specified in Section 2.08(b).
(g) Special Mandatory Repayment to 2021 Non-Extending Lenders. On March 30, 2025 (or, so long as no Default or Event of Default has occurred and is continuing, on such earlier date on or after March 30, 2024 as the Borrower may elect by written notice in accordance with Section 2.09(f)), the Borrower shall repay all of the Loans of the 2021 Non-Extending Lenders and, in connection therewith, each other Lender hereby agrees that, so long as its Loans of the same Class are not otherwise due and payable hereunder, it shall not be entitled to any pro-rata repayment of its Loans of the same Class notwithstanding Section 2.16(c) or any other provision hereof to the contrary. If any LC Exposure or Swingline Exposure exists at the time of such repayment to the 2021 Non-Extending Lenders:
(1) all of such LC Exposure or Swingline Exposure, as applicable, held by the 2021 Non-Extending Lenders shall be reallocated among the remaining Lenders with Commitments of the same Class as the 2021 Non-Extending Lenders in accordance with their respective Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, but only to the extent (x) the sum of all Revolving Credit Exposures of any Class of the Extending Lenders does not exceed the total of all Extending Lenders’ Commitments of such Class, (y) no Extending Lender’s Revolving Credit Exposure of a Class will exceed such Lender’s Commitment of such Class, and (z) the conditions set forth in Section 4.02 are satisfied at such time; and
(2) if the reallocation described in clause (1) above cannot, or can only partially, be effected, the Borrower shall on the day of such prepayment to the 2021 Non-Extending Lenders also prepay Loans in accordance with Section 2.09(a) in an amount such that after giving effect thereto, all LC Exposure or Swingline Exposure, as applicable, of the 2021 Non-Extending Lenders could be reallocated in accordance with clause (1) above (whereupon such LC Exposure or Swingline Exposure, as applicable, shall be so reallocated regardless of whether the conditions set forth in Section 4.02 are satisfied at such time).
(h) Special Mandatory Repayment to 2022 Non-Extending Lenders. On March 31, 2026 (or, so long as no Default or Event of Default has occurred and is continuing, on such earlier date on or after March 31, 2025 as the Borrower may elect by written notice in accordance with Section 2.09(f)), the Borrower shall repay all of the Loans of the 2022 Non-Extending Lenders and, in connection therewith, each other Lender hereby agrees that, so long as its Loans of the same Class are not otherwise due and payable hereunder, it shall not be entitled to any pro-rata repayment of its Loans of
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the same Class notwithstanding Section 2.16(c) or any other provision hereof to the contrary. If any LC Exposure or Swingline Exposure exists at the time of such repayment to the 2022 Non-Extending Lenders:
(1) all of such LC Exposure or Swingline Exposure, as applicable, held by the 2022 Non-Extending Lenders shall be reallocated among the remaining Lenders with Commitments of the same Class as the 2022 Non-Extending Lenders in accordance with their respective Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, but only to the extent (x) the sum of all Revolving Credit Exposures of any Class of the Extending Lenders does not exceed the total of all Extending Lenders’ Commitments of such Class, (y) no Extending Lender’s Revolving Credit Exposure of a Class will exceed such Lender’s Commitment of such Class, and (z) the conditions set forth in Section 4.02 are satisfied at such time; and
(2) if the reallocation described in clause (1) above cannot, or can only partially, be effected, the Borrower shall on the day of such prepayment to the 2022 Non-Extending Lenders also prepay Loans in accordance with Section 2.09(a) in an amount such that after giving effect thereto, all LC Exposure or Swingline Exposure of the 2022 Non-Extending Lenders could be reallocated in accordance with clause (1) above (whereupon such LC Exposure or Swingline Exposure shall be so reallocated regardless of whether the conditions set forth in Section 4.02 are satisfied at such time).
(i) Special Mandatory Repayment to 2023 Non-Extending Lenders. On March 31, 2027 (or, so long as no Default or Event of Default has occurred and is continuing, on such earlier date on or after March 31, 2026 as the Borrower may elect by written notice in accordance with Section 2.09(f)), the Borrower shall repay all of the Loans of the 2023 Non-Extending Lenders and, in connection therewith, each other Lender hereby agrees that, so long as its Loans of the same Class are not otherwise due and payable hereunder, it shall not be entitled to any pro-rata repayment of its Loans of the same Class notwithstanding Section 2.16(c) or any other provision hereof to the contrary. If any LC Exposure or Swingline Exposure exists at the time of such repayment to the 2023 Non-Extending Lenders:
(1) all of such LC Exposure or Swingline Exposure, as applicable, held by the 2023 Non-Extending Lenders shall be reallocated among the remaining Lenders with Commitments of the same Class as the 2023 Non-Extending Lenders in accordance with their respective Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, but only to the extent (x) the sum of all Revolving Credit Exposures of any Class of the Extending Lenders does not exceed the total of all Extending Lenders’ Commitments of such Class, (y) no Extending Lender’s Revolving Credit Exposure of a Class will exceed such Lender’s Commitment of such Class, and (z) the conditions set forth in Section 4.02 are satisfied at such time;
(2) if the reallocation described in clause (1) above cannot, or can only partially, be effected, the Borrower shall on the day of such prepayment to the 2023 Non-Extending Lenders also prepay Loans in accordance with Section 2.09(a) in an amount such that after giving effect thereto, all LC Exposure or Swingline Exposure of
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the 2023 Non-Extending Lenders could be reallocated in accordance with clause (1) above (whereupon such LC Exposure or Swingline Exposure shall be so reallocated regardless of whether the conditions set forth in Section 4.02 are satisfied at such time); and
(3) notwithstanding the foregoing, to the extent any 2023 Non-Extending Lender is an Issuing Bank, the Borrower shall, to the extent any Letter of Credit issued by such Issuing Bank is outstanding as of the date of each such prepayment to such 2023 Non-Extending Lender, cash collateralize such outstanding Letter of Credit in an amount equal to 102% of the LC Exposure of each such Letter of Credit.
(j) Consequence of Special Mandatory Repayment to Non-Extending Lenders. Upon termination of any Non-Extending Lenders’ Revolving Commitments pursuant to Section 2.07(f), and the reallocation of such Non-Extending Lenders’ LC Exposure or Swingline Exposure and repayment of each such Non-Extending Lender’s Revolving Loans and all other amounts then due and payable to such Non-Extending Lenders in accordance with clause (g), (h) or (i), as applicable, of this Section 2.09, such Non-Extending Lenders shall cease being party to this Agreement in their capacity as “Revolving Lenders” but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to facts and circumstances occurring prior to such date.
SECTION 2.10. Fees.
(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for account of each Revolving Lender a commitment fee, which shall accrue at the Applicable Margin on the daily unused amount of the Dollar Commitment and Multicurrency Commitment, as applicable, of such Lender during the period from and including the Restatement Effective Date to but excluding the earlier of the date such Commitment terminates and the Commitment Termination Date. Accrued commitment fees shall be payable within 15 Business Days after each Quarterly Date and on the earlier of the date the Commitments of the respective Class terminate and the Commitment Termination Date, commencing on the first such date to occur after the Restatement Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, (i) the daily unused amount of the applicable Commitment shall be determined as of the end of each day and (ii) the Commitment of any Class of a Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Class of such Lender (and the Swingline Exposure of such Class of such Lender shall be disregarded for such purpose).
(b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on Term Benchmark Loans on the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement
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Effective Date to but excluding the later of the date on which such Lender’s Commitment of the applicable Class terminates and the date on which such Lender ceases to have any LC Exposure of such Class, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the fifteenth Business Day following such Quarterly Date, commencing on the first such date to occur after the Restatement Effective Date; provided that, all such fees with respect to the Letters of Credit shall be payable on the date on which the Commitments of the applicable Class terminate (the “termination date”), the Borrower shall pay any such fees that have accrued and that are unpaid on the termination date and, in the event any Letters of Credit shall be outstanding that have expiration dates after the termination date, the Borrower shall prepay on the termination date the full amount of the participation and fronting fees that will accrue on such Letters of Credit subsequent to the termination date through but not including the date such outstanding Letters of Credit are scheduled to expire (and in that connection, the Lenders agree not later than the date two Business Days after the date upon which the last such Letter of Credit shall expire or be terminated to rebate to the Borrower the excess, if any, of the aggregate participation and fronting fees that have been prepaid by the Borrower over the amount of such fees that ultimately accrue through the date of such expiration or termination). Any other fees payable to the Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times as set forth in the Administrative Agent Fee Letter dated March 7, 2022 between the Borrower and the Administrative Agent.
(d) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing Banks, in the case of fees payable to them) for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances absent obvious error.
SECTION 2.11. Interest.
(a) ABR Loans. The Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.
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(b) Term Benchmark Loans and RFR Loans. (i) The Loans constituting each Term Benchmark Borrowing shall bear interest at a rate per annum equal to the applicable Relevant Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, (ii) the Loans constituting each RFR Borrowing shall bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Margin, (iii) Swingline Loans denominated in Euros shall bear interest at a rate per annum equal to Daily Simple ESTR plus the Applicable Margin, (iv) Swingline Loans denominated in Dollars shall bear interest at the Alternate Base Rate plus the Applicable Margin, (v) Swingline Loans denominated in CAD shall bear interest at the Canadian Prime Rate plus the Applicable Margin and (vi) Swingline Loans denominated in GBP shall bear interest in accordance with (ii) above.
(c) Default Interest. Notwithstanding the foregoing clauses (a) and (b), if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.
(d) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan in the Currency in which such Loan is denominated and upon the Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Borrowing denominated in Dollars prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.
(e) Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate and interest on all Loans denominated in Sterling computed by reference to Adjusted Daily Simple RFR shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted Term SOFR Rate, Adjusted Daily Simple RFR, Adjusted, EURIBOR Rate, Daily Simple RFR, Local Rate or EURIBOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
SECTION 2.12. Alternate Rate of Interest.
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(a) Alternate Rate of Interest. Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.12, if:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate or the applicable Local Rate (including because the Relevant Screen Rate is not available or published on a current basis), for the applicable Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple RFR, Daily Simple RFR or RFR for the applicable Currency; or
(ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate or the applicable Local Rate for the applicable Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Currency and such Interest Period or (B) at any time, the applicable Adjusted Daily Simple RFR, Daily Simple RFR or RFR for the applicable Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Currency;
then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.06 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request for an ABR Borrowing, (B) for Loans denominated in an Agreed Foreign Currency (other than CAD), any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark, shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted and (C) for Loans denominated in CAD, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing shall be deemed to be an Interest Election Request or a Borrowing Request for a Term Benchmark Borrowing where the Relevant Rate is Canadian Prime Rate. Furthermore, if any Term Benchmark Loan or RFR Loan in any Currency is outstanding on the date of the Borrower’s receipt
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of the notice from the Administrative Agent referred to in this Section 2.12(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.06 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR Loan, (B) for Loans denominated in an Agreed Foreign Currency (other than CAD), any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Agreed Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed Foreign Currency shall, at the Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan (other than CAD), such Term Benchmark Loan denominated in any Agreed Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time, (C) for Loans denominated in CAD, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute a Term Benchmark Loan, where the Relevant Rate is the Canadian Prime Rate on such day, and (D) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Agreed Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, any outstanding affected RFR Loans denominated in any Agreed Foreign Currency, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) or (2) be prepaid in full.
(b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.12), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement”
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with respect to any Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class.
(c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent, in consultation with the Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(d) Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.
(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including the Term SOFR Rate or EURIBOR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the
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definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to an ABR Borrowing if the Adjusted Term SOFR Rate for a Term Benchmark Borrowing denominated in Dollars is subject to a Benchmark Transition Event or (y) any Term Benchmark Borrowing or RFR Borrowing denominated in an Agreed Foreign Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan in any Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Currency is implemented pursuant to this Section 2.12, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute an ABR Loan on such day, (B) for Loans denominated in an Agreed Foreign Currency (other than CAD), (1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Agreed Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed Foreign Currency (other than CAD) shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Agreed Foreign Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (C) for Loans denominated in CAD, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute a Term Benchmark Loan, where the Relevant Rate is the Canadian Prime Rate on such day, and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Agreed Foreign Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, any outstanding affected RFR Loans denominated in any Agreed Foreign Currency, at the Borrower’s election, shall either (A) be converted into ABR Loans
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denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) or (B) be prepaid in full.
SECTION 2.13. Increased Costs.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, compulsory loan, insurance charge, special deposit or similar requirement against assets of, deposits with or for account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted EURIBOR Rate) or any Issuing Bank; or
(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and Connection Income Taxes), affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost (other than costs which are Indemnified Taxes or Excluded Taxes) to such Lenders of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost (other than costs which are Indemnified Taxes or Excluded Taxes) to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.
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(c) Certificates from Lenders. A certificate of a Lender or an Issuing Bank setting forth the amount or amounts, in Dollars, necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be promptly delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six‑month period referred to above shall be extended to include the period of retroactive effect thereof.
SECTION 2.14. Break Funding Payments. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of the occurrence of any Commitment Increase Date or an Event of Default), (b) the conversion of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (including, in connection with any Commitment Increase Date, and regardless of whether such notice is permitted to be revocable under Section 2.09(f) and is revoked in accordance herewith), (d) the assignment as a result of a request by the Borrower pursuant to Section 2.18(b) or (e) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Agreed Foreign Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower shall compensate each affected Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(f) and is revoked in accordance therewith), or (iii) the assignment of any RFR Loan other than on
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the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.
Payment under this Section shall be made upon request of a Lender delivered not later than ten Business Days following the payment, conversion, or failure to borrow, convert, continue or prepay that gives rise to a claim under this Section accompanied by a certificate of such Lender setting forth the amount or amounts that such Lender is entitled to receive pursuant to this Section, which certificate shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
SECTION 2.15. Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax the sum payable shall be increased as necessary by the Borrower so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made.
(b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank for, and within 30 Business Days after written demand therefor, pay the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.
(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the
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Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.
In addition, any Foreign Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Foreign Lender is subject to backup withholding or information reporting requirements.
Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(i) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E or any successor form claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(ii) duly completed copies of Internal Revenue Service Form W-8ECI or any successor form certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States,
(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form) certifying that the Foreign Lender is not a United States Person, or
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(iv) any other form including Internal Revenue Service Form W-8IMY as applicable prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.
In addition, upon reasonable request of the Borrower or the Administrative Agent, each Foreign Lender shall deliver such forms promptly upon the expiration or invalidity of any form previously delivered by such Foreign Lender, provided it is legally able to do so at the time. Each Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time the chief tax officer of such Foreign Lender becomes aware that it no longer satisfies the legal requirements to provide any previously delivered form or certificate to the Borrower (or any other form of certification adopted by the U.S. or other taxing authorities for such purpose).
(f) United States Lenders. Each Lender and each Issuing Bank that is not a Foreign Lender shall deliver to the Borrower (with a copy to the Administrative Agent), prior to the date on which such Issuing Bank or Lender becomes a party to this Agreement, upon the expiration or invalidity of any forms previously delivered and at times reasonably requested by the Borrower, duly completed copies of Internal Revenue Service Form W-9 or any successor form.
(g) FATCA. If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(h) Treatment of Certain Refunds. If the Administrative Agent, any Lender or any Issuing Bank determines, in its sole discretion, that it has received a refund or credit (in lieu of such refund) of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent, any Lender or any Issuing Bank, as the case may be, and without interest (other than any
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interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, any Lender or any Issuing Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, any Lender or any Issuing Bank in the event the Administrative Agent, any Lender or any Issuing Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent, any Lender or any Issuing Bank be required to pay any amount to the Borrower pursuant to this paragraph (h) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent, such Lender or such Issuing Bank would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its tax returns or its books or records (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower, two duly-signed, properly completed copies of the documentation prescribed in clause (i) or (ii) below, as applicable (together with all required attachments thereto): (i) IRS Form W-9 or any successor thereto, or (ii) (A) IRS Form W-8ECI or any successor thereto, and (B) with respect to payments received on account of any Lender, a U.S. branch withholding certificate on IRS Form W-8IMY or any successor thereto evidencing its agreement with the Borrower to be treated as a U.S. Person for U.S. federal withholding purposes. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower. An Administrative Agent delivering an IRS Form W-9 pursuant to the preceding clause (i) represents to the Borrowers that it is a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 and that it will comply with its obligations to withhold under Section 1441 and FATCA.
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set‑offs.
(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.13, 2.14 or 2.15, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to an Issuing Bank as expressly provided herein and payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for
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account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement (including commitment fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14 or any reimbursement or cash collateralization of any LC Exposure or Swingline Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if the Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.
(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees of a Class then due hereunder, such funds shall be applied (i) first, to pay interest and fees of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees of such Class then due to such parties, and (ii) second, to pay principal and unreimbursed LC Disbursements of such Class then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements of such Class then due to such parties.
(c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a Class shall be made from the Lenders of such Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.07 shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment of commitment fee under Section 2.10 shall be made for account of the Lenders pro rata according to the average daily unused amounts of their respective Commitments; (iv) each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (v) each payment of interest on Loans of a Class by the Borrower shall be made for
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account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to such Lenders.
(d) Sharing of Payments by Lenders. If any Lender of a Class shall, by exercising any right of set‑off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements of such Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon of such Class then due than the proportion received by any other Lender of such Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders of such Class to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements of such Class; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set‑off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
(e) Presumptions of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.
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(f) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(e), 2.05(b) or 2.16(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.
SECTION 2.17. Defaulting Lenders.
Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) commitment fees pursuant to Section 2.10(a) shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender;
(b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC
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Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(c) the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Required Lenders of a Class have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders (or all Lenders of a Class) or each affected Lender, including as set forth in Section 9.02(b)(i), (ii), (iii), (iv) or (v), shall require the consent of such Defaulting Lender;
(d) if any LC Exposure or Swingline Exposure exists at the time a Lender becomes a Defaulting Lender then:
(i) all or any part of such Swingline Exposure (other than the portion of such Swingline Exposure consisting of Swingline Loans made by such Defaulting Lender) and LC Exposure shall be reallocated among the non-Defaulting Lenders holding Commitments of the same Class as such Defaulting Lender in accordance with their respective Applicable Multicurrency Percentages or Applicable Dollar Percentages, as applicable, but only to the extent (x) in the case of a Defaulting Lender that holds Commitments of a particular Class, the sum of all non-Defaulting Lenders’ Revolving Credit Exposures of such Class plus such Defaulting Lender’s Swingline Exposure and LC Exposure of such Class does not exceed the total of all non-Defaulting Lenders’ Commitments of such Class and (y) no non-Defaulting Lender’s Revolving Credit Exposure of such Class will exceed such Lender’s Commitment of such Class;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within three Business Days following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.04(k) for so long as such LC Exposure is outstanding;
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(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) if the LC Exposure of the non-Defaulting Lenders of a Class is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.10(a) and Section 2.10(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Multicurrency Percentages or Applicable Dollar Percentages; and
(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.17(d), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.10(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; and
(e) so long as any Lender is a Defaulting Lender, an Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, and a Swingline Lender shall not be required to make new Swingline Loans, unless, in each case, it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders of the applicable Class and/or cash collateral will be provided by the Borrower in accordance with Section 2.17(d), and Swingline Exposure related to any newly made Swingline Loan and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders of such Class in a manner consistent with Section 2.17(d)(i) (and Defaulting Lenders shall not participate therein).
In the event that the Administrative Agent, the Borrower, the Issuing Banks and each Swingline Lender (with respect to the Issuing Banks and Swingline Lenders, only to the extent that such Issuing Bank or Swing Lender acts in such capacity under the same Class of Commitments held by a Defaulting Lender) each agree that such Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Borrower shall no longer be required to cash collateralize any portion of such Lender’s LC Exposure cash collateralized pursuant to Section 2.17(d)(ii) above and the Swingline Exposure and the LC Exposure of the Lenders of the affected Class shall be readjusted to reflect the inclusion of such Lender’s Commitment of such Class and on such date such Lender shall purchase at par such of the Loans of the other Lenders of such Class as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Multicurrency Percentage or Applicable Dollar Percentage.
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Subject to Section 9.15 no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.
SECTION 2.18. Mitigation Obligations; Replacement of Lenders.
(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) Replacement of Lenders. If any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15, or if any Lender becomes a Defaulting Lender or is a non-consenting Lender (as provided in Section 9.02(d)), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment from the Borrower of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
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(c) Defaulting Lender. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(e), 2.05 or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.
SECTION 2.18. Swingline Loans.
(a) Agreement to Make Swingline Loans. Subject to the terms and conditions set forth herein, each Swingline Lender severally agrees to make Swingline Loans under its outstanding Commitment to the Borrower from time to time during the Availability Period in Dollars and in CAD, EUR and GBP, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding $300,000,000 (or such lesser amount as may be permitted after giving effect to the application of the other sub-clauses of this clause (a)), (ii) (x) the sum of any Multicurrency Swingline Lender’s outstanding Multicurrency Loans, its Multicurrency LC Exposure, its outstanding Swingline Loans and (without duplication) its other Multicurrency Swingline Exposure exceeding its Multicurrency Commitment or (y) the sum of any Dollar Swingline Lender’s outstanding Dollar Loans, its Dollar LC Exposure, its outstanding Swingline Loans and (without duplication) its other Dollar Swingline Exposure exceeding its Dollar Commitment; (iii) the total Revolving Multicurrency Credit Exposures exceeding the aggregate Multicurrency Commitments or the total Revolving Dollar Credit Exposures exceeding the aggregate Dollar Commitments, (iv) the aggregate Swingline Exposure of the applicable Swingline Lender exceeding the amount set forth opposite the name of such Swingline Lender in Schedule IX hereto or (v) the total Covered Debt Amount exceeding the Borrowing Base then in effect; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan. For the avoidance of doubt, the Relevant Rate for Swingline Loans denominated in Euros shall be, subject to Section 2.12, Daily Simple ESTR. The Borrower may not request, and no Swingline Lender shall issue, more than four (4) Swingline Loans denominated in GBP in the aggregate in any calendar year. Each Multicurrency Lender or Dollar Lender, as applicable, shall acquire, under certain circumstances, an irrevocable and unconditional pro rata participation in each Swing Line Loan.
(b) Notice of Swingline Loans by the Borrower. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request in writing (i) in the case of a Swingline Loan denominated in Dollars, not later than 1:00 p.m., New York City time, on the day of such proposed Swingline Loan; (ii) in the case of a Swingline Loan denominated in Euros or Sterling, not later than 12:00p.m., London
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time, on the day of such proposed Swingline Loan; and (iii) in the case of a Swingline Loan denominated in Canadian Dollars, not later than 11:00 a.m., Toronto time, on the day of such proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the Swingline Lender from which such Swingline Loan shall be made, the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and whether such Swingline Loan is to be made under the Dollar Commitments or the Multicurrency Commitments. The Administrative Agent will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. The applicable Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Notwithstanding anything to the contrary in the foregoing, Swingline Loans requested from SMBC shall be available in Dollars only.
(c) Participations by Lenders in Swingline Loans. Any Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time on any Business Day, require the Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the Swingline Loans of such Class outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice (and in any event, (i) with respect to Dollars, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day and (ii) with respect to any Agreed Foreign Currency, within three (3) Business Days of receipt of such notice) as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swingline Lender, such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, of such Swingline Loan or Loans.
Subject to the foregoing, each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph (c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments of the respective Class, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such
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amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(d) Resignation and Replacement of Swingline Lender. Any Swingline Lender may resign and be replaced at any time by written agreement among the Borrower, the Administrative Agent, the resigning Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such resignation and replacement of any Swingline Lender. In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen from a failure of the Borrower to comply with Section 2.19(a), then any Swingline Lender may, upon prior written notice to the Borrower and the Administrative Agent, resign as Swingline Lender, effective at the close of business New York City time on a date specified in such notice (which date may not be less than five (5) Business Days after the date of such notice). On or after the effective date of any such resignation, the Borrower and the Administrative Agent may, by written agreement, appoint a successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such appointment of a successor Swingline Lender. Upon the effectiveness of any resignation of any Swingline Lender, the Borrower shall repay in full all outstanding Swingline Loans together with all accrued interest thereon. From and after the effective date of the appointment of a successor Swingline Lender, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans to be made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of any Swingline Lender hereunder, the replaced Swingline Lender shall have no obligation to make additional Swingline Loans.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required of the Borrower or such Subsidiary, as applicable.
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SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by‑laws or other organizational documents of the Borrower or any other Obligors or any order of any Governmental Authority, (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any other Obligors.
SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) Financial Statements. The Borrower has heretofore delivered the audited consolidated balance sheet and statements of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2021, reported on by KPMG LLP, independent public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP applied on a consistent basis, subject to, in the case of such interim statements, year-end audit adjustments and the absence of footnotes. None of the Borrower or any of its Subsidiaries had as of December 31, 2021 any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments not reflected in the financial statements referred to above.
(b) No Material Adverse Change. Since December 31, 2021, there has not been any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (i) the business, Portfolio Investments and other assets, liabilities and financial condition of the Borrower and its Subsidiaries taken as a whole (excluding in any case a decline in the net asset value of the Borrower or a change in general market conditions or values of the Portfolio Investments of the Borrower or any of its Subsidiaries), or (ii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder.
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SECTION 3.05. Litigation.
(a) Actions, Suits and Proceedings. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions (except, in each case, as disclosed to the Lenders and the Administrative Agent prior to the Restatement Effective Date).
SECTION 3.06. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. None of the Obligors is subject to any contract or other arrangement, the performance of which by them could reasonably be expected to result in a Material Adverse Effect.
SECTION 3.07. Sanctions and Anti-Corruption Laws. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and investment advisors with Anti-Corruption Laws and applicable Sanctions in all material respects, and the Borrower, its Subsidiaries and to the knowledge of the Borrower, their respective employees, officers, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary nor, to the knowledge of the Borrower, any director, officer, manager or agent of the Borrower or any Subsidiary is the subject of any Sanctions.
SECTION 3.08. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect
SECTION 3.09. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.
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SECTION 3.10. Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower to the Lenders in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, other forward looking information relating to third parties and information of a general economic or general industry nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
SECTION 3.11. Investment Company Act; Margin Regulations.
(a) Status as Business Development Company. The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.
(b) Compliance with Investment Company Act. The business and other activities of the Borrower and its Subsidiaries, including the making of the Loans hereunder, the application of the proceeds and repayment thereof by the Borrower and the consummation of the Transactions contemplated by the Loan Documents do not result in a violation or breach in any material respect of the provisions of the Investment Company Act or any rules, regulations or orders issued by the Securities and Exchange Commission thereunder, in each case, that are applicable to the Borrower and its Subsidiaries.
(c) Investment Policies. The Borrower is in compliance with all written investment policies, restrictions and limitations for the Borrower delivered to the Lenders prior to the Restatement Effective Date (the “Investment Policies”), except to the extent that the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.
(d) Use of Credit. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any extension of credit hereunder will be used to buy or carry any Margin Stock.
SECTION 3.12. Material Agreements and Liens.
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(a) Material Agreements. Part A of Schedule II is a complete and correct list of each credit agreement, loan agreement, indenture, note purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any Obligor outstanding on the Restatement Effective Date, and the aggregate principal or face amount outstanding or that may become outstanding under each such arrangement in each case as of the Restatement Effective Date is correctly described in Part A of Schedule II.
(b) Liens. Part B of Schedule II is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the Restatement Effective Date covering any property of the Borrower or any Obligors, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien is correctly described in Part B of Schedule II.
SECTION 3.13. Subsidiaries and Investments.
(a) Subsidiaries. Set forth in Part A of Schedule IV is a complete and correct list of all of the Subsidiaries of the Borrower on the Restatement Effective Date together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary, (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests and (iv) whether such Subsidiary is a Designated Subsidiary or an Excluded Asset. Except as disclosed in Part A of Schedule IV, (x) the Borrower owns, free and clear of Liens (other than any lien permitted by Section 6.02 hereof), and has (and will have) the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Part A of Schedule IV, (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Interests with respect to such Person. Each Subsidiary identified on said Part A of Schedule IV as a “Designated Subsidiary” qualifies as such under the definition of “Designated Subsidiary” set forth in Section 1.01.
(b) Investments. Set forth in Part B of Schedule IV is a complete and correct list of all Investments (other than Investments of the types referred to in clauses (b), (c) and (d) of Section 6.04) held by any of the Obligors in any Person on the Restatement Effective Date and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Part B of Schedule IV, each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens or Liens created pursuant to the Security Documents), all such Investments.
SECTION 3.14. Properties.
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(a) Title Generally. Each of the Borrower and the other Obligors has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
(b) Intellectual Property. Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.15. Affiliate Agreements. As of the Restatement Effective Date, the Borrower has heretofore delivered (to the extent not otherwise publicly filed with the Securities and Exchange Commission) to each of the Lenders true and complete copies of each of the Affiliate Agreements (including any amendments, supplements or waivers executed and delivered thereunder and, except in the case of the CP Facility Documents and the JB Facility Documents, any schedules and exhibits thereto). As of the date of hereof, each of the Affiliate Agreements is in full force and effect.
SECTION 3.16. Security Documents. The provisions of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 6.02) on all right, title and interest of the respective Obligors in the Collateral described therein to secure the Secured Obligations, except for any failure that would not constitute an Event of Default under Section 7.01(p). Except for filings completed prior to the Restatement Effective Date and as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect such Liens to the extent required thereunder, except for the failure to make any filing that would not constitute an Event of Default under Section 7.01(p).
SECTION 3.17. Affected Financial Institutions. No Obligor is an Affected Financial Institution.
ARTICLE IV
CONDITIONS
SECTION 4.01. Restatement Effective Date.This Agreement (and the amendment and restatement of the Existing Credit Facility to be effected hereby) shall become effective on the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02):
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(a) Executed Counterparts. From each of the parties hereto, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement.
(b) Fees and Expenses. The Administrative Agent shall have received evidence of the payment by the Borrower of all fees payable to the Lenders on the Restatement Effective Date that the Borrower has agreed to pay in connection with this Agreement. The Borrower shall have paid all reasonable expenses (including the legal fees of Milbank LLP) for which invoices have been presented that the Borrower has agreed to pay in connection with this Agreement.
(c) Opinion of Counsel to the Obligors. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Latham & Watkins LLP, New York counsel for the Obligors, in form and substance reasonably satisfactory to the Administrative Agent and of Venable LLP, Maryland counsel for the Borrower, in substantially the form of Exhibit C, and in each case covering such other matters relating to the Obligors, this Agreement or the Transactions as the Required Lenders shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).
(d) Opinion of Special New York Counsel to JPMCB. An opinion, dated the Restatement Effective Date, of Milbank LLP, special New York counsel to JPMCB in substantially the form of Exhibit D (and JPMCB hereby instructs such counsel to deliver such opinion to the Lenders).
(e) Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(f) Officer’s Certificate. A certificate, dated the Restatement Effective Date and signed by the President, a Vice President, the Chief Executive Officer or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence of Section 4.02.
(g) Liens. Results of a recent lien search in each relevant jurisdiction with respect to the Borrower and such search shall reveal no liens on any of the assets of the Obligors except for liens permitted under Section 6.02.
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(h) Guarantee and Security Agreement Confirmation. The Guarantee and Security Agreement Confirmation, duly executed and delivered by each of the parties to the Guarantee and Security Agreement.
(i) Borrowing Base Certificate. A Borrowing Base Certificate as of a date not more than five days prior to the Restatement Effective Date, updated to reflect any changes to the calculation of the Borrowing Base or the Covered Debt Amount as of the Restatement Effective Date.
(j) Restatement Effective Date Adjustments. Evidence that each Existing Lender shall have, as of the Restatement Effective Date, received payment in full of all accrued and unpaid interest, facility fees and LC participation fees owing to such Lender under the Existing Credit Facility and the Borrowings and other adjustments to the Loans described in Section 2.02(e) shall have occurred.
(k) Valuation Policy. A copy of the Valuation Policy.
(l) Other Documents. Such other documents as the Administrative Agent or any Lender or special New York counsel to JPMCB may reasonably request.
SECTION 4.02. Each Credit Event. The obligation of each Lender to make any Loan (including, on the Restatement Effective Date, the Term Loans), and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:
(a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (or, in the case of the representations and warranties in Sections 3.01 (first sentence with respect to the Obligors), 3.02, 3.04, 3.11 and 3.15 of this Agreement, and in Sections 2.01, 2.02 and 2.04 through 2.09 of the Guarantee and Security Agreement, true and correct in all respects) on and as of the date of such Loan or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, or, as to any such representation or warranty that refers to a specific date, as of such specific date;
(b) at the time of and immediately after giving effect to such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing; and
(c) either (i) the aggregate Covered Debt Amount (immediately after giving effect to such extension of credit and any Concurrent Transactions) shall not exceed the Borrowing Base reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent or (ii) the Borrower shall have delivered an updated Borrowing Base Certificate demonstrating that the Covered Debt Amount (after giving effect to such extension of credit) shall not exceed the Borrowing Base after giving effect to such extension of credit as well as any Concurrent Transactions.
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Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or been terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:
SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:
(a) within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year‑end audit adjustments and the absence of footnotes; provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period;
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(c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04, 6.05 and 6.07 and (iii) stating whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(d) as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower, a Borrowing Base Certificate as at the last day of such accounting period presenting (i) the Borrower’s computation (and including the rationale for any industry reclassification) and including a certification of a Financial Officer as to compliance with Section 6.03(d) and 6.04(d) during the period covered by such Borrowing Base Certificate and (ii) the ratio of the Gross Borrowing Base to the Combined Debt Amount (showing the components of the Combined Debt Amount);
(e) promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph;
(f) promptly upon receipt thereof, copies of all significant reports submitted by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the Borrower;
(g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any of the Obligors with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be;
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(h) within 45 days after the end of the first three fiscal quarters of each fiscal year of the Borrower and 90 days after the end of each fiscal year of the Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment where there has been a sale in the most recently completed fiscal quarter, (i) the quantity sold of each Portfolio Investment, (ii) the value assigned to each Portfolio Investment as of the prior quarter end, (iii) the weighted average sale price of each Portfolio Investment, and (iv) the variance between (ii) and (iii);
(i) within 45 days after the end of the first three fiscal quarters of each fiscal year of the Borrower and 90 days after the end of each fiscal year of the Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment, (i) the aggregate amount of all accrued paid-in-kind interest for such Portfolio Investment during the most recently ended fiscal quarter and (ii) the aggregate amount of all paid-in-kind interest collected during the most recently ended fiscal quarter;
(j) within 45 days after the end of the first three fiscal quarters of each fiscal year of the Borrower and 90 days after the end of each fiscal year of the Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment, (i) the quantity held of each Portfolio Investment, (ii) the value assigned to each Portfolio Investment as of the prior quarter end, (iii) the value assigned to each Portfolio Investment as of the current quarter end, and (iv) the variance between (ii) and (iii); and
(k) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request.
Notwithstanding anything in this Section 5.01 to the contrary, the Borrower shall be deemed to have satisfied the requirements of this Section 5.01 (other than Sections 5.01(c), (d) and (e)) if the reports, documents and other information of the type otherwise so required are publicly available when required to be filed on EDGAR at the www.sec.gov website or any successor service provided by the Securities and Exchange Commission, provided notice of such availability is provided to the Administrative Agent at or prior to the time period required by this Section 5.01.
SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default;
(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
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(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; and
(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution not prohibited under Section 6.03.
SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.
SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep books of record and account in accordance with GAAP. The Borrower will, and will cause each other Obligor to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during business hours, to examine and make extracts from its books and records (including books and records maintained by it in its capacity as a “servicer” in respect of Ares Capital CP, Ares Capital JB, or in a similar capacity with respect to any other Designated Subsidiary, and any books, records and documents held by the Custodian), and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times
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and as often as reasonably requested, in each case, to the extent such inspection or requests for such information are reasonable and such information can be provided or discussed without violation of law, rule, regulation or contract; provided that the Borrower shall be entitled to have its representatives and advisors present during any inspection of its books and records.
SECTION 5.07. Compliance with Laws; Anti-Corruption; Sanctions. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the Investment Company Act, any applicable rules, regulations or orders issued by the Securities and Exchange Commission thereunder and orders of any other Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions in all material respects.
SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances.
(a) Subsidiary Guarantors. In the event that any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset), the Borrower will cause such new Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Restatement Effective Date or as the Administrative Agent shall have requested.
(b) Ownership of Subsidiaries. The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary (other than any Subsidiary that is an Excluded Asset).
(c) Further Assurances. The Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time as shall reasonably be requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement. Without limiting the generality of the foregoing, the Borrower will, and will cause each of the Subsidiary Guarantors to, take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and executing and delivering such assignments, security agreements and other instruments) as shall be reasonably requested by the Administrative Agent
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(i) to create, in favor of the Collateral Agent for the benefit of the Lenders (and any affiliate thereof that is a party to any Hedging Agreement entered into with the Borrower) and the holders of any Other Secured Indebtedness, perfected security interests and Liens in the Collateral; provided that any such security interest or Lien shall be subject to the relevant requirements of the Security Documents; provided further, that in the case of any Collateral consisting of voting stock of any Controlled Foreign Corporation, such security interest shall be limited to 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation,
(ii) subject to Section 7.04 of the Security Agreement, to cause any bank or securities intermediary (within the meaning of the Uniform Commercial Code) to enter into such arrangements with the Collateral Agent as shall be appropriate in order that the Collateral Agent has “control” over each bank account or securities account of the Obligors (other than any thereof that are maintained by the Obligors in their capacity as “servicer” for Ares Capital CP, Ares Capital JB or any other Designated Subsidiary, or which hold solely money or financial assets of Ares Capital CP, Ares Capital JB or any other Excluded Asset), and in that connection, the Borrower agrees to cause all cash and other proceeds of Portfolio Investments received by any Obligor to be promptly deposited into such an account (or otherwise delivered to, or registered in the name of, the Collateral Agent) and, until such deposit, delivery or registration such cash and other proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of such Obligor or of any Designated Subsidiary or other Person (including with any money or financial assets of any Obligor in its capacity as “servicer” for Ares Capital CP, Ares Capital JB or any other Excluded Asset, or any money or financial assets of any Excluded Asset).
(iii) to cause its Designated Subsidiaries or any Excluded Asset that is a Subsidiary, and any custodians or account banks and securities intermediaries acting on their behalf, or trustee or representative acting for any Person extending credit to any Designated Subsidiary or any such Excluded Asset, to execute and deliver such intercreditor and other agreements, in form and substance reasonably satisfactory to the Administrative Agent, as it shall determine are necessary to confirm that none of such Designated Subsidiaries or Excluded Assets or custodians claims any interest or Lien upon any property of any Obligor and that any custodian that holds documentation on behalf of both the Obligors and any Designated Subsidiary or such Excluded Asset will provide access to such documentation consistent with the provisions of Section 5.06,
(iv) in the case of any Portfolio Investment consisting of a Bank Loan that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents and an Excluded Asset holds any interest in the loans or other extensions of credit under such loan documents, (x) cause such Excluded Asset to be party to such underlying loan documents as a “lender” having a direct interest (or a participation not acquired from an Obligor) in such underlying loan documents and the extensions of credit thereunder and (y) ensure that all amounts owing to such Obligor or Excluded Asset by the underlying borrower or other obligated party are remitted by such borrower or obligated party directly to separate accounts of such Obligor and such Excluded Asset,
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(v) in the event that any Obligor is acting as an agent or administrative agent under any loan documents with respect to any Bank Loan that does not constitute all of the credit extended to the underlying borrower under the relevant underlying loan documents, ensure that all funds held by such Obligor in such capacity as agent or administrative agent is segregated from all other funds of such Obligor and clearly identified as being held in an agency capacity and
(vi) cause all loan and other documents relating to any Portfolio Investment to be held by (x) the Collateral Agent or (y) the Custodian pursuant to the terms of the Custodian Agreement (or another custodian reasonably satisfactory to the Administrative Agent), or pursuant to an appropriate intercreditor agreement, so long as the Custodian (or custodian) has agreed to grant access to such loan and other documents to the Administrative Agent and the Lenders pursuant to an access or similar agreement between the Borrower and such Custodian (or custodian) in form and substance reasonably satisfactory to the Administrative Agent.
SECTION 5.09. Use of Proceeds. The Borrower will use the proceeds of the Loans only for general corporate purposes of the Borrower in the ordinary course of business, including in connection with the acquisition and funding (either directly or through one or more wholly-owned Subsidiaries) of Portfolio Investments; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any Loan will be used in violation of Sanctions or any other applicable law or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock (within the meaning of Regulation U), or with the proceeds of equity capital of the Borrower. Without limiting the foregoing, no Obligor will directly or indirectly, use the proceeds of the Loans (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
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SECTION 5.10. Status of RIC and BDC. The Borrower shall at all times maintain its status as a RIC under the Code, and as a “business development company” under the Investment Company Act.
SECTION 5.11. Investment and Valuation Policies. The Borrower shall promptly advise the Lenders and the Administrative Agent of any material change in either its Investment Policies or Valuation Policy.
SECTION 5.12. Portfolio Valuation and Diversification, Etc.
(a) Industry Classification Groups. For purposes of this Agreement, the Borrower shall assign each Portfolio Investment to an Industry Classification Group. To the extent that any Portfolio Investment is not correlated with the risks of other Portfolio Investments in an Industry Classification Group, such Portfolio Investment may be assigned by the Borrower to an Industry Classification Group that is more closely correlated to such Portfolio Investment. In the absence of any correlation, the Borrower shall be permitted, upon notice to the Administrative Agent and each Lender to create up to three additional industry classification groups for purposes of this Agreement.
(b) Portfolio Valuation Etc.
(i) Settlement Date Basis. For purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled), provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.
(ii) Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investments as follows:
(A) Quoted Investments—External Review. With respect to Portfolio Investments (including Cash Equivalents) for which market quotations are readily available (“Quoted Investments”), the Borrower shall, not less frequently than once each calendar week, determine the market value of such Portfolio Investments which shall, in each case, be determined in accordance with one of the following methodologies (as selected by the Borrower):
(w) in the case of public and 144A securities, the average of the mean prices as determined by two Approved Dealers selected by the Borrower,
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(x) in the case of bank loans, the mean price as determined by one Approved Dealer or Approved Pricing Service selected by the Borrower,
(y) in the case of any Portfolio Investment traded on an exchange, the closing price for such Portfolio Investment most recently posted on such exchange, and
(z) in the case of any other Portfolio Investment, the fair value thereof as determined by an Approved Pricing Service; and
(B) Unquoted Investments- External Review. With respect to Portfolio Investments for which market quotations are not readily available (“Unquoted Investments”), the Borrower shall value such Portfolio Investments quarterly in a manner consistent with its “Net Asset Valuation Policy” (the “Valuation Policy”), including valuation of at least 35% by value of all Unquoted Investments using the assistance of an Approved Third Party Appraiser.
(C) Internal Review. The Borrower shall conduct an internal review of the aggregate value of the Portfolio Investments included in the Borrowing Base, and of the Borrowing Base, at least once each calendar week which shall take into account any events of which the Borrower has knowledge that materially affects the aggregate value of the Portfolio Investments included in the Borrowing Base or the Borrowing Base. If, based upon such weekly internal review, the Borrower determines that a Borrowing Base Deficiency exists, then the Borrower shall, within five Business Days as provided in Section 5.01(c), deliver a Borrowing Base Certificate reflecting the new amount of the Borrowing Base and shall take the actions, and make the payments and prepayments (and provide cover for Letters of Credit), all as more specifically set forth in Section 2.09(c).
(D) Failure to Determine Values. If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements of the foregoing sub-clauses (A) through (C), the “Value” of such Portfolio Investment as at such date shall be deemed to be zero;
provided that, in no event shall any Portfolio Investment be valued pursuant to the foregoing requirements less frequently than annually.
(iii) Scheduled Testing of Values.
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(A) Each April 30, July 31, October 31 and February 28 of each calendar year (each a “Valuation Testing Date”), the Administrative Agent through an independent valuation provider selected by the Administrative Agent (the “Independent Valuation Provider”) will test the values determined pursuant to Section 5.12(b)(ii) above of those Portfolio Investments included in the Borrowing Base selected by the Administrative Agent; provided, that the aggregate fair value of such Portfolio Investments tested on any Valuation Testing Date will be approximately equal to the Tested Amount (as defined below).
(B) For purposes of this Agreement, the “Tested Amount” shall be equal to the greater of: (i) an amount equal to (y) 125% of the Covered Debt Amount (as of the applicable Valuation Testing Date) minus (z) the sum of the values of all Quoted Investments included in the Borrowing Base (as of the applicable Valuation Testing Date) and (ii) 10% of the aggregate value of all Unquoted Investments included in the Borrowing Base; provided, however, in no event shall more than 25% (or, if clause (ii) applies, 10%, or as near thereto as reasonably practicable) of the aggregate value of the Unquoted Investments in the Borrowing Base be tested by the Independent Valuation Provider in respect of any applicable Valuation Testing Date.
(C) With respect to any Portfolio Investment, if the value of such Portfolio Investment determined pursuant to Section 5.12(b)(ii) is not more than the lesser of (1) five (5) points more than the midpoint of the valuation range (expressed as a percent of par) provided by the Independent Valuation Provider (provided that the value of such Portfolio Investment is customarily quoted as a percentage of par) and (2) 110% of the midpoint of the valuation range provided by the Independent Valuation Provider, then the value for such Portfolio Investment determined in accordance with Section 5.12(b)(ii) shall be used as the “Value” for purposes of this Agreement. If the value of any Portfolio Investment determined pursuant to Section 5.12(b)(ii) is more than the lesser of the values set forth in clause (C)(1) and (2) (to the extent applicable), then for such Portfolio Investment, the “Value” for purposes of this Agreement shall be the lesser of (x) the highest value of the valuation range provided by the Independent Valuation Provider, (y) five (5) points more than the midpoint of the valuation range (expressed as a percent of par) provided by the Independent Valuation Provider (provided that the value of such Portfolio Investment is customarily quoted as a percentage of par) and (z) 110% of the midpoint of the valuation range provided by the Independent Valuation Provider. For the avoidance of doubt, any values determined by the Independent Valuation Provider pursuant to this Section 5.12(b)(iii) or Section 5.12(b)(iv) shall be used solely for purposes of determining the “Value” of a Portfolio Investment under this Agreement and shall not be deemed to be the fair value of such asset as required under ASC 820 and the Investment Company Act.
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(iv) Supplemental Testing of Values.
(A) Notwithstanding the foregoing, the Administrative Agent, individually or at the request of the Required Lenders, shall at any time have the right to request, in its reasonable discretion, any Portfolio Investment included in the Borrowing Base with a value determined pursuant to Section 5.12(b)(ii) to be independently tested by the Independent Valuation Provider. There shall be no limit on the number of such tests that may be requested by the Administrative Agent in its reasonable discretion. If (x) the value determined pursuant to Section 5.12(b)(ii) is less than the value determined by the Independent Valuation Provider, then the value determined pursuant to Section 5.12(b)(ii) shall be used as the “Value” for purposes of this Agreement and (y) if the value determined pursuant to Section 5.12(b)(ii) is greater than the value determined by the Independent Valuation Provider and the difference between such values is: (1) less than 5% of the value determined pursuant to Section 5.12(b)(ii), then the value determined pursuant to Section 5.12(b)(ii) shall be used as the “Value” for purposes of this Agreement; (2) between 5% and 20% of the value determined pursuant to Section 5.12(b)(ii), then the “Value” of such Portfolio Investment for purposes of this Agreement shall be the average of the value determined pursuant to Section 5.12(b)(ii) and the value determined by such Independent Valuation Provider; and (3) greater than 20% of the value determined pursuant to Section 5.12(b)(ii), then the Borrower and the Administrative Agent shall retain an additional third-party appraiser and the “Value” of such Portfolio Investment for purposes of this Agreement shall be the average of the three valuations (with the Independent Valuation Provider’s value to be used as the “Value” until the third value is obtained).
(B) The Value of any Portfolio Investment for which the Independent Valuation Provider’s value is used shall be the midpoint of the range (if any) determined by the Independent Valuation Provider. The Independent Valuation Provider shall apply a recognized valuation methodology that is commonly accepted by the business development company industry for valuing Portfolio Investments of the type being valued and held by the Obligors.
(C) All valuations shall be on a settlement date basis. For the avoidance of doubt, the Value of any Portfolio Investment determined in accordance with this Section 5.12 shall be the Value of such Portfolio Investment for purposes of this Agreement until a new Value for such Portfolio Investment is subsequently determined in good faith in accordance with this Section 5.12.
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(D) The documented out-of-pocket costs of any valuation reasonably incurred by the Administrative Agent under this Section 5.12 shall be at the expense of the Borrower.
(E) In addition, the values determined by the Independent Valuation Provider shall be deemed to be “Information” hereunder and subject to Section 9.13 hereof.
(c) Investment Company Diversification Requirements. The Borrower will, and will cause its Subsidiaries (other than Subsidiaries that are exempt from the Investment Company Act) at all times to (i) comply in all material respects with the portfolio diversification and similar requirements set forth in the Investment Company Act applicable to business development companies and (ii) subject to applicable grace periods set forth in the Code, comply with the portfolio diversification and similar requirements set forth in the Code applicable to RICs, where applicable.
SECTION 5.13. Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the Advance Rates of the Value of each Portfolio Investment, provided that:
(a) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 6% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise applicable Advance Rate; (ii) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 5% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise applicable Advance Rate or (iii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 4% of the aggregate Value of all Portfolio Investments in the Collateral Pool, shall be 50% of the otherwise applicable Advance Rate;
(b) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 12% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%; (ii) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 10% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0% or (iii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments of all issuers in a consolidated group of corporations or other entities in accordance with GAAP exceeding 8% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;
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(c) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 25% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%, (ii) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%, provided that, with respect to Portfolio Investments in the Collateral Pool in a single Industry Classification Group from time to time designated by the Borrower to the Administrative Agent, such 20% figure shall be increased to 25%, or (iii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Portfolio Investments in any single Industry Classification Group that exceeds 20% of the aggregate Value of all Portfolio Investments in the Collateral Pool shall be 0%;
(d) if, as of such date, the Relevant Asset Coverage Ratio is (i) greater than or equal to 2.00:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments, (ii) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 10% of the Borrowing Base is attributable to such investments or (iii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Non-Core Investments shall be 0% to the extent necessary so that no more than 5% of the Borrowing Base is attributable to such investments;
(e) if, as of such date, the Relevant Asset Coverage Ratio is (i) less than 2.00:1:00 and greater than or equal to 1.75:1.00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 30% of the Borrowing Base is attributable to such investments or (ii) less than 1.75:1:00, the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Junior Investments and Non-Core Investments shall be 0% to the extent necessary so that no more than 20% of the Borrowing Base is attributable to such investments;
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(f) the Advance Rate applicable to the Borrower’s investments in any Excluded Asset shall be 0%;
(g) the Advance Rate applicable to that portion of the aggregate Value of the Borrower’s investments in Lien Restricted Investments and Pledge LLC shall be 0% to the extent necessary so that no more than 2% of the Borrowing Base is attributable to such investments; and
(h) if, as of such date, (i)(A) the Borrowing Base (without giving effect to any adjustment required pursuant to this paragraph (h), the “Gross Borrowing Base”) is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 2.00:1:00 and greater than or equal to 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 60% of the Covered Debt Amount, (ii)(A) the Gross Borrowing Base is less than 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 75% of the Covered Debt Amount or (iii)(A) the Gross Borrowing Base is greater than or equal to 1.5 times the Senior Debt Amount and (B) the Relevant Asset Coverage Ratio is less than 1.75:1.00, then the Borrowing Base shall be reduced to the extent necessary such that the contribution of Senior Investments to the Borrowing Base may not be less than 25% of the Covered Debt Amount.
No Portfolio Investment may be included in the Borrowing Base until such time as such Portfolio Investment has been Delivered (as defined in the Guarantee and Security Agreement) to the Collateral Agent, and then only for so long as such Portfolio Investment continues to be Delivered as contemplated therein; provided that in the case of any Portfolio Investment in which the Collateral Agent has a first-priority perfected security interest pursuant to a valid Uniform Commercial Code filing (and for which no other method of perfection with a higher priority is possible), such Portfolio Investment may be included in the Borrowing Base so long as all remaining actions to complete “Delivery” are satisfied within 7 days of such inclusion. Voting stock of any Controlled Foreign Corporation in excess of 65% of the issued and outstanding voting stock of such Controlled Foreign Corporation shall not be included as a Portfolio Investment for purposes of calculating the Borrowing Base.
The Borrower shall from time to time deliver a Borrowing Base Certificate to the Administrative Agent and each Lender as provided in Sections 4.01(i), 5.01(d), 5.01(e) and 6.05(d).
For the avoidance of doubt, to avoid double-counting of excess concentrations, any Advance Rate reductions set forth under this Section 5.13 shall be without duplication of any other such Advance Rate reductions. For purposes of the categorization of each Portfolio Investment in accordance with this Section 5.13, the amount of any “first lien debt” or EBITDA with respect to any Portfolio Investment shall be determined using the most recent quarterly valuation determined in accordance with the Valuation Policy.
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As used herein, the following terms have the following meanings:
“Advance Rate” means, as to any Portfolio Investment as of any date and subject to adjustment as provided in Section 5.13(a) through (g) and as provided below based on the Relevant Asset Coverage Ratio as of such date, the following percentages with respect to such Portfolio Investment:
| | | | | | | | | | | | | | | | | | | | |
Portfolio Investment1 | Relevant Asset Coverage Ratio > 2.00:1:00 | 2.00:1:00 > Relevant Asset Coverage Ratio > 1.75:1.00 | 1.75:1:00 > Relevant Asset Coverage Ratio > 1.50:1.00 |
Quoted | Unquoted | Quoted | Unquoted | Quoted | Unquoted |
Cash, Cash Equivalents and Short-Term U.S. Government Securities | 100% | n.a. | 100% | n.a. | 100% | n.a. |
Long-Term U.S. Government Securities | 95% | n.a. | 95% | n.a. | 95% | n.a. |
Performing First Lien Bank Loans | 85% | 75% | 85% | 75% | 85% | 75% |
Performing First Lien Unitranche Bank Loans | 85% | 75% | 80% | 70% | 75% | 65% |
Performing First Lien Last Out Bank Loans | 80% | 70% | 75% | 65% | 70% | 60% |
Performing Second Lien Bank Loans | 75% | 65% | 70% | 60% | 65% | 55% |
Performing Cash Pay High Yield Securities | 70% | 60% | 65% | 55% | 60% | 50% |
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1The above categories are intended to be indicative of the traditional investment types in a fully capitalized issuer. All determinations of whether a particular portfolio investment belongs to one category or another shall be made by the Borrower on a consistent basis with the foregoing.
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| | | | | | | | | | | | | | | | | | | | |
Portfolio Investment1 | Relevant Asset Coverage Ratio > 2.00:1:00 | 2.00:1:00 > Relevant Asset Coverage Ratio > 1.75:1.00 | 1.75:1:00 > Relevant Asset Coverage Ratio > 1.50:1.00 |
Quoted | Unquoted | Quoted | Unquoted | Quoted | Unquoted |
Performing Cash Pay Mezzanine Investments | 65% | 55% | 60% | 50% | 55% | 45% |
Performing Non-Cash Pay High Yield Securities | 60% | 50% | 55% | 45% | 50% | 40% |
Performing Non-Cash Pay Mezzanine Investments | 55% | 45% | 50% | 40% | 45% | 35% |
Performing Preferred Equity | 55% | 45% | 50% | 40% | 45% | 35% |
Non-Performing First Lien Bank Loans | 45% | 45% | 40% | 40% | 35% | 35% |
Non-Performing First Lien Unitranche Bank Loans | 45% | 45% | 40% | 40% | 35% | 35% |
Non-Performing First Lien Last Out Bank Loans | 40% | 35% | 35% | 30% | 30% | 25% |
Non-Performing Second Lien Bank Loans | 40% | 30% | 35% | 25% | 30% | 20% |
Non-Performing High Yield Securities | 30% | 30% | 25% | 25% | 20% | 20% |
Non-Performing Mezzanine Investments | 30% | 25% | 25% | 20% | 20% | 20% |
Performing Common Equity* | 30% | 25% | 25% | 20% | 20% | 20% |
Non-Performing Preferred Equity | 0% | 0% | 0% | 0% | 0% | 0% |
Non-Performing Common Equity | 0% | 0% | 0% | 0% | 0% | 0% |
* To include investment in Pledge LLC so long as (A) there are no greater restrictions or limitations in any material respect on the ability of the Borrower to liquidate Pledge LLC or the investments therein (including any material redemption restrictions or penalties) and use the proceeds thereof than would be applicable if each investment held by Pledge LLC was held directly as a Portfolio Investment by the Borrower and (B) there is no leverage employed in Pledge LLC.
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“Bank Loans” means debt obligations (including, without limitation, term loans, revolving loans, debtor-in-possession financings, the funded and unfunded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans and senior subordinated loans) which are generally under a loan or credit facility.
“Cash” has the meaning assigned to such term in Section 1.01 of this Agreement.
“Cash Equivalents” has the meaning assigned to such term in Section 1.01 of this Agreement.
“Cash Pay Bank Loans” means First Lien Bank Loans, First Lien Unitranche Bank Loans, First Lien Last Out Bank Loans and Second Lien Bank Loans as to which, at the time of determination, all of the interest on which is payable not less frequently than quarterly and for which not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly or quarterly period (as applicable) is payable in cash.
“CDO Securities” means debt securities, equity securities or composite or combination securities (i.e. securities consisting of a combination of debt and equity securities that are issued in effect as a unit), including synthetic securities that provide synthetic credit exposure to debt securities, equity securities or composite or combination securities, that entitle the holders thereof to receive payments that (i) depend on the cash flow from a portfolio consisting primarily of ownership interests in debt securities, corporate loans or asset-backed securities or (ii) are subject to losses owing to credit events (howsoever defined) under credit derivative transactions with respect to debt securities, corporate loans or asset-backed securities.
“First Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest (subject to any Permitted Prior Working Capital Lien and other customary encumbrances) on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof, provided that any First Lien Bank Loan that is also a First Lien Unitranche Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Unitranche Bank Loan; provided, further, that any First Lien Bank Loan that is also a First Lien Last Out Bank Loan shall be treated for purposes of determining the applicable Advance Rate as a First Lien Last Out Bank Loan.
“First Lien Last Out Bank Loan” means a Bank Loan that is a First Lien Bank Loan, a portion of which is, in effect, subject to debt subordination and superpriority rights of other lenders following an event of default (such portion, a “last out” portion) provided, that the aggregate principal amount of the “last out” portion of such Bank Loan is at least 50% of the aggregate principal amount of any “first out” portion of such Bank Loan, provided, further that the underlying obligor with respect to such Bank Loan shall have a ratio of first lien debt (including the “first out” portion of such Bank Loan, but excluding the “last out” portion of such Bank Loan) to EBITDA that does not exceed 3.25:1.00 and a ratio of aggregate first lien debt (including both the “first
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out” portion and the “last out” portion of such Bank Loan) to EBITDA that does not exceed 5.25:1.00. An Obligor’s investment in the “last out” portion of a First Lien Last Out Bank Loan shall be treated as a First Lien Last Out Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement. For the avoidance of doubt, an Obligor’s investment in the portion of such Bank Loan that is not the last out portion (the “first out” portion) shall be treated as a First Lien Bank Loan for purposes of determining the applicable Advance Rate for such Portfolio Investment under this Agreement and an Obligor’s investment in any “last out” portion of a First Lien Bank Loan that does not meet the foregoing criteria shall be treated as a Second Lien Bank Loan.
“First Lien Unitranche Bank Loan” means a First Lien Bank Loan with a ratio of first lien debt to EBITDA that exceeds 5.25:1.00, and where the underlying borrower does not also have a Second Lien Bank Loan outstanding.
“High Yield Securities” means debt Securities (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments or Bank Loans.
“Junior Investments” means, collectively, Performing Cash Pay High Yield Securities and Performing Cash Pay Mezzanine Investments.
“Long-Term U.S. Government Securities” means U.S. Government Securities maturing more than one month from the applicable date of determination.
“Mezzanine Investments” means debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer.
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“Non-Core Investments” means, collectively, Portfolio Investments in common equity, warrants, Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-Performing Mezzanine Investments, Performing Non-Cash Pay High Yield Securities, Performing Preferred Equity, Performing Non-Cash Pay Mezzanine Investments and Performing Common Equity.
“Non-Performing Bank Loans” means, collectively, Non-Performing First Lien Bank Loans, Non-Performing First Lien Last Out Bank Loans, Non-Performing First Lien Unitranche Loans and Non-Performing Second Lien Bank Loans.
“Non-Performing Common Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer having any debt outstanding that is non-Performing.
“Non-Performing First Lien Bank Loans” means First Lien Bank Loans other than Performing First Lien Bank Loans.
“Non-Performing First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans other than Performing First Lien Last Out Bank Loans.
“Non-Performing First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans other than Performing First Lien Unitranche Loans.
“Non-Performing High Yield Securities” means High Yield Securities other than Performing High Yield Securities.
“Non-Performing Mezzanine Investments” means Mezzanine Investments other than Performing Mezzanine Investments.
“Non-Performing Preferred Equity” means Preferred Stock other than Performing Preferred Equity.
“Non-Performing Second Lien Bank Loans” means Second Lien Bank Loans other than Performing Second Lien Bank Loans.
“Performing” means (a) with respect to any Portfolio Investment that is debt, the issuer of such Portfolio Investment is not in default of any payment obligations in respect thereof, after the expiration of any applicable grace period and (b) with respect to any Portfolio Investment that is Preferred Stock, the issuer of such Portfolio Investment has not failed to meet any scheduled redemption obligations or to pay its latest declared cash dividend, after the expiration of any applicable grace period.
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“Performing Cash Pay High Yield Securities” means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.
“Performing Cash Pay Mezzanine Investments” means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.
“Performing Common Equity” means Capital Stock (other than Preferred Stock) and warrants of an issuer all of whose outstanding debt is Performing.
“Performing First Lien Bank Loans” means First Lien Bank Loans which are Cash Pay Bank Loans and are Performing.
“Performing First Lien Last Out Bank Loans” means First Lien Last Out Bank Loans which are Cash Pay Bank Loans and are Performing.
“Performing First Lien Unitranche Bank Loans” means First Lien Unitranche Bank Loans which are Cash Pay Bank Loans and are Performing.
“Performing Non-Cash Pay High Yield Securities” means Performing High Yield Securities other than Performing Cash Pay High Yield Securities.
“Performing Non-Cash Pay Mezzanine Investments” means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.
“Performing Preferred Equity” means Preferred Stock of an issuer that has not failed to meet any scheduled redemption obligations or to pay its latest declared cash dividend, after the expiration of any applicable grace period.
“Performing Second Lien Bank Loans” means Second Lien Bank Loans which are Cash Pay Bank Loans and are Performing.
“Permitted Prior Working Capital Lien” means, with respect to any borrower under a Bank Loan, a security interest to secure a revolving facility for such borrower and any of its subsidiaries; provided that (i) such Bank Loan has a second priority lien on the collateral that is subject to the first priority lien of such revolving facility (or a pari passu lien on such collateral where the revolving facility has a super-priority right of payment), (ii) such revolving facility is not secured by any other assets (other than a pari passu lien or a second priority lien, subject to the first priority lien of the Bank Loan) and does not benefit from any standstill rights or other agreements (other than customary rights) with respect to any other assets and (iii) the maximum outstanding amount of such revolving facility is not greater than the lower of (a) 1.0x EBITDA of the borrower under such Bank Loan, and (b) 20% of the outstanding amount of the associated First Lien Bank Loan.
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“Pledge LLC” means Allied Asset Holdings LLC, a Delaware limited liability company.
“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Capital Stock of such Person, and shall include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Capital Stock.
“Second Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a second lien and second priority perfected security interest (subject to customary encumbrances) on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof.
“Securities” means common and preferred stock, units and participations, member interests in limited liability companies, partnership interests in partnerships, notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, including debt instruments of public and private issuers and tax-exempt securities (including warrants, rights, put and call options and other options relating thereto, representing rights, or any combination thereof) and other property or interests commonly regarded as securities or any form of interest or participation therein, but not including Bank Loans.
“Securities Act” means the United States Securities Act of 1933, as amended.
“Senior Debt Amount” means, on any date, the greater of (i) the Covered Debt Amount and (ii) the Combined Debt Amount.
“Senior Investments” means Cash, Cash Equivalents, Short-Term U.S. Government Securities, Long-Term U.S. Government Securities, Performing First Lien Bank Loans, Performing First Lien Unitranche Loans, and Performing First Lien Last Out Bank Loans.
“Short-Term U.S. Government Securities” means U.S. Government Securities maturing within one month of the applicable date of determination.
“U.S. Government Securities” has the meaning assigned to such term in Section 1.01 of this Agreement.
“Value” means with respect to any Portfolio Investment, the most recent value as determined pursuant to Section 5.12.
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ARTICLE VI
NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:
SECTION 6.01. Indebtedness. The Borrower will not, nor will it permit any other Obligor to, create, incur, assume or permit to exist any Indebtedness, except:
(a) Indebtedness created hereunder or under any other Loan Document;
(b) Permitted Indebtedness and Special Longer Term Unsecured Indebtedness in an aggregate amount that, in each case, taken together with Indebtedness permitted under clauses (a), (g), (i), (j) and (l) of this Section 6.01 and immediately after giving effect to the incurrence of such Permitted Indebtedness or Special Longer Term Unsecured Indebtedness, as applicable, and any Concurrent Transactions (1)does not exceed the amount required to comply with the provisions of Section 6.07(b) and, (2) will not result in the Covered Debt Amount exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing; provided, that for purposes of compliance with clause (2) hereof, only the portion of Special Longer Term Unsecured Indebtedness consisting of Excess Special Longer Term Unsecured Indebtedness shall be included in the calculation of the Covered Debt Amount in accordance with the definition thereof.
(c) Other Permitted Indebtedness;
(d) Indebtedness of the Borrower to or from any other Obligor or Indebtedness of an Obligor to or from another Obligor;
(e) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities;
(f) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business;
(g) other Indebtedness (including the amortizing portion of any Other Secured Indebtedness in excess of 1% per annum described in clause (i) of the definition thereof) in an aggregate amount not exceeding the Additional Debt Amount at any one time outstanding and that, taken together with Indebtedness permitted under clauses (a), (b), (i), (j) and (l) of this Section 6.01 and in each case, after giving effect to any Concurrent Transaction, (1) does not exceed the amount required to comply with the provisions of Section 6.07(b) and (2) will not result in the Covered Debt Amount exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such other indebtedness;
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(h) obligations (including Guarantees) in respect of Standard Securitization Undertakings;
(i) at any time, Shorter Term Unsecured Indebtedness, so long as (i) no more than $1,000,000,000 of such indebtedness is incurred in reliance on this clause (i) of this Section 6.01 from the Restatement Effective Date until the first anniversary of the Restatement Effective Date, (ii) no more than $750,000,000 of such indebtedness is incurred in reliance of this clause (i) of this Section 6.01 in any one subsequent annual period thereafter, and (iii) such indebtedness, taken together with Indebtedness permitted under clauses (a), (b), (g), (j) and (l) of this Section 6.01 and after giving effect to any Concurrent Transaction (1) does not exceed the amount required to comply with the provisions of Section 6.07(b), and (2) will not result in the Covered Debt Amount exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such Shorter Term Unsecured Indebtedness;
(j) at any time, Special Shorter Term Unsecured Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any one time outstanding, that, in each case, taken together with Indebtedness permitted under clauses (a), (b), (g), (i) and (l) of this Section 6.01 and after giving effect to any Concurrent Transaction (1) does not exceed the amount required to comply with the provisions of Section 6.07(b) and, (2) will not result in the Covered Debt Amount exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such Special Shorter Term Unsecured Indebtedness;
(k) Permitted SBIC Guarantees; and
(l) at any time, additional Indebtedness in an aggregate amount not to exceed $50,000,000, that would otherwise be permitted to be incurred under clause (g) or (j) above, but is not permitted under either clause at the time of incurrence, so long as, immediately after giving effect to its incurrence and any Concurrent Transaction, (i) the aggregate principal amount of such Indebtedness, taken together with Indebtedness permitted under clauses (a), (b), (g), (i) and (j) of this Section 6.01, does not exceed the amount required to comply with the provisions of Section 6.07(b), (ii) no Borrowing Base Deficiency is continuing or would result therefrom and (iii) to the extent any such additional Indebtedness constitutes Designated Indebtedness, no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such Indebtedness.
SECTION 6.02. Liens. The Borrower will not, nor will it permit any other Obligor to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (which, for the avoidance of doubt, shall not include participations in Investments to the extent that the portion of such Investment represented by such participation is not treated as a Portfolio Investment), except:
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(a) any Lien on any property or asset of the Borrower existing on the Restatement Effective Date and set forth in Part B of Schedule II, provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any Subsidiary Guarantors and (ii) any such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(b) Liens created pursuant to the Security Documents;
(c) Liens on Special Equity Interests included in the Portfolio Investments but only to the extent securing obligations in the manner provided in the definition of “Special Equity Interests” in Section 1.01;
(d) Liens securing Indebtedness or other obligations in an aggregate principal amount incurred pursuant to (i) Section 6.01(g) not exceeding the Additional Debt Amount at any one time outstanding or (ii) Section 6.01 (l) not exceeding $50,000,000 at any one time outstanding (in each case, which may cover Portfolio Investments, but only to the extent released from the Lien in favor of the Collateral Agent in accordance with the requirements of Section 10.03 of the Guarantee and Security Agreement, or, if designated by the Borrower as “Designated Indebtedness” under the Guarantee and Security Agreement, may be secured on a pari passu basis by the Lien of the Security Documents), so long as at the time thereof and after giving effect to any Concurrent Transactions, the aggregate amount of Indebtedness outstanding under clauses (a), (b), (g), (i), (j) and (l) of Section 6.01 (1) does not exceed the amount required to comply with the provisions of Section 6.07(b) and (2) will not result in the Covered Debt Amount exceeding the Borrowing Base;
(e) Liens on an Obligor’s direct ownership interests in Excluded Assets (“Excluded Asset Liens”) but only to the extent that at the time any such Lien is incurred, no more than 25% of the Value of all Obligors’ direct ownership interests in all Excluded Assets (calculated as of the most recently delivered financial statements) have become subject to an Excluded Asset Lien or have been transferred pursuant to Section 6.03(e);
(f) Permitted Liens;
(g) Liens on an Obligor’s Equity Interests in any SBIC Subsidiary created in favor of the SBA; and
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(h) Liens created by posting cash collateral in connection with Hedging Agreements permitted under Section 6.04(c).
SECTION 6.03. Fundamental Changes and Dispositions of Assets. The Borrower will not, nor will it permit any other Obligor to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any other Obligor to, acquire any business or property from, or Capital Stock of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any other Obligor to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its assets, whether now owned or hereafter acquired, but excluding (x) assets sold or disposed of in the ordinary course of business (including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries) (other than the transfer of Portfolio Investments to Excluded Assets), (y) subject to the provisions of clause (d) below, Portfolio Investments (to the extent not otherwise included in clause (x) of this Section) and (z) subject to the provisions of clause (e) below, any Obligor’s ownership interest in any Excluded Asset.
Notwithstanding the foregoing provisions of this Section:
(a) any Subsidiary Guarantor of the Borrower may be merged or consolidated with or into the Borrower or any other Subsidiary Guarantor; provided that if any such transaction shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing or surviving corporation;
(b) any Obligor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower;
(c) the Capital Stock of any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of (including by way of consolidation or merger) (i) to the Borrower or any wholly owned Subsidiary Guarantor of the Borrower or (ii) so long as such transaction results in an Obligor receiving the proceeds of such disposition, to any other Person, provided that in the case of this clause (ii) if such Subsidiary is a Subsidiary Guarantor or holds any Portfolio Investments, the Borrower would have been permitted to designated such Subsidiary as a “Designated Subsidiary” hereunder and would not have been prohibited from disposing of any such Portfolio Investments to such other Person under any other term of this Agreement;
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(d) the Obligors may sell, transfer or otherwise dispose of Portfolio Investments (other than direct ownership interests in Excluded Assets) to an Excluded Asset so long as (i) after giving effect to such sale, transfer or disposition (and any Concurrent Transactions) the Covered Debt Amount does not exceed the Borrowing Base and (ii) either (x) the amount of any excess availability under the Borrowing Base immediately prior to such sale, transfer or disposition is not diminished as a result of such release or (y) the Adjusted Gross Borrowing Base immediately after giving effect to such sale, transfer or disposition is at least 110% of the Covered Debt Amount;
(e) the Obligors may sell, transfer or otherwise dispose of direct ownership interests in any Excluded Asset to any Subsidiary that is not an Obligor, if after giving effect to such sale, transfer or other disposition and any Concurrent Transaction, no more than 25% of the Value of all Obligors’ direct ownership interests in all Excluded Assets (calculated as of the date of the most recently delivered financial statements on or prior to the date of such sale, transfer or other disposition) are subject to Excluded Asset Liens or have been sold, transferred or otherwise disposed of to a Subsidiary that is not an Obligor pursuant to this clause (e); provided that, notwithstanding that a transfer may violate such 25% limitation, such transfer shall nevertheless be permitted if it is required by law, rule, regulation or interpretive position of the Securities and Exchange Commission;
(f) the Borrower may merge or consolidate with, or acquire all or substantially all of the assets of, any other Person so long as (i) the Borrower is the continuing or surviving entity in such transaction and (ii) at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing;
(g) the Borrower or the other Obligors may dissolve or liquidate (i) any Subsidiary that does not own, legally or beneficially, assets (including, without limitation, Portfolio Investments) which in aggregate have a value of $1,000,000 or more at such time of dissolution or liquidation or (ii) any SBIC Subsidiary, provided that no portion of any Indebtedness or any other obligations (contingent or otherwise) of such SBIC Subsidiary (a) is, or would as a result of dissolution or liquidation hereunder become, recourse to or obligate the Borrower or any other Obligor (other than any SBIC Subsidiary) in any way, or (b) subjects, or would as a result of dissolution or liquidation hereunder subject, any property of the Borrower or any other Obligor (other than any SBIC Subsidiary) to the satisfaction of such Indebtedness; and
(h) the Borrower and the other Obligors may sell, lease, transfer or otherwise dispose of equipment or other property or assets that do not consist of Portfolio Investments so long as the aggregate amount of all such sales, leases, transfer and dispositions does not exceed $50,000,000 in any fiscal year;
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provided that in no event shall the Borrower enter into any transaction of merger or consolidation or amalgamation, or effect any internal reorganization, if the surviving entity would be organized under any jurisdiction other than a jurisdiction of the United States.
SECTION 6.04. Investments. The Borrower will not, nor will it permit any other Obligor to, acquire, make or enter into, or hold, any Investments except:
(a) operating deposit accounts with banks;
(b) Investments by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors;
(c) Hedging Agreements entered into in the ordinary course of any Obligor’s financial planning and not for speculative purposes;
(d) Portfolio Investments by the Borrower and its Subsidiaries (including investments in Excluded Assets) to the extent such Portfolio Investments are permitted under the Investment Company Act and the Borrower’s Investment Policies; provided that, if such Portfolio Investment is not included in the Collateral Pool, then (i) after giving effect to such Portfolio Investment (and any Concurrent Transactions), the Covered Debt Amount does not exceed the Borrowing Base and (ii) either (x) the amount of any excess availability under the Borrowing Base immediately prior to such Portfolio Investment is not diminished as a result of such Portfolio Investment or (y) the Adjusted Gross Borrowing Base immediately after giving effect to such Portfolio Investment is at least 110% of the Covered Debt Amount; and
(e) additional Investments up to but not exceeding $100,000,000 in the aggregate at any time outstanding.
For purposes of clause (e) of this Section, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (calculated at the time such Investment is made) minus (B) the aggregate amount of dividends, distributions or other payments received in cash in respect of such Investment, provided that in no event shall the aggregate amount of such Investment be deemed to be less than zero; the amount of an Investment shall not in any event be reduced by reason of any write‑off of such Investment nor increased by any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out.
SECTION 6.05. Restricted Payments. The Borrower will not, nor will it permit any other Obligor to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that the Borrower may declare and pay:
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(a) dividends with respect to the Capital Stock of the Borrower to the extent payable in additional shares of the Borrower’s common stock;
(b) dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in any taxable year of the Borrower in amounts not to exceed the amount that is estimated in good faith by the Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, its investment company taxable income (within the meaning of section 852(b)(2) of the Code), and reduce to zero the tax imposed by section 852(b)(3) of the Code, and (ii) avoid federal excise taxes for such taxable year (or for the previous taxable year) imposed by section 4982 of the Code;
(c) dividends and distributions in each case in cash or other property (excluding for this purpose the Borrower’s common stock) in addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such Restricted Payment and after giving effect thereto:
(i) no Default shall have occurred and be continuing; and
(ii) the aggregate amount of Restricted Payments made during any taxable year of the Borrower after the Restatement Effective Date under this clause (c) shall not exceed the sum of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) (whether in respect of such taxable year or the previous taxable year) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; and
(d) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after giving effect thereto and any Concurrent Transactions (x) no Borrowing Base Deficiency exists and the Covered Debt Amount does not exceed 90% of the Adjusted Gross Borrowing Base and (y) no Default shall have occurred and be continuing and (ii) on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the Value of any Quoted Investment shall be the most recent quotation available for such Portfolio Investment and (B) the Value of any Unquoted Investment shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d), provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this sub-clause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment.
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In calculating the amount of Restricted Payments made by the Borrower during any period referred to in paragraphs (b) or (c) above, any Restricted Payments made by Designated Subsidiaries or any other Excluded Asset that is a Subsidiary during such period (other than any such Restricted Payments that are made directly or indirectly to Obligors) shall be treated as Restricted Payments made by the Borrower during such period.
Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary Guarantor of the Borrower to the Borrower or to any other Subsidiary Guarantor.
For the avoidance of doubt, the Borrower shall not declare any dividend to the extent such declaration violates the provisions of the Investment Company Act applicable to it.
SECTION 6.06. Certain Restrictions on Subsidiaries. The Borrower will not permit any of its Subsidiaries (other than Excluded Assets) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents or any indenture, agreement, instrument or other arrangement entered into in connection with Indebtedness permitted under Section 6.01 to the extent any such indenture, agreement, instrument or other arrangement does not prohibit or restrain, in each case in any material respect, or impose materially adverse conditions upon, the requirements applicable to the Subsidiaries under the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property (except for restrictions imposed by the underlying governing agreements of any Restricted Acquisition Asset, or any asset held by Pledge LLC or an entity the equity interests of which constitute a Lien Restricted Investment, and applicable only to such Restricted Acquisition Asset, asset held by Pledge LLC or asset held by an entity the equity interests of which constitute a Lien Restricted Investment).
SECTION 6.07. Certain Financial Covenants.
(a) Minimum Shareholders’ Equity. The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than $5,250,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Restatement Effective Date.
(b) Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1 at any time.
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SECTION 6.08. Transactions with AffiliatesThe Borrower will not, and will not permit any other Obligors to enter into any transactions with any of its Affiliates, even if otherwise permitted under this Agreement, except (a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such other Obligor than could be obtained on an arm’s‑length basis from unrelated third parties, (b) transactions between or among the Borrower and any other Obligors not involving any other Affiliate, (c) Restricted Payments permitted by Section 6.05, (d) the transactions provided in the Affiliate Agreements, (e) transactions described or referenced on Schedule V, (f) any Investment that results in the creation of an Affiliate, (g) transactions between or among the Obligors and any SBIC Subsidiary at prices and on terms and conditions not less favorable to the Obligors than could be obtained at the time on an arm’s-length basis from unrelated third parties or (h) transactions approved by a majority of the independent members of the board of directors of the Borrower.
SECTION 6.09. Lines of Business. The Borrower will not, nor will it permit any of its Subsidiaries to, engage in any business in a manner that would violate its Investment Policies in any material respect.
SECTION 6.10. No Further Negative Pledge. The Borrower will not, and will not permit any other Obligors to, enter into any agreement, instrument, deed or lease which prohibits or limits in any material respect the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained in leases not subject to a waiver; (d) any agreement that imposes such restrictions only on Equity Interests in Excluded Assets; (e) the underlying governing agreements of any Restricted Acquisition Asset that impose such restrictions only on such Restricted Acquisition Asset; (f) the underlying governing agreements of any minority equity interest that impose such restrictions only on such equity interest; and (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans, or any Hedging Agreement.
SECTION 6.11. Modifications of Certain Documents. The Borrower will not consent to any modification, supplement, or waiver of (a) any of the provisions of any agreement, instrument or other document evidencing or relating to any Permitted Indebtedness, Shorter Term Unsecured Indebtedness or Special Longer Term Unsecured Indebtedness that would result in such Permitted Indebtedness, Shorter Term Unsecured Indebtedness or Special Longer Term Unsecured Indebtedness, as applicable, not meeting the requirements of the definition of “Permitted Indebtedness”, “Shorter Term Unsecured Indebtedness” or “Special Longer Term Unsecured Indebtedness”, as applicable, set forth in Section 1.01 of this Agreement; provided, that the Borrower may consent to any such
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modification, supplement, or waiver if the Indebtedness subject to such modification, supplement, or waiver would still be permitted under Section 6.01 after giving effect to such modification, supplement, or waiver, or (b) any of the Affiliate Agreements or the Custodian Agreement, unless such modification, supplement or waiver is not materially less favorable to the Borrower than could be obtained on an arm’s‑length basis from unrelated third parties, in each case, without the prior consent of the Administrative Agent (with the approval of the Required Lenders).
SECTION 6.12. Payments of Other Indebtedness. The Borrower will not, nor will it permit any other Obligor to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness, Shorter-Term Unsecured Indebtedness or Special Longer Term Unsecured Indebtedness or any Indebtedness that is not then included in the Covered Debt Amount (other than the refinancing of such Indebtedness with Indebtedness permitted under Section 6.01), except for:
(a) regularly scheduled payments, prepayments or redemptions of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness;
(b) payments and prepayments thereof required to comply with requirements of Section 2.09(c);
(c) Specified Debt Payments permitted to be made under Section 6.13; and
(d) other payments and prepayments so long as at the time of and immediately after giving effect to such payment, (i) no Default shall have occurred and be continuing and (ii) if such payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05(d), such payment would be permitted to be made under Section 6.05(d);
provided that, in the case of clauses (a) through (c) above, in no event shall any Obligor be permitted to prepay or settle (whether as a result of a mandatory redemption, conversion or otherwise) any such Indebtedness, including any cash settlement of convertible debt, if after giving effect thereto and any Concurrent Transaction, the Covered Debt Amount would exceed the Borrowing Base.
SECTION 6.13. Specified Debt. The Borrower will not, nor will it permit any of its Subsidiaries to:
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(a) make any Specified Debt Payment at any time, provided that the Borrower may make a Specified Debt Payment described in clause (a) of the definition of Specified Debt Payment if (i) such Specified Debt Payment does not exceed the then fair value (which fair value shall include reasonable fees and premiums payable in connection therewith) as reasonably determined by the Borrower of the Specified Debt purchased, redeemed, retired or otherwise acquired thereby, (ii) at the time of and immediately after giving effect to such Specified Debt Payment, no Default shall have occurred and be continuing and (iii) if such Specified Debt Payment were treated as a “Restricted Payment” for the purposes of determining compliance with Section 6.05, such Specified Debt Payment would be permitted to be made under Section 6.05; and
(b) notwithstanding anything to the contrary in Section 6.02, create, incur, assume or permit to exist any Lien securing any Specified Debt at any time.
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a) the Borrower shall (i) fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) fail to deposit any amount into the Letter of Credit Collateral Account as required by Section 2.08(a) on the Commitment Termination Date;
(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five or more Business Days;
(c) any representation or warranty made (or deemed made pursuant to Section 4.02) by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect;
(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.03 (with respect to the Borrower’s existence) or Sections 5.08(a) and (b) or in Article VI or any Obligor shall default in the performance of any of its obligations contained in Section 7 of the Guarantee and Security Agreement or (ii) Sections 5.01(d) and (e) or 5.02 and such failure shall continue unremedied for a period of five or more days after notice thereof by the Administrative Agent (given at the request of any Lender) to the Borrower;
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(e) a Borrowing Base Deficiency shall occur and continue unremedied for a period of five or more Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency pursuant to Section 5.01(e), provided that it shall not be an Event of Default hereunder if the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), so long as such Borrowing Base Deficiency is cured within such 30-Business Day period; provided further, such 30-Business Day period shall be extended to a 45-Business Day period solely to the extent as provided in Section 2.09(c) in order to cure any failure to satisfy Section 5.13(h);
(f) the Borrower or any Obligor, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b), (d) or (e) of this Article) or any other Loan Document and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;
(g) the Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, taking into account (other than with respect to payments of principal) any applicable grace period;
(h) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that shall continue unremedied for any applicable period of time sufficient to enable or permit the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (for the avoidance of doubt, other than as permitted under Section 6.12 and that is not a result of a breach, default or other violation or failure in respect of such Material Indebtedness by the Borrower or any of its Subsidiaries and, after giving effect to any applicable grace period); provided that this clause (h) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;
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(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed and unstayed for a period of 60 or more days or an order or decree approving or ordering any of the foregoing shall be entered;
(j) the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;
(k) the Borrower or any of its Significant Subsidiaries (or group of Subsidiaries that if consolidated would constitute a Significant Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
(l) one or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 shall be rendered against the Borrower or any of its Subsidiaries or any combination thereof and (i) the same shall remain undischarged for a period of 30 consecutive days following the entry of such judgment during which 30 day period such judgment shall not have been vacated, stayed, discharged or bonded pending appeal, or liability for such judgment amount shall not have been admitted by an insurer of reputable standing, or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries to enforce any such judgment;
(m) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(n) a Change in Control shall occur;
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(o) Ares Capital Management or any Affiliate of Ares Capital Management that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients shall cease to be the investment advisor for the Borrower;
(p) the Liens created by the Security Documents shall, at any time with respect to Portfolio Investments included in the Collateral Pool having an aggregate Value in excess of 5% of the aggregate Value of all Portfolio Investments included in the Collateral Pool, not be valid and perfected (to the extent perfection by filing, registration, recordation, possession or control is required herein or therein) in favor of the Administrative Agent, free and clear of all other Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents); provided that if such default is as a result of any action of the Administrative Agent or Collateral Agent or a failure of the Administrative Agent or Collateral Agent to take any action within its control, such default shall continue unremedied for a period of ten (10) consecutive Business Days after the Borrower receives written notice thereof from the Administrative Agent;
(q) except for expiration or termination in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect in any material respect, or the enforceability thereof shall be contested by the Borrower;
(r) the Obligors shall at any time, without the consent of the Required Lenders, (i) modify, supplement or waive in any material respect the Investment Policies (other than any modification, supplement or waiver required by any applicable law, rule or regulation), provided that it shall not be deemed a modification in any material respect of the Investment Policies if the permitted investment size of the Portfolio Investments proportionately increases as the size of the Borrower’s capital base changes; (ii) modify, supplement or waive in any material respect the Valuation Policy (other than any modification, supplement or waiver required under GAAP or required by any applicable law, rule or regulation), (iii) fail to comply with the Valuation Policy in any material respect, or (iv) fail to comply with the Investment Policies if the same could reasonably be expected to result in a Material Adverse Effect, and in the case of sub-clauses (iii) and (iv) of this clause (r), such failure shall continue unremedied for a period of 30 or more days after the earlier of notice thereof by the Administrative Agent (given at the request of any Lender) to the Borrower or knowledge thereof by a Financial Officer.
(s) any Excluded Asset that is a Subsidiary shall either (i) make any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of Capital Stock of the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of Capital Stock of the Borrower or any option, warrant or other right to acquire any such shares of Capital Stock of the Borrower that, if such actions were undertaken by the Obligors, would not be permitted under Section 6.05 or (ii) purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of, any Permitted Indebtedness that, if such actions were undertaken by the Obligors, would not be permitted under Section 6.12;
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then, and in every such event (other than an event with respect to the Borrower described in clause (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
In the event that the Loans shall be declared, or shall become, due and payable pursuant to the immediately preceding paragraph then, upon notice from the Administrative Agent or Lenders with LC Exposure representing more than 50% of the total LC Exposure of a Class demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall immediately deposit into the Letter of Credit Collateral Account cash in an amount equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j) of this Article.
ARTICLE VIII
THE ADMINISTRATIVE AGENT
Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
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continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
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The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.
Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender and each Issuing Bank, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented.
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The Administrative Agent may treat any Loans and Credit Exposure of the Non-Extending Lenders that are outstanding at any time as a distinct Class of Loans and Credit Exposure from any outstanding Commitments, Loans and Credit Exposure of the Extending Lenders; provided that any such treatment is solely for administrative purposes and will not affect any Lender’s rights or obligations hereunder.
Each Lender and Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Issuing Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or Issuing Bank pursuant to the foregoing shall be conclusive, absent manifest error.
Each Lender and Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.
The Borrower and each other Obligor hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other
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Obligor, except, in each case, to the extent such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Obligor for the purpose of making such Payment.
Each party’s obligations pursuant to the foregoing shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, an Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations under any Loan Document.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices; Electronic Communications
(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(i) if to the Borrower, to it at 245 Park Avenue, 44th Floor, New York, New York 10167, Attention of the Chief Financial Officer, and the General Counsel (Telecopy No. (212) 750-1777; Telephone No. (212) 710-2122); with a copy to Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles, California 90071, Attention of Dominic K.L. Yoong, Esq. (Telephone No. (213) 485-1234);
(ii) if to the Administrative Agent, to:
JPMorgan Chase Bank, N.A.
500 Stanton Christiana Rd., NCC5 / 1st Floor
Newark, DE 19713
Attention: Loan & Agency Services Group
Tel: (302) 552-0714
Fax: (302) 634-8459
Email: andrew.weyant@chase.com
With a copy to:
JPMorgan Chase Bank, N.A.
500 Stanton Christiana Rd., NCC5 / 1st Floor
Newark, DE 19713
Attention: Loan & Agency Services Group
Tel: (302) 542-6266
Fax: (302) 634-8459
Email: Christopher.draper@chase.com;
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(iii) if to the Collateral Agent, to JPMorgan Chase & Co., CIB DMO WLO, Mail code NY1-C413, 4 CMC, Brooklyn, NY, 11245-0001, United States, Email: ib.collateral.services@jpmchase.com;
(iv) if to JPMCB in its capacity as Issuing Bank, to JPMorgan Chase Bank, N.A., 10420 Highland Manor Dr. 4th Floor, Tampa, FL 33610, Attention: Standby LC Unit, Tel: 800-364-1969, Fax: 856-294-5267 Email: GTS.Client.Services@jpmchase.com, with a copy to: JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, NCC5 / 1st Floor Newark, Delaware 19713, Attention: Loan & Agency Services Group, Telephone No. 1-302-634-1920, michelle.keesee@chase.com;
(v) if to any other Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire; and
(vi) if to any Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).
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(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e‑mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing Bank pursuant to Section 2.05 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless otherwise notified by the Administrative Agent to the Borrower, the Borrower may satisfy its obligation to deliver documents or notices to the Administrative Agent or the Lenders under Sections 5.01 and 5.12(a) by delivering an electronic copy to: joseph.m.burke@ jpmorgan.com and lauren.mayer@ jpmorgan.com (or such other e-mail address as provided to the Borrower in a notice from the Administrative Agent) (and the Administrative Agent shall promptly provide notice thereof to the Lenders).
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
In no event shall the Administrative Agent or any Lender have any liability to the Borrower or any other Person for damages of any kind (whether in tort contract or otherwise) arising out of any transmission of communications through the internet, except in the case of direct damages, to the extent such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, willful misconduct or gross negligence of such relevant Person.
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(c) Documents to be Delivered under Sections 5.01 and 5.12(a). For so long as an Intralinks™ or equivalent website is available to each of the Lenders hereunder, the Borrower may satisfy its obligation to deliver documents to the Administrative Agent or the Lenders under Sections 5.01 and 5.12(a) by delivering either an electronic copy to: joseph.m.burke@ jpmorgan.com and lauren.mayer@ jpmorgan.com (as provided in clause (b) above) or a notice identifying the website where such information is located for posting by the Administrative Agent on Intralinks™ or such equivalent website, provided that the Administrative Agent shall have no responsibility to maintain access to Intralinks™ or an equivalent website.
SECTION 9.02. Waivers; Amendments.(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.
(b) Amendments to this Agreement. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall
(i) increase the Commitment of any Lender without the written consent of such Lender,
(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby,
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(iv) change Section 2.16(b), (c) or (d) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender affected thereby, or
(v) change any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank hereunder without the prior written consent of the Administrative Agent, such Issuing Bank, as the case may be and (y) the consent of Lenders holding not less than two-thirds of the Credit Exposure and unused Commitments will be required (A) for any adverse change affecting the provisions of this Agreement relating to the calculation of the Borrowing Base (excluding changes to the provisions of Section 5.12(b)(iii) or (iv), but including changes to the provisions of Section 5.12(c)(ii) and the definitions set forth in Section 5.13) unless otherwise expressly provided herein and (B) for any release of Collateral other than for fair value or as otherwise permitted hereunder or under the other Loan Documents.
For purposes of this Section, the “scheduled date of payment” of any amount shall refer to the date of payment of such amount specified in this Agreement, and shall not refer to a date or other event specified for the mandatory or optional prepayment of such amount. In addition, whenever a waiver, amendment or modification requires the consent of a Lender “affected” thereby, such waiver, amendment or modification shall, upon consent of such Lender, become effective as to such Lender whether or not it becomes effective as to any other Lender, so long as the Required Lenders consent to such waiver, amendment or modification as provided above.
Anything in this Agreement to the contrary notwithstanding (x) no waiver or modification of any provision of this Agreement or any other Loan Document that could reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver, amendment or modification as provided above; provided, however, for the avoidance of doubt, in no other circumstances shall the concurrence of the Required Lenders of a particular Class be required for any waiver, amendment or modification of any provision of this Agreement or any other Loan Document and (y) the Required Revolving Lenders may waive any condition precedent to an extension of credit under the Revolving Commitments (which, for the avoidance of doubt, shall not constitute a waiver of any ongoing or resulting Default or Event of Default).
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(c) Amendments to Security Documents. No Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens thereof be spread to secure any additional obligations (excluding any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.07(e)) except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Administrative Agent with the consent of the Required Lenders; provided that, (i) without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, or release all or substantially all of the guarantors under the Guarantee and Security Agreement from their guarantee obligations thereunder, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or becomes an Excluded Asset in accordance with this Agreement or which ceases to be consolidated on the Borrower’s financial statements and is no longer required to be a “Subsidiary Guarantor”, so long as (A) after giving effect to any such release under this clause (2) (and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Adjusted Gross Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount and (C) no Event of Default has occurred and is continuing.
(d) Replacement of Non-Consenting Lender. If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by this Section 9.02, the consent of one or more Lenders whose consent is required for such proposed change, waiver, discharge or termination is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at its sole cost and expense, to replace each such non-consenting Lender or Lenders with one or more replacement Lenders pursuant to Section 2.18(b) so long as at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination.
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SECTION 9.03. Expenses; Indemnity; Damage Waiver.(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein (as amended and restated hereby), the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), subject to any limitation previously agreed in writing, (ii) all reasonable and documented out‑of‑pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out‑of‑pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.
(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, the Issuing Banks, the Collateral Agent, the Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, including environmental liabilities, and related expenses (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.15), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, (ii) the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iii) any action taken in connection with this Agreement, including, but not limited to, the payment of principal and interest and fees, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Banks to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the fraud, willful misconduct or gross negligence of such Indemnitee, or (ii) a claim brought against such Indemnitee for breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Loan Documents, if there has been a final and nonappealable judgment against such Indemnitee on such claim as determined by a court of competent jurisdiction.
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The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor, provided that the foregoing limitation shall not be deemed to impair or affect the Obligations of the Borrower under the preceding provisions of this subsection.
(c) Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such.
(d) Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against the Administrative Agent, each Issuing Bank, the Lead Arrangers and each Lender, and each Related Party of any of the foregoing Persons, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.
(e) Payments. All amounts due under this Section shall be payable promptly after written demand therefor.
SECTION 9.04. Successors and Assigns.
(a) Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
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(b) Assignments by Lenders.
(i) Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing (except that so long as no Event of Default under clause (a), (b), (i), (j), or (k) of Article VII is continuing, the Borrower shall have a consent right over any assignment to a “direct competitor” of the Borrower identified to the Administrative Agent and the Lenders prior to the Restatement Effective Date and as may thereafter be agreed between the Borrower and the Administrative Agent acting reasonably), any other assignee; provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and
(B) the Administrative Agent and, in the case of an assignment of Multicurrency Commitments, the Issuing Banks.
(ii) Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 (in the case of the Revolving Commitments) or U.S. $1,000,000 (in the case of the Term Loans) unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
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(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which the Borrower and the Guarantors shall not be obligated); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire.
(iii) Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.
(c) Maintenance of Registers by Administrative Agent. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York City a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Registers” and each individually, a “Register”). The entries in the Registers shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Registers pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Registers shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
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(e) Participations. Any Lender may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed, and which consent shall be deemed granted unless the Borrower has objected by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof), sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans and LC Disbursements owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents and (iv) no consent of the Borrower shall be required for a participation to a Lender, an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing (except that so long as no Event of Default under clause (a), (b), (i), (j), or (k) of Article VII is continuing, the Borrower shall have a consent right over any participation to a “direct competitor” of the Borrower identified to the Administrative Agent and the Lenders prior to the Restatement Effective Date and as may thereafter be agreed between the Borrower and the Administrative Agent acting reasonably). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(d) as though it were a Lender hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) and proposed Section 1.163-5(b) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
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(f) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.13, 2.14 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15 as though it were a Lender and in the case of a Participant claiming exemption for portfolio interest under Section 871(h) or 881(c) of the Code, the applicable Lender shall provide the Borrower with satisfactory evidence that the participation is in registered form and shall permit the Borrower to review such register as reasonably needed for the Borrower to comply with its obligations under applicable laws and regulations.
(g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank or any other central bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.
(h) No Assignments to Natural Persons, the Borrower or Affiliates. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan or LC Exposure held by it hereunder to any natural person (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person) or the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender.
SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
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SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution.
(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.
(b) Electronic Execution of Assignments. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent (and, for the avoidance of doubt, electronic signatures utilizing the DocuSign platform shall be deemed approved), or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
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SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.
SECTION 9.09. Governing Law; Jurisdiction; Etc.
(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.
(b) Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.
(c) Waiver of Venue. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
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SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.11. Judgment Currency. This is an international loan transaction in which the specification of Dollars or any Foreign Currency, as the case may be (the “Specified Currency”), and payment in New York City or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the Specified Currency shall be the currency of account in all events relating to Loans denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.
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SECTION 9.12. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. None of the Joint Lead Arrangers or the Syndication Agents (identified on the cover hereof) shall have any responsibility under this Agreement.
SECTION 9.13. Treatment of Certain Information; Confidentiality.
(a) Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
(b) Confidentiality. Each of the Administrative Agent, the Lenders, the Lead Arrangers and the Issuing Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto or to any rating agency, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement; provided that, (a) so long as no Event of Default is continuing (or, in the case of a “direct competitor” of the Borrower, so long as no Event of Default under clause (a), (b), (i), (j) or (k) of Article VII is continuing), such Person would be permitted to be an assignee or participant pursuant to the terms hereof, (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations or (z) any market data service, (vii) with the consent of the Borrower or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or its Affiliates. In addition, the Administrative Agent and each Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or any Lender in connection with the administration or servicing of this Agreement, the other Loan Documents and the Commitments.
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For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses or any Portfolio Investment, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the Restatement Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 9.14. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with said Act.
SECTION 9.15. Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.
SECTION 9.16. No Fiduciary Duty. Each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Obligors, their stockholders and/or their affiliates. Each Obligor agrees that nothing in the Agreement or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Obligor, its stockholders or its affiliates, on the other. The Obligors acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Obligors, on the other, and (ii) solely in connection therewith and solely with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Obligor, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Obligor, its stockholders or its Affiliates on other matters) or any other obligation to any Obligor except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Obligor, its management, stockholders, creditors or any other Person. Each Obligor acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the transactions contemplated by the Loan Documents and the process leading thereto. Each Obligor agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Obligor, solely in connection with the transactions contemplated by the Loan Documents or the process leading thereto.
SECTION 9.17. German Bank Separation Act. Solely for so long as Deutsche Bank AG New York Branch, or any Affiliate thereof, is a Lender, if any such Lender is subject to the GBSA (as defined below) (any such Lender, a “GBSA Lender”) and such GBSA Lender shall have determined in good faith (based on advice of counsel (including in-house counsel)), which determination shall be made in consultation with the Borrower subject to the terms hereof) that, due to the implementation of the German Act on the Ring-fencing of Risks and for the Recovery and Resolution Planning for Credit Institutions and Financial Groups (Gesetz zur Abschirmung von Risiken und zur Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen) of 7 August
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2013 (commonly referred to as the German Bank Separation Act (Trennbankengesetz) (the “GBSA”), whether before or after the date hereof, or any corresponding European legislation (such as the proposed regulation on structural measures improving the resilience of European Union credit institutions) that may amend or replace the GBSA in the future or any regulation thereunder, or due to the promulgation of, or any change in the interpretation by, any court, tribunal or regulatory authority with competent jurisdiction of the GBSA or any corresponding future European legislation that may amend or replace the GBSA in the future or any regulation thereunder, the arrangements contemplated by this Agreement or the Loans have, or will, become illegal, prohibited or otherwise unlawful (regardless of whether such illegality, prohibition or unlawfulness could be prevented by transferring such arrangements, Commitments and/or Loans to an Affiliate or other third party), then, and in any such event, such GBSA Lender shall give written notice to the Borrower and the Administrative Agent of such determination (which written notice shall include a reasonably detailed explanation of such illegality, prohibition or unlawfulness, including, without limitation, evidence and calculations used in the determination thereof, a “GBSA Initial Notice”), whereupon until the fifth Business Day after the date of such GBSA Initial Notice, such GBSA Lender shall use commercially reasonable efforts to transfer to the extent permitted under applicable law such arrangements, Commitments and/or Loans to an Affiliate or other third party in accordance with Section 9.04. If no such transfer is effected in accordance with the preceding sentence, such GBSA Lender shall give written notice thereof to the Borrower and the Administrative Agent a (“GBSA Final Notice”), whereupon (i) all of the obligations of such GBSA Lender shall become due and payable, and the Borrower shall repay the outstanding principal of such obligations together with accrued interest thereon and all other amounts due and payable to the GBSA Lender, on the fifth Business Day immediately after the date of such GBSA Final Notice (the “Initial GBSA Termination Date”) and, for the avoidance of doubt, such repayment shall not be subject to the terms and conditions of Section 2.16(c) to the extent that there are no outstanding amounts then due and payable to the other Lenders on such fifth Business Day and (ii) the Commitment of such GBSA Lender shall terminate on the Initial GBSA Termination Date; provided that, notwithstanding the foregoing, if, prior to such Initial GBSA Termination Date, the Borrower and/or the Administrative Agent in good faith reasonably believes that there is a mistake, error or omission in the grounds used to determine such illegality, prohibition or unlawfulness under the GBSA or any corresponding future European legislation that may amend or replace the GBSA in the future or any regulation thereunder, then the Borrower and/or the Administrative Agent, as applicable, may provide written notice (which written notice shall include a reasonably detailed explanation of the basis of such good faith belief, including, without limitation, evidence and calculations used in the determination thereof, a “GBSA Consultation Notice”) to that effect, at which point the obligations owed to such GBSA Lender hereunder and under the Loans shall not become due and payable, and the Commitments of such GBSA Lender shall not terminate, until the Business Day immediately following the tenth Business Day immediately after the Initial GBSA Termination Date (the period from, and including, the date of the GBSA Consultation Notice until the tenth Business Day immediately thereafter being the “GBSA Consultation Period”). In the event that the Borrower and/or the Administrative Agent, as applicable, and such GBSA Lender cannot in good faith reasonably agree during the GBSA Consultation Period whether the arrangements contemplated by this Agreement or the Loans have, or will, become illegal, prohibited or otherwise unlawful
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under the GBSA or any corresponding future European legislation that may amend or replace the GBSA in the future or any regulation thereunder, then all of the obligations owed to such GBSA Lender hereunder and under the Loans shall become due and payable, and the Commitments of such GBSA Lender shall terminate, on the Business Day immediately following the last day of such GBSA Consultation Period. Notwithstanding anything to the contrary contained herein, no part of the proceeds of any extension of credit hereunder will be used to pay any GBSA Lender or otherwise satisfy any obligation under this Section 9.17. To the extent that any LC Exposure exists at the time a GBSA Lender’s Commitments are cancelled and its obligations under the Loan Documents are repaid in full, such LC Exposure shall be reallocated as set forth in Section 2.17 treating for purposes hereof each Lender (other than any GBSA Lender) as a non-Defaulting Lender for purposes of such reallocation and treating the GBSA Lender as a Defaulting Lender solely for such purposes.
SECTION 9.18. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
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SECTION 9.18. Acknowledgement Regarding Any Supported QFCs. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable Overnight Rate to the date of repayment, shall have been received by such Lender.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
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| ARES CAPITAL CORPORATION |
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| By: | /s/ Scott Lem |
| Name: | Scott Lem |
| Title: | Authorized Signatory |
Senior Secured Credit Agreement
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| LENDERS |
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| JPMORGAN CHASE BANK, N.A.,
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| as a Lender, an Issuing Bank and as Administrative Agent |
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| By: | /s/ Kevin Faber |
| Name: | Kevin Faber |
| Title: | Vice President |
Senior Secured Credit Agreement
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| | Deutsche Bank AG New York Branch, as a Lender
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| By: | /s/ Ming K Chu | |
| Name: | Ming K Chu | |
| Title: | Director | |
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| | By: | /s/ Annie Chung | |
| | Name: | Annie Chung | |
| | Title: | Managing Director | |
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Senior Secured Credit Agreement
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| | WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender | |
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| By: | /s/ Heidi Samuels | |
| Name: | Heidi Samuels | |
| Title: | Director | |
Senior Secured Credit Agreement
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| | U.S. Bank National Association, as a Lender |
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| By: | /s/ Barry K. Chung | |
| Name: | Barry K. Chung | |
| Title: | Sr. Vice President | |
Senior Secured Credit Agreement
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| | MORGAN STANLEY BANK, N.A., as a Lender
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| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory | |
Senior Secured Credit Agreement
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| | ING Capital LLC, as a Lender |
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| By: | /s/ Grace Fu | |
| Name: | Grace Fu | |
| Title: | Managing Director | |
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| | By: | /s/ Dominik Breuer | |
| | Name: | Dominik Breuer | |
| | Title: | Director | |
Senior Secured Credit Agreement
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| | GOLDMAN SACHS BANK USA, | |
| | as a Lender |
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| By: | /s/ Ananda DeRoche | |
| Name: | Ananda DeRoche | |
| Title: | Authorized Signatory | |
Senior Secured Credit Agreement
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| | REGIONS BANK, as a Lender | |
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| By: | /s/ William Soo | |
| Name: | William Soo | |
| Title: | Director | |
Senior Secured Credit Agreement
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| | Natixis North America LLC, New York | |
| | Branch, as a Lender |
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| By: | /s/ Ray Meyer | |
| Name: | Ray Meyer | |
| Title: | Managing Director | |
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| | By: | /s/ Jordan Leung | |
| | Name: | Jordan Leung | |
| | Title: | Associate | |
Senior Secured Credit Agreement
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| | Land Bank of Taiwan, NY Branch |
| | as a Lender |
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| By: | /s/ Sam Sheu | |
| Name: | Sam Sheu | |
| Title: | General Manager | |
Senior Secured Credit Agreement
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| | FIRST COMMERCIAL BANK, LTD., |
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| | NEW YORK BRANCH as a Lender |
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| By: | /s/ Ching Fang Liao | |
| Name: | Ching Fang Liao | |
| Title: | Vice President & General Manager | |
Senior Secured Credit Agreement
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| | BANK OF MONTREAL, as a Non-Extending Lender |
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| By: | /s/ Michael Orphanides | |
| Name: | Michael Orphanides | |
| Title: | Managing Director | |
Senior Secured Credit Agreement
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| | Comerica Bank, as a Lender |
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| By: | /s/ Randall Mitchell | |
| Name: | Randall Mitchell | |
| Title: | Vice President | |
Senior Secured Credit Agreement
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| | ATLANTIC UNION BANK, as a Lender |
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| By: | /s/ Thomas Ennis | |
| Name: | Thomas Ennis | |
| Title: | Authorized Signatory | |
Senior Secured Credit Agreement
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| | SUMITOMO MITSUI BANKING CORP., |
| | as a Lender and as an Issuing Bank |
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| By: | /s/ Jason Hare | |
| Name: | Jason Hare | |
| Title: | Managing Director | |
Senior Secured Credit Agreement
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| | BARCLAYS BANK PLC, as a Lender |
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| By: | /s/ Edward Pan | |
| Name: | Edward Pan | |
| Title: | Vice President | |
Senior Secured Credit Agreement
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| | Bank of America, N.A., as a Lender, an |
| | Issuing Bank and a Swingline Leader |
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| By: | /s/ Chelsea Liu | |
| Name: | Chelsea Liu | |
| Title: | Vice President | |
Senior Secured Credit Agreement
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| | TRUIST BANK, as a Lender |
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| By: | /s/ Hays Wood | |
| Name: | Hays Wood | |
| Title: | Director | |
Senior Secured Credit Agreement
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| | NORTHWEST BANK, as a Lender |
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| By: | /s/ Jeffrey Dears | |
| Name: | Jeffrey Dears | |
| Title: | Senior Vice President | |
Senior Secured Credit Agreement
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| | Stifel Bank & Trust, as a Lender |
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| By: | /s/ Joseph L. Sooter Jr. | |
| Name: | Joseph L. Sooter Jr. | |
| Title: | Senior Vice President | |
Senior Secured Credit Agreement
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| | Taiwan Business Bank, Los Angeles Branch as a Lender |
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| By: | /s/ Sophie A.Y. Lin | |
| Name: | Sophie A.Y. Lin | |
| Title: | General Manager | |
Senior Secured Credit Agreement
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| | BNP Paribas, as a Lender |
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| By: | /s/ Dimitri Jobert | |
| Name: | Dimitri Jobert | |
| Title: | Managing Director | |
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| | By: | /s/ Sebastian Hebenstreit | |
| | Name: | Sebastian Hebenstreit | |
| | Title: | Vice President | |
Senior Secured Credit Agreement
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| | Bank of Communications Co., Ltd., New York |
| | Branch, as a Lender |
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| By: | /s/ Shaohui Yang | |
| Name: | Shaohui Yang | |
| Title: | General Manager | |
Senior Secured Credit Agreement
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| | Capital One, N.A., as a Lender |
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| By: | /s/ Peter Sweeney | |
| Name: | Peter Sweeney | |
| Title: | Authorized Signatory | |
Senior Secured Credit Agreement
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| | Canadian Imperial Bank of Commerce, as a Lender |
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| By: | /s/ Shyam Shankar | |
| Name: | Shyam Shankar | |
| Title: | Managing Director | |
Senior Secured Credit Agreement
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| | Citibank, N.A., as a Lender. |
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| By: | /s/ Erik Andersen | |
| Name: | Erik Andersen | |
| Title: | Vice President | |
Senior Secured Credit Agreement
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| | MIZUHO BANK, LTD., as a Lender |
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| By: | /s/ Donna DeMagistris | |
| Name: | Donna DeMagistris | |
| Title: | Executive Director | |
Senior Secured Credit Agreement
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| | Mega International Commercial Bank Co., |
| | Ltd. New York Branch, as a Lender |
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| By: | /s/ Tsung-Yao Tsai | |
| Name: | Tsung-Yao Tsai | |
| Title: | AVP | |
Senior Secured Credit Agreement
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| | ROYAL BANK OF CANADA as a Lender |
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| By: | /s/ Alex Figueroa | |
| Name: | Alex Figueroa | |
| Title: | Authorized Signatory | |
Senior Secured Credit Agreement
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| | Santander Bank N.A., as a Non-Extending Lender |
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| By: | /s/ Joseph Abruzzo | |
| Name: | Joseph Abruzzo | |
| Title: | SEVP | |
Senior Secured Credit Agreement
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| | The Bank of New York Mellon, as a Lender |
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| By: | /s/ Jin Li | |
| Name: | Jin Li | |
| Title: | Vice President | |
Senior Secured Credit Agreement
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| | Taiwan Cooperative Bank, Seattle Branch as a Lender |
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| By: | /s/ Yueh-Ching Lin | |
| Name: | Yueh-Ching Lin | |
| Title: | VP & General Manager | |
Senior Secured Credit Agreement
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| | Chang Hwa Commercial Bank, Ltd., Los Angeles Branch as a Lender |
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| By: | /s/ HSIAO-PING HSU | |
| Name: | HSIAO-PING HSU | |
| Title: | AVP & AGM | |
Senior Secured Credit Agreement
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| | Industrial and Commercial Bank of China |
| | Limited, New York Branch, as a Lender |
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| By: | /s/ Huacheng Lin | |
| Name: | Huacheng Lin | |
| Title: | Authorized Signatory | |
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| | By: | /s/ Charles Inkeles | |
| | Name: | Charles Inkeles | |
| | Title: | Authorized Signatory | |
Senior Secured Credit Agreement
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| | Société Générale, as a Lender |
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| By: | /s/ Julien Thinat | |
| Name: | Julien Thinat | |
| Title: | Managing Director | |
Senior Secured Credit Agreement
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| | STATE STREET BANK AND TRUST COMPANY, as a Lender |
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| By: | /s/ Paul Gianatassio | |
| Name: | Paul Gianatassio | |
| Title: | Vice President | |
Senior Secured Credit Agreement
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| | HSBC Bank USA, N.A., as a Non-Extending Lender |
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| By: | /s/ Dean Keyworth | |
| Name: | Dean Keyworth | |
| Title: | Director | |
Senior Secured Credit Agreement
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| | MUFG Bank, Ltd. as a Lender |
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| By: | /s/ Jeanne Horn | |
| Name: | Jeanne Horn | |
| Title: | Managing Director | |
Senior Secured Credit Agreement
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| | Agreed and acknowledged solely with respect to the amendment and restatement of the definitions of “Agreed Foreign Currency”, “Alternate Base Rate”, “Business Day”, “Canadian Prime Rate”, “Daily Simple ESTR”, “ESTR”, “ESTR Administrator”, “ESTR Administrator’s Website”, “SONIA” and “Type” in Section 1.01 of the Amended and Restated Senior Secured Revolving Credit Agreement, Sections 2.02, 2.03, 2.06, 2.11, 2.12 and 2.14, as set forth in the Amended and Restated Senior Secured Revolving Credit Agreement and any defined terms added or amended and restated as a result thereof or in connection therewith, in each case as set forth in the corresponding Sections and defined terms of the Amended and Restated Senior Secured Revolving Credit Agreement | |
| | Credit Suisse AG, New York Branch as 2022 Non-Extending Lender |
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| By: | /s/ Doreen Barr | |
| Name: | Doreen Barr | |
| Title: | Authorized Signatory | |
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| By: | /s/ Michael Dieffenbacher |
| Name: | Michael Dieffenbacher |
| Title: | Authorized Signatory |
Senior Secured Credit Agreement
Exhibit 31.1
Certification of Chief Executive Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
I, R. Kipp deVeer, 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.
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Date: April 25, 2023 | |
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/s/ R. KIPP DEVEER | |
R. Kipp deVeer Chief Executive Officer (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, Penni F. Roll, 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.
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Date: April 25, 2023 | |
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/s/ PENNI F. ROLL | |
Penni F. Roll Chief Financial Officer (principal financial officer) | |
Exhibit 32.1
Certification of Chief Executive Officer 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 quarter ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), R. Kipp deVeer, as Chief Executive Officer of the Company, and Penni F. Roll, 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 or her 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.
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Date: April 25, 2023 | |
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/s/ R. KIPP DEVEER | |
R. Kipp deVeer Chief Executive Officer (principal executive officer) | |
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Date: April 25, 2023 | |
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/s/ PENNI F. ROLL | |
Penni F. Roll 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.