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Steven B. Boehm, Esq.
Harry S. Pangas, Esq.
Sutherland Asbill & Brennan LLP
700 Sixth St., NW, Suite 700
Washington, DC 20001-3980
Tel: (202) 383-0100
Fax: (202) 637-3593
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Title of Securities Being Registered
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Proposed Maximum
Aggregate Offering Price(1)
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Amount of
Registration Fee(5)
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Common Stock, $0.01 par value per share(2)
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Debt Securities(3)
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Warrants(2)
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Total(4)
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$
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1,500,000,000
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$ 181,570(6)
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(1)
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Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this Registration Statement.
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(2)
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Subject to Note 4 below, there is being registered hereunder an indeterminate number of shares of common stock or warrants as may be sold, from time to time. Warrants represent rights to purchase common stock or debt securities.
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(3)
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Subject to Note 4 below, there is being registered hereunder an indeterminate number of debt securities as may be sold, from time to time. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $1,500,000,000.
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(4)
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In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $1,500,000,000.
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(5)
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In reliance upon Rule 429 under the Securities Act of 1933, the amount of securities being registered hereunder includes certain securities previously registered by the Registrant under a registration statement on Form N-2 (File No. 333-180267). All amounts unsold under the prospectus contained in such prior registration statement (a total of $90,295,466) are carried forward into this registration statement on Form N-2, and the prospectus contained as part of this registration statement shall be deemed to be combined with the prospectus contained in the above-referenced registration statement, which has previously been filed. The registration fee paid in connection with this filing reflects the registration of $1,409,704,534 of new securities hereunder.
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(6)
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Previously paid.
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PROSPECTUS SUMMARY
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THE OFFERING
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FEES AND EXPENSES
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SELECTED FINANCIAL AND OTHER DATA
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RISK FACTORS
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
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RATIOS OF EARNINGS TO FIXED CHARGES
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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SENIOR SECURITIES
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BUSINESS
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PORTFOLIO COMPANIES
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MANAGEMENT
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PORTFOLIO MANAGEMENT
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INVESTMENT ADVISORY AGREEMENT
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ADMINISTRATION AGREEMENT
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LICENSE AGREEMENT
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS
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DIVIDEND REINVESTMENT PLAN
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DESCRIPTION OF OUR CAPITAL STOCK
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DESCRIPTION OF OUR DEBT SECURITIES
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DESCRIPTION OF OUR WARRANTS
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
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REGULATION
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PLAN OF DISTRIBUTION
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CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR
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BROKERAGE ALLOCATION AND OTHER PRACTICES
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LEGAL MATTERS
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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AVAILABLE INFORMATION
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PRIVACY NOTICE
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INDEX TO FINANCIAL STATEMENTS
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•
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Capitalize on our investment adviser’s strong relationships with private equity sponsors.
Our investment adviser has developed an extensive network of relationships with private equity sponsors that invest in small and mid-sized companies. We believe that the strength of these relationships is due to a common investment philosophy, a consistent market focus, a rigorous approach to diligence and a reputation for delivering on commitments. In addition to being our principal source of originations, we believe that private equity sponsors provide significant benefits including incremental due diligence, additional monitoring capabilities and a potential source of capital and operational expertise for our portfolio companies.
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•
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Focus on established small and mid-sized companies.
We believe that there are fewer finance companies focused on transactions involving small and mid-sized companies than larger companies, and that this is one factor that allows us to negotiate favorable investment terms. Such favorable terms include higher debt yields and lower leverage levels, more significant covenant protection and greater equity grants than typical of transactions involving larger companies. We generally invest in companies with established market positions, seasoned management teams, proven products and services and strong regional or national operations. We believe that these companies possess better risk-adjusted return profiles than newer companies that are in the early stages of building management teams and/or a revenue base.
|
•
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Continue our growth of direct originations.
Over the last several years, the principals of our investment adviser have developed an origination strategy that allows us to directly originate a significant portion of our investments. We believe that the benefits of direct originations include, among other things, our ability to control the structuring of investment protections and to generate origination and exit fees.
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•
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Employ disciplined underwriting policies and rigorous portfolio management.
Our investment adviser has developed an extensive underwriting process which includes a review of the prospects, competitive position, financial performance and industry dynamics of each potential portfolio company. In addition, we perform substantial diligence on potential investments, and seek to invest alongside private equity sponsors who have proven capabilities in building value. As part of the monitoring process, our investment adviser will analyze monthly and quarterly financial statements versus the previous periods and year, review financial projections, compliance certificates and covenants, meet with management and attend board meetings.
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•
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Structure our debt investments to minimize risk of loss and achieve attractive risk-adjusted returns.
We structure our debt investments on a conservative basis with high cash yields, cash origination fees, low leverage levels and strong investment protections, including prepayment fees.
As of December 31, 2013, the weighted average yield of our debt investments was approximately 10.9%, which includes a cash component of 9.9%.
Our debt investments have strong protections, including default penalties, information rights, board observation rights, and affirmative, negative and financial covenants, such as lien protection and prohibitions against change of control. We believe these protections, coupled with the other features of our investments described above, should allow us to reduce our risk of capital loss and achieve attractive risk adjusted returns; however, there can be no assurance that we will be able to successfully structure our investments to minimize risk of loss and achieve attractive risk-adjusted returns.
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•
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Benefit from lower, fixed, long-term cost of capital.
The SBIC licenses held by our wholly-owned SBIC subsidiaries allow them to issue SBA-guaranteed debentures. SBA-guaranteed debentures carry long-term fixed rates that are generally lower than rates on comparable bank and other debt. Because lower cost SBA leverage is a significant part of our capital base, our relative cost of debt capital may be lower than many of our competitors. In addition, SBIC leverage represents a stable, long-term component of our capital structure that should permit the proper matching of duration and cost compared to our portfolio investments.
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•
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Leverage the skills and experience of our investment adviser.
The principals of our investment adviser have broad investment backgrounds, with prior experience at private investment funds, investment banks and other financial services companies and they also have experience managing distressed companies. We believe that our investment adviser’s expertise in valuing, structuring, negotiating and closing transactions provides us with a competitive advantage by allowing us to provide financing solutions that meet the needs of our portfolio companies while adhering to our underwriting standards.
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•
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$0.0833 per share, payable on June 30, 2014 to stockholders of record on June 16, 2014;
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•
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$0.0833 per share, payable on July 31, 2014 to stockholders of record on July 15, 2014; and
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•
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$0.0833 per share, payable on August 29, 2014 to stockholders of record on August 15, 2014.
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Use of proceeds
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We intend to use substantially all of the net proceeds from the sale of our securities to make investments in small and mid-sized companies in accordance with our investment objective and strategies described in this prospectus, and for general corporate purposes. We may also use a portion of the net proceeds to reduce any of our outstanding borrowings. Pending such use, we will invest the net proceeds primarily in high quality, short-term debt securities consistent with our business development company election and our election to be taxed as a RIC. Reducing our borrowings may include the repurchase of certain debt instruments that could provide us with a net gain on extinguishment of debt, and increase certain fees payable to our investment adviser. See “Use of Proceeds.”
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Investment advisory fees
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Fifth Street Management serves as our investment adviser. We pay Fifth Street Management a fee for its services under the investment advisory agreement consisting of two components — a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 2% of our gross assets, which includes any borrowings for investment purposes and excludes cash and cash equivalents. The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20% of our “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including (i) any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies), (ii) any gain realized on the extinguishment of our own debt and (iii) any other income of any kind that we are required to distribute to our stockholders in order to maintain our RIC status) accrued during the fiscal quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement with FSC CT, Inc. ("FSC CT"), and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount ("OID"), debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. The second part is determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement) and equals 20% of our “Incentive Fee Capital Gains,” which equals our realized capital gains on a cumulative basis from inception through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee. See “Investment Advisory Agreement.”
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Administration agreement
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FSC CT serves as our administrator. We reimburse our administrator the allocable portion of overhead and other expenses incurred by our administrator in performing its obligations under the administration agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief financial officer and chief compliance officer, and their staffs. See “Administration Agreement.”
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Distributions
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We intend to pay dividends to our stockholders out of assets legally available for distribution. From our initial public offering through the fourth fiscal quarter of 2010, we paid quarterly dividends, but in the first fiscal quarter of 2011 we began paying, and we intend to continue paying, monthly dividends to our stockholders. Our distributions, if any, will be determined by our Board of Directors.
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Taxation
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We elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. Accordingly, we generally will not pay corporate-level federal income taxes on any net ordinary income or realized net capital gains that we distribute to our stockholders as dividends. To maintain our RIC tax treatment, we must meet specified source-of- income and asset diversification requirements and distribute annually at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year which generated such taxable income. See “Material U.S. Federal Income Tax Considerations.”
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Dividend reinvestment plan
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We have adopted a dividend reinvestment plan for our stockholders. The dividend reinvestment plan is an “opt out” reinvestment plan. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions. Stockholders who receive distributions in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash; however, since their cash dividends will be reinvested, such stockholders will not receive cash with which to pay any applicable taxes on reinvested dividends. See “Dividend Reinvestment Plan.”
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Risk factors
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Investing in our securities involves a high degree of risk. You should consider carefully the information found in “Risk Factors,” including the following risks:
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•
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The current state of the economy and financial markets increases the likelihood of material adverse effects on our financial position and results of operations.
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•
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A significant portion of our investment portfolio is and will continue to be recorded at fair value as determined in good faith by our Board of Directors and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments.
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•
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Our business model depends to a significant extent upon strong referral relationships with private equity sponsors, and the inability of the principals of our investment adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
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•
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We may face increasing competition for investment opportunities, which could reduce returns and result in losses.
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•
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Because we borrow money, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us.
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•
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Substantially all of our assets are subject to security interests under secured credit facilities or subject to a superior claim over our stockholders by the SBA and if we default on our obligations under the facilities or with respect to our SBA-guaranteed debentures, we may suffer adverse consequences, including foreclosure on our assets. In connection with any such foreclosure and our subsequent liquidation, our lenders would receive proceeds therefrom before our stockholders and, as a result, our stockholders may not receive any proceeds upon our liquidation.
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•
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Because we intend to distribute between 90% and 100% of our income to our stockholders in connection with our election to be treated as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired.
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•
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Regulations governing our operation as a business development company and RIC affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth.
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•
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Any failure to comply with SBA regulations could have a material adverse effect on our SBIC subsidiaries’ operations.
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•
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We will be subject to corporate-level income tax if we are unable to maintain our qualification as a RIC under Subchapter M of the Code or do not satisfy the annual distribution requirement.
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•
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We may not be able to pay you distributions, our distributions may not grow over time and a portion of our distributions may be a return of capital.
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•
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Our investments in portfolio companies may be risky, and we could lose all or part of our investment.
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•
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Investing in small and mid-sized companies involves a number of significant risks. Among other things, these companies:
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•
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may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of the equity components of our investments;
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•
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may have shorter operating histories, narrower product lines, smaller market shares and/or significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
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•
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are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
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•
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generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
|
•
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generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment.
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•
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Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
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•
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We may expose ourselves to risks if we engage in hedging transactions.
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•
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Shares of closed-end investment companies, including business development companies, may trade at a discount to their net asset value.
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•
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We may be unable to invest a significant portion of the net proceeds from an offering of our securities on acceptable terms within an attractive timeframe.
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•
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The market price of our common stock may fluctuate significantly.
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See “Risk Factors” beginning on page 14 for a more complete discussion of these and other risks you should carefully consider before deciding to invest in our securities.
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Leverage
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We expect to continue to use leverage to make investments. As a result, we may continue to be exposed to the risks of leverage, which include that leverage may be considered a speculative investment technique. The use of leverage makes our net asset value more volatile and magnifies the potential for gain and loss on amounts invested, thereby increasing the risks associated with investing in our securities.
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Available information
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We file periodic reports, current reports, proxy statements and other information with the SEC. This information is available at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549 and on the SEC’s website at
www.sec.gov
. The public may obtain information on the operation of the SEC’s public reference room by calling the SEC at (202) 551-8090. This information is also available free of charge by contacting us at Fifth Street Finance Corp., 10 Bank Street, 12th Floor, White Plains, NY 10606, by telephone at (914) 286-6800, or on our website at
www.fifthstreetfinance.com.
The information on this website is not incorporated by reference into this prospectus.
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Stockholder transaction expenses:
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|
|
|
|
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Sales load (as a percentage of offering price)
|
|
—
|
|
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%(1)
|
Offering expenses (as a percentage of offering price)
|
|
—
|
|
|
%(2)
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Dividend reinvestment plan fees
|
|
—
|
|
|
%(3)
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Debt securities offering expenses borne by holders of common stock
|
|
—
|
|
|
%(4)
|
Total stockholder transaction expenses (as a percentage of offering price)
|
|
—
|
|
|
%(5)
|
Annual expenses (as a percentage of net assets attributable to common stock):
|
|
|
|
|
|
Base management fees
|
|
3.58
|
|
|
%(6)
|
Incentive fees
|
|
2.64
|
|
|
%(7)
|
Interest payments on borrowed funds (including other costs of servicing and offering debt securities)
|
|
3.72
|
|
|
%(8)
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Other expenses
|
|
1.12
|
|
|
%(9)
|
Total annual expenses
|
|
11.06
|
|
|
%(10)
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(1)
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In the event that our securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.
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(2)
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In the event that we conduct an offering of our securities, a corresponding prospectus supplement will disclose the estimated offering expenses. Our common stockholders will bear, directly or indirectly, the expenses of any offering of our securities, including debt securities.
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(3)
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The expenses of administering our dividend reinvestment plan are included in “other expenses.”
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(4)
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The prospectus supplement corresponding to each offering will disclose the applicable offering expenses and total stockholder transaction expenses. Although we have no definitive plans to do so at this time, we could determine, if market conditions are favorable and our Board of Directors determines that it is in the best interests of the Company and our stockholders, to issue debt securities. In the event we expect to issue debt securities within 12 months of a common stock offering, any prospectus supplement relating to such offering would specify all estimated expenses of debt securities offerings in a footnote to “Interest payments on borrowed funds (including other costs of servicing and offering debt securities)” and include the applicable portion of such expenses in the fee table.
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(5)
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Total stockholder transaction expenses may include sales load and will be disclosed in a future prospectus supplement, if any.
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(6)
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Our base management fees are calculated based on our net assets as of December 31, 2013 of $1.4 billion (rather than our gross assets). Our base management fees under the investment advisory agreement are calculated at an annual rate of 2% of our gross assets, including the assets of our consolidated subsidiaries and borrowings for investment purposes, and excluding cash and cash equivalents. For purposes of this table, we have assumed gross assets of $2.5 billion, which equals our gross assets as of December 31, 2013, as adjusted for $15.1 million of net borrowings under our credit facilities since such date, and excluding an assumed cash and cash equivalents balance of $20.0 million. The use of borrowings for investment purposes increases our gross assets upon which our base management fees are calculated, while our net assets remain unchanged. See “Investment Advisory Agreement — Overview of Our Investment Adviser — Management Fee.”
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(7)
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Our incentive fees are calculated based on our estimated payment of $36.2 million in incentive fees to our investment adviser over the next 12 months. The incentive fee consists of two parts. The first part, which is payable quarterly in arrears, is equal to 20% of the excess, if any, of our “Pre-Incentive Fee Net Investment Income” that exceeds a 2% quarterly (8% annualized) hurdle rate, subject to a “catch up” provision measured at the end of each fiscal quarter. The first part of the incentive fee is computed and paid on income that may include interest that is accrued but not yet received in cash. The operation of the first part of the incentive fee for each quarter is as follows:
|
•
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no incentive fee is payable to the investment adviser in any fiscal quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the “preferred return” or “hurdle”);
|
•
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100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any fiscal quarter (10% annualized) is payable to the investment adviser. We refer to this portion of our Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) as the “catch-up.” The “catch-up” provision is intended to provide our investment adviser with an incentive fee of 20% on all of our Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when our Pre-Incentive Fee Net Investment Income exceeds 2.5% in any fiscal quarter; and
|
•
|
20% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any fiscal quarter (10% annualized) is payable to the investment adviser (once the hurdle is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the investment adviser).
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(8)
|
“Interest payments on borrowed funds (including other costs of servicing and offering debt securities)” represent our estimated annual interest payments and other costs of servicing and offering our debt securities and relate to borrowings under the Wells Fargo facility, the ING facility, the Sumitomo facility and our SBA-guaranteed debentures, as well as our 5.375% unsecured convertible notes (the “Convertible Notes”), 6.125% unsecured notes due 2028 (the “2028 Notes”) and 5.875% unsecured notes due 2024 (the “2024 Notes” and together with the 2028 Notes, the “Notes”),
and any debt securities we may issue pursuant to this prospectus. Although we expect our borrowings to fluctuate throughout the year, this item is based on estimated average borrowings of approximately $1.1 billion for the next twelve months. We estimate we will incur approximately $3.8 million of expenses of offering our debt securities within the next twelve months and the portion of such expenses we expect to recognize during such period are included in the fee table. The amount of leverage that we employ at any particular time will depend on, among other things, our board of directors’ assessment of market and other factors at the time of any proposed borrowing.
|
(9)
|
“Other expenses” are based on estimated amounts for the current fiscal year. These expenses include certain expenses allocated to the Company under the investment advisory agreement, including travel expenses incurred by our investment adviser's personnel in connection with investigating and monitoring our investments, such as investment due diligence.
|
(10)
|
“Total annual expenses” is presented as a percentage of net assets attributable to common stockholders because our common stockholders bear all of our fees and expenses.
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return
|
|
$
|
110
|
|
|
$
|
327
|
|
|
$
|
538
|
|
|
$
|
1,043
|
|
|
|
As of and for the Three Months Ended
|
|
As of and for the Year Ended
|
||||||||||||||||||||||||
(dollars in thousands, except per share amounts)
|
|
December 31,
2013 |
|
December 31,
2012 |
|
September 30,
2013
|
|
September 30,
2012
|
|
September 30,
2011
|
|
September 30,
2010
|
|
September 30,
2009
|
||||||||||||||
Statement of Operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total investment income
|
|
$
|
71,331
|
|
|
$
|
51,783
|
|
|
$
|
221,612
|
|
|
$
|
165,116
|
|
|
$
|
125,165
|
|
|
$
|
70,538
|
|
|
$
|
49,828
|
|
Base management fee, net
|
|
12,059
|
|
|
8,046
|
|
|
33,427
|
|
|
23,799
|
|
|
19,656
|
|
|
9,275
|
|
|
5,889
|
|
|||||||
Incentive fee
|
|
9,054
|
|
|
6,639
|
|
|
28,158
|
|
|
22,001
|
|
|
16,782
|
|
|
10,756
|
|
|
7,841
|
|
|||||||
All other expenses
|
|
14,000
|
|
|
10,542
|
|
|
45,074
|
|
|
32,882
|
|
|
23,080
|
|
|
7,483
|
|
|
4,736
|
|
|||||||
Gain on extinguishment of unsecured convertible notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,571
|
|
|
1,480
|
|
|
—
|
|
|
—
|
|
|||||||
Net investment income
|
|
36,218
|
|
|
26,556
|
|
|
114,953
|
|
|
88,005
|
|
|
67,127
|
|
|
43,024
|
|
|
31,362
|
|
|||||||
Unrealized appreciation (depreciation) on interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
773
|
|
|
(773
|
)
|
|
—
|
|
|||||||
Realized loss on interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,335
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net unrealized appreciation (depreciation) on investments
|
|
(5,718
|
)
|
|
(9,339
|
)
|
|
13,397
|
|
|
55,974
|
|
|
(7,299
|
)
|
|
(1,054
|
)
|
|
(10,795
|
)
|
|||||||
Realized gain (loss) on investments
|
|
3,206
|
|
|
626
|
|
|
(26,529
|
)
|
|
(64,578
|
)
|
|
(29,059
|
)
|
|
(18,781
|
)
|
|
(14,373
|
)
|
|||||||
Net increase in net assets resulting from operations
|
|
33,706
|
|
|
17,843
|
|
|
101,821
|
|
|
79,401
|
|
|
30,207
|
|
|
22,416
|
|
|
6,194
|
|
|||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net asset value per common share at period end
|
|
9.85
|
|
|
9.88
|
|
|
9.85
|
|
|
9.92
|
|
|
10.07
|
|
|
10.43
|
|
|
10.84
|
|
|||||||
Market price at period end
|
|
9.25
|
|
|
10.42
|
|
|
10.29
|
|
|
10.98
|
|
|
9.32
|
|
|
11.14
|
|
|
10.93
|
|
|||||||
Net investment income
|
|
0.26
|
|
|
0.28
|
|
|
1.04
|
|
|
1.11
|
|
|
1.05
|
|
|
0.95
|
|
|
1.27
|
|
|||||||
Net realized and unrealized loss on investments and interest rate swap
|
|
(0.02
|
)
|
|
(0.09
|
)
|
|
(0.12
|
)
|
|
(0.11
|
)
|
|
(0.58
|
)
|
|
(0.46
|
)
|
|
(1.02
|
)
|
|||||||
Net increase in net assets resulting from operations
|
|
0.24
|
|
|
0.19
|
|
|
0.92
|
|
|
1.00
|
|
|
0.47
|
|
|
0.49
|
|
|
0.25
|
|
|||||||
Dividends paid per share
|
|
0.24
|
|
|
0.29
|
|
|
1.15
|
|
|
1.18
|
|
|
1.26
|
|
|
0.96
|
|
|
1.20
|
|
Balance Sheet data at period end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total investments at fair value
|
|
$
|
2,376,712
|
|
|
$
|
1,580,448
|
|
|
$
|
1,893,046
|
|
|
$
|
1,288,108
|
|
|
$
|
1,119,837
|
|
|
$
|
563,821
|
|
|
$
|
299,611
|
|
Cash and cash equivalents
|
|
42,600
|
|
|
37,438
|
|
|
147,359
|
|
|
74,393
|
|
|
67,644
|
|
|
76,765
|
|
|
113,205
|
|
|||||||
Other assets
|
|
35,171
|
|
|
28,798
|
|
|
31,928
|
|
|
26,501
|
|
|
22,236
|
|
|
11,340
|
|
|
3,071
|
|
|||||||
Total assets
|
|
2,454,483
|
|
|
1,646,684
|
|
|
2,072,333
|
|
|
1,389,002
|
|
|
1,209,717
|
|
|
651,926
|
|
|
415,887
|
|
|||||||
Total liabilities
|
|
1,084,515
|
|
|
599,805
|
|
|
703,461
|
|
|
485,432
|
|
|
481,090
|
|
|
82,754
|
|
|
5,331
|
|
|||||||
Total net assets
|
|
1,369,968
|
|
|
1,046,879
|
|
|
1,368,872
|
|
|
903,570
|
|
|
728,627
|
|
|
569,172
|
|
|
410,556
|
|
|||||||
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average yield on debt investments(1)
|
|
10.9
|
%
|
|
12.0
|
%
|
|
11.1
|
%
|
|
12.0
|
%
|
|
12.4
|
%
|
|
14.0
|
%
|
|
15.7
|
%
|
|||||||
Number of investments at period end
|
|
111
|
|
|
92
|
|
|
99
|
|
|
78
|
|
|
65
|
|
|
38
|
|
|
28
|
|
|
|
-10.0%
|
|
-5.0%
|
|
0.0%
|
|
5.0%
|
|
10.0%
|
|||||
Corresponding net return to common stockholder
|
|
-20.80
|
%
|
|
-11.78
|
%
|
|
-2.77
|
%
|
|
6.24
|
%
|
|
15.26
|
%
|
(1)
|
Assumes $2.5 billion in total assets, $1.1 billion in debt outstanding, $1.4 billion in net assets, and a weighted average interest rate of 3.56%. Actual interest payments may be different.
|
•
|
The annual distribution requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because we may use debt financing, we are subject to an asset coverage ratio requirement under the 1940 Act and we may be subject to certain financial covenants under our debt arrangements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.
|
•
|
The income source requirement will be satisfied if we obtain at least 90% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources.
|
•
|
The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities; and no more than 25% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
|
•
|
may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us
|
•
|
may have shorter operating histories, narrower product lines, smaller market shares and/or significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
|
•
|
are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
|
•
|
generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
|
•
|
generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and as a result may lose part or all of our investment.
|
•
|
OID and PIK instruments may have higher yields, which reflect the payment deferral and credit risk associated with these instruments;
|
•
|
OID and PIK accruals may create uncertainty about the source of our distributions to stockholders;
|
•
|
OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of the collateral; and
|
•
|
OID and PIK instruments may represent a higher credit risk than coupon loans.
|
•
|
significant volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which are not necessarily related to the operating performance of these companies;
|
•
|
inability to obtain any exemptive relief that may be required by us from the SEC;
|
•
|
changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs, business development companies and SBICs;
|
•
|
loss of our business development company or RIC status or the status of our SBIC subsidiaries as SBICs;
|
•
|
changes in earnings or variations in operating results;
|
•
|
changes in the value of our portfolio of investments;
|
•
|
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
|
•
|
departure of our investment adviser’s key personnel; and
|
•
|
general economic trends and other external factors.
|
Warrant Exercise Price
|
|
Net Asset Value Per Share
Prior To Exercise
|
|
Net Asset Value Per Share
After Exercise
|
||||
10% premium to net asset value per common share
|
|
$
|
10.00
|
|
|
$
|
10.20
|
|
Net asset value per common share
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
10% discount to net asset value per common share
|
|
$
|
10.00
|
|
|
$
|
9.80
|
|
•
|
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC (currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings);
|
•
|
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including subordinated indebtedness, in each case, while the 2024 Notes remain outstanding, other than dividends, purchases, redemptions or payments that would cause a violation of Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions giving effect to any exemptive relief granted to us by the SEC (these provisions generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, is below 200% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase);
|
•
|
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
|
•
|
enter into transactions with affiliates;
|
•
|
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
|
•
|
make investments; or
|
•
|
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
|
•
|
our future operating results and dividend projections;
|
•
|
our business prospects and the prospects of our portfolio companies;
|
•
|
the impact of the investments that we expect to make;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
our expected financings and investments;
|
•
|
the adequacy of our cash resources and working capital; and
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies.
|
•
|
changes in the economy;
|
•
|
risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and
|
•
|
future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies, RICs and SBICs.
|
|
|
|
|
Price Range
|
|
Premium
(Discount) of
High Sales
Price to NAV(2)
|
|
Premium
(Discount) of
Low Sales
Price to NAV(2)
|
|
Cash
Distribution
per Share(3)
|
|
|
||||||||||||
|
|
NAV(1)
|
|
High
|
|
Low
|
|
|||||||||||||||||
Year ended September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter
|
|
$
|
9.89
|
|
|
$
|
10.24
|
|
|
$
|
8.60
|
|
|
4
|
%
|
|
(13
|
)%
|
|
$
|
0.3198
|
|
|
|
Second Quarter
|
|
$
|
9.87
|
|
|
$
|
10.60
|
|
|
$
|
9.54
|
|
|
7
|
%
|
|
(3
|
)%
|
|
$
|
0.2874
|
|
|
|
Third Quarter
|
|
$
|
9.85
|
|
|
$
|
10.00
|
|
|
$
|
8.99
|
|
|
2
|
%
|
|
(9
|
)%
|
|
$
|
0.2874
|
|
|
|
Fourth Quarter
|
|
$
|
9.92
|
|
|
$
|
11.01
|
|
|
$
|
9.93
|
|
|
11
|
%
|
|
—
|
%
|
|
$
|
0.2874
|
|
|
|
Year ending September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter
|
|
$
|
9.88
|
|
|
$
|
11.08
|
|
|
$
|
9.80
|
|
|
12
|
%
|
|
(1
|
)%
|
|
$
|
0.2874
|
|
|
|
Second Quarter
|
|
$
|
9.90
|
|
|
$
|
11.07
|
|
|
$
|
10.33
|
|
|
12
|
%
|
|
4
|
%
|
|
$
|
0.2874
|
|
|
|
Third Quarter
|
|
$
|
9.90
|
|
|
$
|
11.13
|
|
|
$
|
9.66
|
|
|
12
|
%
|
|
(2
|
)%
|
|
$
|
0.2874
|
|
|
|
Fourth Quarter
|
|
$
|
9.85
|
|
|
$
|
10.96
|
|
|
$
|
10.04
|
|
|
11
|
%
|
|
2
|
%
|
|
$
|
0.2874
|
|
|
|
Year ending September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter
|
|
$
|
9.85
|
|
|
$
|
10.37
|
|
|
$
|
8.94
|
|
|
*
|
|
|
*
|
|
|
$
|
0.2416
|
|
|
|
Second Quarter (through February 7, 2014)
|
|
*
|
|
|
$
|
9.67
|
|
|
$
|
9.20
|
|
|
*
|
|
|
*
|
|
|
$
|
0.2500
|
|
|
|
*
|
Not determinable at the time of filing.
|
(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 sales prices. The net asset values shown are based on outstanding shares at the end of each period.
|
(2)
|
Calculated as the respective high or low sales price less net asset value, divided by net asset value.
|
(3)
|
Represents the distribution paid or to be paid in the specified quarter. We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a cash distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions. See “Dividend Reinvestment Plan.” Distributions by us are generally taxable to U.S. stockholders as ordinary income or capital gains. See “Material U.S. Federal Income Tax Considerations.”
|
(4)
|
From our initial public offering through the fourth fiscal quarter of 2010, we paid quarterly dividends, but in the first fiscal quarter of 2011 we began paying, and we intend to continue paying, monthly dividends to our stockholders. Our monthly dividends, if any, will be determined by our Board of Directors on a quarterly basis.
|
|
|
For The Three Months Ended December 31, 2013
|
|
For The Year
Ended September 30, 2013 |
|
For The Year
Ended
September 30,
2012
|
|
For The Year
Ended
September 30,
2011
|
|
For The Year
Ended
September 30,
2010
|
|
For The Year
Ended
September 30,
2009
|
|
||||||
Earnings to Fixed Charges(1)
|
|
4.30
|
|
|
4.04
|
|
|
4.42
|
|
|
3.00
|
|
|
12.65
|
|
|
10.74
|
|
|
(1)
|
Earnings include net realized and unrealized gains or losses. Net realized and unrealized gains or losses can vary substantially from period to period.
|
•
|
The quarterly valuation process begins with each portfolio company or investment being initially valued by our finance department;
|
•
|
Preliminary valuations are then reviewed and discussed with principals of the investment adviser;
|
•
|
Separately, independent valuation firms are engaged by our Board of Directors to prepare preliminary valuations on a selected basis and submit the reports to us;
|
•
|
Our finance department compares and contrasts its preliminary valuations to the preliminary valuations of the independent valuation firms;
|
•
|
Our finance department prepares a valuation report for the Audit Committee of our Board of Directors;
|
•
|
The Audit Committee of our Board of Directors is apprised of the preliminary valuations of the independent valuation firms;
|
•
|
The Audit Committee of our Board of Directors reviews the preliminary valuations with the portfolio managers of the investment adviser, and our finance department responds and supplements the preliminary valuations to reflect any comments provided by the Audit Committee;
|
•
|
The Audit Committee of our Board of Directors makes a recommendation to the Board of Directors regarding the fair value of the investments in our portfolio; and
|
•
|
Our Board of Directors discusses the valuations and determines the fair value of each investment in our portfolio in good faith.
|
|
December 31,
2013 |
|
September 30,
2013 |
||
Cost:
|
|
|
|
||
Senior secured debt
|
81.71
|
%
|
|
78.33
|
%
|
Subordinated debt
|
12.81
|
|
|
15.76
|
|
Collateralized Loan obligation ("CLO") debt
|
1.26
|
|
|
1.59
|
|
Purchased equity
|
3.82
|
|
|
3.86
|
|
Equity grants
|
0.18
|
|
|
0.23
|
|
Limited partnership interests
|
0.22
|
|
|
0.23
|
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
|
|
|
||
Fair Value:
|
|
|
|
||
Senior secured debt
|
81.13
|
%
|
|
77.53
|
%
|
Subordinated debt
|
12.79
|
|
|
15.65
|
|
CLO debt
|
1.24
|
|
|
1.56
|
|
Purchased equity
|
4.39
|
|
|
4.74
|
|
Equity grants
|
0.24
|
|
|
0.30
|
|
Limited partnership interests
|
0.21
|
|
|
0.22
|
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
|
December 31,
2013 |
|
September 30,
2013 |
|
||
Cost:
|
|
|
|
|
||
Healthcare services
|
16.64
|
|
%
|
14.35
|
|
%
|
Diversified support services
|
10.37
|
|
|
9.15
|
|
|
Education services
|
9.04
|
|
|
8.97
|
|
|
Advertising
|
7.85
|
|
|
8.28
|
|
|
Specialized finance
|
5.33
|
|
|
6.68
|
|
|
Internet software & services
|
4.97
|
|
|
5.87
|
|
|
IT consulting & other services
|
4.06
|
|
|
4.43
|
|
|
Leisure facilities
|
3.49
|
|
|
—
|
|
|
Oil & gas equipment services
|
3.25
|
|
|
4.06
|
|
|
Data processing & outsourced services
|
2.99
|
|
|
1.25
|
|
|
Healthcare equipment
|
2.98
|
|
|
3.79
|
|
|
Specialty stores
|
2.97
|
|
|
3.68
|
|
|
Human resources & employment services
|
2.75
|
|
|
3.49
|
|
|
Industrial machinery
|
2.47
|
|
|
0.91
|
|
|
Pharmaceuticals
|
2.19
|
|
|
2.77
|
|
|
Airlines
|
1.87
|
|
|
1.32
|
|
|
Apparel, accessories & luxury goods
|
1.84
|
|
|
1.53
|
|
|
Consumer electronics
|
1.56
|
|
|
—
|
|
|
Construction and engineering
|
1.41
|
|
|
1.75
|
|
|
Auto parts & equipment
|
1.37
|
|
|
1.78
|
|
|
Leisure products
|
1.34
|
|
|
2.54
|
|
|
Household products
|
1.26
|
|
|
1.60
|
|
|
Asset management & custody banks
|
1.26
|
|
|
1.59
|
|
|
Home improvement retail
|
1.22
|
|
|
1.54
|
|
|
Air freight and logistics
|
0.78
|
|
|
0.90
|
|
|
Research & consulting services
|
0.74
|
|
|
0.94
|
|
|
Other diversified financial services
|
0.71
|
|
|
2.25
|
|
|
Food distributors
|
0.68
|
|
|
0.99
|
|
|
Specialty chemicals
|
0.57
|
|
|
1.08
|
|
|
Security & alarm services
|
0.56
|
|
|
0.71
|
|
|
Healthcare technology
|
0.55
|
|
|
—
|
|
|
Application software
|
0.51
|
|
|
0.69
|
|
|
Multi-sector holdings
|
0.25
|
|
|
0.20
|
|
|
Environmental & facilities services
|
0.16
|
|
|
0.47
|
|
|
Thrift & mortgage finance
|
0.01
|
|
|
0.01
|
|
|
Construction materials
|
—
|
|
|
0.39
|
|
|
Building products
|
—
|
|
|
0.04
|
|
|
Total
|
100.00
|
|
%
|
100.00
|
|
%
|
|
|
|
|
|
|
December 31,
2013 |
|
September 30,
2013 |
|
||
Fair Value:
|
|
|
|
|
||
Healthcare services
|
16.74
|
|
%
|
14.47
|
|
%
|
Diversified support services
|
10.30
|
|
|
9.04
|
|
|
Education services
|
9.00
|
|
|
8.90
|
|
|
Advertising
|
7.75
|
|
|
8.18
|
|
|
Specialized finance
|
5.29
|
|
|
6.57
|
|
|
Internet software & services
|
5.10
|
|
|
6.03
|
|
|
IT consulting & other services
|
4.07
|
|
|
4.43
|
|
|
Leisure facilities
|
3.46
|
|
|
0.01
|
|
|
Oil & gas equipment services
|
3.22
|
|
|
4.04
|
|
|
Data processing & outsourced services
|
2.97
|
|
|
1.23
|
|
|
Healthcare equipment
|
2.96
|
|
|
3.74
|
|
|
Specialty stores
|
2.95
|
|
|
3.65
|
|
|
Human resources & employment services
|
2.74
|
|
|
3.45
|
|
|
Industrial machinery
|
2.47
|
|
|
0.96
|
|
|
Pharmaceuticals
|
2.24
|
|
|
2.79
|
|
|
Airlines
|
1.89
|
|
|
1.29
|
|
|
Apparel, accessories & luxury goods
|
1.76
|
|
|
1.46
|
|
|
Construction and engineering
|
1.75
|
|
|
2.16
|
|
|
Consumer electronics
|
1.55
|
|
|
0.00
|
|
|
Leisure products
|
1.42
|
|
|
2.64
|
|
|
Auto parts & equipment
|
1.38
|
|
|
1.90
|
|
|
Asset management & custody banks
|
1.24
|
|
|
1.56
|
|
|
Home improvement retail
|
1.23
|
|
|
1.51
|
|
|
Household products
|
1.23
|
|
|
1.55
|
|
|
Research & consulting services
|
0.75
|
|
|
0.95
|
|
|
Other diversified financial services
|
0.70
|
|
|
2.22
|
|
|
Food distributors
|
0.68
|
|
|
0.99
|
|
|
Air freight & logistics
|
0.62
|
|
|
0.74
|
|
|
Specialty chemicals
|
0.57
|
|
|
1.06
|
|
|
Security & alarm services
|
0.56
|
|
|
0.69
|
|
|
Healthcare technology
|
0.55
|
|
|
—
|
|
|
Application software
|
0.53
|
|
|
0.71
|
|
|
Multi-sector holdings
|
0.19
|
|
|
0.21
|
|
|
Environmental & facilities services
|
0.13
|
|
|
0.43
|
|
|
Thrift & mortgage finance
|
0.01
|
|
|
0.01
|
|
|
Construction materials
|
—
|
|
|
0.39
|
|
|
Building products
|
—
|
|
|
0.04
|
|
|
Total
|
100.00
|
|
%
|
100.00
|
|
%
|
•
|
Investment Ranking 1 is used for investments that are performing above expectations and/or capital gains are expected.
|
•
|
Investment Ranking 2 is used for investments that are performing substantially within our expectations, and whose risks remain materially consistent with the potential risks at the time of the original or restructured investment. All new investments are initially ranked 2.
|
•
|
Investment Ranking 3 is used for investments that are performing below our expectations and for which risk has materially increased since the original or restructured investment. The portfolio company may be out of compliance with debt covenants and may require closer monitoring. To the extent that the underlying agreement has a PIK interest provision, investments with a ranking of 3 are generally those on which we are not accruing PIK interest.
|
•
|
Investment Ranking 4 is used for investments that are performing substantially below our expectations and for which risk has increased substantially since the original or restructured investment. Investments with a ranking of 4 are those for which some loss of principal is expected and are generally those on which we are not accruing cash interest.
|
|
December 31, 2013
|
|
September 30, 2013
|
||||||||||||||||||
Investment Ranking
|
Fair Value
|
|
% of Portfolio
|
|
|
Leverage Ratio
|
|
Fair Value
|
|
|
% of Portfolio
|
|
|
Leverage Ratio
|
|||||||
1
|
$
|
118,070
|
|
|
4.97
|
%
|
|
|
2.65
|
|
|
$
|
122,769
|
|
|
|
6.49
|
%
|
|
|
2.67
|
2
|
2,258,642
|
|
|
95.03
|
|
|
|
4.86
|
|
|
1,770,277
|
|
|
|
93.51
|
|
|
|
4.70
|
||
3
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
||
4
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
||
Total
|
$
|
2,376,712
|
|
|
100.00
|
%
|
|
|
4.75
|
|
|
$
|
1,893,046
|
|
|
|
100.00
|
%
|
|
|
4.57
|
|
December 31, 2013
|
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
||||||||||||||||||||||||||||||||||||||||
|
Cost
|
|
% of Debt Portfolio
|
|
|
Fair
Value |
|
% of Debt Portfolio
|
|
|
Cost
|
|
% of Debt Portfolio
|
|
|
Fair
Value |
|
|
% of Debt Portfolio
|
|
|
Cost
|
|
% of Debt Portfolio
|
|
|
Fair
Value |
|
% of Debt Portfolio
|
|
||||||||||||||||||
Accrual
|
$
|
2,249,767
|
|
|
100.00
|
%
|
|
|
$
|
2,261,742
|
|
|
100.00
|
%
|
|
|
$
|
1,779,201
|
|
|
100.00
|
%
|
|
|
$
|
1,793,463
|
|
|
|
100.00
|
%
|
|
|
$
|
1,503,811
|
|
|
98.79
|
%
|
|
|
$
|
1,521,923
|
|
|
99.93
|
%
|
|
PIK non-accrual
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,427
|
|
|
1.21
|
|
|
|
1,072
|
|
|
0.07
|
|
|
||||||
Cash non-accrual(1)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Total
|
$
|
2,249,767
|
|
|
100.00
|
%
|
|
|
$
|
2,261,742
|
|
|
100.00
|
%
|
|
|
$
|
1,779,201
|
|
|
100.00
|
%
|
|
|
$
|
1,793,463
|
|
|
|
100.00
|
%
|
|
|
$
|
1,522,238
|
|
|
100.00
|
%
|
|
|
$
|
1,522,995
|
|
|
100.00
|
%
|
|
(1)
|
Cash non-accrual status is inclusive of PIK and other noncash income, where applicable.
|
|
December 31, 2013
|
|
September 30, 2013
|
|
December 31, 2012
|
||
Coll Materials Group LLC (1)
|
—
|
|
|
—
|
|
|
PIK non-accrual
|
Trans-Trade, Inc. - Term Loan B (1)
|
—
|
|
|
—
|
|
|
PIK non-accrual
|
(1)
|
We did not hold this investment at
December 31, 2013
. See “— Discussion and Analysis of Results and Operations — Comparison of the three months ended December 31, 2013 and December 31, 2012 — Realized Gain (Loss) on Investments” for a discussion of our recent realization events.
|
|
|
Three months
ended December 31, 2013 |
|
|
Three months
ended December 31, 2012 |
||||
Cash interest income
|
|
$
|
—
|
|
|
|
$
|
—
|
|
PIK interest income
|
|
|
—
|
|
|
|
|
424
|
|
OID income
|
|
|
—
|
|
|
|
|
—
|
|
Total
|
|
$
|
—
|
|
|
|
$
|
424
|
|
•
|
Base management fee, which was attributable to a
50.4%
increase in the fair value of the investment portfolio due to an increase in net investment fundings in the year-over-year period;
|
•
|
Incentive fee, which was attributable to a
36.4%
increase in pre-incentive fee net investment income for the year-over-year period; and
|
•
|
Interest expense, which was attributable to a
71.5%
increase in the weighted average debt outstanding for the year-over-year period.
|
•
|
In October and December 2013, we received payments of $3.2 million from Stackpole Powertrain International Holding, L.P. related to the sale of our equity investment. A realized gain of $2.2 million was recorded on this transaction;
|
•
|
In October 2013, we received a payment of $8.9 million from Harden Healthcare, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction;
|
•
|
In October 2013, we received a payment of $4.0 million from Capital Equipment Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction. We also received an additional $0.9 million in connection with the sale of our common equity investment, realizing a gain of $0.6 million;
|
•
|
In November 2013, we received a payment of $10.0 million from IG Investments Holdings, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
|
•
|
In November 2013, we received a payment of $15.7 million from CTM Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
|
•
|
In December 2013, we received a payment of $0.4 million in connection with the exit of our debt investment in Saddleback Fence and Vinyl Products, Inc. A realized loss of $0.3 million was recorded on this transaction;
|
•
|
In December 2013, we received a payment of $7.2 million from Western Emulsions, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction; and
|
•
|
During the three months ended
December 31, 2013
, we received payments of $108.9 million in connection with sales of debt investments in the open market and recorded a net realized gain of $0.5 million.
|
•
|
In October 2012, we received a payment of $4.2 million from Rail Acquisition Corp. in full satisfaction of all obligations related to the revolving loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, we received a payment of $5.4 million from Bojangles in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, we received a payment of $21.9 million from Blue Coat Systems, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, we received a payment of $9.9 million from Insight Pharmaceuticals LLC in full satisfaction of all obligations related to the first lien loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2012, we received a payment of $8.5 million from SolutionSet, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction; and
|
•
|
During the three months ended
December 31, 2012
, we received payments of $33.7 million in connection with partial sales of debt investments in the open market and recorded a net realized gain of $0.6 million.
|
•
|
Base management fee (net of waivers), which was attributable to a 47.0% increase in the fair value of the investment portfolio due to an increase in net investment fundings in the year-over-year period;
|
•
|
Incentive fee, which was attributable to a 30.1% increase in pre-incentive fee net investment income for the year-over-year period; and
|
•
|
Interest expense, which was attributable to a 41.8% increase in weighted average debt outstanding for the year-over-year period.
|
•
|
In October 2012, we received a cash payment of $4.2 million from Rail Acquisition Corp. in full satisfaction of all obligations related to the revolving loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, we received a cash payment of $5.4 million from Bojangles in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, we received a cash payment of $21.9 million from Blue Coat Systems, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, we received a cash payment of $9.9 million from Insight Pharmaceuticals LLC in full satisfaction of all obligations related to the first lien loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2012, we received a cash payment of $8.5 million from SolutionSet, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In January 2013, we received a cash payment of $30.2 million from NDSSI Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction. We also received an additional $3.0 million in connection with the sale of our preferred equity investment (including accumulated PIK of $0.9 million), realizing a gain of $0.1 million;
|
•
|
In January 2013, we received a cash payment of $44.6 million from Welocalize, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In February 2013, we received a cash payment of $14.6 million from Edmentum, Inc. in full satisfaction of all obligations under the first lien loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In February 2013, we received a cash payment of $7.1 million from Advanced Pain Management Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2013, we received a cash payment of $10.0 million from eResearch Technology, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2013, we received a cash payment of $15.0 million from AdVenture Interactive, Corp. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2013, we received a cash payment of $19.5 million from idX Corporation in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
|
•
|
In April 2013, we realized a loss in the amount of $11.2 million after the senior-most creditors foreclosed on the assets of Coll Materials Group, LLC. The Company maintains a $1.0 million receivable related to a financial guarantee related to the transaction;
|
•
|
In April 2013, we received a cash payment of $14.1 million from Huddle House, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In April 2013, we received a cash payment of $20.4 million from Slate Pharmaceuticals Acquisition Corp. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In April 2013, we received a cash payment of $12.5 million from Securus Technologies Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, we received a cash payment of $9.6 million from ConvergeOne Holdings Corp. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, we received a cash payment of $30.9 million from CompuCom Systems, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, we received a cash payment of $31.1 million from Cardon Healthcare Network, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, we restructured its investment in Trans-Trade Brokers, Inc. As part of the restructuring, we exchanged cash and our debt and equity securities for debt and equity securities in the restructured entity, TransTrade Operators, Inc., and recorded a realized loss in the amount of $6.1 million on this transaction;
|
•
|
In June 2013, we received a cash payment of $33.6 million from U.S. Retirement Partners, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In June 2013, we received a cash payment of $14.6 million from Traffic Solutions Holdings, Inc. in full satisfaction of all obligations related to the Term Loan A and Revolver under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, we received a cash payment of $9.1 million from U.S. Collections, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, we received a cash payment of $9.9 million from Ikaria Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited (plus additional fees) at par and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, we received a cash payment of $5.5 million from Miche Bag, LLC in full satisfaction of all obligations related to the Term Loan A under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, we received a cash payment of $43.9 million from Tegra Medical, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, we received a cash payment of $27.0 million from MX USA, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In August 2013, we restructured our investment in Eagle Hospital Physicians, Inc. As part of the restructuring, we exchanged cash and our debt securities for debt and equity securities in the successor entity, Eagle Hospital Physicians, LLC, and recorded a realized loss in the amount of $9.8 million on this transaction;
|
•
|
In August 2013, we received a cash payment of $43.5 million from InvestRx Corporation in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In September 2013, we received a cash payment of $43.1 million from Titan Fitness, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction; and
|
•
|
During the year ended September 30, 2013, we received cash payments of
$59.9 million
in connection with partial sales of debt investments in the open market and recorded a net realized gain of
$0.4 million
.
|
•
|
In November 2011, we recorded a realized loss in the amount of $18.1 million as a result of a Delaware bankruptcy court judge ruling which confirmed a Chapter 11 plan of reorganization that provided no recovery on our investment in Premier Trailer Leasing, Inc.;
|
•
|
In November 2011, we received a cash payment of $20.2 million from IZI Medical Products, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and we received an additional $1.3 million proceeds from our equity investment, realizing a gain of $0.8 million;
|
•
|
In December 2011, we received a cash payment of $23.0 million from ADAPCO, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2011, we received a cash payment of $2.0 million from Best Vinyl Fence & Deck, LLC in full satisfaction of all obligations related to the Term Loan A under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2011, we received a cash payment of $9.2 million from Actient Pharmaceuticals LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In January 2012, we received a cash payment of $18.5 million from IOS Acquisitions, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In February 2012, we received a cash payment of $2.1 million from O’Currance, Inc. The debt investment was exited below par and we recorded a realized loss in the amount of $10.7 million on this transaction;
|
•
|
In February 2012, we received a cash payment of $25.0 million from Ernest Health, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $47.7 million from CRGT, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $24.5 million from Epic Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $48.8 million from Dominion Diagnostics, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $5.0 million from Genoa Healthcare Holdings, LLC in full satisfaction of all obligations under the senior loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2012, we received a cash payment of $28.9 million from JTC Education, Inc. in full satisfaction of all obligations under the first lien loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2012, we received a cash payment of $6.1 million from Fitness Edge, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In June 2012, we received a cash payment of $20.2 million from Caregiver Services, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2012, we received a cash payment of $1.0 million from Best Vinyl Fence & Deck, LLC. The Term Loan B debt investment was exited below par and we recorded a realized loss in the amount of $3.3 million on this transaction;
|
•
|
In July 2012, we received a cash payment of $8.7 million from Pacific Architects & Engineers, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In August 2012, we restructured our investment in Traffic Control & Safety Corp. As part of the restructuring, we exchanged cash and our debt and equity securities for debt and equity securities in the successor entity, Statewide Holdings, Inc., and recorded a realized loss in the amount of $10.9 million on this transaction;
|
•
|
In August 2012, we received a cash payment of $18.0 million from Stackpole Powertrain International ULC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In September 2012, we received a cash payment of $0.1 million in connection with the exit of our investment in Lighting by Gregory, LLC. The investment was exited below par and we recorded a realized loss in the amount of $5.3 million on this transaction;
|
•
|
In September 2012, we received total consideration of $0.6 million in connection with the exit of our investment in Repechage Investments Limited. The investment was exited below par and we recorded a realized loss in the amount of $3.6 million on this transaction; and
|
•
|
In September 2012, we received total consideration of $1.8 million in connection with the sale of our Rail Acquisition Corp. term loan investment. The debt investment was exited below par and we recorded a realized loss in the amount of $13.9 million on this transaction. The proceeds related to this sale had not yet been received as of September 30, 2012 and are recorded as receivables from unsettled transactions in the Consolidated Statement of Assets and Liabilities
|
•
|
Base management fee, which was attributable to a 15.0% increase in the fair value of the investment portfolio due to an increase in net investment fundings in the year-over-year period;
|
•
|
Incentive fee, which was attributable to a 31.1% increase in pre-incentive fee net investment income for the year-over-year period; and
|
•
|
Interest expense, which was attributable to a 70.2% increase in weighted average debt outstanding for the year-over-year period.
|
•
|
In November 2011, we recorded a realized loss in the amount of $18.1 million as a result of a Delaware bankruptcy court judge ruling which confirmed a Chapter 11 plan of reorganization that provided no recovery on our investment in Premier Trailer Leasing, Inc.;
|
•
|
In November 2011, we received a cash payment of $20.2 million from IZI Medical Products, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and we received an additional $1.3 million proceeds from our equity investment, realizing a gain of $0.8 million;
|
•
|
In December 2011, we received a cash payment of $23.0 million from ADAPCO, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2011, we received a cash payment of $2.0 million from Best Vinyl Fence & Deck, LLC in full satisfaction of all obligations related to the Term Loan A under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2011, we received a cash payment of $9.2 million from Actient Pharmaceuticals LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In January 2012, we received a cash payment of $18.5 million from IOS Acquisitions, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In February 2012, we received a cash payment of $2.1 million from O’Currance, Inc. The debt investment was exited below par and we recorded a realized loss in the amount of $10.7 million on this transaction;
|
•
|
In February 2012, we received a cash payment of $25.0 million from Ernest Health, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $47.7 million from CRGT, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $24.5 million from Epic Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $48.8 million from Dominion Diagnostics, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, we received a cash payment of $5.0 million from Genoa Healthcare Holdings, LLC in full satisfaction of all obligations under the senior loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2012, we received a cash payment of $28.9 million from JTC Education, Inc. in full satisfaction of all obligations under the first lien loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2012, we received a cash payment of $6.1 million from Fitness Edge, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In June 2012, we received a cash payment of $20.2 million from Caregiver Services, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2012, we received a cash payment of $1.0 million from Best Vinyl Fence & Deck, LLC. The Term Loan B debt investment was exited below par and we recorded a realized loss in the amount of $3.3 million on this transaction;
|
•
|
In July 2012, we received a cash payment of $8.7 million from Pacific Architects & Engineers, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In August 2012, we restructured our investment in Traffic Control & Safety Corp. As part of the restructuring, we exchanged cash and our debt and equity securities for debt and equity securities in the successor entity, Statewide Holdings, Inc., and recorded a realized loss in the amount of $10.9 million on this transaction;
|
•
|
In August 2012, we received a cash payment of $18.0 million from Stackpole Powertrain International ULC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In September 2012, we received a cash payment of $0.1 million in connection with the exit of our investment in Lighting by Gregory, LLC. The investment was exited below par and we recorded a realized loss in the amount of $5.3 million on this transaction;
|
•
|
In September 2012, we received total consideration of $0.6 million in connection with the exit of our investment in Repechage Investments Limited. The investment was exited below par and we recorded a realized loss in the amount of $3.6 million on this transaction; and
|
•
|
In September 2012, we received total consideration of $1.8 million in connection with the sale of our Rail Acquisition Corp. term loan investment. The debt investment was exited below par and we recorded a realized loss in the amount of $13.9 million on this transaction. The proceeds related to this sale had not yet been received as of September 30, 2012 and are recorded as receivables from unsettled transactions in the Consolidated Statement of Assets and Liabilities.
|
•
|
In October 2010, we received a cash payment of $8.7 million from Goldco, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2010, we received a cash payment of $11.0 million from TBA Global, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2010, we restructured our investment in Vanguard Vinyl, Inc. The restructuring resulted in a realized loss in the amount of $1.7 million;
|
•
|
In December 2010, we restructured our investment in Nicos Polymers & Grinding, Inc. The restructuring resulted in a realized loss in the amount of $3.9 million;
|
•
|
In December 2010, we received a cash payment of $25.3 million from Boot Barn in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2010, we received a cash payment of $11.7 million from Western Emulsions, Inc. in partial satisfaction of the obligations under the loan agreement. No realized gain or loss was recorded on this transaction;
|
•
|
In December 2010, we restructured our investment in Lighting by Gregory, LLC. The restructuring resulted in a realized loss in the amount of $7.8 million;
|
•
|
In March 2011, we received a cash payment of $5.0 million from AmBath/ReBath Holdings, Inc. as part of a restructuring of the loan agreement. The restructuring resulted in a realized loss in the amount of $0.3 million;
|
•
|
In March and April 2011, we received cash payments totaling $1.1 million from MK Network, LLC as part of a settlement of the loan agreement. In April 2011, we recorded a realized loss on this investment in the amount of $14.1 million;
|
•
|
In July 2011, we received a cash payment of $7.3 million from Filet of Chicken in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2011, we received a cash payment of $19.8 million from Cenegenics, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In August 2011, we terminated our interest rate swap agreement and realized a loss of $1.3 million, which included a reclassification of $0.8 million of prior unrealized depreciation;
|
•
|
In September 2011, we received a cash payment of $19.1 million from Flatout, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction; and
|
•
|
In September 2011, we received a cash payment of $0.1 million in connection with the sale of our investment in CPAC, Inc. We recorded a realized loss on this investment in the amount of $1.0 million.
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount
per Share
|
|
Cash
Distribution
|
|
DRIP Shares
Issued
|
|
|
|
DRIP Shares
Value
|
||
January 14, 2013
|
|
March 15, 2013
|
|
March 29, 2013
|
|
$ 0.0958
|
|
|
$ 9.1 million
|
|
100,802
|
|
|
|
|
$ 1.1 million
|
January 14, 2013
|
|
April 15, 2013
|
|
April 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
111,167
|
|
|
|
|
1.2 million
|
January 14, 2013
|
|
May 15, 2013
|
|
May 31, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
127,152
|
|
|
|
|
1.3 million
|
May 6, 2013
|
|
June 14, 2013
|
|
June 28, 2013
|
|
0.0958
|
|
|
10.5 million
|
|
112,821
|
|
|
|
|
1.1 million
|
May 6, 2013
|
|
July 15, 2013
|
|
July 31, 2013
|
|
0.0958
|
|
|
10.2 million
|
|
130,944
|
|
|
|
|
1.3 million
|
May 6, 2013
|
|
August 15, 2013
|
|
August 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
136,052
|
|
|
|
|
1.3 million
|
August 5, 2013
|
|
September 13, 2013
|
|
September 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
135,027
|
|
|
|
|
1.3 million
|
August 5, 2013
|
|
October 15, 2013
|
|
October 31, 2013
|
|
0.0958
|
|
|
11.9 million
|
|
142,320
|
|
|
|
|
1.4 million
|
August 5, 2013
|
|
November 15, 2013
|
|
November 29, 2013
|
|
0.0958
|
|
|
12.0 million
|
|
145,063
|
|
|
(1)
|
|
1.4 million
|
November 21, 2013
|
|
December 13, 2013
|
|
December 30, 2013
|
|
0.05
|
|
|
6.3 million
|
|
69,291
|
|
|
(1)
|
|
0.6 million
|
November 21, 2013
|
|
January 15, 2014
|
|
January 31, 2014
|
|
0.0833
|
|
|
10.5 million
|
|
114,033
|
|
|
(1)
|
|
1.1 million
|
November 21, 2013
|
|
February 14, 2014
|
|
February 28, 2014
|
|
0.0833
|
|
|
|
|
|
|
|
|
|
|
November 21, 2013
|
|
March 14, 2014
|
|
March 31, 2014
|
|
0.0833
|
|
|
|
|
|
|
|
|
|
|
November 21, 2013
|
|
April 15, 2014
|
|
April 30, 2014
|
|
0.0833
|
|
|
|
|
|
|
|
|
|
|
November 21, 2013
|
|
May 15, 2014
|
|
May 30, 2014
|
|
0.0833
|
|
|
|
|
|
|
|
|
|
Date
|
|
Transaction
|
|
Shares
|
|
Public Offering Price
|
|
|
Gross Proceeds
|
|
December 7, 2012
|
|
Public offering(1)
|
|
14,725,000
|
|
10.68
|
|
|
|
157.3 million
|
April 2013
|
|
Public offering(1)
|
|
14,435,253
|
|
10.85
|
|
|
|
156.5 million
|
September 26, 2013
|
|
Public offering(1)
|
|
17,643,000
|
|
10.31
|
|
|
|
181.9 million
|
Rate Fix Date
|
|
Debenture
Amount |
|
Fixed
Interest Rate |
|
SBA
Annual Charge |
|||
September 2010
|
|
$
|
73,000
|
|
|
0.032
|
|
0.285
|
%
|
March 2011
|
|
65,300
|
|
|
0.041
|
|
0.285
|
%
|
|
September 2011
|
|
11,700
|
|
|
0.029
|
|
0.285
|
%
|
Facility
|
|
Financial Covenant
|
|
Description
|
|
Target Value
|
|
Reported Value (1)
|
Wells Fargo facility
|
|
Minimum shareholders’ equity (inclusive of affiliates)
|
|
Net assets shall not be less than $510 million plus 50% of the aggregate net proceeds of all sales of equity interests after February 25, 2011
|
|
$876 million
|
|
$1,369 million
|
|
|
Minimum shareholders’ equity (exclusive of affiliates)
|
|
Net assets exclusive of affiliates other than Funding shall not be less than $250 million
|
|
$250 million
|
|
$1,037 million
|
|
|
Asset coverage ratio
|
|
Asset coverage ratio shall not be less than 2.00:1
|
|
2.00:1
|
|
3.95:1
|
ING facility
|
|
Minimum shareholders’ equity
|
|
Net assets shall not be less than the greater of (a) 40% of total assets; and (b) $825 million plus 50% of the aggregate net proceeds of all sales of equity interests after August 6, 2013
|
|
$913 million
|
|
$1,369 million
|
|
|
Asset coverage ratio
|
|
Asset coverage ratio shall not be less than 2.10:1
|
|
2.10:1
|
|
3.95:1
|
|
|
Interest coverage ratio
|
|
Interest coverage ratio shall not be less than 2.50:1
|
|
2.50:1
|
|
4.68:1
|
Facility
|
|
Date
|
|
Transaction
|
|
Total
Facility
Amount
|
|
Upfront
fee Paid
|
|
Total Facility
Availability
|
|
Amount
Drawn
|
|
Remaining
Availability
|
|
Interest Rate
|
||
Wells Fargo facility
|
|
11/16/2009
|
|
Entered into credit facility
|
|
50 million
|
|
0.8 million
|
|
|
|
|
|
|
|
|
LIBOR + 4.00%
|
|
|
|
5/26/2010
|
|
Expanded credit facility
|
|
100 million
|
|
0.9 million
|
|
|
|
|
|
|
|
|
LIBOR + 3.50%
|
|
|
|
2/28/2011
|
|
Amended credit facility
|
|
100 million
|
|
0.4 million
|
|
|
|
|
|
|
|
|
LIBOR + 3.00%
|
|
|
|
11/30/2011
|
|
Amended credit facility
|
|
100 million
|
|
—
|
|
|
|
|
|
|
|
|
LIBOR + 2.75%
|
|
|
|
4/23/2012
|
|
Amended credit facility
|
|
150 million
|
|
1.2 million
|
|
|
|
|
|
|
|
|
LIBOR + 2.75%
|
|
|
|
6/20/2013
|
|
Amended credit facility
|
|
150 million
|
|
—
|
|
|
50 million
|
(1)
|
50 million
|
|
—
|
|
|
LIBOR (5) + 2.50%
|
ING facility
|
|
5/27/2010
|
|
Entered into credit facility
|
|
90 million
|
|
0.8 million
|
|
|
|
|
|
|
|
|
LIBOR + 3.50%
|
|
|
|
2/22/2011
|
|
Expanded credit facility
|
|
215 million
|
|
1.6 million
|
|
|
|
|
|
|
|
|
LIBOR + 3.50%
|
|
|
|
7/8/2011
|
|
Expanded credit facility
|
|
230 million
|
|
0.4 million
|
|
|
|
|
|
|
|
|
LIBOR + 3.00%/3.25%(2)
|
|
|
|
2/29/2012
|
|
Amended credit facility
|
|
230 million
|
|
1.5 million
|
|
|
|
|
|
|
|
|
LIBOR + 3.00%/3.25%(2)
|
|
|
|
11/30/2012
|
|
Amended credit facility
|
|
385 million
|
|
2.2 million
|
|
|
|
|
|
|
|
|
LIBOR + 2.75%( 3)
|
|
|
|
1/7/2013
|
|
Expanded credit facility
|
|
445 million
|
|
0.3 million
|
|
|
|
|
|
|
|
|
LIBOR + 2.75%( 3)
|
|
|
|
8/6/2013
|
|
Amended credit facility
|
|
480 million
|
|
1.8 million
|
|
|
|
|
|
|
|
|
LIBOR + 2.25%
|
|
|
|
10/22/2013
|
|
Expanded credit facility
|
|
605 million
|
|
0.7 million
|
|
|
605 million
|
|
433 million
|
|
172 million
|
|
|
LIBOR (6) + 2.25%
|
SBA
|
|
2/16/2010
|
|
Received capital commitment
|
|
75 million
|
|
0.8 million
|
|
|
|
|
|
|
|
|
|
|
|
|
9/21/2010
|
|
Received capital commitment
|
|
150 million
|
|
0.8 million
|
|
|
|
|
|
|
|
|
|
|
|
|
7/23/2012
|
|
Received capital commitment
|
|
225 million
|
|
0.8 million
|
|
|
225 million
|
|
211 million
|
|
14 million
|
|
|
3.355% (4)
|
Sumitomo facility
|
|
9/16/2011
|
|
Entered into credit facility
|
|
200 million
|
|
2.5 million
|
|
|
|
|
|
|
|
|
LIBOR + 2.25%
|
|
|
|
10/30/2013
|
|
Reduced credit facility
|
|
125 million
|
|
—
|
|
|
81 million
|
(1)
|
81 million
|
|
—
|
|
|
LIBOR (5) + 2.25%
|
(1)
|
Availability to increase upon our decision to further collateralize the facility
|
(2)
|
LIBOR plus 3.0% when the facility is drawn more than 35%. Otherwise, LIBOR plus 3.25%
|
(3)
|
Assuming we maintain our current credit rating
|
(4)
|
Weighted average interest rate of 3.355% on $181.8 million of rate locked debentures (excludes the SBA annual charge)
|
(5)
|
1-month
|
(6)
|
1-, 2-, 3- or 6-month, at our option
|
|
December 31, 2013
|
|
September 30, 2013
|
||||
Drugtest, Inc.
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Snap Fitness Holdings, Inc.
|
20,000
|
|
|
—
|
|
||
BMC Software Finance, Inc.
|
15,000
|
|
|
—
|
|
||
RP Crown Parent, LLC
|
10,000
|
|
|
9,000
|
|
||
Deltek, Inc.
|
10,000
|
|
|
8,667
|
|
||
P2 Upstream Acquisition Co.
|
10,000
|
|
|
—
|
|
||
First Choice ER, LLC (1)
|
10,000
|
|
|
—
|
|
||
Pingora MSR Opportunity Fund I, LP (limited partnership interest)
|
9,792
|
|
|
9,792
|
|
||
InMotion Entertainment Group, LLC
|
9,335
|
|
|
—
|
|
||
Yeti Acquisition, LLC
|
7,500
|
|
|
7,500
|
|
||
ISG Services, LLC
|
6,000
|
|
|
6,000
|
|
||
Thing5, LLC
|
6,000
|
|
|
—
|
|
||
Med-Data, Incorporated
|
6,000
|
|
|
—
|
|
||
I Drive Safely, LLC
|
5,000
|
|
|
5,000
|
|
||
HealthEdge Software, Inc.
|
5,000
|
|
|
5,000
|
|
Adventure Interactive, Corp.
|
5,000
|
|
|
5,000
|
|
||
Reliance Communications, LLC
|
5,000
|
|
|
2,750
|
|
||
All Web Leads, Inc.
|
5,000
|
|
|
—
|
|
||
Discovery Practice Management, Inc.
|
4,989
|
|
|
1,000
|
|
||
First American Payment Systems, LP
|
4,767
|
|
|
5,000
|
|
||
Teaching Strategies, LLC
|
4,000
|
|
|
5,000
|
|
||
World 50, Inc.
|
4,000
|
|
|
4,000
|
|
||
Refac Optical Group
|
3,600
|
|
|
8,000
|
|
||
Enhanced Recovery Company LLC
|
3,500
|
|
|
3,500
|
|
||
Phoenix Brands Merger Sub LLC
|
3,429
|
|
|
3,429
|
|
||
Personable Holdings, Inc.
|
3,409
|
|
|
3,409
|
|
||
Charter Brokerage, LLC
|
2,933
|
|
|
4,000
|
|
||
OmniSYS Acquisition Corporation
|
2,500
|
|
|
—
|
|
||
CPASS Acquisition Company
|
2,250
|
|
|
2,500
|
|
||
Mansell Group, Inc.
|
2,000
|
|
|
2,000
|
|
||
Physicians Pharmacy Alliance, Inc.
|
2,000
|
|
|
2,000
|
|
||
Chicago Growth Partners III, LP (limited partnership interest)
|
2,000
|
|
|
2,000
|
|
||
Moelis Capital Partners Opportunity Fund I-B, LP (limited partnership interest)
|
2,000
|
|
|
—
|
|
||
Tailwind Capital Partners, LP (limited partnership interest)
|
2,000
|
|
|
—
|
|
||
Specialty Bakers, LLC
|
2,000
|
|
|
—
|
|
||
Beecken Petty O'Keefe Fund IV, LP (limited partnership interest)
|
1,789
|
|
|
2,000
|
|
||
SPC Partners V, LP (limited partnership interest)
|
1,723
|
|
|
—
|
|
||
Riverside Fund V, LP (limited partnership interest)
|
1,582
|
|
|
1,712
|
|
||
Olson + Co., Inc.
|
1,554
|
|
|
2,105
|
|
||
Sterling Capital Partners IV, LP (limited partnership interest)
|
1,540
|
|
|
1,528
|
|
||
CCCG, LLC
|
1,520
|
|
|
1,520
|
|
||
Miche Bag, LLC
|
1,500
|
|
|
1,500
|
|
||
2Checkout.com, Inc.
|
1,350
|
|
|
2,850
|
|
||
Milestone Partners IV, LP (limited partnership interest)
|
1,291
|
|
|
1,414
|
|
||
BMC Acquisition, Inc.
|
1,250
|
|
|
1,250
|
|
||
Ansira Partners, Inc.
|
1,190
|
|
|
1,190
|
|
||
Psilos Group Partners IV, LP (limited partnership interest)
|
1,000
|
|
|
1,000
|
|
||
Genoa Healthcare Holdings, LLC
|
1,000
|
|
|
1,000
|
|
||
Eagle Hospital Physicians, Inc.
|
933
|
|
|
1,867
|
|
||
HealthDrive Corporation
|
734
|
|
|
734
|
|
||
ACON Equity Partners III, LP (limited partnership interest)
|
664
|
|
|
671
|
|
||
Bunker Hill Capital II (QP), LP (limited partnership interest)
|
639
|
|
|
786
|
|
||
Riverlake Equity Partners II, LP (limited partnership interest)
|
564
|
|
|
638
|
|
||
Garretson Firm Resolution Group, Inc.
|
538
|
|
|
—
|
|
||
TransTrade Operators, Inc.
|
500
|
|
|
—
|
|
||
RCP Direct, LP (limited partnership interest)
|
359
|
|
|
524
|
|
||
Baird Capital Partners V, LP (limited partnership interest)
|
351
|
|
|
351
|
|
||
Riverside Fund IV, LP (limited partnership interest)
|
287
|
|
|
287
|
|
||
Total
|
$
|
239,862
|
|
|
$
|
149,474
|
|
|
|
|
|
|
|
|
|
||||||||
|
Debt Outstanding as of
September 30, 2013
|
|
Debt Outstanding as of
December 31, 2013
|
|
Weighted average debt outstanding for the three months ended
December 31, 2013
|
|
Maximum debt outstanding
for the three months ended
December 31, 2013
|
||||||||
SBA debentures payable
|
$
|
181,750
|
|
|
$
|
210,750
|
|
|
$
|
190,413
|
|
|
$
|
210,750
|
|
Wells Fargo facility
|
20,000
|
|
|
50,071
|
|
|
41,680
|
|
|
55,072
|
|
||||
ING facility
|
168,000
|
|
|
433,250
|
|
|
268,826
|
|
|
433,250
|
|
||||
Sumitomo facility
|
—
|
|
|
80,907
|
|
|
52,224
|
|
|
83,500
|
|
||||
Convertible Notes
|
115,000
|
|
|
115,000
|
|
|
115,000
|
|
|
115,000
|
|
||||
2024 Notes
|
75,000
|
|
|
75,000
|
|
|
75,000
|
|
|
75,000
|
|
||||
2028 Notes
|
86,250
|
|
|
86,250
|
|
|
86,250
|
|
|
86,250
|
|
||||
Total debt
|
$
|
646,000
|
|
|
$
|
1,051,228
|
|
|
$
|
829,393
|
|
|
$
|
1,056,228
|
|
|
Payments due by period as of December 31, 2013
|
||||||||||||||||||
|
Total
|
|
< 1 year
|
|
1-3 years
|
|
3-5 years
|
|
> 5 years
|
||||||||||
SBA debentures payable
|
$
|
210,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
210,750
|
|
Interest due on SBA debentures
|
55,666
|
|
|
7,078
|
|
|
14,376
|
|
|
14,356
|
|
|
19,856
|
|
|||||
Wells Fargo facility
|
50,071
|
|
|
—
|
|
|
50,071
|
|
|
—
|
|
|
—
|
|
|||||
Interest due on Wells Fargo facility
|
3,096
|
|
|
1,336
|
|
|
1,760
|
|
|
—
|
|
|
—
|
|
|||||
ING facility
|
433,250
|
|
|
—
|
|
|
—
|
|
|
433,250
|
|
|
—
|
|
|||||
Interest due on ING facility
|
48,520
|
|
|
10,560
|
|
|
21,120
|
|
|
16,840
|
|
|
—
|
|
|||||
Sumitomo facility
|
80,907
|
|
|
—
|
|
|
—
|
|
|
80,907
|
|
|
—
|
|
|||||
Interest due on Sumitomo facility
|
9,214
|
|
|
1,955
|
|
|
3,910
|
|
|
3,349
|
|
|
—
|
|
|||||
Convertible Notes
|
115,000
|
|
|
—
|
|
|
115,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest due on Convertible Notes
|
13,921
|
|
|
6,181
|
|
|
7,740
|
|
|
—
|
|
|
—
|
|
|||||
2024 Notes
|
75,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|||||
Interest due on 2024 Notes
|
47,757
|
|
|
4,406
|
|
|
8,813
|
|
|
8,813
|
|
|
25,725
|
|
|||||
2028 Notes
|
86,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,250
|
|
|||||
Interest due on 2028 Notes
|
75,754
|
|
|
5,283
|
|
|
10,566
|
|
|
10,566
|
|
|
49,339
|
|
|||||
Total
|
$
|
1,305,156
|
|
|
$
|
36,799
|
|
|
$
|
233,356
|
|
|
$
|
568,081
|
|
|
$
|
466,920
|
|
|
December 31, 2013
|
|
September 30, 2013
|
|
||||||||||
|
Fair Value
|
|
% of Floating
Rate Portfolio
|
|
Fair Value
|
|
% of Floating
Rate Portfolio
|
|
||||||
Under 1%
|
$
|
136,852
|
|
|
8.39
|
%
|
|
$
|
115,659
|
|
|
9.57
|
%
|
|
1% to under 2%
|
1,410,504
|
|
|
86.44
|
|
|
1,007,366
|
|
|
83.35
|
|
|
||
2% to under 3%
|
48,438
|
|
|
2.97
|
|
|
48,649
|
|
|
4.03
|
|
|
||
3% and over
|
35,964
|
|
|
2.20
|
|
|
36,913
|
|
|
3.05
|
|
|
||
Total
|
$
|
1,631,758
|
|
|
100.00
|
%
|
|
$
|
1,208,587
|
|
|
100.00
|
%
|
|
Basis point increase( 1)
|
|
Interest
income
|
|
Interest
expense
|
|
Net increase
(decrease)
|
||||||
500
|
|
$
|
63,500
|
|
|
$
|
(28,200
|
)
|
|
$
|
35,300
|
|
400
|
|
47,100
|
|
|
(22,600
|
)
|
|
24,500
|
|
|||
300
|
|
30,600
|
|
|
(16,900
|
)
|
|
13,700
|
|
|||
200
|
|
14,400
|
|
|
(11,300
|
)
|
|
3,100
|
|
|||
100
|
|
1,500
|
|
|
(5,600
|
)
|
|
(4,100
|
)
|
(1)
|
A decline in interest rates would not have a material impact on our Consolidated Financial Statements.
|
|
December 31, 2013
|
|
September 30, 2013
|
||||||||||||
|
Interest Bearing
Cash and Investments
|
|
Borrowings
|
|
Interest Bearing
Cash and Investments
|
|
Borrowings
|
||||||||
Money market rate
|
$
|
42,600
|
|
|
$
|
—
|
|
|
$
|
147,359
|
|
|
$
|
—
|
|
Prime rate
|
18,599
|
|
|
—
|
|
|
2,886
|
|
|
$
|
—
|
|
|||
LIBOR
|
|
|
|
|
|
|
|
||||||||
1-month
|
61,267
|
|
|
564,228
|
|
|
57,604
|
|
|
188,000
|
|
||||
3-month
|
1,548,636
|
|
|
29,000
|
|
|
1,143,068
|
|
|
—
|
|
||||
Fixed rate
|
627,640
|
|
|
458,000
|
|
|
582,340
|
|
|
458,000
|
|
||||
Total
|
$
|
2,298,742
|
|
|
$
|
1,051,228
|
|
|
$
|
1,933,257
|
|
|
$
|
646,000
|
|
Class and Year(1)
|
|
Total Amount
Outstanding
Exclusive of
Treasury
Securities(2)
|
|
Asset
Coverage
Per Unit(3)
|
|
Involuntary
Liquidating
Preference
Per Unit(4)
|
|
Average
Market Value
Per Unit
|
|||||||
ING Facility
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2011
|
|
$
|
133,500
|
|
|
$
|
3,328
|
|
|
—
|
|
|
N/A
|
|
|
Fiscal 2012
|
|
141,000
|
|
|
3,857
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2013
|
|
168,000
|
|
|
3,949
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2014 (as of December 31, 2013, unaudited)
|
|
433,250
|
|
|
2,630
|
|
|
—
|
|
|
N/A
|
|
|||
Wells Fargo Facility
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2011
|
|
$
|
39,524
|
|
|
$
|
3,328
|
|
|
—
|
|
|
N/A
|
|
|
Fiscal 2012
|
|
60,251
|
|
|
3,857
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2013
|
|
20,000
|
|
|
3,949
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2014 (as of December 31, 2013, unaudited)
|
|
50,072
|
|
|
2,630
|
|
|
—
|
|
|
N/A
|
|
|||
Sumitomo Facility
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2011
|
|
$
|
5,000
|
|
|
$
|
3,328
|
|
|
—
|
|
|
N/A
|
|
|
Fiscal 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2014 (as of December 31, 2013, unaudited)
|
|
80,907
|
|
|
2,630
|
|
|
—
|
|
|
N/A
|
|
|||
Convertible Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2011
|
|
$
|
135,000
|
|
|
$
|
3,328
|
|
|
—
|
|
|
N/A
|
|
|
Fiscal 2012
|
|
115,000
|
|
|
3,857
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2013
|
|
115,000
|
|
|
3,949
|
|
|
—
|
|
|
N/A
|
|
|||
Fiscal 2014 (as of December 31, 2013, unaudited)
|
|
115,000
|
|
|
2,630
|
|
|
—
|
|
|
N/A
|
|
|||
2024 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2013
|
|
$
|
75,000
|
|
|
$
|
3,949
|
|
|
—
|
|
|
$
|
981.40
|
|
Fiscal 2014 (as of December 31, 2013, unaudited)
|
|
75,000
|
|
|
2,630
|
|
|
—
|
|
|
921.60
|
|
|||
2028 Notes
|
|
|
|
|
|
|
|
|
|||||||
Fiscal 2013
|
|
$
|
86,250
|
|
|
$
|
3,949
|
|
|
—
|
|
|
$
|
947.80
|
|
Fiscal 2014 (as of December 31, 2013, unaudited)
|
|
86,250
|
|
|
2,630
|
|
|
—
|
|
|
877.80
|
|
(1)
|
We have excluded our SBA-guaranteed debentures from this table because the SEC has granted us exemptive relief that permits us to exclude such debentures from the definition of senior securities in the 200% asset coverage ratio we are required to maintain under the 1940 Act. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition, Liquidity and Capital Resources."
|
(2)
|
Total amount of each class of senior securities outstanding at the end of the period, presented in thousands.
|
(3)
|
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the "Asset Coverage Per Unit."
|
(4)
|
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The "—" indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
|
•
|
Capitalize on our investment adviser’s strong relationships with private equity sponsors.
Our investment adviser has developed an extensive network of relationships with private equity sponsors that invest in small and mid-sized companies. We believe that the strength of these relationships is due to a common investment philosophy, a consistent
|
•
|
Focus on established small and mid-sized companies.
We believe that there are fewer finance companies focused on transactions involving small and mid-sized companies than larger companies, and that this is one factor that allows us to negotiate favorable investment terms. Such favorable terms include higher debt yields and lower leverage levels, more significant covenant protection and greater equity grants than typical of transactions involving larger companies. We generally invest in companies with established market positions, seasoned management teams, proven products and services and strong regional or national operations. We believe that these companies possess better risk-adjusted return profiles than newer companies that are in the early stages of building management teams and/or a revenue base.
|
•
|
Continue our growth of direct originations.
Over the last several years, the principals of our investment adviser have developed an origination strategy that allows us to directly originate a significant portion of our investments. We believe that the benefits of direct originations include, among other things, our ability to control the structuring of investment protections and to generate origination and exit fees.
|
•
|
Employ disciplined underwriting policies and rigorous portfolio management.
Our investment adviser has developed an extensive underwriting process which includes a review of the prospects, competitive position, financial performance and industry dynamics of each potential portfolio company. In addition, we perform substantial diligence on potential investments, and seek to invest alongside private equity sponsors who have proven capabilities in building value. As part of the monitoring process, our investment adviser will analyze monthly and quarterly financial statements versus the previous periods and year, review financial projections, compliance certificates and covenants, meet with management and attend board meetings.
|
•
|
Structure our debt investments to minimize risk of loss and achieve attractive risk-adjusted returns.
We structure our debt investments on a conservative basis with high cash yields, cash origination fees, low leverage levels and strong investment protections, including prepayment fees. As of December 31, 2013, the weighted average yield of our debt investments was approximately 10.9%, which includes a cash component of 9.9%. Our debt investments have strong protections, including default penalties, information rights, board observation rights, and affirmative, negative and financial covenants, such as lien protection and prohibitions against change of control. We believe these protections, coupled with the other features of our investments described above, should allow us to reduce our risk of capital loss and achieve attractive risk adjusted returns; however, there can be no assurance that we will be able to successfully structure our investments to minimize risk of loss and achieve attractive risk-adjusted returns.
|
•
|
Benefit from lower, fixed, long-term cost of capital.
The SBIC licenses held by our wholly-owned SBIC subsidiaries allow them to issue SBA-guaranteed debentures. SBA-guaranteed debentures carry long-term fixed rates that are generally lower than rates on comparable bank and other debt. Because lower cost SBA leverage is a significant part of our capital base, our relative cost of debt capital may be lower than many of our competitors. In addition, SBIC leverage represents a stable, long-term component of our capital structure that should permit the proper matching of duration and cost compared to our portfolio investments.
|
•
|
Leverage the skills and experience of our investment adviser.
The principals of our investment adviser have broad investment backgrounds, with prior experience at private investment funds, investment banks and other financial services companies and they also have experience managing distressed companies. We believe that our investment adviser’s expertise in valuing, structuring, negotiating and closing transactions provides us with a competitive advantage by allowing us to provide financing solutions that meet the needs of our portfolio companies while adhering to our underwriting standards.
|
•
|
Established companies with a history of positive operating cash flow.
We seek to invest in established companies with sound historical financial performance. We typically focus on companies with a history of profitability on an operating cash flow basis.
|
•
|
Ability to exert meaningful influence.
We primarily target investment opportunities in which we will be the lead/sole investor in our tranche and in which we can add value through active participation in the direction of the company, often through advisory positions.
|
•
|
Private equity sponsorship.
We generally seek to invest in companies in connection with private equity sponsors who have proven capabilities in building value. We believe that a private equity sponsor can serve as a committed partner and advisor that will actively work with the company and its management team to meet company goals and create value. We assess a private equity sponsor’s commitment to a portfolio company by, among other things, the capital contribution it has made or will make in the portfolio company.
|
•
|
Seasoned management team.
We generally will require that our portfolio companies have a seasoned management team, with strong corporate governance. We also seek to invest in companies that have proper incentives in place, including having significant equity interests, to motivate management to act in accordance with our interests.
|
•
|
Defensible and sustainable business.
We seek to invest in companies with proven products and/or services and strong regional or national operations.
|
•
|
Exit strategy.
We generally seek to invest in companies that we believe possess attributes that will provide us with the ability to exit our investments. We expect to exit our investments typically through one of three scenarios: (i) the sale of the company resulting in repayment of all outstanding debt, (ii) the recapitalization of the company through which our loan is replaced with debt or equity from a third party or parties or (iii) the repayment of the initial or remaining principal amount of our loan then outstanding at maturity. In some investments, there may be scheduled amortization of some portion of our loan which would result in a partial exit of our investment prior to the maturity of the loan.
|
•
|
The number of years in their current positions;
|
•
|
Track record;
|
•
|
Industry experience;
|
•
|
Management incentive, including the level of direct investment in the enterprise;
|
•
|
Background investigations; and
|
•
|
Completeness of the management team (lack of positions that need to be filled).
|
•
|
Sensitivity to economic cycles;
|
•
|
Competitive environment, including number of competitors, threat of new entrants or substitutes;
|
•
|
Fragmentation and relative market share of industry leaders;
|
•
|
Growth potential; and
|
•
|
Regulatory and legal environment.
|
•
|
Historical and projected financial performance;
|
•
|
Quality of earnings, including source and predictability of cash flows;
|
•
|
Customer and vendor interviews and assessments;
|
•
|
Potential exit scenarios, including probability of a liquidity event;
|
•
|
Internal controls and accounting systems; and
|
•
|
Assets, liabilities and contingent liabilities.
|
•
|
Investment track record;
|
•
|
Industry experience;
|
•
|
Capacity and willingness to provide additional financial support to the company through additional capital contributions, if necessary; and
|
•
|
Reference checks.
|
•
|
First Lien Loans.
Our first lien loans generally have terms of four to six years, provide for a variable or fixed interest rate, contain prepayment penalties and are secured by a first priority security interest in all existing and future assets of the borrower. Our first lien loans may take many forms, including revolving lines of credit, term loans and acquisition lines of credit.
|
•
|
Second Lien Loans.
Our second lien loans generally have terms of four to six years, primarily provide for a fixed interest rate, contain prepayment penalties and are secured by a second priority security interest in all existing and future assets of the borrower. Our second lien loans often include payment-in-kind, or PIK, interest, which represents contractual interest accrued and added to the principal that generally becomes due at maturity.
|
•
|
Unsecured Loans.
Our unsecured investments generally have terms of five to six years and provide for a fixed interest rate. We may make unsecured investments on a stand-alone basis, or in connection with a senior secured loan, a junior secured loan or a “one-stop” financing. Our unsecured investments may include PIK interest and an equity component, such as warrants to purchase common stock in the portfolio company.
|
•
|
review of monthly and quarterly financial statements and financial projections for portfolio companies;
|
•
|
periodic and regular contact with portfolio company management to discuss financial position requirements and accomplishments;
|
•
|
attendance at board meetings;
|
•
|
periodic formal update interviews with portfolio company management and, if appropriate, the private equity sponsor; and
|
•
|
assessment of business development success, including product development, profitability and the portfolio company’s overall adherence to its business plan.
|
•
|
Investment Ranking 1 is used for investments that are performing above expectations and/or capital gains are expected.
|
•
|
Investment Ranking 2 is used for investments that are performing substantially within our expectations, and whose risks remain materially consistent with the potential risks at the time of the original or restructured investment. All new investments are initially ranked 2.
|
•
|
Investment Ranking 3 is used for investments that are performing below our expectations and for which risk has materially increased since the original or restructured investment. The portfolio company may be out of compliance with debt covenants and may require closer monitoring. To the extent that the underlying agreement has a PIK interest provision, investments with a ranking of 3 are generally those on which we are not accruing PIK interest.
|
•
|
Investment Ranking 4 is used for investments that are performing substantially below our expectations and for which risk has increased substantially since the original or restructured investment. Investments with a ranking of 4 are those for which some loss of principal is expected and are generally those on which we are not accruing cash interest.
|
Investment Ranking
|
|
Fair Value
(thousands)
|
|
% of Portfolio
|
|||
1
|
|
$
|
118,070
|
|
|
4.97
|
%
|
2
|
|
2,258,642
|
|
|
95.03
|
|
|
3
|
|
—
|
|
|
—
|
|
|
4
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
2,376,712
|
|
|
100.00
|
%
|
•
|
The quarterly valuation process begins with each portfolio company or investment being initially valued by our finance department;
|
•
|
Preliminary valuations are then reviewed and discussed with the principals of the investment adviser;
|
•
|
Separately, independent valuation firms engaged by our Board of Directors prepare preliminary valuations on a selected basis and submit the reports to us;
|
•
|
Our finance department compares and contrasts its preliminary valuations to the preliminary valuations of the independent valuation firms;
|
•
|
Our finance department prepares a valuation report for the Audit Committee of our Board of Directors;
|
•
|
The Audit Committee of our Board of Directors is apprised of the preliminary valuations of the independent valuation firms;
|
•
|
The Audit Committee of our Board of Directors reviews the preliminary valuations, and our finance department responds and supplements the preliminary valuations to reflect any comments provided by the Audit Committee;
|
•
|
The Audit Committee of our Board of Directors makes a recommendation to the Board of Directors regarding the fair value of the investments in our portfolio; and
|
•
|
Our Board of Directors discusses the valuations and determines the fair value of each investment in our portfolio in good faith.
|
For the quarter ended December 31, 2010
|
|
73.9
|
%
|
|
For the quarter ended March 31, 2011
|
|
82.0
|
%
|
|
For the quarter ended June 30, 2011
|
|
82.9
|
%
|
|
For the quarter ended September 30, 2011
|
|
91.2
|
%
|
|
For the quarter ended December 31, 2011
|
|
89.1
|
%
|
|
For the quarter ended March 31, 2012
|
|
87.3
|
%
|
|
For the quarter ended June 30, 2012
|
|
84.3
|
%
|
|
For the quarter ended September 30, 2012
|
|
79.6
|
%
|
|
For the quarter ended December 31, 2012
|
|
79.5
|
%
|
|
For the quarter ended March 31, 2013
|
|
73.8
|
%
|
|
For the quarter ended June 30, 2013
|
|
76.4
|
%
|
|
For the quarter ended September 30, 2013
|
|
86.5
|
%
|
|
For the quarter ended December 31, 2013
|
|
78.9
|
%
|
|
•
|
the net asset value per share of our common stock most recently disclosed by us in the most recent periodic report that we filed with the SEC;
|
•
|
our management’s assessment of whether any material change in the net asset value per share of our common stock has occurred (including through the realization of gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed net asset value per share of our common stock and ending two days prior to the date of the sale of our common stock; and
|
•
|
the magnitude of the difference between the net asset value per share of our common stock most recently disclosed by us and our management’s assessment of any material change in the net asset value per share of our common stock since that determination, and the offering price of the shares of our common stock in the proposed offering.
|
Name and Address of
Portfolio Company
|
|
Principal
Business
|
|
Titles of Securities
Held by Us
|
|
Percentage of
Ownership
|
|
Loan
Principal
|
|
Cost of
Investment
|
|
Fair Value of
Investment
|
||||||
Traffic Solutions Holdings, Inc.
|
|
Construction and engineering
|
|
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
|
|
$
|
14,606
|
|
|
$
|
14,597
|
|
|
$
|
14,635
|
|
815 Waiakamilo Road, # C
|
|
|
|
LC Facility, 8.5% cash due 12/31/2016
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||
Honolulu, HI 96817
|
|
|
|
746,114 Series A Preferred Units
|
|
|
|
|
|
|
13,193
|
|
|
16,297
|
|
|||
|
|
|
|
746,114 Class A Common Stock Units
|
|
68.1%
|
|
|
|
5,316
|
|
|
10,589
|
|
||||
|
|
|
|
|
|
|
|
|
|
33,103
|
|
|
41,521
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TransTrade Operators, Inc.
|
|
Air freight and logistics
|
|
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
|
|
|
|
14,154
|
|
|
14,154
|
|
|
14,021
|
|
|||
1040 Trade Avenue, Suite 106DFW
|
|
|
|
First Lien Revolver, 8% cash due 5/31/2016
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Airport, TX 75261
|
|
|
|
596.67 Series A Common Units in TransTrade Holding LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
3,033,333.33 Preferred Units in TransTrade Holding LLC
|
|
59.7%
|
|
|
|
4,117
|
|
|
685
|
|
||||
|
|
|
|
|
|
|
|
|
|
18,271
|
|
|
14,706
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
HFG Holdings, LLC
|
|
Specialized finance
|
|
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
|
|
|
|
94,087
|
|
|
94,087
|
|
|
94,187
|
|
|||
199 Water Street, 31st Floor
|
|
|
|
860,000 Class A Units
|
|
88.8%
|
|
|
|
22,347
|
|
|
22,782
|
|
||||
New York, NY 10038
|
|
|
|
|
|
|
|
|
|
116,434
|
|
|
116,969
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Star Aviation, LLC
|
|
Airlines
|
|
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
|
|
|
|
33,862
|
|
|
33,862
|
|
|
33,900
|
|
|||
10 Bank Street, 12th Floor
|
|
|
|
10,104,401 Common Units
|
|
100.0%
|
|
|
|
10,104
|
|
|
11,057
|
|
||||
White Plains, NY 10606
|
|
|
|
|
|
|
|
|
|
43,966
|
|
|
44,957
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eagle Hospital Physicians, LLC
|
|
Healthcare services
|
|
First Lien Term Loan A, 8% PIK due 8/1/2016
|
|
|
|
11,379
|
|
|
11,379
|
|
|
11,344
|
|
|||
5901 C Peachtree, Dunwoody Road, Site 350
|
|
|
|
First Lien Term Loan B, 8.1% PIK due 8/1/2016
|
|
|
|
3,105
|
|
|
3,105
|
|
|
3,103
|
|
|||
Atlanta, GA 30328
|
|
|
|
First Lien Revolver, 8% cash due 8/1/2016
|
|
|
|
933
|
|
|
933
|
|
|
932
|
|
|||
|
|
|
|
4,100,000 Class A Common Units
|
|
80.0%
|
|
|
|
4,100
|
|
|
6,163
|
|
||||
|
|
|
|
|
|
|
|
|
|
19,517
|
|
|
21,542
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Caregiver Services, Inc.
|
|
Healthcare services
|
|
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
|
|
|
|
$
|
9,007
|
|
|
$
|
9,007
|
|
|
$
|
9,015
|
|
10541 NW 17th Avenue
|
|
|
|
1,080,399 shares of Series A Preferred Stock
|
|
|
|
|
|
1,080
|
|
|
3,569
|
|
||||
Miami, FL 33122
|
|
|
|
|
|
|
|
|
|
10,087
|
|
|
12,584
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AmBath/ReBath Holdings, Inc.
|
|
Home improvement retail
|
|
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
|
|
|
|
2,873
|
|
|
2,873
|
|
|
2,947
|
|
|||
421 West Alameda Drive
|
|
|
|
First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
|
|
|
|
25,843
|
|
|
25,843
|
|
|
25,665
|
|
|||
Tempe, AZ 85282
|
|
|
|
4,668,788 Shares of Preferred Stock
|
|
|
|
|
|
—
|
|
|
516
|
|
||||
|
|
|
|
|
|
|
|
|
|
28,716
|
|
|
29,128
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fitness Edge, LLC
|
|
Leisure facilities
|
|
1,000 Common Units
|
|
2.0%
|
|
|
|
$
|
43
|
|
|
$
|
215
|
|
||
1100 Kings Highway
|
|
|
|
|
|
|
|
|
|
43
|
|
|
215
|
|
||||
Fairfield, CT 06825
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Thermoforming Technology Group LLC
|
|
Industrial machinery
|
|
2.28% membership interest
|
|
2.3%
|
|
|
|
849
|
|
|
849
|
|
||||
714 Walnut Street
|
|
|
|
|
|
|
|
|
|
849
|
|
|
849
|
|
||||
Mount Carmel, IL 62863
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
HealthDrive Corporation
|
|
Healthcare services
|
|
First Lien Term Loan A, 10% cash due 7/17/2014
|
|
|
|
$
|
4,164
|
|
|
4,162
|
|
|
4,076
|
|
||
25 Needham Stteet
|
|
|
|
First Lien Term Loan B, 12% cash 1% PIK due 7/17/2014
|
|
|
|
10,791
|
|
|
10,791
|
|
|
10,790
|
|
|||
Newtown, MA 02461
|
|
|
|
First Lien Revolver, 12% cash due 7/17/2014
|
|
|
|
2,266
|
|
|
2,266
|
|
|
2,282
|
|
|||
|
|
|
|
|
|
|
|
|
|
17,219
|
|
|
17,148
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cenegenics, LLC
|
|
Healthcare services
|
|
First Lien Term Loan, 9.75% cash due 9/30/2019
|
|
|
|
33,200
|
|
|
33,177
|
|
|
33,239
|
|
|||
851 South Rampart Boulevard
|
|
|
|
414,419 Common Units
|
|
3.5%
|
|
|
|
598
|
|
|
1,303
|
|
||||
Las Vegas, NV 89145
|
|
|
|
|
|
|
|
|
|
33,775
|
|
|
34,542
|
|
||||
Riverlake Equity Partners II, LP
|
|
Multi-sector holdings
|
|
1.78% limited partnership interest
|
|
1.8%
|
|
|
|
436
|
|
|
427
|
|
||||
699 Boylston Street, 8th Floor -- One Exeter Plaza
|
|
|
|
|
|
|
|
|
|
436
|
|
|
427
|
|
||||
Boston, MA 02116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Riverside Fund IV, LP
|
|
Multi-sector holdings
|
|
0.34% limited partnership interest
|
|
0.3%
|
|
|
|
713
|
|
|
654
|
|
||||
699 Boylston Street, 8th Floor -- One Exeter Plaza
|
|
|
|
|
|
|
|
|
|
713
|
|
|
654
|
|
||||
Boston, MA 02116
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Psilos Group Partners IV, LP
|
|
Multi-sector holdings
|
|
2.35% limited partnership interest
|
|
2.4%
|
|
|
|
—
|
|
|
—
|
|
||||
140 Broadway, 51st Floor
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
New York, NY 10005
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mansell Group, Inc.
|
|
Advertising
|
|
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2015
|
|
|
|
5,998
|
|
|
5,956
|
|
|
6,060
|
|
|||
2 Securities Center, 3500 Piedmont+A5 Road, Suite 320
|
|
|
|
First Lien Term Loan B, LIBOR+9% (3% floor) cash 1.5% PIK due 4/30/2015
|
|
|
|
9,461
|
|
|
9,408
|
|
|
9,547
|
|
|||
Altnata, GA 30305
|
|
|
|
First Lien Revolver, LIBOR+6% (3% floor) cash due 4/30/2015
|
|
|
|
|
|
(11
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
15,353
|
|
|
15,607
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Enhanced Recovery Company, LLC
|
|
Diversified support services
|
|
First Lien Term Loan A, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
11,500
|
|
|
11,416
|
|
|
11,497
|
|
|||
8014 Bayberry Road
|
|
|
|
First Lien Term Loan B, LIBOR+10% (2% floor) cash 1% PIK due 8/13/2015
|
|
|
|
16,014
|
|
|
15,930
|
|
|
16,021
|
|
|||
Jacksonville, FL 32256
|
|
|
|
First Lien Revolver, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
500
|
|
|
470
|
|
|
500
|
|
|||
|
|
|
|
|
|
|
|
|
|
27,816
|
|
|
28,018
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialty Bakers LLC
|
|
Food distributors
|
|
First Lien Term Loan A, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
3,139
|
|
|
3,035
|
|
|
3,138
|
|
|||
450 South Slate Road
|
|
|
|
First Lien Term Loan B, LIBOR+11% (2.5% floor) cash due 9/15/2015
|
|
|
|
11,000
|
|
|
10,899
|
|
|
10,995
|
|
|||
Marysville, LA 17053
|
|
|
|
First Lien Revolver, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
2,000
|
|
|
1,963
|
|
|
2,003
|
|
|||
|
|
|
|
|
|
|
|
|
|
15,897
|
|
|
16,136
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Welocalize, Inc.
|
|
Internet software & services
|
|
3,393,060 Common Units in RPWL Holdings, LLC
|
|
4.0%
|
|
|
|
3,393
|
|
|
7,277
|
|
||||
241 East 4th St. Suite 207
|
|
|
|
|
|
|
|
|
|
3,393
|
|
|
7,277
|
|
||||
Frederick, MD 21701
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Miche Bag, LLC
|
|
Apparel, accessories & luxury goods
|
|
First Lien Term Loan B, LIBOR+10% (3% floor) 3% PIK due 12/7/2015
|
|
|
|
17,666
|
|
|
16,543
|
|
|
17,409
|
|
|||
10808 S. River Front Pkwy, Suite 150
|
|
|
|
First Lien Revolver, LIBOR+7% (3% floor) cash due 12/7/2015
|
|
|
|
|
|
(29
|
)
|
|
—
|
|
||||
South Jordan, UT 84095
|
|
|
|
10,371 Series A Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
1,037
|
|
|
40
|
|
||||
|
|
|
|
19,417 Series A Common Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
1,358.854 Series C Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
136
|
|
|
—
|
|
||||
|
|
|
|
146,289 Series D Common Equity units in Miche Bag Holdings, LLC
|
|
3.4%
|
|
|
|
1,463
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
19,150
|
|
|
17,449
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bunker Hill Capital II (QP), LP
|
|
Multi-sector holdings
|
|
0.51% limited partnership interest (12)
|
|
0.5%
|
|
|
|
361
|
|
|
263
|
|
||||
260 Franklin Street, Suite 1860
|
|
|
|
|
|
|
|
|
|
361
|
|
|
263
|
|
||||
Boston, MA 02110
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Drugtest, Inc.
|
|
Human resources & employment services
|
|
First Lien Term Loan A, LIBOR+7.5% (0.75% floor) cash due 6/27/2018
|
|
|
|
38,317
|
|
|
38,189
|
|
|
38,605
|
|
|||
12600 Northborough Drive, Suite 300
|
|
|
|
First Lien Term Loan B, LIBOR+10% (1% floor) 1.5% PIK due 6/27/2018
|
|
|
|
15,792
|
|
|
15,712
|
|
|
15,767
|
|
|||
Houston, TX 77067
|
|
|
|
First Lien Revolver, LIBOR+6% (1% floor) cash due 6/27/2018 (10)
|
|
|
|
|
|
(38
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
53,863
|
|
|
54,372
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Physicians Pharmacy Alliance, Inc.
|
|
Healthcare services
|
|
First Lien Term Loan, LIBOR+9% cash 1.5% PIK due 1/4/2016
|
|
|
|
11,433
|
|
|
11,293
|
|
|
11,434
|
|
|||
118 MacKenan Drive, Suite 200
|
|
|
|
First Lien Revolver, LIBOR+6% cash due 1/4/2016 (10)
|
|
|
|
|
|
(16
|
)
|
|
—
|
|
||||
Cary, NC 27511
|
|
|
|
|
|
|
|
|
|
11,277
|
|
|
11,434
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Cardon Healthcare Network, LLC
|
|
Diversified support services
|
|
69,487 Class A Units
|
|
0.6%
|
|
|
|
265
|
|
|
507
|
|
||||
4185 Technology Forest Boulevard, Suite 200
|
|
|
|
|
|
|
|
|
|
265
|
|
|
507
|
|
||||
The Woodlands, TX 77381
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Phoenix Brands Merger Sub LLC
|
|
Household products
|
|
Senior Term Loan, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
5,196
|
|
|
5,122
|
|
|
5,119
|
|
|||
1 Landmark Square, Suite 1810
|
|
|
|
Subordinated Term Loan, 10% cash 3.875% PIK due 2/1/2017
|
|
|
|
21,821
|
|
|
21,556
|
|
|
21,001
|
|
|||
Stamford, CT 06901
|
|
|
|
Senior Revolver, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
3,000
|
|
|
2,930
|
|
|
3,000
|
|
|||
|
|
|
|
|
|
|
|
|
|
29,608
|
|
|
29,120
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CCCG, LLC
|
|
Oil & gas equipment services
|
|
First Lien Term Loan, LIBOR+8% (1.75% floor) cash 1% PIK due 12/29/2017
|
|
|
|
35,328
|
|
|
34,926
|
|
|
34,727
|
|
|||
1640 South 101st E. Avenue
|
|
|
|
First Lien Revolver, LIBOR+5.5% (1.75% floor) cash due 12/31/2014
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Tulsa, OK 74128
|
|
|
|
|
|
|
|
|
|
34,926
|
|
|
34,727
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Maverick Healthcare Group, LLC
|
|
Healthcare equipment
|
|
First Lien Term Loan A, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
9,900
|
|
|
9,900
|
|
|
9,919
|
|
|||
2546 West Birchwood Avenue, Suite 101-104
|
|
|
|
First Lien Term Loan B, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
38,800
|
|
|
38,470
|
|
|
38,745
|
|
|||
Mesa, AZ 85202
|
|
|
|
|
|
|
|
|
|
48,370
|
|
|
48,664
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Refac Optical Group
|
|
Specialty stores
|
|
First Lien Term Loan A, LIBOR+7.5% cash due 9/30/2018
|
|
|
|
23,846
|
|
|
23,704
|
|
|
23,928
|
|
|||
1 Harmon Drive
|
|
|
|
First Lien Term Loan B, LIBOR+8.5% cash 1.75% PIK due 9/30/2018
|
|
|
|
33,023
|
|
|
32,752
|
|
|
33,131
|
|
|||
Blackwood, NJ 08012
|
|
|
|
First Lien Term Loan C, 12% cash due 12/31/2014
|
|
|
|
7,757
|
|
|
7,757
|
|
|
7,757
|
|
|||
|
|
|
|
First Lien Revolver, LIBOR+7.5% cash due 9/30/2018
|
|
|
|
4,400
|
|
|
4,341
|
|
|
4,400
|
|
|||
|
|
|
|
1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
|
|
|
|
|
|
1
|
|
|
—
|
|
||||
|
|
|
|
500.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
305
|
|
|
—
|
|
||||
|
|
|
|
1,000 Shares of Series A Preferred Stock in Refac Holdings, Inc.
|
|
1.7%
|
|
|
|
999
|
|
|
889
|
|
||||
|
|
|
|
|
|
|
|
|
|
69,859
|
|
|
70,105
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
GSE Environmental, Inc.
|
|
Environmental & facilities services
|
|
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/27/2016
|
|
|
|
3,780
|
|
|
3,730
|
|
|
3,175
|
|
|||
19103 Gundle Road
|
|
|
|
|
|
|
|
|
|
3,730
|
|
|
3,175
|
|
||||
Houston, TX 77073
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Baird Capital Partners V, LP
|
|
Multi-sector holdings
|
|
0.40% limited partnership interest
|
|
0.4%
|
|
|
|
649
|
|
|
743
|
|
||||
777 East Wisconsin Avenue
|
|
|
|
|
|
|
|
|
|
649
|
|
|
743
|
|
||||
Milwaukee, WI 53202
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Charter Brokerage, LLC
|
|
Oil & gas equipment services
|
|
Senior Term Loan, LIBOR+6.5% (1.5% floor) cash due 10/10/2016
|
|
|
|
28,534
|
|
|
28,458
|
|
|
28,840
|
|
|||
30 S. Wacker Drive, Suite 3700
|
|
|
|
Subordinated Term Loan, 11.75% cash 2% PIK due 10/10/2017
|
|
|
|
12,036
|
|
|
11,986
|
|
|
11,999
|
|
|||
Chicago, IL 60606
|
|
|
|
Senior Revolver, LIBOR+6.5% (1.5% floor) cash due 10/10/2016
|
|
|
|
1,067
|
|
|
1,030
|
|
|
1,067
|
|
|||
|
|
|
|
|
|
|
|
|
|
41,474
|
|
|
41,906
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discovery Practice Management, Inc.
|
|
Healthcare services
|
|
First Lien Term Loan, LIBOR+9.75% cash due 11/4/2018
|
|
|
|
20,568
|
|
|
20,481
|
|
|
20,568
|
|
|||
4281 Katella Avenue, Suite 111
|
|
|
|
First Lien Revolver, LIBOR+6% cash due 11/4/2018
|
|
|
|
600
|
|
|
580
|
|
|
600
|
|
|||
Los Alamitos, CA 90720
|
|
|
|
|
|
|
|
|
|
21,061
|
|
|
21,168
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Milestone Partners IV, LP
|
|
Multi-sector holdings
|
|
0.86% limited partnership interest
|
|
0.9%
|
|
|
|
709
|
|
|
772
|
|
||||
555 East Lancaster Avenue, Suite 500
|
|
|
|
|
|
|
|
|
|
709
|
|
|
772
|
|
||||
Radnor, PA 19087
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Insight Pharmaceuticals LLC
|
|
Pharmaceuticals
|
|
Second Lien Term Loan, LIBOR+11.75% (1.5% floor) cash due 8/25/2017
|
|
|
|
13,517
|
|
|
13,445
|
|
|
13,599
|
|
|||
1170 Wheeler Way, Suite 150
|
|
|
|
|
|
|
|
|
|
13,445
|
|
|
13,599
|
|
||||
Langhorne, PA 19047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
National Spine and Pain Centers, LLC
|
|
Healthcare services
|
|
Subordinated Term Loan, 11% cash 1.6% PIK due 9/27/2017
|
|
|
|
29,382
|
|
|
29,215
|
|
|
29,655
|
|
|||
330 Madison Avenue, 27th Floor
|
|
|
|
317,282.97 Class A Units
|
|
0.6%
|
|
|
|
317
|
|
|
428
|
|
||||
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
29,532
|
|
|
30,083
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
RCPDirect, LP
|
|
Multi-sector holdings
|
|
0.91% limited partnership interest
|
|
0.9%
|
|
|
|
641
|
|
|
559
|
|
||||
100 N. Riverside Plaza Suite 2400
|
|
|
|
|
|
|
|
|
|
641
|
|
|
559
|
|
||||
Chicago, IL 60606
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The MedTech Group, Inc.
|
|
Healthcare equipment
|
|
Senior Term Loan, LIBOR+5.5% (1.25% floor) cash due 9/7/2016
|
|
|
|
12,366
|
|
|
12,303
|
|
|
12,373
|
|
|||
6 Century Road
|
|
|
|
|
|
|
|
|
|
12,303
|
|
|
12,373
|
|
||||
South Plainfield, NJ 07080
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Digi-Star Acquisition Holdings, Inc.
|
|
Industrial machinery
|
|
Subordinated Term Loan, 12% cash 1.5% PIK due 11/18/2017
|
|
|
|
16,509
|
|
|
16,428
|
|
|
16,694
|
|
|||
W5527 State Highway 106
|
|
|
|
264.37 Class A Preferred Units
|
|
|
|
|
|
115
|
|
|
115
|
|
||||
Fort Atkinson, WI 53538
|
|
|
|
2,954.87 Class A Common Units
|
|
1.0%
|
|
|
|
36
|
|
|
359
|
|
||||
|
|
|
|
|
|
|
|
|
|
16,579
|
|
|
17,168
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CPASS Acquisition Company
|
|
Internet software & services
|
|
First Lien Term Loan, LIBOR+9% (1.5% floor) cash 1% PIK due 11/21/2016
|
|
|
|
7,986
|
|
|
7,909
|
|
|
8,058
|
|
|||
130 West Canal Street
|
|
|
|
First Lien Revolver, LIBOR+9% (1.5% floor) cash due 11/21/2016
|
|
|
|
250
|
|
|
239
|
|
|
250
|
|
|||
Winooski, VM 05404
|
|
|
|
|
|
|
|
|
|
8,148
|
|
|
8,308
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Genoa Healthcare Holdings, LLC
|
|
Pharmaceuticals
|
|
Senior Term Loan, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
8,663
|
|
|
8,663
|
|
|
8,663
|
|
|||
18300 Cascade Ave. South
|
|
|
|
Subordinated Term Loan, 12% cash 2% PIK due 6/1/2017
|
|
|
|
13,039
|
|
|
12,961
|
|
|
13,163
|
|
|||
Suite 251
|
|
|
|
Senior Revolver, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Tukwila, WA 98188
|
|
|
|
500,000 Preferred units
|
|
|
|
|
|
261
|
|
|
282
|
|
||||
|
|
|
|
500,000 Class A Common Units
|
|
0.6%
|
|
|
|
25
|
|
|
651
|
|
||||
|
|
|
|
|
|
|
|
|
|
21,910
|
|
|
22,759
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ACON Equity Partners III, LP
|
|
Multi-sector holdings
|
|
0.15% limited partnership interest
|
|
0.2%
|
|
|
|
336
|
|
|
151
|
|
||||
1133 Connecticut Avenue, NW, Suite 700
|
|
|
|
|
|
|
|
|
|
336
|
|
|
151
|
|
||||
Washington, DC 20036
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CRGT, Inc.
|
|
IT consulting & other services
|
|
Subordinated Term Loan, 12.5% cash 3% PIK due 3/9/2018
|
|
|
|
26,947
|
|
|
26,770
|
|
|
27,753
|
|
|||
8150 Leesburg Pike, Suite 405
|
|
|
|
|
|
|
|
|
|
26,770
|
|
|
27,753
|
|
||||
Vienna, VA 22182
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Riverside Fund V, LP
|
|
Multi-sector holdings
|
|
0.48% limited partnership interest
|
|
0.5%
|
|
|
|
418
|
|
|
354
|
|
||||
699 Boylston Street, 8th Floor -- One Exeter Plaza
|
|
|
|
|
|
|
|
|
|
418
|
|
|
354
|
|
||||
Boston, MA 02116
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
World 50, Inc.
|
|
Research & consulting services
|
|
First Lien Term Loan A, LIBOR+6.25% (1.5% floor) cash due 3/30/2017
|
|
|
|
10,537
|
|
|
10,451
|
|
|
10,701
|
|
|||
3525 Piedmont Road, NE
|
|
|
|
First Lien Term Loan B, 12.5% cash due 3/30/2017
|
|
|
|
7,000
|
|
|
6,947
|
|
|
7,111
|
|
|||
Atlanta, GA 30305
|
|
|
|
Senior Revolver, LIBOR+6.25% (1.5% floor) cash due 3/30/2017
|
|
|
|
|
|
(39
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
17,359
|
|
|
17,812
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nixon, Inc.
|
|
Apparel, accessories & luxury goods
|
|
First Lien Term Loan, 8.75% cash 2.75% PIK due 4/16/2018
|
|
|
|
9,242
|
|
|
9,171
|
|
|
9,341
|
|
|||
701 South Coast Highway
|
|
|
|
|
|
|
|
|
|
9,171
|
|
|
9,341
|
|
||||
Encinitas, CA 92024
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
JTC Education, Inc.
|
|
Education services
|
|
Subordinated Term Loan, 13% cash due 11/1/2017
|
|
|
|
14,500
|
|
|
14,420
|
|
|
14,605
|
|
|||
6602 E. 75th Street, Suite 200
|
|
|
|
17,391 Shares of Series A-1 Preferred Stock
|
|
|
|
|
|
313
|
|
|
393
|
|
||||
Indianapolis, IN 46250
|
|
|
|
17,391 Shares of Common Stock
|
|
0.6%
|
|
|
|
187
|
|
|
11
|
|
||||
|
|
|
|
|
|
|
|
|
|
14,920
|
|
|
15,009
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
BMC Acquisition, Inc.
|
|
Diversified financial services
|
|
Senior Term Loan, LIBOR+5.5% (1% floor) cash due 5/1/2017
|
|
|
|
5,220
|
|
|
5,192
|
|
|
5,212
|
|
|||
300 West 6th Street, Suite 2300
|
|
|
|
Senior Revolver, LIBOR+5% (1% floor) cash due 5/1/2017
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||
Austin, TX 78701
|
|
|
|
500 Series A Preferred Shares
|
|
|
|
|
|
499
|
|
|
553
|
|
||||
|
|
|
|
50,000 Common Shares
|
|
0.2%
|
|
|
|
1
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
5,686
|
|
|
5,765
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ansira Partners, Inc.
|
|
Advertising
|
|
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/4/2017
|
|
|
|
10,320
|
|
|
10,261
|
|
|
10,328
|
|
|||
2300 Locust Street
|
|
|
|
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 5/4/2017
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||
St. Louis, Missouri 63103
|
|
|
|
250 Preferred Units & 250 Class A Common Units of Ansira Holdings, LLC
|
|
0.2%
|
|
|
|
250
|
|
|
323
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,505
|
|
|
10,651
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Edmentum, Inc.
|
|
Education services
|
|
Second Lien Term Loan, LIBOR+9.75% (1.5% floor) cash due 5/17/2019
|
|
|
|
17,000
|
|
|
17,000
|
|
|
17,100
|
|
|||
150 S. Saunders Rd., Suite 120
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
17,100
|
|
||||
Lake Forest, IL 60045
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
I Drive Safely, LLC
|
|
Education services
|
|
First Lien Term Loan, LIBOR+8.5% (1.5% floor) cash due 5/25/2017
|
|
|
|
27,000
|
|
|
26,986
|
|
|
27,440
|
|
|||
5770 Armada Dr #200
|
|
|
|
First Lien Revolver, LIBOR+6.5% (1.5% floor) cash due 5/25/2017
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||
Carlsbad, CA 92008
|
|
|
|
75,000 Class A Common Units of IDS Investments, LLC
|
|
1.6%
|
|
|
|
750
|
|
|
946
|
|
||||
|
|
|
|
|
|
|
|
|
|
27,733
|
|
|
28,386
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Yeti Acquisition, LLC
|
|
Leisure products
|
|
First Lien Term Loan A, LIBOR+8% (1.25% floor) cash due 6/15/2017
|
|
|
|
18,100
|
|
|
18,082
|
|
|
18,186
|
|
|||
3411 Hidalgo Street
|
|
|
|
First Lien Term Loan B, LIBOR+11.25% (1.25% floor) cash 1% PIK due 6/15/2017
|
|
|
|
12,000
|
|
|
11,993
|
|
|
12,025
|
|
|||
Austin, TX 78716
|
|
|
|
First Lien Revolver, LIBOR+8% (1.25% floor) cash due 6/15/2017
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||
|
|
|
|
1,500 Common Stock Units of Yeti Holdings, Inc.
|
|
1.4%
|
|
|
|
1,500
|
|
|
3,451
|
|
||||
|
|
|
|
|
|
|
|
|
|
31,569
|
|
|
33,662
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Specialized Education Services, Inc.
|
|
Education services
|
|
Senior Term Loan, LIBOR+5.5% (1.5% floor) cash due 6/28/2017
|
|
|
|
8,891
|
|
|
8,891
|
|
|
8,887
|
|
|||
385 Oxford Valley Road, Suite 408
|
|
|
|
Subordinated Term Loan, 11% cash 1.5% PIK due 6/28/2018
|
|
|
|
17,907
|
|
|
17,907
|
|
|
17,949
|
|
|||
Yardley, PA 19067
|
|
|
|
|
|
|
|
|
|
26,798
|
|
|
26,836
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PC Helps Support, LLC
|
|
IT consulting & other services
|
|
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
|
|
|
|
18,876
|
|
|
18,876
|
|
|
19,046
|
|
|||
One Bala Plaza, Suite 434
|
|
|
|
675 Series A Preferred Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
675
|
|
|
515
|
|
||||
Bala Cynwyd, PA 19004
|
|
|
|
7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
|
|
1.5%
|
|
|
|
75
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
19,626
|
|
|
19,561
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Olson + Co., Inc.
|
|
Advertising
|
|
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
13,853
|
|
|
13,853
|
|
|
13,854
|
|
|||
420 North Fifth Street, Suite 1000
|
|
|
|
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Minneapolis, MN 55401
|
|
|
|
|
|
|
|
|
|
13,853
|
|
|
13,854
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beecken Petty O’Keefe Fund IV, L.P.
|
|
Multi-sector holdings
|
|
0.5% limited partnership interest
|
|
0.5%
|
|
|
|
211
|
|
|
211
|
|
||||
131 South Dearborn, Suite 2800
|
|
|
|
|
|
|
|
|
|
211
|
|
|
211
|
|
||||
Chicago, IL 60603
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deltek, Inc.
|
|
IT consulting & other services
|
|
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 10/10/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,371
|
|
|||
5022 Gate Parkway, Suite 200
|
|
|
|
First Lien Revolver, LIBOR+4.75% (1.25% floor) cash due 10/10/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Jacksonville, FL 32256
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
25,371
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First American Payment Systems, LP
|
|
Diversified support services
|
|
Second Lien Term Loan, LIBOR+9.5% (1.25% floor) cash due 4/12/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,178
|
|
|||
201 Main St Ste 1000
|
|
|
|
First Lien Revolver, LIBOR+4.5% (1.25% floor) cash due 10/12/2017
|
|
|
|
233
|
|
|
233
|
|
|
233
|
|
|||
Fort Worth, TX 76102
|
|
|
|
|
|
|
|
|
|
25,233
|
|
|
25,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dexter Axle Company
|
|
Auto parts & equipment
|
|
Subordinated Term Loan, 11.25% cash 2% PIK due 11/1/2019
|
|
|
|
30,717
|
|
|
30,717
|
|
|
31,073
|
|
|||
2900 Industrial Parkway East
|
|
|
|
1,500 Common Shares in Dexter Axle Holding Company
|
|
1.1%
|
|
|
|
1,500
|
|
|
1,809
|
|
||||
Elkhart, IN 46516
|
|
|
|
|
|
|
|
|
|
32,217
|
|
|
32,882
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SumTotal Systems, LLC
|
|
Internet software & services
|
|
Second Lien Term Loan, LIBOR+9% (1.25% floor) cash due 5/16/2019
|
|
|
|
20,000
|
|
|
20,000
|
|
|
20,002
|
|
|||
2850 NW 43rd Street, Suite 150
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
20,002
|
|
||||
Gainesville, FL 32606
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive Pharmacy Services, LLC
|
|
Pharmaceuticals
|
|
Subordinated Term Loan, 11.25% cash 1.5% PIK due 11/30/2019
|
|
|
|
14,201
|
|
|
14,201
|
|
|
14,572
|
|
|||
6409 Quail Hollow Rd.
|
|
|
|
20,000 Common Shares in MCP CPS Group Holdings, Inc.
|
|
2.4%
|
|
|
|
2,000
|
|
|
2,319
|
|
||||
Memphis, TN 38120
|
|
|
|
|
|
|
|
|
|
16,201
|
|
|
16,891
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reliance Communications, LLC
|
|
Internet software & services
|
|
First Lien Term Loan A, LIBOR+7% (1% floor) cash due 12/18/2017
|
|
|
|
21,477
|
|
|
21,450
|
|
|
21,562
|
|
|||
718 University Avenue, Suite 200
|
|
|
|
First Lien Term Loan B, LIBOR+11.5% (1% floor) cash due 12/18/2017
|
|
|
|
11,333
|
|
|
11,320
|
|
|
11,379
|
|
|||
Los Gatos, CA 95032
|
|
|
|
First Lien Revolver, LIBOR+7% (1% floor) cash due 12/18/2017
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
32,764
|
|
|
32,941
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Garretson Firm Resolution Group, Inc.
|
|
Diversified support services
|
|
First Lien Term Loan, LIBOR+5% (1.25% floor) cash due 12/20/2018
|
|
|
|
7,124
|
|
|
7,124
|
|
|
7,163
|
|
|||
2115 Rexford Road
|
|
|
|
Subordinated Term Loan, 11% cash 1.5% PIK due 6/20/2019
|
|
|
|
5,038
|
|
|
5,038
|
|
|
5,063
|
|
|||
Charlotte, NC 28211
|
|
|
|
First Lien Revolver, LIBOR+5% (1.25% floor) cash due 12/20/2017
|
|
|
|
713
|
|
|
712
|
|
|
713
|
|
|||
|
|
|
|
4,950,000 Preferred Units in GRG Holdings, LP
|
|
|
|
|
|
495
|
|
|
378
|
|
||||
|
|
|
|
50,000 Common Units in GRG Holdings, LP
|
|
0.3%
|
|
|
|
5
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,374
|
|
|
13,317
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Teaching Strategies, LLC
|
|
Education services
|
|
First Lien Term Loan A, LIBOR+6% (1.25% floor) cash due 12/21/2017
|
|
|
|
59,850
|
|
|
59,822
|
|
|
60,346
|
|
|||
7101 Wisconsin Avenue
|
|
|
|
First Lien Term Loan B, LIBOR+8.35% (1.25% floor) cash 3.15% PIK due 12/21/2017
|
|
|
|
27,902
|
|
|
27,889
|
|
|
28,019
|
|
|||
Bethesda, MD 20814
|
|
|
|
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 12/21/2017
|
|
|
|
1,000
|
|
|
996
|
|
|
1,000
|
|
|||
|
|
|
|
|
|
|
|
|
|
88,707
|
|
|
89,365
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Omniplex World Services Corporation
|
|
Security & alarm services
|
|
Subordinated Term Loan, 12.25% cash 1.25% PIK due 12/21/2018
|
|
|
|
12,664
|
|
|
12,664
|
|
|
12,652
|
|
|||
14151 Park Meadow Drive
|
|
|
|
500 Class A Common Units in Omniplex Holdings Corp.
|
|
1.1%
|
|
|
|
500
|
|
|
542
|
|
||||
Chantilly, VA 20151
|
|
|
|
|
|
|
|
|
|
13,164
|
|
|
13,194
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dominion Diagnostics, LLC
|
|
Healthcare services
|
|
Subordinated Term Loan, 11% cash 2% PIK due 12/21/2018
|
|
|
|
15,827
|
|
|
15,827
|
|
|
16,073
|
|
|||
211 Circuit Drive
|
|
|
|
|
|
|
|
|
|
15,827
|
|
|
16,073
|
|
||||
North Kingston, RI 02852
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Affordable Care, Inc.
|
|
Healthcare services
|
|
Second Lien Term Loan, LIBOR+9.25% (1.25% floor) cash due 12/26/2019
|
|
|
|
21,500
|
|
|
21,500
|
|
|
21,920
|
|
|||
5430 Wade Park Blvd #408
|
|
|
|
|
|
|
|
|
|
21,500
|
|
|
21,920
|
|
||||
Raleigh, NC 27607
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aderant North America, Inc.
|
|
Internet software & services
|
|
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 6/20/2019
|
|
|
|
7,000
|
|
|
7,000
|
|
|
7,047
|
|
|||
500 Northridge Road, Suite 800
|
|
|
|
|
|
|
|
|
|
7,000
|
|
|
7,047
|
|
||||
Atlanta, GA 30350
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
AdVenture Interactive, Corp.
|
|
Advertising
|
|
First Lien Term Loan, LIBOR+6.75% (1.25% floor) cash due 3/22/2018
|
|
|
|
91,989
|
|
|
91,981
|
|
|
92,068
|
|
|||
15500 W. 113th Street, Suite 200
|
|
|
|
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 3/22/2018
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Lenexa, KS 66219
|
|
|
|
2,000 Preferred Units of AVI Holdings, L.P.
|
|
|
|
|
|
2,000
|
|
|
1,271
|
|
||||
|
|
|
|
|
|
|
|
|
|
93,981
|
|
|
93,339
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CoAdvantage Corporation
|
|
Human resources & employment services
|
|
Subordinated Term Loan, 11.5% cash 1.25% PIK due 12/31/2018
|
|
|
|
10,126
|
|
|
10,126
|
|
|
10,329
|
|
111 West Jefferson Street
|
|
|
|
50,000 Class A Units in CIP CoAdvantage Investments LLC
|
|
1.2%
|
|
|
|
500
|
|
|
388
|
|
||||
Orlando, FL 32801
|
|
|
|
|
|
|
|
|
|
10,626
|
|
|
10,717
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EducationDynamics, LLC
|
|
Education services
|
|
Subordinated Term Loan, 12% cash 6% PIK due 1/16/2017
|
|
|
|
11,232
|
|
|
11,232
|
|
|
11,196
|
|
|||
5 Marine View Plaza, Suite 212
|
|
|
|
|
|
|
|
|
|
11,232
|
|
|
11,196
|
|
||||
Hoboken, NJ 07030
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vestcom International, Inc.
|
|
Data processing & outsourced services
|
|
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 12/26/2018
|
|
|
|
9,925
|
|
|
9,925
|
|
|
9,956
|
|
|||
7302 Kanis Rd
|
|
|
|
|
|
|
|
|
|
9,925
|
|
|
9,956
|
|
||||
Little Rock, AR 72204
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sterling Capital Partners IV, L.P.
|
|
Multi-sector holdings
|
|
0.20% limited partnership interest
|
|
0.2%
|
|
|
|
460
|
|
|
501
|
|
||||
650 South Exeter Street, Suite 1000
|
|
|
|
|
|
|
|
|
|
460
|
|
|
501
|
|
||||
Baltimore, MD 21202
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Devicor Medical Products, Inc.
|
|
Healthcare equipment
|
|
First Lien Term Loan, LIBOR+5% (2% floor) cash due 7/8/2015
|
|
|
|
9,429
|
|
|
9,429
|
|
|
9,427
|
|
|||
300 E Business Way
|
|
|
|
|
|
|
|
|
|
9,429
|
|
|
9,427
|
|
||||
Cincinnati, OH 45241
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
RP Crown Parent, LLC
|
|
Application software
|
|
First Lien Revolver, LIBOR+5.5% (1.25% floor) cash due 12/21/2017
|
|
|
|
|
|
(583
|
)
|
|
—
|
|
||||
3905 Brookside Pkwy
|
|
|
|
|
|
|
|
|
|
(583
|
)
|
|
—
|
|
||||
Alpharetta, GA 30004
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Advanced Pain Management Holdings, Inc.
|
|
Healthcare services
|
|
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018
|
|
|
|
24,000
|
|
|
24,000
|
|
|
24,412
|
|
|||
4131 W. Loomis Road, Suite 300
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
24,412
|
|
||||
Greenfield, WI 53221
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rocket Software, Inc.
|
|
Internet software & services
|
|
Second Lien Term Loan, LIBOR+8.75% (1.5% floor) cash due 2/8/2019
|
|
|
|
10,475
|
|
|
10,437
|
|
|
10,551
|
|
|||
77 Fourth Avenue
|
|
|
|
|
|
|
|
|
|
10,437
|
|
|
10,551
|
|
||||
Waltham, MA 02451
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TravelClick, Inc.
|
|
Internet software & services
|
|
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 3/26/2018
|
|
|
|
15,000
|
|
|
15,000
|
|
|
15,069
|
|
|||
7 Times Sq # 3802
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
15,069
|
|
||||
New York, NY 10036
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ISG Services, LLC
|
|
Diversified support services
|
|
First Lien Term Loan, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
94,416
|
|
|
94,404
|
|
|
94,829
|
|
|||
20 Waterside Drive
|
|
|
|
First Lien Revolver, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
4,000
|
|
|
3,999
|
|
|
4,000
|
|
|||
Farmington, CT 06032
|
|
|
|
|
|
|
|
|
|
98,403
|
|
|
98,829
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Joerns Healthcare, LLC
|
|
Healthcare services
|
|
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 9/28/2018
|
|
|
|
20,000
|
|
|
20,000
|
|
|
19,846
|
|
|||
2430 Whitehall Park Drive, Suite 100
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
19,846
|
|
||||
Charlotte, NC 28273
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pingora MSR Opportunity Fund I, LP
|
|
Thrift & mortgage finance
|
|
1.90% limited partnership interest
|
|
1.9%
|
|
|
|
208
|
|
|
127
|
|
||||
1755 Blake Street, Suite 200
|
|
|
|
|
|
|
|
|
|
208
|
|
|
127
|
|
||||
Denver, CO 80202
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chicago Growth Partners III, LP
|
|
Multi-sector holdings
|
|
0.50% limited partnership interest
|
|
0.5%
|
|
|
|
—
|
|
|
—
|
|
||||
303 West Madison Street, Suite 2500
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Chicago, IL 60606
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Credit Infonet, Inc.
|
|
Data processing & outsourced services
|
|
Subordinated Term Loan, 12.25% cash due 10/26/2018
|
|
|
|
13,250
|
|
|
13,250
|
|
|
13,583
|
|
|||
4540 Honeywell Court
|
|
|
|
|
|
|
|
|
|
13,250
|
|
|
13,583
|
|
||||
Dayton, OH 45424
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
H.D. Vest, Inc.
|
|
Specialized finance
|
|
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 6/18/2019
|
|
|
|
8,750
|
|
|
8,750
|
|
|
8,813
|
|
|||
6333 North State Highway 161, Fourth Floor,
|
|
|
|
|
|
|
|
|
|
8,750
|
|
|
8,813
|
|
||||
Irving, Texas 75038
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2Checkout.com, Inc.
|
|
Diversified support services
|
|
First Lien Revolver, LIBOR+5% cash due 6/26/2016
|
|
|
|
1,650
|
|
|
1,648
|
|
|
1,650
|
|
|||
855 Grandview Avenue, Suite 110
|
|
|
|
|
|
|
|
|
|
1,648
|
|
|
1,650
|
|
||||
Columbus, OH 43215
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Meritas Schools Holdings, LLC
|
|
Education services
|
|
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 6/25/2019
|
|
|
|
9,943
|
|
|
9,943
|
|
|
10,035
|
|
|||
630 Dundee Rd. Suite 400
|
|
|
|
|
|
|
|
|
|
9,943
|
|
|
10,035
|
|
||||
Northbrook, IL 60062
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Personable Holdings, Inc.
|
|
Other diversified financial services
|
|
First Lien Term Loan, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
10,969
|
|
|
10,969
|
|
|
10,980
|
|
|||
350 10th Avenue Suite 1450
|
|
|
|
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
San Diego, CA 92101
|
|
|
|
|
|
|
|
|
|
10,969
|
|
|
10,980
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ikaria Acquisition, Inc.
|
|
Healthcare services
|
|
First Lien Term Loan B, LIBOR+6% (1.25% floor) cash due 7/3/2018
|
|
|
|
9,750
|
|
|
9,750
|
|
|
9,751
|
|
|||
53 Frontage Road, Third Floor
|
|
|
|
Second Lien Term Loan, LIBOR+9.75% (1.25% floor) cash due 7/3/2019
|
|
|
|
8,000
|
|
|
8,000
|
|
|
7,983
|
|
|||
Hampton, NJ 08827-9001
|
|
|
|
|
|
|
|
|
|
17,750
|
|
|
17,734
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Royal Adhesives and Sealants, LLC
|
|
Specialty chemicals
|
|
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 1/31/2019
|
|
|
|
13,500
|
|
|
13,500
|
|
|
13,498
|
|
|||
2001 West Washington Street
|
|
|
|
|
|
|
|
|
|
13,500
|
|
|
13,498
|
|
||||
South Bend, IN 46628
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bracket Holding Corp.
|
|
Healthcare services
|
|
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 2/15/2020
|
|
|
|
32,000
|
|
|
32,000
|
|
|
32,003
|
|
|||
575 E Swedesford Road, Suite 200
|
|
|
|
50,000 Common Units in AB Group Holdings, LP
|
|
0.7%
|
|
|
|
500
|
|
|
458
|
|
||||
Wayne, PA 19087
|
|
|
|
|
|
|
|
|
|
32,500
|
|
|
32,461
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Salus CLO 2012-1, Ltd.
|
|
Asset management & custody banks
|
|
Class F Deferrable Notes - A, LIBOR+11.5% cash due 3/5/2021
|
|
|
|
7,500
|
|
|
7,500
|
|
|
7,500
|
|
|||
197 First Avenue, Suite 250
|
|
|
|
Class F Deferrable Notes - B, LIBOR+10.85% cash due 3/5/2021
|
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|||
Needham Heights, MA 02494-2816
|
|
|
|
|
|
|
|
|
|
29,500
|
|
|
29,500
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
HealthEdge Software, Inc.
|
|
Application software
|
|
Second Lien Term Loan, 12% cash due 9/30/2018
|
|
|
|
12,500
|
|
|
12,500
|
|
|
12,509
|
|
|||
3 Van de Graaff Drive
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
12,509
|
|
||||
Burlington, MA 01803
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
InMotion Entertainment Group, LLC
|
|
Consumer electronics
|
|
First Lien Term Loan, LIBOR+7.75% (1.25% floor) cash due 10/1/2018
|
|
|
|
33,700
|
|
|
33,674
|
|
|
33,700
|
|
|||
4801 Executive Park Court, Suite 100
|
|
|
|
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 10/1/2018
|
|
|
|
1,703
|
|
|
1,697
|
|
|
1,703
|
|
|||
Jacksonville, FL 32216
|
|
|
|
CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018
|
|
|
|
385
|
|
|
379
|
|
|
385
|
|
|||
|
|
|
|
1,000,000 Class A Units in InMotion Entertainment Holdings, LLC
|
|
2.9%
|
|
|
|
1,000
|
|
|
1,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
36,750
|
|
|
36,788
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BMC Software Finance, Inc.
|
|
Application software
|
|
First Lien Revolver, LIBOR+4% (1% floor) cash due 9/10/2018
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
2101 CityWest Boulevard
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Houston, TX 77042
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CT Technologies Intermediate Holdings, Inc.
|
|
Healthcare services
|
|
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 10/4/2020
|
|
|
|
12,000
|
|
|
12,000
|
|
|
12,000
|
|
|||
925 North Point Parkway, Suite 350
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
12,000
|
|
||||
Alpharetta, GA 30005
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Thing5, LLC
|
|
Data processing & outsourced services
|
|
First Lien Term Loan, LIBOR+7% (1% floor) cash due 10/11/2018
|
|
|
|
45,000
|
|
|
44,967
|
|
|
45,000
|
|
|||
1000 West Columbus Avenue
|
|
|
|
First Lien Revolver, LIBOR+7% (1% floor) cash due 10/11/2018
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
||||
Springfield, MA 01106
|
|
|
|
2,000,000 Common Units in T5 Investment Vehicle, LLC
|
|
6.1%
|
|
|
|
2,000
|
|
|
2,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
46,963
|
|
|
47,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Epic Health Services, Inc.
|
|
Healthcare services
|
|
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 10/16/2019
|
|
|
|
30,000
|
|
|
30,000
|
|
|
30,000
|
|
|||
5220 Spring Valley Road, Suite 400
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
30,000
|
|
||||
Dallas, TX 75254
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kason Corporation
|
|
Industrial machinery
|
|
Subordinated Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
|
|
|
|
5,620
|
|
|
5,620
|
|
|
5,620
|
|
|||
67 East Willow Street
|
|
|
|
450 Class A Preferred Units in Kason Investment, LLC
|
|
|
|
|
|
450
|
|
|
450
|
|
||||
Millburn, NJ 07041
|
|
|
|
5,000 Class A Common Units in Kason Investment, LLC
|
|
2.6%
|
|
|
|
50
|
|
|
50
|
|
||||
|
|
|
|
|
|
|
|
|
|
6,120
|
|
|
6,120
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
First Choice ER, LLC
|
|
Healthcare services
|
|
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 10/31/2018
|
|
|
|
75,000
|
|
|
74,978
|
|
|
75,000
|
|
|||
2941 South Lake Vista, Suite 200
|
|
|
|
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/31/2018
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||
Lewisville, TX 75067
|
|
|
|
First Lien Delayed Draw Term Loan, LIBOR+7.5% (1% floor) cash due 4/30/2015
|
|
|
|
|
|
(50
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
74,925
|
|
|
75,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SPC Partners V, LP
|
|
Multi-sector holdings
|
|
0.4% limited partnership interest
|
|
0.4%
|
|
|
|
277
|
|
|
277
|
|
||||
100 Spear Street, Suite 1900
|
|
|
|
|
|
|
|
|
|
277
|
|
|
277
|
|
||||
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Systems Maintenance Services Holdings, Inc.
|
|
IT consulting & other services
|
|
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/18/2020
|
|
|
|
24,000
|
|
|
24,000
|
|
|
24,000
|
|
|||
10420 Harris Oaks Boulevard, Suite C
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
24,000
|
|
||||
Charlotte, NC 28269
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vandelay Industries Merger Sub, Inc.
|
|
Industrial machinery
|
|
Second Lien Term Loan, 10.75% cash 1% PIK due 11/12/2019
|
|
|
|
32,044
|
|
|
32,044
|
|
|
32,044
|
|
|||
427 New Sanford Road
|
|
|
|
2,500,000 Class A Common Units in Vandelay Industries, LP
|
|
3.2%
|
|
|
|
2,500
|
|
|
2,500
|
|
||||
LaVergne, TN 37086
|
|
|
|
|
|
|
|
|
|
34,544
|
|
|
34,544
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vitera Healthcare Solutions, LLC
|
|
Healthcare technology
|
|
First Lien Term Loan, LIBOR+5% (1% floor) cash due 11/4/2020
|
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|||
4301 West Boy Scout Boulevard, Suite 800
|
|
|
|
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021
|
|
|
|
8,000
|
|
|
8,000
|
|
|
8,000
|
|
|||
Tampa, FL 33607
|
|
|
|
|
|
|
|
|
|
13,000
|
|
|
13,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Renaissance Learning, Inc.
|
|
Education services
|
|
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 5/13/2021
|
|
|
|
16,000
|
|
|
16,000
|
|
|
16,000
|
|
|||
2911 Peach Street
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
16,000
|
|
||||
Wisconsin Rapids, WI 54494
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SugarSync, Inc.
|
|
Internet software & services
|
|
First Lien Term Loan, LIBOR+10% (0.5% floor) cash due 11/18/2016
|
|
|
|
6,500
|
|
|
6,500
|
|
|
6,500
|
|
|||
1810 Gateway Drive, #200
|
|
|
|
|
|
|
|
|
|
6,500
|
|
|
6,500
|
|
||||
San Mateo, CA 94404
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Active Network, Inc.
|
|
Internet software & services
|
|
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 11/15/2021
|
|
|
|
13,600
|
|
|
13,600
|
|
|
13,600
|
|
|||
10182 Telesis Court, Suite 100
|
|
|
|
|
|
|
|
|
|
13,600
|
|
|
13,600
|
|
||||
San Diego, CA 92121
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
OmniSYS Acquisition Corporation
|
|
Diversified support services
|
|
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 11/21/2018
|
|
|
|
21,000
|
|
|
20,962
|
|
|
21,000
|
|
|||
15950 Dallas Parkway, Suite 350
|
|
|
|
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 11/21/2018
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
||||
Dallas, TX 75248
|
|
|
|
100,000 Common Units in OSYS Holdings, LLC
|
|
1.2%
|
|
|
|
1,000
|
|
|
1,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
21,958
|
|
|
22,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Med-Data, Incorporated
|
|
Diversified support services
|
|
First Lien Term Loan, LIBOR+7.25% (1% floor) cash due 11/22/2018
|
|
|
|
55,000
|
|
|
54,962
|
|
|
55,000
|
|
|||
6880 West Snowville Road, Suite 210
|
|
|
|
First Lien Revolver, LIBOR+7.25% (1% floor) cash due 11/22/2018
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
||||
Brecksville, OH 44141
|
|
|
|
|
|
|
|
|
|
54,958
|
|
|
55,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
All Web Leads, Inc.
|
|
Advertising
|
|
First Lien Term Loan, LIBOR+8% (1% floor) cash due 11/26/2018
|
|
|
|
50,750
|
|
|
50,713
|
|
|
50,750
|
|
|||
7300 FM 2222, Building 2, Suite 100
|
|
|
|
First Lien Revolver, LIBOR+8% (1% floor) cash due 11/26/2018
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
||||
Austin, TX 78730
|
|
|
|
|
|
|
|
|
|
50,708
|
|
|
50,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Moelis Capital Partners Opportunity Fund I-B, LP
|
|
Multi-sector holdings
|
|
1.0% limited partnership interest
|
|
1.0%
|
|
|
|
—
|
|
|
—
|
|
||||
399 Park Avenue, 5th Floor
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Aden & Anais Merger Sub, Inc.
|
|
Apparel, accessories & luxury goods
|
|
Subordinated Term Loan, 10% cash 2% PIK due 6/23/2019
|
|
|
|
12,006
|
|
|
12,006
|
|
|
12,006
|
|
|||
55 Washington Street, Suite 702
|
|
|
|
30,000 Common Units in Aden & Anais Holdings, Inc.
|
|
8.1%
|
|
|
|
3,000
|
|
|
3,000
|
|
||||
Brooklyn, NY 11201
|
|
|
|
|
|
|
|
|
|
15,006
|
|
|
15,006
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lift Brands, Inc.
|
|
Leisure facilities
|
|
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 12/23/2019
|
|
|
|
80,000
|
|
|
79,926
|
|
|
80,000
|
|
|||
2411 Galpin Gourt, #110
|
|
|
|
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 12/23/2019
|
|
|
|
|
|
(18
|
)
|
|
—
|
|
||||
Chanhassen, MN 55317
|
|
|
|
2,000,000 Class A Common Units in Snap Investments, LLC
|
|
3.5%
|
|
|
|
2,000
|
|
|
2,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
81,908
|
|
|
82,000
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tailwind Capital Partners II, LP
|
|
Multi-sector holdings
|
|
0.3% limited partnership interest
|
|
0.3%
|
|
|
|
—
|
|
|
—
|
|
||||
485 Lexington Avenue
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Portfolio Investments
|
|
|
|
|
|
|
|
|
|
2,349,035
|
|
|
2,376,712
|
|
Name
|
Age
|
Director Since
|
Expiration of Term
|
Independent Directors
|
|
|
|
Brian S. Dunn
|
42
|
2007
|
2014
|
Richard P. Dutkiewicz
|
58
|
2010
|
2016
|
Byron J. Haney
|
53
|
2007
|
2014
|
|
|
|
|
Frank C. Meyer
|
70
|
2007
|
2016
|
Douglas F. Ray
|
46
|
2007
|
2016
|
|
|
|
|
Interested Directors
|
|
|
|
Leonard M. Tannenbaum
|
42
|
2007
|
2015
|
Bernard D. Berman
|
43
|
2009
|
2015
|
Ivelin M. Dimitrov
|
35
|
2013
|
2014
|
Name
|
Age
|
Position(s) Held
|
Leonard M. Tannenbaum
|
42
|
Chief Executive Officer
|
Bernard D. Berman
|
43
|
President and Secretary
|
Ivelin M. Dimitrov
|
35
|
Chief Investment Officer
|
Alexander C. Frank
|
55
|
Chief Financial Officer
|
David H. Harrison
|
40
|
Chief Compliance Officer
|
•
|
the appropriate size and composition of our Board;
|
•
|
our needs with respect to the particular talents and experience of our directors;
|
•
|
the knowledge, skills and experience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of our Board;
|
•
|
the capacity and desire to serve as a member of our Board of Directors and to represent the balanced, best interests of our stockholders as a whole;
|
•
|
experience with accounting rules and practices; and
|
•
|
the desire to balance the considerable benefit of continuity with the periodic addition of the fresh perspective provided by new members.
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash(1)(2)
|
|
Total
|
||
Interested Directors
|
|
|
|
|
|
|
Bernard D. Berman
|
|
|
—
|
|
|
—
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Leonard M. Tannenbaum
|
|
|
—
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|
|
—
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Ivelin M. Dimitrov
|
|
|
—
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|
|
—
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Name
|
|
Fees Earned or
Paid in Cash(1)(2)
|
|
Total
|
Independent Directors
|
|
|
|
|
Brian S. Dunn
|
|
$122,500
|
|
$122,500
|
Richard P. Dutkiewicz
|
|
$124,000
|
|
$124,000
|
Byron J. Haney
|
|
$114,000
|
|
$114,000
|
Frank C. Meyer
|
|
$104,000
|
|
$104,000
|
Douglas F. Ray
|
|
$111,000
|
|
$111,000
|
(1)
|
For a discussion of the independent directors’ compensation, see below.
|
(2)
|
We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.
|
(1)
|
Gross assets are calculated as of September 30, 2013, and are rounded to the nearest million.
|
(2)
|
Gross assets are calculated as of December 31, 2013, and are rounded to the nearest million.
|
(3)
|
The equity investors of FS Partners Fund primarily include individuals that are affiliated with us and our investment adviser.
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(4)
|
FSMP II is no longer making investments other than follow-on investments in existing portfolio companies.
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•
|
Juan E. Alva.
Mr. Alva is a partner of our investment adviser. Mr. Alva joined our investment adviser in January 2007 and is responsible for deal origination in the Western United States. From March 1993 to January 2000, he worked at Goldman, Sachs & Co., in its investment banking division, focusing on mergers & acquisitions and corporate finance transactions. Mr. Alva was also chief financial officer of ClickServices.com, Inc., a software company, from 2000 to 2002, and most recently, from 2003 to 2006 he was a senior investment banker at Trinity Capital LLC, a boutique investment bank focused on small-cap transactions. Mr. Alva graduated from the University of Pennsylvania with a B.S. from the Wharton School and a B.S.E. from the School of Engineering and Applied Science.
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•
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Sunny K. Khorana
. Mr. Khorana is a partner of our investment adviser. Mr. Khorana joined our investment adviser in October 2010 and is responsible for deal origination in the Central region of the United States. From 2006 to 2009, he worked at CIT Group, in its Sponsor Finance Group, where he was responsible for originating and structuring debt financing opportunities for middle market private equity firms. From 1999 to 2005, Mr. Khorana worked at JP Morgan Securities, primarily in the Financial Sponsor Group, where he focused on debt, equity and advisory assignments for
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•
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Casey J. Zmijeski.
Mr. Zmijeski has been a partner of our investment adviser since June 2010. Mr. Zmijeski is responsible for developing private equity sponsor relationships and originating loans in the Eastern Region of the United States. Mr. Zmijeski joined our investment adviser in September 2009 after spending nearly four years at Churchill Financial in New York where he was responsible for originating and structuring debt financing opportunities for middle market private equity firms from 2006 to 2009. Mr. Zmijeski held similar responsibilities with CapitalSource in New York from 2003 to 2006. From 1999 to 2003, Mr. Zmijeski worked at Heller Financial and GE Capital in their middle market leveraged finance groups. Prior to this time, Mr. Zmijeski spent over seven years with ING as a member of their Merchant Banking Group and Corporate Finance Advisory Group. Mr. Zmijeski graduated from Emory University with an M.B.A. in Finance and has an A.B. in Anthropology from Duke University.
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•
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Frederick D. Buffone
. Mr. Buffone joined our investment adviser in August 2013 as a managing director responsible for capital markets transactions and syndications. Mr. Buffone joined our investment adviser after spending the prior three and a half years at TD Securities (USA) in New York where he was responsible for structuring, pricing and syndicating senior and junior leverage loan products and working with the sales desk in assisting with secondary trading of par loans. Mr. Buffone held similar responsibilities with Jefferies & Company from 2004 to 2009 and with CIBC World Markets from 2000 to 2004. Mr. Buffone graduated from Drexel University with a B.S. in Commerce & Engineering.
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Name of Portfolio Manager
|
|
Dollar Range of Equity Securities in Fifth Street(1)(2)(3)
|
Leonard M. Tannenbaum
|
|
Over $1,000,000
|
Bernard D. Berman
|
|
$100,001 — $500,000
|
Ivelin M. Dimitrov
|
|
$100,001 — $500,000
|
Juan E. Alva
|
|
$100,001 — $500,000
|
Sunny K. Khorana
|
|
$1 — $10,000
|
Casey J. Zmijeski
|
|
$100,001 — $500,000
|
Alexander C. Frank
|
|
$100,001 — $500,000
|
Frederick D. Buffone
|
|
$10,001 — $50,000
|
(1)
|
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
|
(2)
|
The dollar range of equity securities beneficially owned is based on the closing price of our common stock on January 10, 2014.
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(3)
|
The dollar range of equity securities beneficially owned are: none, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, $100,001 — $500,000, $500,001 — $1,000,000, or over $1,000,000.
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•
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determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
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•
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determines what securities we purchase, retain or sell;
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•
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identifies, evaluates and negotiates the structure of the investments we make; and
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•
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executes, monitors and services the investments we make.
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•
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no incentive fee is payable to the investment adviser in any quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the “preferred return” or “hurdle”);
|
•
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100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any quarter (10%
|
•
|
20% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any quarter (10% annualized) is payable to the investment adviser once the hurdle is reached and the catch-up is achieved.
|
Incentive fee
|
|
=
|
|
100% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4)
|
|
|
=
|
|
100% × (2.2% – 2%)
|
|
|
=
|
|
0.2%
|
Catch up
|
|
=
|
|
2.5% – 2%
|
|
|
=
|
|
0.5%
|
Incentive fee
|
|
=
|
|
(100% × 0.5%) + (20% × (2.8% – 2.5%))
|
|
|
=
|
|
0.5% + (20% × 0.3%)
|
|
|
=
|
|
0.5% + 0.06%
|
|
|
=
|
|
0.56%
|
(1)
|
Represents 8% annualized hurdle rate.
|
(2)
|
Represents 2% annualized base management fee.
|
(3)
|
Excludes organizational and offering expenses.
|
(4)
|
The “catch-up” provision is intended to provide our investment adviser with an incentive fee of 20% on all Pre- Incentive Fee Net Investment Income as if a hurdle rate did not apply when our net investment income exceeds 2.5% in any fiscal quarter.
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*
|
The hypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in this example.
|
(1)
|
As illustrated in Year 3 of Scenario 1 above, if we were to be wound up on a date other than our fiscal year end of any year, we may have paid aggregate capital gains incentive fees that are more than the amount of such fees that would be payable if we had been wound up on our fiscal year end of such year.
|
(2)
|
As noted above, it is possible that the cumulative aggregate capital gains fee received by our investment adviser ($6.4 million) is effectively greater than $5 million (20% of cumulative aggregate realized capital gains less net realized capital losses or net unrealized depreciation ($25 million)).
|
•
|
expenses of offering our debt and equity securities;
|
•
|
the investigation and monitoring of our investments by our investment adviser's personnel, including expenses and travel fees incurred in connection with due diligence and on-site visits;
|
•
|
the cost of calculating our net asset value;
|
•
|
the cost of effecting sales and repurchases of shares of our common stock and other securities;
|
•
|
management and incentive fees payable pursuant to the investment advisory agreement;
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•
|
fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms);
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•
|
transfer agent, trustee and custodial fees;
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•
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interest payments and other costs related to our borrowings;
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•
|
fees and expenses associated with our website, public relations and marketing efforts (including attendance at industry and investor conferences and similar events);
|
•
|
federal and state registration fees;
|
•
|
any exchange listing fees;
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•
|
federal, state and local taxes;
|
•
|
independent directors’ fees and expenses, including travel expenses and other costs of meetings of the Board of Directors and its committees;
|
•
|
brokerage commissions;
|
•
|
costs of preparing and mailing proxy statements, stockholders’ reports and notices;
|
•
|
costs of preparing government filings, including periodic and current reports with the SEC;
|
•
|
fidelity bond, liability insurance and other insurance premiums; and
|
•
|
printing, mailing, independent accountants and outside legal costs and all other direct expenses incurred by either our administrator or us in connection with administering our business, including payments under the administration agreement that will be based upon our allocable portion of overhead and other expenses incurred by FSC CT, Inc. in performing its obligations under the administration agreement and the compensation of our chief financial officer and chief compliance officer, and their staffs.
|
•
|
the nature, quality and extent of the advisory and other services to be provided to us by Fifth Street Management LLC;
|
•
|
the fee structures of comparable externally managed business development companies that engage in similar investing activities;
|
•
|
our projected operating expenses and expense ratio, which includes expenses allocated to the Company under the Investment Advisory Agreement (including travel expenses incurred by our investment adviser’s investment personnel in connection with investigating and monitoring our investments, such as investment due diligence), compared to business development companies with similar investment objectives;
|
•
|
any existing and potential sources of indirect income to Fifth Street Management LLC from its relationship with us and the profitability of that relationship, including through the investment advisory agreement;
|
•
|
information about the services to be performed and the personnel performing such services under the investment advisory agreement;
|
•
|
the organizational capability and financial condition of Fifth Street Management LLC and its affiliates; and
|
•
|
various other matters.
|
Name
|
Number of Shares
Owned
Beneficially
|
Percentage of Common
Stock Outstanding
|
||
|
FSC
|
FSFR
|
FSC
|
FSFR
|
Interested Directors:
|
|
|
|
|
Leonard M. Tannenbaum
|
2,005,406 (1)
|
195,516
|
1.44%
|
2.93%
|
Bernard D. Berman (2)
|
21,968
|
3,000
|
*
|
*
|
Ivelin M. Dimitrov
|
23,235
|
-
|
*
|
-
|
|
|
|
|
|
Independent Directors:
|
|
|
|
|
Brian S. Dunn (2)
|
9,000
|
1,000
|
*
|
*
|
Richard P. Dutkiewicz (2)
|
10,699
|
1,000
|
*
|
*
|
Byron J. Haney (2)
|
10,000
|
-
|
*
|
-
|
Frank C. Meyer
|
154,624
|
-
|
*
|
-
|
Douglas F. Ray
|
9,336
|
-
|
*
|
-
|
|
|
|
|
|
Executive Officers Who Are Not Directors:
|
|
|
|
|
Alexander C. Frank
|
12,333
|
1,000
|
*
|
*
|
David H. Harrison
|
9,190
|
1,000
|
*
|
*
|
|
|
|
|
|
All officers and directors as a group
|
2,265,791
|
204,481
|
1.62%
|
3.06%
|
(1)
|
The total number of shares reported includes 1,349,105 shares of which Mr. Tannenbaum is the direct beneficial owner (including 656,301 shares held in margin accounts) and 80,000 shares owned by the Leonard M. Tannenbaum Foundation, a 501(c)(3) corporation for which Mr. Tannenbaum serves as the President. With respect to the shares held by the Leonard M. Tannenbaum Foundation, Mr. Tannenbaum has sole voting and investment power over all such shares, but has no pecuniary interest therein.
|
(2)
|
Shares are held in a margin account and may be used as security on a margin basis, subject to the pre-approval of our chief compliance officer.
|
Name
|
Dollar Range of Equity Securities
Beneficially Owned(1)(2)(3)
|
|
|
FSC
|
FSFR
|
Interested Directors:
|
|
|
Leonard M. Tannenbaum
|
Over $100,000
|
Over $100,000
|
Bernard D. Berman
|
Over $100,000
|
$10,001-$50,000
|
Ivelin M. Dimitrov
|
Over $100,000
|
-
|
Independent Directors:
|
|
|
Brian S. Dunn
|
$50,001-$100,000
|
$10,001-$50,000
|
Richard P. Dutkiewicz
|
$50,001-$100,000
|
$10,001-$50,000
|
Byron J. Haney
|
$50,001-$100,000
|
-
|
Frank C. Meyer
|
Over $100,000
|
-
|
Douglas F. Ray
|
$50,001-$100,000
|
-
|
(1)
|
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
|
(2)
|
The dollar range of equity securities beneficially owned in us is based on the closing price for our common stock of $9.46, and FSFR's common stock of $13.52, on January 10, 2014 on the NASDAQ Global Select Market.
|
(3)
|
The dollar range of equity securities beneficially owned are: none, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, or over $100,000.
|
•
|
the Board of Directors be divided into three classes, as nearly equal in size as possible, with staggered three- year terms;
|
•
|
directors may be removed only for cause by the affirmative vote of the holders of two-thirds of the shares of our capital stock entitled to vote; and
|
•
|
any vacancy on the Board of Directors, however the vacancy occurs, including a vacancy due to an enlargement of the Board of Directors, may only be filled by vote of the directors then in office.
|
•
|
any action required or permitted to be taken by the stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting; and
|
•
|
special meetings of the stockholders may only be called by our Board of Directors, chairman or chief executive officer.
|
•
|
the designation or title of the series of debt securities;
|
•
|
the total principal amount of the series of debt securities;
|
•
|
the percentage of the principal amount at which the series of debt securities will be offered;
|
•
|
the date or dates on which principal will be payable;
|
•
|
the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;
|
•
|
the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;
|
•
|
whether any interest may be paid by issuing additional securities of the same series in lieu of cash (and the terms upon which any such interest may be paid by issuing additional securities);
|
•
|
the terms for redemption, extension or early repayment, if any;
|
•
|
the currencies in which the series of debt securities are issued and payable;
|
•
|
whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;
|
•
|
the place or places of payment, transfer, conversion and/or exchange of the debt securities;
|
•
|
the denominations in which the offered debt securities will be issued (if other than $1,000 and any integral multiple thereof);
|
•
|
the provision for any sinking fund;
|
•
|
any restrictive covenants;
|
•
|
any Events of Default;
|
•
|
whether the series of debt securities are issuable in certificated form;
|
•
|
any provisions for defeasance or covenant defeasance;
|
•
|
any special federal income tax implications, including, if applicable, federal income tax considerations relating to original issue discount;
|
•
|
whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);
|
•
|
any provisions for convertibility or exchangeability of the debt securities into or for any other securities;
|
•
|
whether the debt securities are subject to subordination and the terms of such subordination;
|
•
|
whether the debt securities are secured and the terms of any security interests;
|
•
|
the listing, if any, on a securities exchange; and
|
•
|
any other terms.
|
•
|
how it handles securities payments and notices,
|
•
|
whether it imposes fees or charges,
|
•
|
how it would handle a request for the holders’ consent, if ever required,
|
•
|
whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities,
|
•
|
how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests, and
|
•
|
if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
|
•
|
An investor cannot cause the debt securities to be registered in his or her name, and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below.
|
•
|
An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form” above.
|
•
|
An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form.
|
•
|
An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.
|
•
|
The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.
|
•
|
If we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series.
|
•
|
An investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee.
|
•
|
DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security.
|
•
|
Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
|
•
|
We do not pay the principal of, or any premium on, a debt security of the series on its due date;
|
•
|
We do not pay interest on a debt security of the series within 30 days of its due date;
|
•
|
We do not deposit any sinking fund payment in respect of debt securities of the series within 2 business days of its due date;
|
•
|
We remain in breach of a covenant in respect of debt securities of the series for 60 days after a written notice of default has been given stating we are in breach. The notice must be sent to us by the trustee or to us and the trustee by the holders of at least 25% of the principal amount of debt securities of the series;
|
•
|
We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur;
|
•
|
Any class of debt securities has an asset coverage, as such term is defined in the 1940 Act, of less than 100 per centum on the last business day of each of twenty-four consecutive calendar months; or
|
•
|
Any other Event of Default in respect of debt securities of the series described in the prospectus supplement occurs.
|
•
|
You must give your trustee written notice that an Event of Default with respect to the relevant series of debt securities has occurred and remains uncured;
|
•
|
The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;
|
•
|
The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and
|
•
|
The holders of a majority in principal amount of the debt securities of that series must not have given the trustee a direction inconsistent with the above notice during that 60-day period.
|
•
|
in respect of the payment of principal, any premium or interest; or
|
•
|
in respect of a covenant that cannot be modified or amended without the consent of each holder.
|
•
|
Where we merge out of existence or sell our assets, the resulting or transferee corporation must agree to be legally responsible for our obligations under the debt securities;
|
•
|
The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded;
|
•
|
We must deliver certain certificates and documents to the trustee; and
|
•
|
We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.
|
•
|
change the stated maturity of the principal of, or interest on, a debt security or the terms of any sinking fund with respect to any security;
|
•
|
reduce any amounts due on a debt security;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of an original issue discount or indexed security following a default or upon the redemption thereof or the amount thereof provable in a bankruptcy proceeding;
|
•
|
adversely affect any right of repayment at the holder’s option;
|
•
|
change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;
|
•
|
impair your right to sue for payment;
|
•
|
adversely affect any right to convert or exchange a debt security in accordance with its terms;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults or reduce the percentage of holders of debt securities required to satisfy quorum or voting requirements at a meeting of holders;
|
•
|
modify any other aspect of the provisions of the indenture dealing with supplemental indentures with the consent of holders, waiver of past defaults, or the waiver of certain covenants; and
|
•
|
change any obligation we have to pay additional amounts.
|
•
|
If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series.
|
•
|
If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
|
•
|
For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default.
|
•
|
For debt securities whose principal amount is not known (for example, because it is based on an index), we will use the principal face amount at original issuance or a special rule for that debt security described in the prospectus supplement.
|
•
|
For debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.
|
•
|
We must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which such securities are then specified as payable at stated maturity) or government obligations applicable to such securities (determined on the basis of the currency in which such securities are then specified as payable at stated maturity) that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments.
|
•
|
We must deliver to the trustee a legal opinion of our counsel confirming that, under current United States federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit.
|
•
|
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.
|
•
|
Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments.
|
•
|
No default or event of default with respect to such debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
|
•
|
Satisfy the conditions for covenant defeasance contained in any supplemental indentures.
|
•
|
We must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which such securities are then specified as payable at stated maturity) or government obligations applicable to such securities (determined on the basis of the currency in which such securities are then specified as payable at stated maturity) that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments.
|
•
|
We must deliver to the trustee a legal opinion confirming that there has been a change in current United States federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit. Under current United States federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds
|
•
|
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.
|
•
|
Defeasance must not result in a breach or violation of, or constitute a default under, of the indenture or any of our other material agreements or instruments.
|
•
|
No default or event of default with respect to such debt securities shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur during the next 90 days.
|
•
|
Satisfy the conditions for full defeasance contained in any supplemental indentures.
|
•
|
only in fully registered certificated form,
|
•
|
without interest coupons, and
|
•
|
unless we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.
|
•
|
our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Designated Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Designated Senior Indebtedness), and
|
•
|
renewals, extensions, modifications and refinancings of any of this indebtedness.
|
•
|
the title and aggregate number of such warrants;
|
•
|
the price or prices at which such warrants will be issued;
|
•
|
the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
|
•
|
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
|
•
|
in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;
|
•
|
in the case of warrants to purchase common stock, the number of shares of common stock purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;
|
•
|
the date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension);
|
•
|
whether such warrants will be issued in registered form or bearer form;
|
•
|
if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
|
•
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
•
|
the terms of any rights to redeem, or call such warrants;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
the terms of the securities issuable upon exercise of the warrants;
|
•
|
if applicable, a discussion of certain U.S. federal income tax considerations; and
|
•
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
•
|
A citizen or individual resident of the United States;
|
•
|
A corporation or other entity treated as a corporation, for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;
|
•
|
A trust if a court within the United States is asked to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantive decisions of the trust; or
|
•
|
An estate, the income of which is subject to U.S. federal income taxation regardless of its source.
|
•
|
qualify as a RIC; and
|
•
|
satisfy the Annual Distribution Requirement,
|
•
|
continue to qualify as a business development company under the 1940 Act at all times during each taxable year;
|
•
|
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and
|
•
|
diversify our holdings so that at the end of each quarter of the taxable year:
|
•
|
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
|
•
|
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships” (the “Diversification Tests”).
|
•
|
pursuant to Rule 13a-14 of the Exchange Act, our chief executive officer and chief financial officer are required to certify the accuracy of the financial statements contained in our periodic reports;
|
•
|
pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures; and
|
•
|
pursuant to Rule 13a-15 of the Exchange Act, our management will be required to prepare a report regarding its assessment of our internal control over financial reporting. Our independent registered public accounting firm will be required to audit our internal control over financial reporting.
|
•
|
Authorized Employees of Our Investment Adviser.
It is our policy that only authorized employees of our investment adviser who need to know your personal information will have access to it.
|
•
|
Service Providers.
We may disclose your personal information to companies that provide services on our behalf, such as recordkeeping, processing your trades, and mailing you information. These companies are required to protect your information and use it solely for the purpose for which they received it.
|
•
|
Courts and Government Officials.
If required by law, we may disclose your personal information in accordance with a court order or at the request of government regulators. Only that information required by law, subpoena, or court order will be disclosed.
|
|
December 31,
2013 |
|
September 30,
2013 |
||||
ASSETS
|
|
|
|
||||
Investments at fair value:
|
|
|
|
||||
Control investments (cost December 31, 2013: $231,291; cost September 30, 2013: $207,518)
|
$
|
239,695
|
|
|
$
|
215,502
|
|
Affiliate investments (cost December 31, 2013: $38,803; cost September 30, 2013: $29,807)
|
41,712
|
|
|
31,932
|
|
||
Non-control/Non-affiliate investments (cost December 31, 2013: $2,078,941; cost September 30, 2013: $1,622,326)
|
2,095,305
|
|
|
1,645,612
|
|
||
Total investments at fair value (cost December 31, 2013: $2,349,035; cost September 30, 2013: $1,859,651)
|
2,376,712
|
|
|
1,893,046
|
|
||
Cash and cash equivalents
|
42,600
|
|
|
147,359
|
|
||
Interest and fees receivable
|
11,782
|
|
|
10,379
|
|
||
Due from portfolio company
|
3,094
|
|
|
1,814
|
|
||
Deferred financing costs
|
19,575
|
|
|
19,548
|
|
||
Other assets
|
720
|
|
|
187
|
|
||
Total assets
|
$
|
2,454,483
|
|
|
$
|
2,072,333
|
|
|
|
|
|
||||
LIABILITIES AND NET ASSETS
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
3,030
|
|
|
$
|
1,166
|
|
Base management fee payable
|
12,059
|
|
|
9,625
|
|
||
Incentive fee payable
|
9,054
|
|
|
7,175
|
|
||
Due to FSC, Inc.
|
2,133
|
|
|
840
|
|
||
Interest payable
|
7,011
|
|
|
2,939
|
|
||
Payables from unsettled transactions
|
—
|
|
|
35,716
|
|
||
Credit facilities payable
|
564,228
|
|
|
188,000
|
|
||
SBA debentures payable
|
210,750
|
|
|
181,750
|
|
||
Unsecured convertible notes payable
|
115,000
|
|
|
115,000
|
|
||
Unsecured notes payable
|
161,250
|
|
|
161,250
|
|
||
Total liabilities
|
1,084,515
|
|
|
703,461
|
|
||
Commitments and contingencies (Note 3)
|
|
|
|
||||
Net assets:
|
|
|
|
||||
Common stock, $0.01 par value, 250,000 shares authorized; 139,138 and 139,041 shares issued and outstanding at December 31, 2013 and September 30, 2013, respectively
|
1,391
|
|
|
1,390
|
|
||
Additional paid-in-capital
|
1,510,548
|
|
|
1,509,546
|
|
||
Net unrealized appreciation on investments
|
27,677
|
|
|
33,395
|
|
||
Net realized loss on investments and interest rate swap
|
(151,385
|
)
|
|
(154,591
|
)
|
||
Accumulated overdistributed net investment income
|
(18,263
|
)
|
|
(20,868
|
)
|
||
Total net assets (equivalent to $9.85 per common share at December 31, 2013 and September 30, 2013) (Note 12)
|
1,369,968
|
|
|
1,368,872
|
|
||
Total liabilities and net assets
|
$
|
2,454,483
|
|
|
$
|
2,072,333
|
|
|
|
|
|
|
Three months
ended December 31, 2013 |
|
Three months
ended December 31, 2012 |
|
||||
Interest income:
|
|
|
|
|
||||
Control investments
|
$
|
2,419
|
|
|
$
|
882
|
|
|
Affiliate investments
|
766
|
|
|
584
|
|
|
||
Non-control/Non-affiliate investments
|
45,296
|
|
|
33,454
|
|
|
||
Interest on cash and cash equivalents
|
3
|
|
|
3
|
|
|
||
Total interest income
|
48,484
|
|
|
34,923
|
|
|
||
PIK interest income:
|
|
|
|
|
||||
Control investments
|
2,408
|
|
|
108
|
|
|
||
Affiliate investments
|
335
|
|
|
456
|
|
|
||
Non-control/Non-affiliate investments
|
2,870
|
|
|
3,156
|
|
|
||
Total PIK interest income
|
5,613
|
|
|
3,720
|
|
|
||
Fee income:
|
|
|
|
|
||||
Control investments
|
567
|
|
|
99
|
|
|
||
Affiliate investments
|
170
|
|
|
12
|
|
|
||
Non-control/Non-affiliate investments
|
16,401
|
|
|
12,683
|
|
|
||
Total fee income
|
17,138
|
|
|
12,794
|
|
|
||
Dividend and other income:
|
|
|
|
|
||||
Non-control/Non-affiliate investments
|
96
|
|
|
346
|
|
|
||
Total dividend and other income
|
96
|
|
|
346
|
|
|
||
Total investment income
|
71,331
|
|
|
51,783
|
|
|
||
Expenses:
|
|
|
|
|
||||
Base management fee
|
12,059
|
|
|
8,046
|
|
|
||
Incentive fee
|
9,054
|
|
|
6,639
|
|
|
||
Professional fees
|
1,025
|
|
|
1,188
|
|
|
||
Board of Directors fees
|
155
|
|
|
129
|
|
|
||
Interest expense
|
10,213
|
|
|
7,156
|
|
|
||
Administrator expense
|
853
|
|
|
930
|
|
|
||
General and administrative expenses
|
1,754
|
|
|
1,139
|
|
|
||
Total expenses
|
35,113
|
|
|
25,227
|
|
|
||
Net investment income
|
36,218
|
|
|
26,556
|
|
|
||
Unrealized appreciation (depreciation) on investments:
|
|
|
|
|
||||
Control investments
|
420
|
|
|
(1,222
|
)
|
|
||
Affiliate investments
|
783
|
|
|
(156
|
)
|
|
||
Non-control/Non-affiliate investments
|
(6,921
|
)
|
|
(7,961
|
)
|
|
||
Net unrealized depreciation on investments
|
(5,718
|
)
|
|
(9,339
|
)
|
|
||
Realized gain (loss) on investments:
|
|
|
|
|
||||
Non-control/Non-affiliate investments
|
3,206
|
|
|
626
|
|
|
||
Net realized gain on investments
|
3,206
|
|
|
626
|
|
|
||
Net increase in net assets resulting from operations
|
$
|
33,706
|
|
|
$
|
17,843
|
|
|
Net investment income per common share — basic
|
$
|
0.26
|
|
|
$
|
0.28
|
|
|
Earnings per common share — basic
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
Weighted average common shares outstanding — basic
|
139,126
|
|
|
94,889
|
|
|
||
Net investment income per common share — diluted
|
$
|
0.26
|
|
|
$
|
0.27
|
|
|
Earnings per common share — diluted
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
Weighted average common shares outstanding — diluted
|
146,916
|
|
|
102,679
|
|
|
|
Three months
ended December 31, 2013 |
|
Three months
ended December 31, 2012 |
||||
Operations:
|
|
|
|
||||
Net investment income
|
$
|
36,218
|
|
|
$
|
26,556
|
|
Net unrealized depreciation on investments
|
(5,718
|
)
|
|
(9,339
|
)
|
||
Net realized gain on investments
|
3,206
|
|
|
626
|
|
||
Net increase in net assets resulting from operations
|
33,706
|
|
|
17,843
|
|
||
Stockholder transactions:
|
|
|
|
||||
Distributions to stockholders from ordinary income
|
(33,613
|
)
|
|
(27,593
|
)
|
||
Net decrease in net assets from stockholder transactions
|
(33,613
|
)
|
|
(27,593
|
)
|
||
Capital share transactions:
|
|
|
|
||||
Issuance of common stock, net
|
—
|
|
|
151,334
|
|
||
Issuance of common stock under dividend reinvestment plan
|
3,411
|
|
|
1,725
|
|
||
Repurchases of common stock under stock repurchase program
|
(406
|
)
|
|
—
|
|
||
Repurchases of common stock under dividend reinvestment plan
|
(2,002
|
)
|
|
—
|
|
||
Net increase in net assets from capital share transactions
|
1,003
|
|
|
153,059
|
|
||
Total increase in net assets
|
1,096
|
|
|
143,309
|
|
||
Net assets at beginning of period
|
1,368,872
|
|
|
903,570
|
|
||
Net assets at end of period
|
$
|
1,369,968
|
|
|
$
|
1,046,879
|
|
Net asset value per common share
|
$
|
9.85
|
|
|
$
|
9.88
|
|
Common shares outstanding at end of period
|
139,138
|
|
|
105,943
|
|
|
Three months
ended December 31, 2013 |
|
Three months
ended December 31, 2012 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net increase in net assets resulting from operations
|
$
|
33,706
|
|
|
$
|
17,843
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used by operating activities:
|
|
|
|
||||
Net unrealized depreciation on investments
|
5,718
|
|
|
9,339
|
|
||
Net realized gains on investments
|
(3,206
|
)
|
|
(626
|
)
|
||
PIK interest income
|
(5,613
|
)
|
|
(3,720
|
)
|
||
Recognition of fee income
|
(17,138
|
)
|
|
(12,794
|
)
|
||
Accretion of original issue discount on investments
|
(164
|
)
|
|
(132
|
)
|
||
Amortization of deferred financing costs
|
1,405
|
|
|
1,275
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Fee income received
|
16,920
|
|
|
10,862
|
|
||
Increase in interest and fees receivable
|
(1,342
|
)
|
|
(635
|
)
|
||
(Increase) decrease in due from portfolio company
|
(1,280
|
)
|
|
1,608
|
|
||
Decrease in receivables from unsettled transactions
|
—
|
|
|
1,500
|
|
||
Increase in other assets
|
(135
|
)
|
|
(89
|
)
|
||
Increase in accounts payable, accrued expenses and other liabilities
|
1,982
|
|
|
400
|
|
||
Increase (decrease) in base management fee payable
|
2,435
|
|
|
(5,025
|
)
|
||
Increase (decrease) in incentive fee payable
|
1,879
|
|
|
(4,349
|
)
|
||
Increase (decrease) in due to FSC, Inc.
|
1,293
|
|
|
(867
|
)
|
||
Increase in interest payable
|
4,072
|
|
|
877
|
|
||
Decrease in payables from unsettled transactions
|
(35,716
|
)
|
|
—
|
|
||
Purchases of investments and net revolver activity, net of syndications
|
(650,118
|
)
|
|
(398,808
|
)
|
||
Principal payments received on investments (scheduled payments)
|
10,346
|
|
|
12,630
|
|
||
Principal payments received on investments (payoffs)
|
43,746
|
|
|
56,250
|
|
||
PIK interest income received in cash
|
4,226
|
|
|
313
|
|
||
Proceeds from the sale of investments
|
111,556
|
|
|
34,051
|
|
||
Net cash used by operating activities
|
(475,428
|
)
|
|
(280,097
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Distributions paid in cash
|
(30,202
|
)
|
|
(25,868
|
)
|
||
Borrowings under SBA debentures payable
|
29,000
|
|
|
31,750
|
|
||
Borrowings under credit facilities
|
475,057
|
|
|
323,000
|
|
||
Repayments of borrowings under credit facilities
|
(98,829
|
)
|
|
(306,251
|
)
|
||
Proceeds from the issuance of unsecured notes
|
—
|
|
|
72,465
|
|
||
Proceeds from the issuance of common stock
|
—
|
|
|
151,668
|
|
||
Repurchases of common stock under stock repurchase program
|
(406
|
)
|
|
—
|
|
||
Repurchases of common stock under dividend reinvestment plan
|
(2,002
|
)
|
|
—
|
|
||
Deferred financing costs paid
|
(1,432
|
)
|
|
(3,125
|
)
|
||
Offering costs paid
|
(517
|
)
|
|
(497
|
)
|
||
Net cash provided by financing activities
|
370,669
|
|
|
243,142
|
|
||
Net decrease in cash and cash equivalents
|
(104,759
|
)
|
|
(36,955
|
)
|
||
Cash and cash equivalents, beginning of period
|
147,359
|
|
|
74,393
|
|
||
Cash and cash equivalents, end of period
|
$
|
42,600
|
|
|
$
|
37,438
|
|
Supplemental information:
|
|
|
|
||||
Cash paid for interest
|
$
|
4,834
|
|
|
$
|
5,107
|
|
Non-cash financing activities:
|
|
|
|
||||
Issuance of shares of common stock under dividend reinvestment plan
|
$
|
3,411
|
|
|
$
|
1,725
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
Control Investments (3)
|
|
|
|
|
|
|
|
|
||||||
Traffic Solutions Holdings, Inc.
|
|
Construction and engineering
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
|
|
$
|
14,606
|
|
|
$
|
14,597
|
|
|
$
|
14,635
|
|
LC Facility, 8.5% cash due 12/31/2016 (10)
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||
746,114 Series A Preferred Units
|
|
|
|
|
|
13,193
|
|
|
16,297
|
|
||||
746,114 Class A Common Stock Units
|
|
|
|
|
|
5,316
|
|
|
10,589
|
|
||||
|
|
|
|
|
|
33,103
|
|
|
41,521
|
|
||||
TransTrade Operators, Inc. (9)
|
|
Air freight and logistics
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
|
|
|
|
14,154
|
|
|
14,154
|
|
|
14,021
|
|
|||
First Lien Revolver, 8% cash due 5/31/2016
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
596.67 Series A Common Units in TransTrade Holding LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
3,033,333.33 Preferred Units in TransTrade Holding LLC
|
|
|
|
|
|
4,117
|
|
|
685
|
|
||||
|
|
|
|
|
|
18,271
|
|
|
14,706
|
|
||||
HFG Holdings, LLC
|
|
Specialized finance
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
|
|
|
|
94,087
|
|
|
94,087
|
|
|
94,187
|
|
|||
860,000 Class A Units (12)
|
|
|
|
|
|
22,347
|
|
|
22,782
|
|
||||
|
|
|
|
|
|
116,434
|
|
|
116,969
|
|
||||
First Star Aviation, LLC
|
|
Airlines
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
|
|
|
|
33,862
|
|
|
33,862
|
|
|
33,900
|
|
|||
10,104,401 Common Units
|
|
|
|
|
|
10,104
|
|
|
11,057
|
|
||||
|
|
|
|
|
|
43,966
|
|
|
44,957
|
|
||||
Eagle Hospital Physicians, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, 8% PIK due 8/1/2016
|
|
|
|
11,379
|
|
|
11,379
|
|
|
11,344
|
|
|||
First Lien Term Loan B, 8.1% PIK due 8/1/2016
|
|
|
|
3,105
|
|
|
3,105
|
|
|
3,103
|
|
|||
First Lien Revolver, 8% cash due 8/1/2016
|
|
|
|
933
|
|
|
933
|
|
|
932
|
|
|||
4,100,000 Class A Common Units
|
|
|
|
|
|
4,100
|
|
|
6,163
|
|
||||
|
|
|
|
|
|
19,517
|
|
|
21,542
|
|
||||
Total Control Investments (17.5% of net assets)
|
|
|
|
|
|
$
|
231,291
|
|
|
$
|
239,695
|
|
||
Affiliate Investments (4)
|
|
|
|
|
|
|
|
|
||||||
Caregiver Services, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
|
|
|
|
$
|
9,007
|
|
|
$
|
9,007
|
|
|
$
|
9,015
|
|
1,080,399 shares of Series A Preferred Stock
|
|
|
|
|
|
1,080
|
|
|
3,569
|
|
||||
|
|
|
|
|
|
10,087
|
|
|
12,584
|
|
||||
AmBath/ReBath Holdings, Inc. (9)
|
|
Home improvement retail
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
|
|
|
|
2,873
|
|
|
2,873
|
|
|
2,947
|
|
|||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
|
|
|
|
25,843
|
|
|
25,843
|
|
|
25,665
|
|
|||
4,668,788 Shares of Preferred Stock
|
|
|
|
|
|
—
|
|
|
516
|
|
||||
|
|
|
|
|
|
28,716
|
|
|
29,128
|
|
||||
Total Affiliate Investments (3.0% of net assets)
|
|
|
|
|
|
$
|
38,803
|
|
|
$
|
41,712
|
|
||
Non-Control/Non-Affiliate Investments (7)
|
|
|
|
|
|
|
|
|
||||||
Fitness Edge, LLC
|
|
Leisure facilities
|
|
|
|
|
|
|
||||||
1,000 Common Units (6)
|
|
|
|
|
|
$
|
43
|
|
|
$
|
215
|
|
||
|
|
|
|
|
|
43
|
|
|
215
|
|
||||
Thermoforming Technology Group LLC (formerly Capital Equipment Group, Inc.)
|
|
Industrial machinery
|
|
|
|
|
|
|
||||||
2.28% membership interest
|
|
|
|
|
|
849
|
|
|
849
|
|
||||
|
|
|
|
|
|
849
|
|
|
849
|
|
||||
HealthDrive Corporation (9)
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, 10% cash due 7/17/2014
|
|
|
|
$
|
4,164
|
|
|
4,162
|
|
|
4,076
|
|
||
First Lien Term Loan B, 12% cash 1% PIK due 7/17/2014
|
|
|
|
10,791
|
|
|
10,791
|
|
|
10,790
|
|
|||
First Lien Revolver, 12% cash due 7/17/2014
|
|
|
|
2,266
|
|
|
2,266
|
|
|
2,282
|
|
|||
|
|
|
|
|
|
17,219
|
|
|
17,148
|
|
||||
Cenegenics, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 9.75% cash due 9/30/2019
|
|
|
|
33,200
|
|
|
33,177
|
|
|
33,239
|
|
|||
414,419 Common Units (6)
|
|
|
|
|
|
598
|
|
|
1,303
|
|
||||
|
|
|
|
|
|
33,775
|
|
|
34,542
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
Riverlake Equity Partners II, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
1.78% limited partnership interest (6)(12)
|
|
|
|
|
|
436
|
|
|
427
|
|
|
|
|
|
|
|
|
436
|
|
|
427
|
|
|
Riverside Fund IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.34% limited partnership interest (6)(12)
|
|
|
|
|
|
713
|
|
|
654
|
|
|
|
|
|
|
|
|
713
|
|
|
654
|
|
|
Psilos Group Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
2.35% limited partnership interest (11)(12)
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
Mansell Group, Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2015
|
|
|
|
5,998
|
|
|
5,956
|
|
|
6,060
|
|
First Lien Term Loan B, LIBOR+9% (3% floor) cash 1.5% PIK due 4/30/2015
|
|
|
|
9,461
|
|
|
9,408
|
|
|
9,547
|
|
First Lien Revolver, LIBOR+6% (3% floor) cash due 4/30/2015 (10)
|
|
|
|
|
|
|
(11
|
)
|
|
—
|
|
|
|
|
|
|
|
15,353
|
|
|
15,607
|
|
|
Enhanced Recovery Company, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
11,500
|
|
|
11,416
|
|
|
11,497
|
|
First Lien Term Loan B, LIBOR+10% (2% floor) cash 1% PIK due 8/13/2015
|
|
|
|
16,014
|
|
|
15,930
|
|
|
16,021
|
|
First Lien Revolver, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
500
|
|
|
470
|
|
|
500
|
|
|
|
|
|
|
|
27,816
|
|
|
28,018
|
|
|
Specialty Bakers LLC
|
|
Food distributors
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
3,139
|
|
|
3,035
|
|
|
3,138
|
|
First Lien Term Loan B, LIBOR+11% (2.5% floor) cash due 9/15/2015
|
|
|
|
11,000
|
|
|
10,899
|
|
|
10,995
|
|
First Lien Revolver, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
2,000
|
|
|
1,963
|
|
|
2,003
|
|
|
|
|
|
|
|
15,897
|
|
|
16,136
|
|
|
Welocalize, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|||
3,393,060 Common Units in RPWL Holdings, LLC
|
|
|
|
|
|
3,393
|
|
|
7,277
|
|
|
|
|
|
|
|
|
3,393
|
|
|
7,277
|
|
|
Miche Bag, LLC (9)
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
|||
First Lien Term Loan B, LIBOR+10% (3% floor) 3% PIK due 12/7/2015
|
|
|
|
17,666
|
|
|
16,543
|
|
|
17,409
|
|
First Lien Revolver, LIBOR+7% (3% floor) cash due 12/7/2015 (10)
|
|
|
|
|
|
(29
|
)
|
|
—
|
|
|
10,371 Series A Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
1,037
|
|
|
40
|
|
|
1,358.854 Series C Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
136
|
|
|
—
|
|
|
19,417 Series A Common Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
146,289 Series D Common Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
1,463
|
|
|
—
|
|
|
|
|
|
|
|
|
19,150
|
|
|
17,449
|
|
|
Bunker Hill Capital II (QP), LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.51% limited partnership interest (12)
|
|
|
|
|
|
361
|
|
|
263
|
|
|
|
|
|
|
|
|
361
|
|
|
263
|
|
|
Drugtest, Inc. (9)
|
|
Human resources & employment services
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7.5% (0.75% floor) cash due 6/27/2018
|
|
|
|
38,317
|
|
|
38,189
|
|
|
38,605
|
|
First Lien Term Loan B, LIBOR+10% (1% floor) 1.5% PIK due 6/27/2018
|
|
|
|
15,792
|
|
|
15,712
|
|
|
15,767
|
|
First Lien Revolver, LIBOR+6% (1% floor) cash due 6/27/2018 (10)
|
|
|
|
|
|
(38
|
)
|
|
—
|
|
|
|
|
|
|
|
|
53,863
|
|
|
54,372
|
|
|
Physicians Pharmacy Alliance, Inc. (9)
|
|
Healthcare services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+9% cash 1.5% PIK due 1/4/2016
|
|
|
|
11,433
|
|
|
11,293
|
|
|
11,434
|
|
First Lien Revolver, LIBOR+6% cash due 1/4/2016 (10)
|
|
|
|
|
|
(16
|
)
|
|
—
|
|
|
|
|
|
|
|
|
11,277
|
|
|
11,434
|
|
|
Cardon Healthcare Network, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
|||
69,487 Class A Units
|
|
|
|
|
|
265
|
|
|
507
|
|
|
|
|
|
|
|
|
265
|
|
|
507
|
|
|
Phoenix Brands Merger Sub LLC (9)
|
|
Household products
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
5,196
|
|
|
5,122
|
|
|
5,119
|
|
Subordinated Term Loan, 10% cash 3.875% PIK due 2/1/2017
|
|
|
|
21,821
|
|
|
21,556
|
|
|
21,001
|
|
Senior Revolver, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
3,000
|
|
|
2,930
|
|
|
3,000
|
|
|
|
|
|
|
|
29,608
|
|
|
29,120
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
CCCG, LLC (9)
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+8% (1.75% floor) cash 1% PIK due 12/29/2017
|
|
|
|
35,328
|
|
|
34,926
|
|
|
34,727
|
|
First Lien Revolver, LIBOR+5.5% (1.75% floor) cash due 12/31/2014
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
34,926
|
|
|
34,727
|
|
|
Maverick Healthcare Group, LLC
|
|
Healthcare equipment
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
9,900
|
|
|
9,900
|
|
|
9,919
|
|
First Lien Term Loan B, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
38,800
|
|
|
38,470
|
|
|
38,745
|
|
|
|
|
|
|
|
48,370
|
|
|
48,664
|
|
|
Refac Optical Group
|
|
Specialty stores
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7.5% cash due 9/30/2018
|
|
|
|
23,846
|
|
|
23,704
|
|
|
23,928
|
|
First Lien Term Loan B, LIBOR+8.5% cash 1.75% PIK due 9/30/2018
|
|
|
|
33,023
|
|
|
32,752
|
|
|
33,131
|
|
First Lien Term Loan C, 12% cash due 12/31/2014
|
|
|
|
7,757
|
|
|
7,757
|
|
|
7,757
|
|
First Lien Revolver, LIBOR+7.5% cash due 9/30/2018
|
|
|
|
4,400
|
|
|
4,341
|
|
|
4,400
|
|
1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
|
|
|
|
|
|
1
|
|
|
—
|
|
|
500.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
305
|
|
|
—
|
|
|
1,000 Shares of Series A Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
999
|
|
|
889
|
|
|
|
|
|
|
|
|
69,859
|
|
|
70,105
|
|
|
GSE Environmental, Inc. (9)
|
|
Environmental & facilities services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/27/2016
|
|
|
|
3,780
|
|
|
3,730
|
|
|
3,175
|
|
|
|
|
|
|
|
3,730
|
|
|
3,175
|
|
|
Baird Capital Partners V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.40% limited partnership interest (12)
|
|
|
|
|
|
649
|
|
|
743
|
|
|
|
|
|
|
|
|
649
|
|
|
743
|
|
|
Charter Brokerage, LLC
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+6.5% (1.5% floor) cash due 10/10/2016
|
|
|
|
28,534
|
|
|
28,458
|
|
|
28,840
|
|
Subordinated Term Loan, 11.75% cash 2% PIK due 10/10/2017
|
|
|
|
12,036
|
|
|
11,986
|
|
|
11,999
|
|
Senior Revolver, LIBOR+6.5% (1.5% floor) cash due 10/10/2016
|
|
|
|
1,067
|
|
|
1,030
|
|
|
1,067
|
|
|
|
|
|
|
|
41,474
|
|
|
41,906
|
|
|
Discovery Practice Management, Inc. (9)
|
|
Healthcare services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+9.75% cash due 11/4/2018
|
|
|
|
20,568
|
|
|
20,481
|
|
|
20,568
|
|
First Lien Revolver, LIBOR+6% cash due 11/4/2018
|
|
|
|
600
|
|
|
580
|
|
|
600
|
|
|
|
|
|
|
|
21,061
|
|
|
21,168
|
|
|
Milestone Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.86% limited partnership interest (6)(12)
|
|
|
|
|
|
709
|
|
|
772
|
|
|
|
|
|
|
|
|
709
|
|
|
772
|
|
|
Insight Pharmaceuticals LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+11.75% (1.5% floor) cash due 8/25/2017
|
|
|
|
13,517
|
|
|
13,445
|
|
|
13,599
|
|
|
|
|
|
|
|
13,445
|
|
|
13,599
|
|
|
National Spine and Pain Centers, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11% cash 1.6% PIK due 9/27/2017
|
|
|
|
29,382
|
|
|
29,215
|
|
|
29,655
|
|
317,282.97 Class A Units
|
|
|
|
|
|
317
|
|
|
428
|
|
|
|
|
|
|
|
|
29,532
|
|
|
30,083
|
|
|
RCPDirect, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.91% limited partnership interest (6)(12)
|
|
|
|
|
|
641
|
|
|
559
|
|
|
|
|
|
|
|
|
641
|
|
|
559
|
|
|
The MedTech Group, Inc. (9)
|
|
Healthcare equipment
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5.5% (1.25% floor) cash due 9/7/2016
|
|
|
|
12,366
|
|
|
12,303
|
|
|
12,373
|
|
|
|
|
|
|
|
12,303
|
|
|
12,373
|
|
|
Digi-Star Acquisition Holdings, Inc.
|
|
Industrial machinery
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12% cash 1.5% PIK due 11/18/2017
|
|
|
|
16,509
|
|
|
16,428
|
|
|
16,694
|
|
264.37 Class A Preferred Units
|
|
|
|
|
|
115
|
|
|
115
|
|
|
2,954.87 Class A Common Units (6)
|
|
|
|
|
|
36
|
|
|
359
|
|
|
|
|
|
|
|
|
16,579
|
|
|
17,168
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
CPASS Acquisition Company
|
|
Internet software & services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+9% (1.5% floor) cash 1% PIK due 11/21/2016
|
|
|
|
7,986
|
|
|
7,909
|
|
|
8,058
|
|
First Lien Revolver, LIBOR+9% (1.5% floor) cash due 11/21/2016
|
|
|
|
250
|
|
|
239
|
|
|
250
|
|
|
|
|
|
|
|
8,148
|
|
|
8,308
|
|
|
Genoa Healthcare Holdings, LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
8,663
|
|
|
8,663
|
|
|
8,663
|
|
Subordinated Term Loan, 12% cash 2% PIK due 6/1/2017
|
|
|
|
13,039
|
|
|
12,961
|
|
|
13,163
|
|
Senior Revolver, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
|
|
—
|
|
|
—
|
|
|
500,000 Preferred units (6)
|
|
|
|
|
|
261
|
|
|
282
|
|
|
500,000 Class A Common Units
|
|
|
|
|
|
25
|
|
|
651
|
|
|
|
|
|
|
|
|
21,910
|
|
|
22,759
|
|
|
ACON Equity Partners III, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.15% limited partnership interest (6)(12)
|
|
|
|
|
|
336
|
|
|
151
|
|
|
|
|
|
|
|
|
336
|
|
|
151
|
|
|
CRGT, Inc.
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12.5% cash 3% PIK due 3/9/2018
|
|
|
|
26,947
|
|
|
26,770
|
|
|
27,753
|
|
|
|
|
|
|
|
26,770
|
|
|
27,753
|
|
|
Riverside Fund V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.48% limited partnership interest (12)
|
|
|
|
|
|
418
|
|
|
354
|
|
|
|
|
|
|
|
|
418
|
|
|
354
|
|
|
World 50, Inc.
|
|
Research & consulting services
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+6.25% (1.5% floor) cash due 3/30/2017
|
|
|
|
10,537
|
|
|
10,451
|
|
|
10,701
|
|
First Lien Term Loan B, 12.5% cash due 3/30/2017
|
|
|
|
7,000
|
|
|
6,947
|
|
|
7,111
|
|
Senior Revolver, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (10)
|
|
|
|
|
|
(39
|
)
|
|
—
|
|
|
|
|
|
|
|
|
17,359
|
|
|
17,812
|
|
|
Nixon, Inc.
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
|||
First Lien Term Loan, 8.75% cash 2.75% PIK due 4/16/2018
|
|
|
|
9,242
|
|
|
9,171
|
|
|
9,341
|
|
|
|
|
|
|
|
9,171
|
|
|
9,341
|
|
|
JTC Education, Inc. (9)
|
|
Education services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 13% cash due 11/1/2017
|
|
|
|
14,500
|
|
|
14,420
|
|
|
14,605
|
|
17,391 Shares of Series A-1 Preferred Stock
|
|
|
|
|
|
313
|
|
|
393
|
|
|
17,391 Shares of Common Stock
|
|
|
|
|
|
187
|
|
|
11
|
|
|
|
|
|
|
|
|
14,920
|
|
|
15,009
|
|
|
BMC Acquisition, Inc.
|
|
Diversified financial services
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5.5% (1% floor) cash due 5/1/2017
|
|
|
|
5,220
|
|
|
5,192
|
|
|
5,212
|
|
Senior Revolver, LIBOR+5% (1% floor) cash due 5/1/2017 (10)
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
|
500 Series A Preferred Shares
|
|
|
|
|
|
499
|
|
|
553
|
|
|
50,000 Common Shares
|
|
|
|
|
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
5,686
|
|
|
5,765
|
|
|
Ansira Partners, Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/4/2017
|
|
|
|
10,320
|
|
|
10,261
|
|
|
10,328
|
|
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 5/4/2017 (10)
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
|
250 Preferred Units & 250 Class A Common Units of Ansira Holdings, LLC
|
|
|
|
|
|
250
|
|
|
323
|
|
|
|
|
|
|
|
|
10,505
|
|
|
10,651
|
|
|
Edmentum, Inc.
|
|
Education services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+9.75% (1.5% floor) cash due 5/17/2019
|
|
|
|
17,000
|
|
|
17,000
|
|
|
17,100
|
|
|
|
|
|
|
|
17,000
|
|
|
17,100
|
|
|
I Drive Safely, LLC
|
|
Education services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+8.5% (1.5% floor) cash due 5/25/2017
|
|
|
|
27,000
|
|
|
26,986
|
|
|
27,440
|
|
First Lien Revolver, LIBOR+6.5% (1.5% floor) cash due 5/25/2017 (10)
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
|
75,000 Class A Common Units of IDS Investments, LLC
|
|
|
|
|
|
750
|
|
|
946
|
|
|
|
|
|
|
|
|
27,733
|
|
|
28,386
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
Yeti Acquisition, LLC (9)
|
|
Leisure products
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+8% (1.25% floor) cash due 6/15/2017
|
|
|
|
18,100
|
|
|
18,082
|
|
|
18,186
|
|
First Lien Term Loan B, LIBOR+11.25% (1.25% floor) cash 1% PIK due 6/15/2017
|
|
|
|
12,000
|
|
|
11,993
|
|
|
12,025
|
|
First Lien Revolver, LIBOR+8% (1.25% floor) cash due 6/15/2017 (10)
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
|
1,500 Common Stock Units of Yeti Holdings, Inc.
|
|
|
|
|
|
1,500
|
|
|
3,451
|
|
|
|
|
|
|
|
|
31,569
|
|
|
33,662
|
|
|
Specialized Education Services, Inc.
|
|
Education services
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5.5% (1.5% floor) cash due 6/28/2017
|
|
|
|
8,891
|
|
|
8,891
|
|
|
8,887
|
|
Subordinated Term Loan, 11% cash 1.5% PIK due 6/28/2018
|
|
|
|
17,907
|
|
|
17,907
|
|
|
17,949
|
|
|
|
|
|
|
|
26,798
|
|
|
26,836
|
|
|
PC Helps Support, LLC
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
|
|
|
|
18,876
|
|
|
18,876
|
|
|
19,046
|
|
675 Series A Preferred Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
675
|
|
|
515
|
|
|
7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
75
|
|
|
—
|
|
|
|
|
|
|
|
|
19,626
|
|
|
19,561
|
|
|
Olson + Co., Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
13,853
|
|
|
13,853
|
|
|
13,854
|
|
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
13,853
|
|
|
13,854
|
|
|
Beecken Petty O’Keefe Fund IV, L.P.
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.5% limited partnership interest (12)
|
|
|
|
|
|
211
|
|
|
211
|
|
|
|
|
|
|
|
|
211
|
|
|
211
|
|
|
Deltek, Inc. (9)
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 10/10/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,371
|
|
First Lien Revolver, LIBOR+4.75% (1.25% floor) cash due 10/10/2017
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
25,000
|
|
|
25,371
|
|
|
First American Payment Systems, LP
|
|
Diversified support services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+9.5% (1.25% floor) cash due 4/12/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,178
|
|
First Lien Revolver, LIBOR+4.5% (1.25% floor) cash due 10/12/2017
|
|
|
|
233
|
|
|
233
|
|
|
233
|
|
|
|
|
|
|
|
25,233
|
|
|
25,411
|
|
|
Dexter Axle Company
|
|
Auto parts & equipment
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11.25% cash 2% PIK due 11/1/2019
|
|
|
|
30,717
|
|
|
30,717
|
|
|
31,073
|
|
1,500 Common Shares in Dexter Axle Holding Company
|
|
|
|
|
|
1,500
|
|
|
1,809
|
|
|
|
|
|
|
|
|
32,217
|
|
|
32,882
|
|
|
SumTotal Systems, LLC
|
|
Internet software & services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+9% (1.25% floor) cash due 5/16/2019
|
|
|
|
20,000
|
|
|
20,000
|
|
|
20,002
|
|
|
|
|
|
|
|
20,000
|
|
|
20,002
|
|
|
Comprehensive Pharmacy Services, LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11.25% cash 1.5% PIK due 11/30/2019
|
|
|
|
14,201
|
|
|
14,201
|
|
|
14,572
|
|
20,000 Common Shares in MCP CPS Group Holdings, Inc. (6)
|
|
|
|
|
|
2,000
|
|
|
2,319
|
|
|
|
|
|
|
|
|
16,201
|
|
|
16,891
|
|
|
Reliance Communications, LLC
|
|
Internet software & services
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7% (1% floor) cash due 12/18/2017
|
|
|
|
21,477
|
|
|
21,450
|
|
|
21,562
|
|
First Lien Term Loan B, LIBOR+11.5% (1% floor) cash due 12/18/2017
|
|
|
|
11,333
|
|
|
11,320
|
|
|
11,379
|
|
First Lien Revolver, LIBOR+7% (1% floor) cash due 12/18/2017 (10)
|
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
|
|
|
|
|
|
32,764
|
|
|
32,941
|
|
|
Garretson Firm Resolution Group, Inc.
|
|
Diversified support services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5% (1.25% floor) cash due 12/20/2018
|
|
|
|
7,124
|
|
|
7,124
|
|
|
7,163
|
|
Subordinated Term Loan, 11% cash 1.5% PIK due 6/20/2019
|
|
|
|
5,038
|
|
|
5,038
|
|
|
5,063
|
|
First Lien Revolver, LIBOR+5% (1.25% floor) cash due 12/20/2017
|
|
|
|
713
|
|
|
712
|
|
|
713
|
|
4,950,000 Preferred Units in GRG Holdings, LP
|
|
|
|
|
|
495
|
|
|
378
|
|
|
50,000 Common Units in GRG Holdings, LP
|
|
|
|
|
|
5
|
|
|
—
|
|
|
|
|
|
|
|
|
13,374
|
|
|
13,317
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
Teaching Strategies, LLC
|
|
Education services
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+6% (1.25% floor) cash due 12/21/2017
|
|
|
|
59,850
|
|
|
59,822
|
|
|
60,346
|
|
First Lien Term Loan B, LIBOR+8.35% (1.25% floor) cash 3.15% PIK due 12/21/2017
|
|
|
|
27,902
|
|
|
27,889
|
|
|
28,019
|
|
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 12/21/2017
|
|
|
|
1,000
|
|
|
996
|
|
|
1,000
|
|
|
|
|
|
|
|
88,707
|
|
|
89,365
|
|
|
Omniplex World Services Corporation
|
|
Security & alarm services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12.25% cash 1.25% PIK due 12/21/2018
|
|
|
|
12,664
|
|
|
12,664
|
|
|
12,652
|
|
500 Class A Common Units in Omniplex Holdings Corp.
|
|
|
|
|
|
500
|
|
|
542
|
|
|
|
|
|
|
|
|
13,164
|
|
|
13,194
|
|
|
Dominion Diagnostics, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11% cash 2% PIK due 12/21/2018
|
|
|
|
15,827
|
|
|
15,827
|
|
|
16,073
|
|
|
|
|
|
|
|
15,827
|
|
|
16,073
|
|
|
Affordable Care, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+9.25% (1.25% floor) cash due 12/26/2019
|
|
|
|
21,500
|
|
|
21,500
|
|
|
21,920
|
|
|
|
|
|
|
|
21,500
|
|
|
21,920
|
|
|
Aderant North America, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 6/20/2019
|
|
|
|
7,000
|
|
|
7,000
|
|
|
7,047
|
|
|
|
|
|
|
|
7,000
|
|
|
7,047
|
|
|
AdVenture Interactive, Corp.
|
|
Advertising
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+6.75% (1.25% floor) cash due 3/22/2018
|
|
|
|
91,989
|
|
|
91,981
|
|
|
92,068
|
|
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 3/22/2018
|
|
|
|
|
|
—
|
|
|
—
|
|
|
2,000 Preferred Units of AVI Holdings, L.P. (6)
|
|
|
|
|
|
2,000
|
|
|
1,271
|
|
|
|
|
|
|
|
|
93,981
|
|
|
93,339
|
|
|
CoAdvantage Corporation
|
|
Human resources & employment services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11.5% cash 1.25% PIK due 12/31/2018
|
|
|
|
10,126
|
|
|
10,126
|
|
|
10,329
|
|
50,000 Class A Units in CIP CoAdvantage Investments LLC
|
|
|
|
|
|
500
|
|
|
388
|
|
|
|
|
|
|
|
|
10,626
|
|
|
10,717
|
|
|
EducationDynamics, LLC
|
|
Education services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12% cash 6% PIK due 1/16/2017
|
|
|
|
11,232
|
|
|
11,232
|
|
|
11,196
|
|
|
|
|
|
|
|
11,232
|
|
|
11,196
|
|
|
Vestcom International, Inc.
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 12/26/2018
|
|
|
|
9,925
|
|
|
9,925
|
|
|
9,956
|
|
|
|
|
|
|
|
9,925
|
|
|
9,956
|
|
|
Sterling Capital Partners IV, L.P.
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.20% limited partnership interest (6)(12)
|
|
|
|
|
|
460
|
|
|
501
|
|
|
|
|
|
|
|
|
460
|
|
|
501
|
|
|
Devicor Medical Products, Inc.
|
|
Healthcare equipment
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5% (2% floor) cash due 7/8/2015
|
|
|
|
9,429
|
|
|
9,429
|
|
|
9,427
|
|
|
|
|
|
|
|
9,429
|
|
|
9,427
|
|
|
RP Crown Parent, LLC
|
|
Application software
|
|
|
|
|
|
|
|||
First Lien Revolver, LIBOR+5.5% (1.25% floor) cash due 12/21/2017 (10)
|
|
|
|
|
|
|
(583
|
)
|
|
—
|
|
|
|
|
|
|
|
(583
|
)
|
|
—
|
|
|
Advanced Pain Management Holdings, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018
|
|
|
|
24,000
|
|
|
24,000
|
|
|
24,412
|
|
|
|
|
|
|
|
24,000
|
|
|
24,412
|
|
|
Rocket Software, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.75% (1.5% floor) cash due 2/8/2019
|
|
|
|
10,475
|
|
|
10,437
|
|
|
10,551
|
|
|
|
|
|
|
|
10,437
|
|
|
10,551
|
|
|
TravelClick, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 3/26/2018
|
|
|
|
15,000
|
|
|
15,000
|
|
|
15,069
|
|
|
|
|
|
|
|
15,000
|
|
|
15,069
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
ISG Services, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
94,416
|
|
|
94,404
|
|
|
94,829
|
|
First Lien Revolver, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
4,000
|
|
|
3,999
|
|
|
4,000
|
|
|
|
|
|
|
|
98,403
|
|
|
98,829
|
|
|
Joerns Healthcare, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 9/28/2018
|
|
|
|
20,000
|
|
|
20,000
|
|
|
19,846
|
|
|
|
|
|
|
|
20,000
|
|
|
19,846
|
|
|
Pingora MSR Opportunity Fund I, LP
|
|
Thrift & mortgage finance
|
|
|
|
|
|
|
|||
1.90% limited partnership interest (12)
|
|
|
|
|
|
208
|
|
|
127
|
|
|
|
|
|
|
|
|
208
|
|
|
127
|
|
|
Chicago Growth Partners III, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.50% limited partnership interest (11)(12)
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
Credit Infonet, Inc.
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12.25% cash due 10/26/2018
|
|
|
|
13,250
|
|
|
13,250
|
|
|
13,583
|
|
|
|
|
|
|
|
13,250
|
|
|
13,583
|
|
|
H.D. Vest, Inc.
|
|
Specialized finance
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 6/18/2019
|
|
|
|
8,750
|
|
|
8,750
|
|
|
8,813
|
|
|
|
|
|
|
|
8,750
|
|
|
8,813
|
|
|
2Checkout.com, Inc.
|
|
Diversified support services
|
|
|
|
|
|
|
|||
First Lien Revolver, LIBOR+5% cash due 6/26/2016
|
|
|
|
1,650
|
|
|
1,648
|
|
|
1,650
|
|
|
|
|
|
|
|
1,648
|
|
|
1,650
|
|
|
Meritas Schools Holdings, LLC
|
|
Education services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 6/25/2019
|
|
|
|
9,943
|
|
|
9,943
|
|
|
10,035
|
|
|
|
|
|
|
|
9,943
|
|
|
10,035
|
|
|
Personable Holdings, Inc.
|
|
Other diversified financial services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
10,969
|
|
|
10,969
|
|
|
10,980
|
|
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
10,969
|
|
|
10,980
|
|
|
Ikaria Acquisition, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|||
First Lien Term Loan B, LIBOR+6% (1.25% floor) cash due 7/3/2018
|
|
|
|
9,750
|
|
|
9,750
|
|
|
9,751
|
|
Second Lien Term Loan, LIBOR+9.75% (1.25% floor) cash due 7/3/2019
|
|
|
|
8,000
|
|
|
8,000
|
|
|
7,983
|
|
|
|
|
|
|
|
17,750
|
|
|
17,734
|
|
|
Royal Adhesives and Sealants, LLC
|
|
Specialty chemicals
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 1/31/2019
|
|
|
|
13,500
|
|
|
13,500
|
|
|
13,498
|
|
|
|
|
|
|
|
13,500
|
|
|
13,498
|
|
|
Bracket Holding Corp.
|
|
Healthcare services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 2/15/2020
|
|
|
|
32,000
|
|
|
32,000
|
|
|
32,003
|
|
50,000 Common Units in AB Group Holdings, LP
|
|
|
|
|
|
500
|
|
|
458
|
|
|
|
|
|
|
|
|
32,500
|
|
|
32,461
|
|
|
Salus CLO 2012-1, Ltd.
|
|
Asset management & custody banks
|
|
|
|
|
|
|
|||
Class F Deferrable Notes - A, LIBOR+11.5% cash due 3/5/2021 (12)
|
|
|
|
7,500
|
|
|
7,500
|
|
|
7,500
|
|
Class F Deferrable Notes - B, LIBOR+10.85% cash due 3/5/2021 (12)
|
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
|
|
|
|
|
29,500
|
|
|
29,500
|
|
|
HealthEdge Software, Inc.
|
|
Application software
|
|
|
|
|
|
|
|||
Second Lien Term Loan, 12% cash due 9/30/2018
|
|
|
|
12,500
|
|
|
12,500
|
|
|
12,509
|
|
|
|
|
|
|
|
12,500
|
|
|
12,509
|
|
|
InMotion Entertainment Group, LLC
|
|
Consumer electronics
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+7.75% (1.25% floor) cash due 10/1/2018
|
|
|
|
33,700
|
|
|
33,674
|
|
|
33,700
|
|
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 10/1/2018
|
|
|
|
1,703
|
|
|
1,697
|
|
|
1,703
|
|
CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018
|
|
|
|
385
|
|
|
379
|
|
|
385
|
|
1,000,000 Class A Units in InMotion Entertainment Holdings, LLC
|
|
|
|
|
|
1,000
|
|
|
1,000
|
|
|
|
|
|
|
|
|
36,750
|
|
|
36,788
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
BMC Software Finance, Inc.
|
|
Application software
|
|
|
|
|
|
|
|||
First Lien Revolver, LIBOR+4% (1% floor) cash due 9/10/2018
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
CT Technologies Intermediate Holdings, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 10/4/2020
|
|
|
|
12,000
|
|
|
12,000
|
|
|
12,000
|
|
|
|
|
|
|
|
12,000
|
|
|
12,000
|
|
|
Thing5, LLC
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 10/11/2018
|
|
|
|
45,000
|
|
|
44,967
|
|
|
45,000
|
|
First Lien Revolver, LIBOR+7% (1% floor) cash due 10/11/2018 (10)
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
|
2,000,000 Common Units in T5 Investment Vehicle, LLC
|
|
|
|
|
|
2,000
|
|
|
2,000
|
|
|
|
|
|
|
|
|
46,963
|
|
|
47,000
|
|
|
Epic Health Services, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 10/16/2019
|
|
|
|
30,000
|
|
|
30,000
|
|
|
30,000
|
|
|
|
|
|
|
|
30,000
|
|
|
30,000
|
|
|
Kason Corporation
|
|
Industrial machinery
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
|
|
|
|
5,620
|
|
|
5,620
|
|
|
5,620
|
|
450 Class A Preferred Units in Kason Investment, LLC
|
|
|
|
|
|
450
|
|
|
450
|
|
|
5,000 Class A Common Units in Kason Investment, LLC
|
|
|
|
|
|
50
|
|
|
50
|
|
|
|
|
|
|
|
|
6,120
|
|
|
6,120
|
|
|
First Choice ER, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 10/31/2018
|
|
|
|
75,000
|
|
|
74,978
|
|
|
75,000
|
|
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/31/2018 (10)
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
|
First Lien Delayed Draw Term Loan, LIBOR+7.5% (1% floor) cash due 4/30/2015 (10)
|
|
|
|
|
|
(50
|
)
|
|
—
|
|
|
|
|
|
|
|
|
74,925
|
|
|
75,000
|
|
|
SPC Partners V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||
0.4% limited partnership interest (12)
|
|
|
|
|
|
277
|
|
|
277
|
|
|
|
|
|
|
|
|
277
|
|
|
277
|
|
|
Systems Maintenance Services Holdings, Inc.
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/18/2020
|
|
|
|
24,000
|
|
|
24,000
|
|
|
24,000
|
|
|
|
|
|
|
|
24,000
|
|
|
24,000
|
|
|
Vandelay Industries Merger Sub, Inc.
|
|
Industrial machinery
|
|
|
|
|
|
|
|||
Second Lien Term Loan, 10.75% cash 1% PIK due 11/12/2019
|
|
|
|
32,044
|
|
|
32,044
|
|
|
32,044
|
|
2,500,000 Class A Common Units in Vandelay Industries, LP
|
|
|
|
|
|
2,500
|
|
|
2,500
|
|
|
|
|
|
|
|
|
34,544
|
|
|
34,544
|
|
|
Vitera Healthcare Solutions, LLC
|
|
Healthcare technology
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5% (1% floor) cash due 11/4/2020
|
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021
|
|
|
|
8,000
|
|
|
8,000
|
|
|
8,000
|
|
|
|
|
|
|
|
13,000
|
|
|
13,000
|
|
|
Renaissance Learning, Inc.
|
|
Education services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 5/13/2021
|
|
|
|
16,000
|
|
|
16,000
|
|
|
16,000
|
|
|
|
|
|
|
|
16,000
|
|
|
16,000
|
|
|
SugarSync, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+10% (0.5% floor) cash due 11/18/2016
|
|
|
|
6,500
|
|
|
6,500
|
|
|
6,500
|
|
|
|
|
|
|
|
6,500
|
|
|
6,500
|
|
|
The Active Network, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 11/15/2021
|
|
|
|
13,600
|
|
|
13,600
|
|
|
13,600
|
|
|
|
|
|
|
|
13,600
|
|
|
13,600
|
|
|
OmniSYS Acquisition Corporation
|
|
Diversified support services
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 11/21/2018
|
|
|
|
21,000
|
|
|
20,962
|
|
|
21,000
|
|
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 11/21/2018 (10)
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
|
100,000 Common Units in OSYS Holdings, LLC
|
|
|
|
|
|
1,000
|
|
|
1,000
|
|
|
|
|
|
|
|
|
21,958
|
|
|
22,000
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|||||
Med-Data, Incorporated
|
|
Diversified support services
|
|
|
|
|
|
|
|||||
First Lien Term Loan, LIBOR+7.25% (1% floor) cash due 11/22/2018
|
|
|
|
55,000
|
|
|
54,962
|
|
|
55,000
|
|
||
First Lien Revolver, LIBOR+7.25% (1% floor) cash due 11/22/2018 (10)
|
|
|
|
|
|
(4
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
54,958
|
|
|
55,000
|
|
|||
All Web Leads, Inc.
|
|
Advertising
|
|
|
|
|
|
|
|||||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 11/26/2018
|
|
|
|
50,750
|
|
|
50,713
|
|
|
50,750
|
|
||
First Lien Revolver, LIBOR+8% (1% floor) cash due 11/26/2018 (10)
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
50,708
|
|
|
50,750
|
|
|||
Moelis Capital Partners Opportunity Fund I-B, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||
1.0% limited partnership interest (11)(12)
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
Aden & Anais Merger Sub, Inc.
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
|||||
Subordinated Term Loan, 10% cash 2% PIK due 6/23/2019
|
|
|
|
12,006
|
|
|
12,006
|
|
|
12,006
|
|
||
30,000 Common Units in Aden & Anais Holdings, Inc.
|
|
|
|
|
|
3,000
|
|
|
3,000
|
|
|||
|
|
|
|
|
|
15,006
|
|
|
15,006
|
|
|||
Lift Brands, Inc.
|
|
Leisure facilities
|
|
|
|
|
|
|
|||||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 12/23/2019
|
|
|
|
80,000
|
|
|
79,926
|
|
|
80,000
|
|
||
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 12/23/2019 (10)
|
|
|
|
|
|
(18
|
)
|
|
—
|
|
|||
2,000,000 Class A Common Units in Snap Investments, LLC
|
|
|
|
|
|
2,000
|
|
|
2,000
|
|
|||
|
|
|
|
|
|
81,908
|
|
|
82,000
|
|
|||
Tailwind Capital Partners II, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||
0.3% limited partnership interest (11)(12)
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Total Non-Control/Non-Affiliate Investments (152.9% of net assets)
|
|
|
|
|
|
$
|
2,078,941
|
|
|
$
|
2,095,305
|
|
|
Total Portfolio Investments (173.5% of net assets)
|
|
|
|
|
|
$
|
2,349,035
|
|
|
$
|
2,376,712
|
|
(1)
|
All debt investments are income producing unless otherwise noted. Equity is non-income producing unless otherwise noted.
|
(2)
|
See Note 3 to the Consolidated Financial Statements for portfolio composition by geographic region.
|
(3)
|
Control Investments are defined by the Investment Company Act of 1940 (“1940 Act”) as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
|
(4)
|
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
|
(5)
|
Equity ownership may be held in shares or units of companies related to the portfolio companies.
|
(6)
|
Income producing through payment of dividends or distributions.
|
(7)
|
Non-Control/Non-Affiliate Investments are defined by the 1940 Act as investments that are neither Control Investments nor Affiliate Investments.
|
(8)
|
Principal includes accumulated PIK interest and is net of repayments.
|
Portfolio Company
|
|
Effective date
|
|
Cash interest
|
|
PIK interest
|
|
Reason
|
Olson + Co., Inc.
|
|
December 13, 2013
|
|
+ 0.25% on Term Loan & Revolver
|
|
|
|
Per loan amendment
|
Phoenix Brands Merger Sub LLC
|
|
November 21, 2013
|
|
+ 2.75% on Senior Term Loan, Revolver and Subordinated Term Loan
|
|
|
|
Per loan agreement
|
GSE Environmental, Inc.
|
|
November 1, 2013
|
|
+ 2.5% on Term Loan
|
|
|
|
Per loan amendment
|
TransTrade Operators, Inc.
|
|
October 1, 2013
|
|
- 11.0% on Term Loan
|
|
+ 11.0% on Term Loan
|
|
Per loan amendment
|
HealthDrive Corporation
|
|
October 1, 2013
|
|
- 4.0% on Term Loan A
- 6.0% on Term Loan B
|
|
+ 6.0% on Term Loan A
+ 7.0% on Term Loan B
|
|
Per loan amendment
|
Miche Bag, LLC
|
|
July 26, 2013
|
|
- 3.0% on Term Loan B
|
|
- 1.0% on Term Loan B
|
|
Per loan amendment
|
Ansira Partners, Inc.
|
|
June 30, 2013
|
|
- 0.5% on Term Loan & Revolver
|
|
|
|
Tier pricing per loan agreement
|
Drugtest, Inc.
|
|
June 27, 2013
|
|
- 1.5% on Term Loan A
- 0.75% on Term Loan B - 0.25% on Revolver |
|
- 0.5% on Term Loan B
|
|
Per loan amendment
|
The MedTech Group, Inc.
|
|
June 12, 2013
|
|
- 0.50% on Term Loan
|
|
|
|
Per loan amendment
|
Physicians Pharmacy Alliance, Inc.
|
|
April 1, 2013
|
|
+ 3.0% on Term Loan & Revolver
|
|
+ 1.0% on Term Loan
|
|
Per loan agreement
|
Discovery Practice Management, Inc.
|
|
April 1, 2013
|
|
- 1.0% on Term Loan A
- 1.0% on Revolver |
|
- 1.0% on Term Loan B
|
|
Tier pricing per loan agreement
|
Deltek, Inc.
|
|
February 1, 2013
|
|
- 1.0% on Revolver
|
|
|
|
Per loan amendment
|
JTC Education, Inc.
|
|
January 1, 2013
|
|
+ 0.25% on Term Loan
|
|
|
|
Per loan amendment
|
Mansell Group, Inc.
|
|
January 1, 2013
|
|
+ 2.0% on Term Loan A,
Term Loan B & Revolver
|
|
|
|
Per loan agreement
|
CCCG, LLC
|
|
November 15, 2012
|
|
+ 0.5% on Term Loan
|
|
+ 1.0% on Term Loan
|
|
Per loan amendment
|
Yeti Acquisition, LLC
|
|
October 1, 2012
|
|
– 1.0% on Term Loan A,
Term Loan B & Revolver
|
|
|
|
Tier pricing per loan
agreement
|
Ambath/Rebath Holdings, Inc.
|
|
April 1, 2012
|
|
– 2.0% on Term Loan A
– 4.5% on Term Loan B
|
|
+ 2.0% on Term Loan A
+ 4.5% on Term Loan B |
|
Per loan amendment
|
(10)
|
Investment has undrawn commitments and a negative cost basis as a result of unamortized fees. Unamortized fees are classified as unearned income which reduces cost basis.
|
(11)
|
Represents an unfunded commitment to fund limited partnership interest.
|
(12)
|
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act, in whole or in part.
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|||||
Control Investments (3)
|
|
|
|
|
|
|
|
|
||||||
Traffic Solutions Holdings, Inc.
|
|
Construction and engineering
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
|
|
$
|
14,494
|
|
|
$
|
14,480
|
|
|
$
|
14,499
|
|
LC Facility, 8.5% cash due 12/31/2016 (10)
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
||||
746,114 Series A Preferred Units
|
|
|
|
|
|
12,786
|
|
|
15,891
|
|
||||
746,114 Class A Common Stock Units
|
|
|
|
|
|
5,316
|
|
|
10,529
|
|
||||
|
|
|
|
|
|
32,577
|
|
|
40,919
|
|
||||
TransTrade Operators, Inc.
|
|
Air freight and logistics
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
|
|
|
|
13,660
|
|
|
13,660
|
|
|
13,524
|
|
|||
596.67 Series A Common Units in TransTrade Holding LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
3,033,333.33 Preferred Units in TransTrade Holding LLC
|
|
|
|
|
3,033
|
|
|
539
|
|
|||||
|
|
|
|
|
|
16,693
|
|
|
14,063
|
|
||||
HFG Holdings, LLC
|
|
Specialized finance
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
|
|
|
|
93,135
|
|
|
93,135
|
|
|
93,297
|
|
|||
860,000 Class A Units (12)
|
|
|
|
|
|
22,347
|
|
|
22,346
|
|
||||
|
|
|
|
|
|
115,482
|
|
|
115,643
|
|
||||
First Star Aviation, LLC
|
|
Airlines
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
|
|
|
|
19,211
|
|
|
19,211
|
|
|
19,211
|
|
|||
5,264,207 Common Units
|
|
|
|
|
|
5,264
|
|
|
5,264
|
|
||||
|
|
|
|
|
|
24,475
|
|
|
24,475
|
|
||||
Eagle Hospital Physicians, LLC (13)
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, 8% PIK due 8/1/2016
|
|
|
|
11,150
|
|
|
11,150
|
|
|
11,149
|
|
|||
First Lien Term Loan B, 8.1% PIK due 8/1/2016
|
|
|
|
3,041
|
|
|
3,041
|
|
|
3,050
|
|
|||
First Lien Revolver, 8% cash due 8/1/2016
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
4,100,000 Class A Common Units
|
|
|
|
|
|
4,100
|
|
|
6,203
|
|
||||
|
|
|
|
|
|
18,291
|
|
|
20,402
|
|
||||
Total Control Investments (15.7% of net assets)
|
|
|
|
|
|
$
|
207,518
|
|
|
$
|
215,502
|
|
||
Affiliate Investments (4)
|
|
|
|
|
|
|
|
|
||||||
Caregiver Services, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
1,080,399 shares of Series A Preferred Stock
|
|
|
|
|
|
$
|
1,080
|
|
|
$
|
3,256
|
|
||
|
|
|
|
|
|
1,080
|
|
|
3,256
|
|
||||
AmBath/ReBath Holdings, Inc. (9)
|
|
Home improvement retail
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
|
|
|
|
$
|
3,223
|
|
|
3,219
|
|
|
3,272
|
|
||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
|
|
|
|
25,515
|
|
|
25,508
|
|
|
25,317
|
|
|||
4,668,788 Shares of Preferred Stock
|
|
|
|
|
|
—
|
|
|
87
|
|
||||
|
|
|
|
|
|
28,727
|
|
|
28,676
|
|
||||
Total Affiliate Investments (2.3% of net assets)
|
|
|
|
|
|
$
|
29,807
|
|
|
$
|
31,932
|
|
||
Non-Control/Non-Affiliate Investments (7)
|
|
|
|
|
|
|
|
|
||||||
Fitness Edge, LLC
|
|
Leisure facilities
|
|
|
|
|
|
|
||||||
1,000 Common Units (6)
|
|
|
|
|
|
$
|
43
|
|
|
$
|
190
|
|
||
|
|
|
|
|
|
43
|
|
|
190
|
|
||||
Capital Equipment Group, Inc. (9)
|
|
Industrial machinery
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 12% cash 2.75% PIK due 12/27/2015
|
|
|
|
$
|
4,007
|
|
|
4,007
|
|
|
4,003
|
|
||
33,786 shares of Common Stock
|
|
|
|
|
|
345
|
|
|
1,206
|
|
||||
|
|
|
|
|
|
4,352
|
|
|
5,209
|
|
||||
Western Emulsions, Inc.
|
|
Construction materials
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 12.5% cash 2.5% PIK due 6/30/2014
|
|
|
|
7,200
|
|
|
7,170
|
|
|
7,297
|
|
|||
|
|
|
|
|
|
7,170
|
|
|
7,297
|
|
||||
HealthDrive Corporation (9)
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, 10% cash due 7/17/2014
|
|
|
|
4,151
|
|
|
4,148
|
|
|
4,213
|
|
|||
First Lien Term Loan B, 12% cash 1% PIK due 7/17/2014
|
|
|
|
10,573
|
|
|
10,573
|
|
|
10,497
|
|
|||
First Lien Revolver, 12% cash due 7/17/2014
|
|
|
|
2,266
|
|
|
2,266
|
|
|
2,266
|
|
|||
|
|
|
|
|
|
16,987
|
|
|
16,976
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
Cenegenics, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 9.75% cash due 9/30/2019
|
|
|
|
$
|
33,500
|
|
|
$
|
33,468
|
|
|
$
|
33,527
|
|
414,419 Common Units (6)
|
|
|
|
|
|
598
|
|
|
1,317
|
|
||||
|
|
|
|
|
|
34,066
|
|
|
34,844
|
|
||||
Riverlake Equity Partners II, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
1.78% limited partnership interest (6)(12)
|
|
|
|
|
|
362
|
|
|
325
|
|
||||
|
|
|
|
|
|
362
|
|
|
325
|
|
||||
Riverside Fund IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.34% limited partnership interest (6)(12)
|
|
|
|
|
|
713
|
|
|
658
|
|
||||
|
|
|
|
|
|
713
|
|
|
658
|
|
||||
Psilos Group Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
2.35% limited partnership interest (11)(12)
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Mansell Group, Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2015
|
|
|
|
6,551
|
|
|
6,498
|
|
|
6,616
|
|
|||
First Lien Term Loan B, LIBOR+9% (3% floor) cash 1.5% PIK due 4/30/2015
|
|
|
|
9,424
|
|
|
9,362
|
|
|
9,510
|
|
|||
First Lien Revolver, LIBOR+6% (3% floor) cash due 4/30/2015 (10)
|
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
15,847
|
|
|
16,126
|
|
||||
Enhanced Recovery Company, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
11,500
|
|
|
11,398
|
|
|
11,522
|
|
|||
First Lien Term Loan B, LIBOR+10% (2% floor) cash 1% PIK due 8/13/2015
|
|
|
|
16,013
|
|
|
15,913
|
|
|
15,999
|
|
|||
First Lien Revolver, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
500
|
|
|
463
|
|
|
500
|
|
|||
|
|
|
|
|
|
27,774
|
|
|
28,021
|
|
||||
Specialty Bakers LLC
|
|
Food distributors
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
3,720
|
|
|
3,596
|
|
|
3,721
|
|
|||
First Lien Term Loan B, LIBOR+11% (2.5% floor) cash due 9/15/2015
|
|
|
|
11,000
|
|
|
10,882
|
|
|
11,011
|
|
|||
First Lien Revolver, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
4,000
|
|
|
3,957
|
|
|
4,000
|
|
|||
|
|
|
|
|
|
18,435
|
|
|
18,732
|
|
||||
Welocalize, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
3,393,060 Common Units in RPWL Holdings, LLC
|
|
|
|
|
|
3,393
|
|
|
7,695
|
|
||||
|
|
|
|
|
|
3,393
|
|
|
7,695
|
|
||||
Miche Bag, LLC (9)
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
||||||
First Lien Term Loan B, LIBOR+10% (3% floor) 3% PIK due 12/7/2015
|
|
|
|
17,576
|
|
|
16,307
|
|
|
17,514
|
|
|||
First Lien Revolver, LIBOR+7% (3% floor) cash due 12/7/2015 (10)
|
|
|
|
|
|
(33
|
)
|
|
—
|
|
||||
10,371 Series A Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
1,037
|
|
|
419
|
|
||||
1,358.854 Series C Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
136
|
|
|
—
|
|
||||
19,417 Series A Common Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
146,289 Series D Common Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
1,463
|
|
|
—
|
|
||||
|
|
|
|
|
|
18,910
|
|
|
17,933
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
Bunker Hill Capital II (QP), LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.51% limited partnership interest (12)
|
|
|
|
|
|
$
|
214
|
|
|
$
|
121
|
|
||
|
|
|
|
|
|
214
|
|
|
121
|
|
||||
Drugtest, Inc. (9)
|
|
Human resources & employment services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7.5% (0.75% floor) cash due 6/27/2018
|
|
|
|
$
|
38,809
|
|
|
38,702
|
|
|
38,864
|
|
||
First Lien Term Loan B, LIBOR+10% (1% floor) 1.5% PIK due 6/27/2018
|
|
|
|
15,752
|
|
|
15,682
|
|
|
15,899
|
|
|||
First Lien Revolver, LIBOR+6% (1% floor) cash due 6/27/2018 (10)
|
|
|
|
|
|
(34
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
54,350
|
|
|
54,763
|
|
||||
Saddleback Fence and Vinyl Products, Inc. (9)
|
|
Building products
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 8% cash due 11/30/2013
|
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|||
First Lien Revolver, 8% cash due 11/30/2013
|
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|||
|
|
|
|
|
|
735
|
|
|
735
|
|
||||
Physicians Pharmacy Alliance, Inc. (9)
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+9% cash 1.5% PIK due 1/4/2016
|
|
|
|
11,435
|
|
|
11,266
|
|
|
11,399
|
|
|||
First Lien Revolver, LIBOR+6% cash due 1/4/2016 (10)
|
|
|
|
|
|
(20
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
11,246
|
|
|
11,399
|
|
||||
Cardon Healthcare Network, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
65,903 Class A Units
|
|
|
|
|
|
250
|
|
|
523
|
|
||||
|
|
|
|
|
|
250
|
|
|
523
|
|
||||
Phoenix Brands Merger Sub LLC (9)
|
|
Household products
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
5,518
|
|
|
5,432
|
|
|
5,423
|
|
|||
Subordinated Term Loan, 10% cash 3.875% PIK due 2/1/2017
|
|
|
|
21,610
|
|
|
21,323
|
|
|
20,842
|
|
|||
Senior Revolver, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
3,000
|
|
|
2,922
|
|
|
3,000
|
|
|||
|
|
|
|
|
|
29,677
|
|
|
29,265
|
|
||||
CCCG, LLC (9)
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8% (1.75% floor) cash 1% PIK due 12/29/2017
|
|
|
|
35,148
|
|
|
34,717
|
|
|
34,988
|
|
|||
First Lien Revolver, LIBOR+5.5% (1.75% floor) cash due 12/31/2014
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
34,717
|
|
|
34,988
|
|
||||
Maverick Healthcare Group, LLC
|
|
Healthcare equipment
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
9,950
|
|
|
9,950
|
|
|
9,956
|
|
|||
First Lien Term Loan B, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
38,900
|
|
|
38,546
|
|
|
38,838
|
|
|||
|
|
|
|
|
|
48,496
|
|
|
48,794
|
|
||||
Refac Optical Group (14)
|
|
Specialty stores
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7.5% cash due 9/30/2018
|
|
|
|
24,674
|
|
|
24,510
|
|
|
24,923
|
|
|||
First Lien Term Loan B, LIBOR+8.5% cash 1.75% PIK due 9/30/2018
|
|
|
|
32,932
|
|
|
32,639
|
|
|
33,205
|
|
|||
First Lien Term Loan C, 12% cash due 12/31/2014
|
|
|
|
10,000
|
|
|
10,000
|
|
|
10,013
|
|
|||
First Lien Revolver, LIBOR+7.5% cash due 9/30/2018 (10)
|
|
|
|
|
|
(69
|
)
|
|
—
|
|
||||
1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
|
|
|
|
|
|
1
|
|
|
—
|
|
||||
500.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
305
|
|
|
—
|
|
||||
1,000 Shares of Series A Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
999
|
|
|
884
|
|
||||
|
|
|
|
|
|
68,385
|
|
|
69,025
|
|
||||
GSE Environmental, Inc. (9)
|
|
Environmental & facilities services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/27/2016
|
|
|
|
8,812
|
|
|
8,755
|
|
|
8,113
|
|
|||
|
|
|
|
|
|
8,755
|
|
|
8,113
|
|
||||
Baird Capital Partners V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.40% limited partnership interest (12)
|
|
|
|
|
|
649
|
|
|
728
|
|
||||
|
|
|
|
|
|
649
|
|
|
728
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
Charter Brokerage, LLC
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+6.5% (1.5% floor) cash due 10/10/2016
|
|
|
|
$
|
28,914
|
|
|
$
|
28,828
|
|
|
$
|
29,462
|
|
Subordinated Term Loan, 11.75% cash 2% PIK due 10/10/2017
|
|
|
|
11,976
|
|
|
11,921
|
|
|
12,004
|
|
|||
Senior Revolver, LIBOR+6.5% (1.5% floor) cash due 10/10/2016 (10)
|
|
|
|
|
|
(40
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
40,709
|
|
|
41,466
|
|
||||
Stackpole Powertrain International Holding, L.P.
|
|
Auto parts & equipment
|
|
|
|
|
|
|
||||||
1,000 Common Units (12)
|
|
|
|
|
|
1,000
|
|
|
3,200
|
|
||||
|
|
|
|
|
|
1,000
|
|
|
3,200
|
|
||||
Discovery Practice Management, Inc. (9)
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7.5% cash due 8/8/2016
|
|
|
|
5,756
|
|
|
5,706
|
|
|
5,761
|
|
|||
First Lien Term Loan B, 12% cash 3% PIK due 8/8/2016
|
|
|
|
6,606
|
|
|
6,559
|
|
|
6,608
|
|
|||
First Lien Revolver, LIBOR+7% cash due 8/8/2016
|
|
|
|
3,000
|
|
|
2,977
|
|
|
3,000
|
|
|||
|
|
|
|
|
|
15,242
|
|
|
15,369
|
|
||||
CTM Group, Inc.
|
|
Leisure products
|
|
|
|
|
|
|
||||||
Subordinated Term Loan A, 11% cash 2% PIK due 2/10/2017
|
|
|
|
10,966
|
|
|
10,896
|
|
|
11,024
|
|
|||
Subordinated Term Loan B, 18.4% PIK due 2/10/2017
|
|
|
|
4,553
|
|
|
4,532
|
|
|
4,559
|
|
|||
|
|
|
|
|
|
15,428
|
|
|
15,583
|
|
||||
Milestone Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.86% limited partnership interest (6)(12)
|
|
|
|
|
|
586
|
|
|
638
|
|
||||
|
|
|
|
|
|
586
|
|
|
638
|
|
||||
Insight Pharmaceuticals LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+11.75% (1.5% floor) cash due 8/25/2017
|
|
|
|
13,517
|
|
|
13,439
|
|
|
13,607
|
|
|||
|
|
|
|
|
|
13,439
|
|
|
13,607
|
|
||||
National Spine and Pain Centers, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11% cash 1.6% PIK due 9/27/2017
|
|
|
|
29,263
|
|
|
29,084
|
|
|
29,535
|
|
|||
317,282.97 Class A Units
|
|
|
|
|
|
317
|
|
|
404
|
|
||||
|
|
|
|
|
|
29,401
|
|
|
29,939
|
|
||||
RCPDirect, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.91% limited partnership interest (6)(12)
|
|
|
|
|
|
476
|
|
|
569
|
|
||||
|
|
|
|
|
|
476
|
|
|
569
|
|
||||
The MedTech Group, Inc. (9)
|
|
Healthcare equipment
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+5.5% (1.25% floor) cash due 9/7/2016
|
|
|
|
12,448
|
|
|
12,379
|
|
|
12,454
|
|
|||
|
|
|
|
|
|
12,379
|
|
|
12,454
|
|
||||
Digi-Star Acquisition Holdings, Inc.
|
|
Industrial machinery
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12% cash 1.5% PIK due 11/18/2017
|
|
|
|
12,316
|
|
|
12,231
|
|
|
12,439
|
|
|||
264.37 Class A Preferred Units
|
|
|
|
|
|
264
|
|
|
304
|
|
||||
2,954.87 Class A Common Units
|
|
|
|
|
|
36
|
|
|
246
|
|
||||
|
|
|
|
|
|
12,531
|
|
|
12,989
|
|
||||
CPASS Acquisition Company
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+9% (1.5% floor) cash 1% PIK due 11/21/2016
|
|
|
|
8,069
|
|
|
8,005
|
|
|
8,166
|
|
|||
First Lien Revolver, LIBOR+9% (1.5% floor) cash due 11/21/2016 (10)
|
|
|
|
|
|
(12
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
7,993
|
|
|
8,166
|
|
||||
Genoa Healthcare Holdings, LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
8,775
|
|
|
8,775
|
|
|
8,797
|
|
|||
Subordinated Term Loan, 12% cash 2% PIK due 6/1/2017
|
|
|
|
12,973
|
|
|
12,890
|
|
|
13,206
|
|
|||
Senior Revolver, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
500,000 Preferred units (6)
|
|
|
|
|
|
261
|
|
|
275
|
|
||||
500,000 Class A Common Units
|
|
|
|
|
|
25
|
|
|
466
|
|
||||
|
|
|
|
|
|
21,951
|
|
|
22,744
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
ACON Equity Partners III, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.15% limited partnership interest (6)(12)
|
|
|
|
|
|
$
|
329
|
|
|
$
|
361
|
|
||
|
|
|
|
|
|
329
|
|
|
361
|
|
||||
CRGT, Inc.
|
|
IT consulting & other services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12.5% cash 3% PIK due 3/9/2018
|
|
|
|
$
|
26,741
|
|
|
26,553
|
|
|
27,445
|
|
||
|
|
|
|
|
|
26,553
|
|
|
27,445
|
|
||||
Riverside Fund V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.48% limited partnership interest (12)
|
|
|
|
|
|
288
|
|
|
239
|
|
||||
|
|
|
|
|
|
288
|
|
|
239
|
|
||||
World 50, Inc.
|
|
Research & consulting services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+6.25% (1.5% floor) cash due 3/30/2017
|
|
|
|
10,718
|
|
|
10,622
|
|
|
10,834
|
|
|||
First Lien Term Loan B, 12.5% cash due 3/30/2017
|
|
|
|
7,000
|
|
|
6,941
|
|
|
7,078
|
|
|||
Senior Revolver, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (10)
|
|
|
|
|
|
(42
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
17,521
|
|
|
17,912
|
|
||||
Nixon, Inc.
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 8.75% cash 2.75% PIK due 4/16/2018
|
|
|
|
9,551
|
|
|
9,476
|
|
|
9,791
|
|
|||
|
|
|
|
|
|
9,476
|
|
|
9,791
|
|
||||
JTC Education, Inc. (9)
|
|
Education services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 13% cash due 11/1/2017
|
|
|
|
14,500
|
|
|
14,415
|
|
|
14,503
|
|
|||
17,391 Shares of Series A-1 Preferred Stock
|
|
|
|
|
|
313
|
|
|
174
|
|
||||
17,391 Shares of Common Stock
|
|
|
|
|
|
187
|
|
|
—
|
|
||||
|
|
|
|
|
|
14,915
|
|
|
14,677
|
|
||||
BMC Acquisition, Inc.
|
|
Diversified financial services
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+5.5% (1% floor) cash due 5/1/2017
|
|
|
|
5,315
|
|
|
5,285
|
|
|
5,311
|
|
|||
Senior Revolver, LIBOR+5% (1% floor) cash due 5/1/2017 (10)
|
|
|
|
|
|
(7
|
)
|
|
—
|
|
||||
500 Series A Preferred Shares
|
|
|
|
|
|
500
|
|
|
534
|
|
||||
50,000 Common Shares
|
|
|
|
|
|
1
|
|
|
—
|
|
||||
|
|
|
|
|
|
5,779
|
|
|
5,845
|
|
||||
Ansira Partners, Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/4/2017
|
|
|
|
10,593
|
|
|
10,529
|
|
|
10,580
|
|
|||
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 5/4/2017 (10)
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||
250 Preferred Units & 250 Class A Common Units of Ansira Holdings, LLC
|
|
|
|
|
|
250
|
|
|
334
|
|
||||
|
|
|
|
|
|
10,773
|
|
|
10,914
|
|
||||
Edmentum, Inc.
|
|
Education services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9.75% (1.5% floor) cash due 5/17/2019
|
|
|
|
17,000
|
|
|
17,000
|
|
|
17,288
|
|
|||
|
|
|
|
|
|
17,000
|
|
|
17,288
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
||
I Drive Safely, LLC
|
|
Education services
|
|
|
|
|
|
|
|||||
First Lien Term Loan, LIBOR+8.5% (1.5% floor) cash due 5/25/2017
|
|
|
|
$
|
27,000
|
|
|
26,975
|
|
|
$
|
27,521
|
|
First Lien Revolver, LIBOR+6.5% (1.5% floor) cash due 5/25/2017 (10)
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
|||
75,000 Class A Common Units of IDS Investments, LLC
|
|
|
|
|
|
750
|
|
|
755
|
|
|||
|
|
|
|
|
|
27,720
|
|
|
28,276
|
|
|||
Yeti Acquisition, LLC (9)
|
|
Leisure products
|
|
|
|
|
|
|
|||||
First Lien Term Loan A, LIBOR+8% (1.25% floor) cash due 6/15/2017
|
|
|
|
18,345
|
|
|
18,317
|
|
|
18,523
|
|
||
First Lien Term Loan B, LIBOR+11.25% (1.25% floor) cash 1% PIK due 6/15/2017
|
|
|
|
12,000
|
|
|
11,988
|
|
|
12,089
|
|
||
First Lien Revolver, LIBOR+8% (1.25% floor) cash due 6/15/2017 (10)
|
|
|
|
|
|
(10
|
)
|
|
—
|
|
|||
1,500 Common Stock Units of Yeti Holdings, Inc.
|
|
|
|
|
|
1,500
|
|
|
3,755
|
|
|||
|
|
|
|
|
|
31,795
|
|
|
34,367
|
|
|||
Specialized Education Services, Inc.
|
|
Education services
|
|
|
|
|
|
|
|||||
Senior Term Loan, LIBOR+5.5% (1.5% floor) cash due 6/28/2017
|
|
|
|
8,988
|
|
|
8,988
|
|
|
9,056
|
|
||
Subordinated Term Loan, 11% cash 1.5% PIK due 6/28/2018
|
|
|
|
17,839
|
|
|
17,839
|
|
|
18,200
|
|
||
|
|
|
|
|
|
26,827
|
|
|
27,256
|
|
|||
PC Helps Support, LLC
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||||
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
|
|
|
|
18,804
|
|
|
18,804
|
|
|
18,989
|
|
||
675 Series A Preferred Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
675
|
|
|
674
|
|
|||
7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
75
|
|
|
—
|
|
|||
|
|
|
|
|
|
19,554
|
|
|
19,663
|
|
|||
Olson + Co., Inc.
|
|
Advertising
|
|
|
|
|
|
|
|||||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
12,853
|
|
|
12,853
|
|
|
12,853
|
|
||
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
12,853
|
|
|
12,853
|
|
|||
Beecken Petty O’Keefe Fund IV, L.P.
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||
0.5% limited partnership interest (11)(12)
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
Deltek, Inc. (9)
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 10/10/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,415
|
|
||
First Lien Revolver, LIBOR+4.75% (1.25% floor) cash due 10/10/2017
|
|
|
|
1,333
|
|
|
1,333
|
|
|
1,333
|
|
||
|
|
|
|
|
|
26,333
|
|
|
26,748
|
|
|||
First American Payment Systems, LP
|
|
Diversified support services
|
|
|
|
|
|
|
|||||
Second Lien Term Loan, LIBOR+9.5% (1.25% floor) cash due 4/12/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,130
|
|
||
First Lien Revolver, LIBOR+4.5% (1.25% floor) cash due 10/12/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
25,000
|
|
|
25,130
|
|
|||
Dexter Axle Company
|
|
Auto parts & equipment
|
|
|
|
|
|
|
|||||
Subordinated Term Loan, 11.25% cash 2% PIK due 11/1/2019
|
|
|
|
30,561
|
|
|
30,561
|
|
|
31,009
|
|
||
1,500 Common Shares in Dexter Axle Holding Company
|
|
|
|
|
|
1,500
|
|
|
1,795
|
|
|||
|
|
|
|
|
|
32,061
|
|
|
32,804
|
|
|||
IG Investments Holdings, LLC
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||||
Second Lien Term Loan, LIBOR+9% (1.25% floor) cash due 10/31/2020
|
|
|
|
10,000
|
|
|
10,000
|
|
|
10,059
|
|
||
|
|
|
|
|
|
10,000
|
|
|
10,059
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
SumTotal Systems, LLC
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9% (1.25% floor) cash due 5/16/2019
|
|
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
20,015
|
|
|
|
|
|
|
|
20,000
|
|
|
20,015
|
|
||||
Comprehensive Pharmacy Services, LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11.25% cash 1.5% PIK due 11/30/2019
|
|
|
|
14,148
|
|
|
14,148
|
|
|
14,401
|
|
|||
20,000 Common Shares in MCP CPS Group Holdings, Inc. (6)
|
|
|
|
|
|
2,000
|
|
|
2,036
|
|
||||
|
|
|
|
|
|
16,148
|
|
|
16,437
|
|
||||
Reliance Communications, LLC
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7% (1% floor) cash due 12/18/2017
|
|
|
|
21,774
|
|
|
21,769
|
|
|
21,898
|
|
|||
First Lien Term Loan B, LIBOR+11.5% (1% floor) cash due 12/18/2017
|
|
|
|
11,333
|
|
|
11,331
|
|
|
11,398
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 12/18/2017
|
|
|
|
2,250
|
|
|
2,249
|
|
|
2,250
|
|
|||
|
|
|
|
|
|
35,349
|
|
|
35,546
|
|
||||
Garretson Firm Resolution Group, Inc.
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5% (1.25% floor) cash due 12/20/2018
|
|
|
|
7,264
|
|
|
7,264
|
|
|
7,283
|
|
|||
Subordinated Term Loan, 11% cash 1.5% PIK due 6/20/2019
|
|
|
|
5,019
|
|
|
5,019
|
|
|
5,025
|
|
|||
First Lien Revolver, LIBOR+5% (1.25% floor) cash due 12/20/2017
|
|
|
|
1,250
|
|
|
1,250
|
|
|
1,250
|
|
|||
4,950,000 Preferred Units in GRG Holdings, LP
|
|
|
|
|
|
495
|
|
|
489
|
|
||||
50,000 Common Units in GRG Holdings, LP
|
|
|
|
|
|
5
|
|
|
—
|
|
||||
|
|
|
|
|
|
14,033
|
|
|
14,047
|
|
||||
Teaching Strategies, LLC
|
|
Education services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+6% (1.25% floor) cash due 12/21/2017
|
|
|
|
36,662
|
|
|
36,656
|
|
|
37,173
|
|
|||
First Lien Term Loan B, LIBOR+8.35% (1.25% floor) cash 3.15% PIK due 12/21/2017
|
|
|
|
19,605
|
|
|
19,603
|
|
|
19,888
|
|
|||
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 12/21/2017 (10)
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
56,258
|
|
|
57,061
|
|
||||
Omniplex World Services Corporation
|
|
Security & alarm services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12.25% cash 1.25% PIK due 12/21/2018
|
|
|
|
12,624
|
|
|
12,624
|
|
|
12,627
|
|
|||
500 Class A Common Units in Omniplex Holdings Corp.
|
|
|
|
|
|
500
|
|
|
477
|
|
||||
|
|
|
|
|
|
13,124
|
|
|
13,104
|
|
||||
Dominion Diagnostics, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11% cash 2% PIK due 12/21/2018
|
|
|
|
15,746
|
|
|
15,746
|
|
|
16,016
|
|
|||
|
|
|
|
|
|
15,746
|
|
|
16,016
|
|
||||
Affordable Care, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9.25% (1.25% floor) cash due 12/26/2019
|
|
|
|
21,500
|
|
|
21,500
|
|
|
21,957
|
|
|||
|
|
|
|
|
|
21,500
|
|
|
21,957
|
|
||||
Aderant North America, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 6/20/2019
|
|
|
|
7,000
|
|
|
7,000
|
|
|
7,067
|
|
|||
|
|
|
|
|
|
7,000
|
|
|
7,067
|
|
||||
AdVenture Interactive, Corp.
|
|
Advertising
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6.75% (1.25% floor) cash due 3/22/2018
|
|
|
|
112,575
|
|
|
112,555
|
|
|
112,760
|
|
|||
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 3/22/2018 (10)
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
||||
2,000 Preferred Units of AVI Holdings, L.P. (6)
|
|
|
|
|
|
2,000
|
|
|
2,123
|
|
||||
|
|
|
|
|
|
114,554
|
|
|
114,883
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
CoAdvantage Corporation
|
|
Human resources & employment services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11.5% cash 1.25% PIK due 12/31/2018
|
|
|
|
$
|
10,094
|
|
|
$
|
10,094
|
|
|
$
|
10,229
|
|
50,000 Class A Units in CIP CoAdvantage Investments LLC
|
|
|
|
|
|
500
|
|
|
400
|
|
||||
|
|
|
|
|
|
10,594
|
|
|
10,629
|
|
||||
EducationDynamics, LLC
|
|
Education services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12% cash 6% PIK due 1/16/2017
|
|
|
|
11,062
|
|
|
11,062
|
|
|
10,961
|
|
|||
|
|
|
|
|
|
11,062
|
|
|
10,961
|
|
||||
Vestcom International, Inc.
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 12/26/2018
|
|
|
|
9,950
|
|
|
9,950
|
|
|
10,010
|
|
|||
|
|
|
|
|
|
9,950
|
|
|
10,010
|
|
||||
Sterling Capital Partners IV, L.P.
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.20% limited partnership interest (6)(12)
|
|
|
|
|
|
472
|
|
|
517
|
|
||||
|
|
|
|
|
|
472
|
|
|
517
|
|
||||
Devicor Medical Products, Inc.
|
|
Healthcare equipment
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5% (2% floor) cash due 7/8/2015
|
|
|
|
9,619
|
|
|
9,619
|
|
|
9,618
|
|
|||
|
|
|
|
|
|
9,619
|
|
|
9,618
|
|
||||
RP Crown Parent, LLC
|
|
Application software
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+5.5% (1.25% floor) cash due 12/21/2017
|
|
|
|
1,000
|
|
|
379
|
|
|
1,000
|
|
|||
|
|
|
|
|
|
379
|
|
|
1,000
|
|
||||
SESAC Holdco II LLC
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 6/28/2019
|
|
|
|
4,000
|
|
|
4,000
|
|
|
4,097
|
|
|||
|
|
|
|
|
|
4,000
|
|
|
4,097
|
|
||||
Advanced Pain Management Holdings, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018
|
|
|
|
24,000
|
|
|
24,000
|
|
|
24,454
|
|
|||
|
|
|
|
|
|
24,000
|
|
|
24,454
|
|
||||
Rocket Software, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.75% (1.5% floor) cash due 2/8/2019
|
|
|
|
10,475
|
|
|
10,435
|
|
|
10,482
|
|
|||
|
|
|
|
|
|
10,435
|
|
|
10,482
|
|
||||
TravelClick, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 3/26/2018
|
|
|
|
15,000
|
|
|
15,000
|
|
|
15,106
|
|
|||
|
|
|
|
|
|
15,000
|
|
|
15,106
|
|
||||
ISG Services, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
95,000
|
|
|
94,972
|
|
|
95,111
|
|
|||
First Lien Revolver, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
4,000
|
|
|
3,997
|
|
|
4,000
|
|
|||
|
|
|
|
|
|
98,969
|
|
|
99,111
|
|
||||
Joerns Healthcare, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 9/28/2018
|
|
|
|
20,000
|
|
|
20,000
|
|
|
19,965
|
|
|||
|
|
|
|
|
|
20,000
|
|
|
19,965
|
|
||||
Pingora MSR Opportunity Fund I, LP
|
|
Thrift & mortgage finance
|
|
|
|
|
|
|
||||||
1.90% limited partnership interest (12)
|
|
|
|
|
|
208
|
|
|
139
|
|
||||
|
|
|
|
|
|
208
|
|
|
139
|
|
||||
Chicago Growth Partners III, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.50% limited partnership interest (11)(12)
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Credit Infonet, Inc.
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12.25% cash due 10/26/2018
|
|
|
|
13,250
|
|
|
13,250
|
|
|
13,285
|
|
|||
|
|
|
|
|
|
13,250
|
|
|
13,285
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
Harden Healthcare, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.5% (1.25% floor) cash due 5/1/2018
|
|
|
|
$
|
8,888
|
|
|
$
|
8,888
|
|
|
$
|
8,929
|
|
|
|
|
|
|
|
8,888
|
|
|
8,929
|
|
||||
H.D. Vest, Inc.
|
|
Specialized finance
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 6/18/2019
|
|
|
|
8,750
|
|
|
8,750
|
|
|
8,757
|
|
|||
|
|
|
|
|
|
8,750
|
|
|
8,757
|
|
||||
2Checkout.com, Inc.
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+5% cash due 6/26/2016
|
|
|
|
150
|
|
|
148
|
|
|
150
|
|
|||
|
|
|
|
|
|
148
|
|
|
150
|
|
||||
Meritas Schools Holdings, LLC
|
|
Education services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 6/25/2019
|
|
|
|
12,968
|
|
|
12,968
|
|
|
12,973
|
|
|||
|
|
|
|
|
|
12,968
|
|
|
12,973
|
|
||||
Personable Holdings, Inc.
|
|
Other diversified financial services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
11,109
|
|
|
11,109
|
|
|
11,109
|
|
|||
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
11,109
|
|
|
11,109
|
|
||||
Ikaria Acquisition, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan B, LIBOR+6% (1.25% floor) cash due 7/3/2018
|
|
|
|
9,875
|
|
|
9,875
|
|
|
9,875
|
|
|||
Second Lien Term Loan, LIBOR+9.75% (1.25% floor) cash due 7/3/2019
|
|
|
8,000
|
|
|
8,000
|
|
|
8,000
|
|
||||
|
|
|
|
|
|
17,875
|
|
|
17,875
|
|
||||
Blue Coat Systems, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 6/28/2020
|
|
|
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
|||
|
|
|
|
|
|
10,000
|
|
|
10,000
|
|
||||
Royal Adhesives and Sealants, LLC
|
|
Specialty chemicals
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 1/31/2019
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
||||
|
|
|
|
|
|
20,000
|
|
|
20,000
|
|
||||
Bracket Holding Corp.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 2/15/2020
|
|
|
|
32,000
|
|
|
32,000
|
|
|
32,000
|
|
|||
50,000 Common Units in AB Group Holdings, LP
|
|
|
|
|
|
500
|
|
|
500
|
|
||||
|
|
|
|
|
|
32,500
|
|
|
32,500
|
|
||||
Digital Insight Corporation
|
|
Other diversified financial services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+4.25% (1.25% floor) cash due 8/1/2019
|
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|||
Second Lien Term Loan, LIBOR+8.25% (1.25% floor) cash due 8/1/2020
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
||||
|
|
|
|
|
|
25,000
|
|
|
25,000
|
|
||||
Salus CLO 2012-1, Ltd.
|
|
Asset management & custody banks
|
|
|
|
|
|
|
||||||
Class F Deferrable Notes - A, LIBOR+11.5% cash due 3/5/2021 (12)
|
|
|
|
7,500
|
|
|
7,500
|
|
|
7,500
|
|
|||
Class F Deferrable Notes - B, LIBOR+10.85% cash due 3/5/2021 (12)
|
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|||
|
|
|
|
|
|
29,500
|
|
|
29,500
|
|
||||
HealthEdge Software, Inc.
|
|
Application software
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 12% cash due 9/30/2018
|
|
|
|
12,500
|
|
|
12,500
|
|
|
12,500
|
|
|||
|
|
|
|
|
|
12,500
|
|
|
12,500
|
|
||||
Total Non-Control/Non-Affiliate Investments (120.2% of net assets)
|
|
|
|
|
|
$
|
1,622,326
|
|
|
$
|
1,645,612
|
|
||
Total Portfolio Investments (138.3% of net assets)
|
|
|
|
|
|
$
|
1,859,651
|
|
|
$
|
1,893,046
|
|
(1)
|
All debt investments are income producing unless otherwise noted. Equity is non-income producing unless otherwise noted.
|
(2)
|
See Note 3 to the Consolidated Financial Statements for portfolio composition by geographic region.
|
(3)
|
Control Investments are defined by the Investment Company Act of 1940 (“1940 Act”) as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
|
(4)
|
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
|
(5)
|
Equity ownership may be held in shares or units of companies related to the portfolio companies.
|
(6)
|
Income producing through payment of dividends or distributions.
|
(7)
|
Non-Control/Non-Affiliate Investments are defined by the 1940 Act as investments that are neither Control Investments nor Affiliate Investments.
|
(8)
|
Principal includes accumulated PIK interest and is net of repayments.
|
Portfolio Company
|
|
Effective date
|
|
Cash interest
|
|
PIK interest
|
|
Reason
|
Phoenix Brands Merger Sub LLC
|
|
July 31, 2013
|
|
+ 2.25% on Senior Term Loan
+ 2.25% on Revolver + 0.75% on Subordinated Term Loan |
|
|
|
Per loan agreement
|
GSE Environmental, Inc.
|
|
July 30, 2013
|
|
+ 2.0% on Term Loan
|
|
|
|
Per loan amendment
|
Miche Bag, LLC
|
|
July 26, 2013
|
|
- 3.0% on Term Loan B
|
|
- 1.0% on Term Loan B
|
|
Per loan amendment
|
Ansira Partners, Inc.
|
|
June 30, 2013
|
|
- 0.5% on Term Loan & Revolver
|
|
|
|
Tier pricing per loan agreement
|
Drugtest, Inc.
|
|
June 27, 2013
|
|
- 1.5% on Term Loan A
- 0.75% on Term Loan B - 0.25% on Revolver |
|
- 0.5% on Term Loan B
|
|
Per loan amendment
|
The MedTech Group, Inc.
|
|
June 12, 2013
|
|
- 0.50% on Term Loan
|
|
|
|
Per loan amendment
|
Physicians Pharmacy Alliance, Inc.
|
|
April 1, 2013
|
|
+ 3.0% on Term Loan & Revolver
|
|
+ 1.0% on Term Loan
|
|
Per loan agreement
|
Discovery Practice Management, Inc.
|
|
April 1, 2013
|
|
- 1.0% on Term Loan A
- 1.0% on Revolver |
|
- 1.0% on Term Loan B
|
|
Tier pricing per loan agreement
|
Deltek, Inc.
|
|
February 1, 2013
|
|
- 1.0% on Revolver
|
|
|
|
Per loan amendment
|
HealthDrive Corporation
|
|
January 1, 2013
|
|
+ 2.0% on Term Loan A
|
|
+ 1.0% on Term Loan B
|
|
Per loan amendment
|
JTC Education, Inc.
|
|
January 1, 2013
|
|
+ 0.25% on Term Loan
|
|
|
|
Per loan amendment
|
Mansell Group, Inc.
|
|
January 1, 2013
|
|
+ 2.0% on Term Loan A,
Term Loan B & Revolver
|
|
|
|
Per loan agreement
|
Saddleback Fence & Vinyl Products, Inc.
|
|
December 1, 2012
|
|
+ 4.0% on Term Loan
+ 4.0% on Revolver |
|
|
|
Per loan amendment
|
Capital Equipment Group, Inc.
|
|
November 30, 2012
|
|
|
|
- 1.25% on Term Loan
|
|
Per loan amendment
|
CCCG, LLC
|
|
November 15, 2012
|
|
+ 0.5% on Term Loan
|
|
+ 1.0% on Term Loan
|
|
Per loan amendment
|
Yeti Acquisition, LLC
|
|
October 1, 2012
|
|
- 1.0% on Term Loan A,
Term Loan B & Revolver
|
|
|
|
Tier pricing per loan
agreement
|
Ambath/Rebath Holdings, Inc.
|
|
April 1, 2012
|
|
- 2.0% on Term Loan A
- 4.5% on Term Loan B
|
|
+ 2.0% on Term Loan A
+ 4.5% on Term Loan B |
|
Per loan amendment
|
(10)
|
Investment has undrawn commitments and a negative cost basis as a result of unamortized fees. Unamortized fees are classified as unearned income which reduces cost basis.
|
(11)
|
Represents an unfunded commitment to fund limited partnership interest.
|
(12)
|
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act, in whole or in part.
|
(13)
|
Eagle Hospital Physicians, LLC, is the successor entity to Eagle Hospital Physicians, Inc. and was formed as part of the restructuring process.
|
(14)
|
Prior to fiscal year end, the Company closed on a $33.4 million incremental investment in Refac Optical Group that had not yet settled as of September 30, 2013. As such, this amount was recorded in "Payables from unsettled transactions" in the Statement of Assets and Liabilities
.
|
Date
|
|
Transaction
|
|
Shares
|
|
Offering
price
|
|
|
|
Gross
proceeds
|
||||
June 17, 2008
|
|
Initial public offering
|
|
10,000,000
|
|
|
$
|
14.12
|
|
|
|
|
141.2 million
|
|
July 21, 2009
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
9,487,500
|
|
|
9.25
|
|
|
|
|
87.8 million
|
||
September 25, 2009
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
5,520,000
|
|
|
10.5
|
|
|
|
|
58.0 million
|
||
January 27, 2010
|
|
Follow-on public offering
|
|
7,000,000
|
|
|
11.2
|
|
|
|
|
78.4 million
|
||
February 25, 2010
|
|
Underwriters’ partial exercise of over-allotment option
|
|
300,500
|
|
|
11.2
|
|
|
|
|
3.4 million
|
||
June 21, 2010
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
9,200,000
|
|
|
11.5
|
|
|
|
|
105.8 million
|
||
December 2010
|
|
At-the-Market offering
|
|
429,110
|
|
|
11.87
|
|
|
(1
|
)
|
|
5.1 million
|
|
February 4, 2011
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
11,500,000
|
|
|
12.65
|
|
|
|
|
145.5 million
|
||
June 24, 2011
|
|
Follow-on public offering (including underwriters’ partial exercise of over-allotment option)
|
|
5,558,469
|
|
|
11.72
|
|
|
|
|
65.1 million
|
||
January 26, 2012
|
|
Follow-on public offering
|
|
10,000,000
|
|
|
10.07
|
|
|
|
|
100.7 million
|
||
September 14, 2012
|
|
Follow-on public offering (including underwriters’ partial exercise of over-allotment option)
|
|
8,451,486
|
|
|
10.79
|
|
|
|
|
91.2 million
|
||
December 7, 2012
|
|
Follow-on public offering
|
|
14,000,000
|
|
|
10.68
|
|
|
|
|
149.5 million
|
||
December 14, 2012
|
|
Underwriters’ partial exercise of over-allotment option
|
|
725,000
|
|
|
10.68
|
|
|
|
|
7.7 million
|
||
April 15, 2013
|
|
Follow-on public offering
|
|
13,500,000
|
|
|
10.85
|
|
|
|
|
146.5 million
|
||
April 26, 2013
|
|
Underwriters’ partial exercise of over-allotment option
|
|
935,253
|
|
|
10.85
|
|
|
|
|
10.1 million
|
||
September 26, 2013
|
|
Follow-on public offering (including underwriters’ partial exercise of over-allotment option)
|
|
17,643,000
|
|
|
10.31
|
|
|
|
|
181.9 million
|
Rate Fix Date
|
|
Debenture
Amount
|
|
Fixed
Interest
Rate
|
|
SBA
Annual
Charge
|
|
||||
September 2010
|
|
$
|
73,000
|
|
|
3.215
|
%
|
|
0.285
|
%
|
|
March 2011
|
|
65,300
|
|
|
4.084
|
|
|
0.285
|
|
|
|
September 2011
|
|
11,700
|
|
|
2.877
|
|
|
0.285
|
|
|
•
|
Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
•
|
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
|
•
|
Level 3 — Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
|
•
|
The quarterly valuation process begins with each portfolio company or investment being initially valued by the Company’s finance department;
|
•
|
Separately, independent valuation firms are engaged by the Board of Directors to prepare preliminary valuations on a selected basis and submit the reports to the Company;
|
•
|
The finance department compares and contrasts its preliminary valuations to the preliminary valuations of the independent valuation firms;
|
•
|
The finance department prepares a valuation report for the Audit Committee of the Board of Directors;
|
•
|
The Audit Committee of the Board of Directors is apprised of the preliminary valuations of the independent valuation firms;
|
•
|
The Audit Committee of the Board of Directors reviews the preliminary valuations with the portfolio managers of the Investment Adviser, and the finance department responds and supplements the preliminary valuations to reflect any comments provided by the Audit Committee;
|
•
|
The Audit Committee of the Board of Directors makes a recommendation to the Board of Directors regarding the fair value of the investments in the Company’s portfolio; and
|
•
|
The Board of Directors discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith.
|
|
December 31, 2013
|
|
September 30, 2013
|
|
||||||||||||
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
|
||||||||
Investments in debt securities
|
$
|
2,249,767
|
|
|
$
|
2,261,742
|
|
|
$
|
1,779,201
|
|
|
$
|
1,793,463
|
|
|
Investments in equity securities
|
99,268
|
|
|
114,970
|
|
|
80,450
|
|
|
99,583
|
|
|
||||
Total
|
$
|
2,349,035
|
|
|
$
|
2,376,712
|
|
|
$
|
1,859,651
|
|
|
$
|
1,893,046
|
|
|
|
December 31, 2013
|
|
|
September 30, 2013
|
|
|
||||||||||
|
Fair Value
|
|
% of
Debt Portfolio
|
|
|
Fair Value
|
|
% of
Debt Portfolio
|
|
|
||||||
Fixed rate debt securities
|
$
|
629,984
|
|
|
27.85
|
%
|
|
|
$
|
584,876
|
|
|
32.61
|
%
|
|
|
Floating rate debt securities
|
1,631,758
|
|
|
72.15
|
|
|
|
1,208,587
|
|
|
67.39
|
%
|
|
|
||
Total
|
$
|
2,261,742
|
|
|
100.00
|
%
|
|
|
$
|
1,793,463
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||
Investments in debt securities (senior secured)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,928,209
|
|
|
$
|
1,928,209
|
|
|
Investments in debt securities (subordinated)
|
—
|
|
|
—
|
|
|
304,033
|
|
|
304,033
|
|
|
||||
Investments in debt securities (Collateralized loan obligation, or CLO)
|
—
|
|
|
—
|
|
|
29,500
|
|
|
29,500
|
|
|
||||
Investments in equity securities (preferred)
|
—
|
|
|
—
|
|
|
25,952
|
|
|
25,952
|
|
|
||||
Investments in equity securities (common)
|
—
|
|
|
—
|
|
|
89,018
|
|
|
89,018
|
|
|
||||
Total investments at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,376,712
|
|
|
$
|
2,376,712
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||
Investments in debt securities (senior secured)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,467,665
|
|
|
$
|
1,467,665
|
|
|
Investments in debt securities (subordinated)
|
—
|
|
|
—
|
|
|
296,298
|
|
|
296,298
|
|
|
||||
Investments in debt securities (CLO)
|
—
|
|
|
—
|
|
|
29,500
|
|
|
29,500
|
|
|
||||
Investments in equity securities (preferred)
|
—
|
|
|
—
|
|
|
25,648
|
|
|
25,648
|
|
|
||||
Investments in equity securities (common)
|
—
|
|
|
—
|
|
|
73,935
|
|
|
73,935
|
|
|
||||
Total investments at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,893,046
|
|
|
$
|
1,893,046
|
|
|
|
Senior Secured Debt
|
|
Subordinated
Debt
|
|
CLO Debt
|
|
Preferred
Equity
|
|
Common
Equity
|
|
Total
|
||||||||||||
Fair value as of September 30, 2013
|
$
|
1,467,665
|
|
|
$
|
296,298
|
|
|
$
|
29,500
|
|
|
$
|
25,648
|
|
|
$
|
73,935
|
|
|
$
|
1,893,046
|
|
New investments & net revolver activity
|
609,340
|
|
|
21,746
|
|
|
—
|
|
|
1,533
|
|
|
17,524
|
|
|
650,143
|
|
||||||
Redemptions/repayments
|
(148,528
|
)
|
|
(13,756
|
)
|
|
—
|
|
|
(150
|
)
|
|
(2,695
|
)
|
|
(165,129
|
)
|
||||||
Net accrual of PIK interest income
|
1,459
|
|
|
(493
|
)
|
|
—
|
|
|
406
|
|
|
—
|
|
|
1,372
|
|
||||||
Accretion of original issue discount
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
||||||
Net change in unearned income
|
1
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157
|
|
||||||
Net unrealized depreciation
|
(2,213
|
)
|
|
(74
|
)
|
|
—
|
|
|
(1,485
|
)
|
|
(1,946
|
)
|
|
(5,718
|
)
|
||||||
Unrealized adjustments due to deal exits
|
321
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
2,200
|
|
|
2,677
|
|
||||||
Transfer into (out of) Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value as of December 31, 2013
|
$
|
1,928,209
|
|
|
$
|
304,033
|
|
|
$
|
29,500
|
|
|
$
|
25,952
|
|
|
$
|
89,018
|
|
|
$
|
2,376,712
|
|
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2013 and reported within net unrealized appreciation (depreciation) on investments in the Consolidated Statement of Operations for the three months ended December 31, 2013
|
$
|
(1,892
|
)
|
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
(1,485
|
)
|
|
$
|
254
|
|
|
$
|
(3,041
|
)
|
|
|
Senior Secured Debt
|
|
Subordinated
Debt
|
|
CLO Debt
|
|
Preferred
Equity
|
|
Common
Equity
|
|
Total
|
||||||||||||
Fair value as of September 30, 2012
|
|
$
|
1,035,750
|
|
|
$
|
205,447
|
|
|
$
|
—
|
|
|
$
|
24,240
|
|
|
$
|
22,671
|
|
|
$
|
1,288,108
|
|
New investments & net revolver activity
|
|
301,836
|
|
|
91,243
|
|
|
—
|
|
|
670
|
|
|
5,059
|
|
|
398,808
|
|
||||||
Redemptions/repayments
|
|
(103,179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103,179
|
)
|
||||||
Net accrual of PIK interest income
|
|
2,098
|
|
|
1,109
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
3,407
|
|
||||||
Accretion of original issue discount
|
|
132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132
|
|
||||||
Net change in unearned income
|
|
1,549
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,635
|
|
||||||
Net unrealized appreciation (depreciation)
|
|
(14,630
|
)
|
|
678
|
|
|
—
|
|
|
802
|
|
|
3,811
|
|
|
(9,339
|
)
|
||||||
Unrealized adjustments due to deal exits
|
|
876
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
876
|
|
||||||
Transfer into (out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value as of December 31, 2012
|
|
$
|
1,224,432
|
|
|
$
|
298,563
|
|
|
$
|
—
|
|
|
$
|
25,912
|
|
|
$
|
31,541
|
|
|
$
|
1,580,448
|
|
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at December 31, 2012 and reported within net unrealized appreciation (depreciation) on investments in the Consolidated Statement of Operations for the three months ended December 31, 2012
|
|
$
|
(13,754
|
)
|
|
$
|
678
|
|
|
$
|
—
|
|
|
$
|
802
|
|
|
$
|
3,811
|
|
|
$
|
(8,463
|
)
|
Asset
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
|
Weighted
Average (c)
|
|||||
Senior secured debt
|
|
$
|
1,928,209
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
0.0%
|
-
|
2.0%
|
|
0.5%
|
|
|
|
|
|
|
Tranche specific risk premium/(discount)
|
|
(a)
|
(4.0)%
|
-
|
13.9%
|
|
2.2%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.1%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.1)%
|
-
|
2.7%
|
|
0.2%
|
||
Subordinated debt
|
|
304,033
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
|
|
|
|
|
|
|
Tranche specific risk premium
|
|
(a)
|
1.0%
|
-
|
11.0%
|
|
4.7%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.0%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.0)%
|
-
|
1.2%
|
|
0.0%
|
||
CLO debt
|
|
29,500
|
|
|
Bond yield approach
|
|
Credit spread
|
|
|
11.3%
|
-
|
11.8%
|
|
11.6%
|
|
|
|
|
|
|
|
Discount rate
|
|
|
13.5%
|
-
|
14.0%
|
|
13.8%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Preferred & common equity
|
|
114,970
|
|
|
Market and income approach
|
|
Weighted average cost of capital
|
|
|
16.0%
|
-
|
31.0%
|
|
19.1%
|
|
|
|
|
|
|
|
Company specific risk premium
|
|
(a)
|
1.0%
|
-
|
15.0%
|
|
2.4%
|
||
|
|
|
|
|
|
Revenue growth rate
|
|
|
2.3%
|
-
|
50.2%
|
|
3.0%
|
||
|
|
|
|
|
|
EBITDA multiple
|
|
(b)
|
5.4x
|
-
|
49.8x
|
|
8.5x
|
||
|
|
|
|
|
|
Revenue multiple
|
|
(b)
|
4.1x
|
-
|
5.3x
|
|
4.7x
|
||
|
|
|
|
|
|
Book value multiple
|
|
(b)
|
0.9x
|
-
|
1.1x
|
|
1.0x
|
||
Total
|
|
$
|
2,376,712
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Used when market participant would take into account this premium or discount when pricing the investment.
|
(b)
|
Used when market participant would use such multiples when pricing the investment.
|
(c)
|
Weighted averages are calculated based on fair value of investments.
|
Asset
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
|
Weighted
Average (d)
|
|||||
Senior secured debt
|
|
$
|
1,467,665
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
0.0%
|
-
|
2.0%
|
|
0.5%
|
|
|
|
|
|
|
Tranche specific risk premium/(discount)
|
|
(a)
|
(4.0)%
|
-
|
13.0%
|
|
2.0%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.1%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.1)%
|
-
|
3.3%
|
|
0.3%
|
||
Subordinated debt
|
|
296,298
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
|
|
|
|
|
|
|
Tranche specific risk premium
|
|
(a)
|
1.0%
|
-
|
11.0%
|
|
4.7%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.1%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.0)%
|
-
|
1.4%
|
|
0.0%
|
||
CLO debt
|
|
29,500
|
|
(c)
|
Recent market transaction
|
|
Market yield
|
|
|
11.4%
|
|
11.4%
|
|
11.4%
|
|
Preferred & common equity
|
|
99,583
|
|
|
Market and income approach
|
|
Weighted average cost of capital
|
|
|
11.0%
|
-
|
31.0%
|
|
17.4%
|
|
|
|
|
|
|
|
Company specific risk premium
|
|
(a)
|
1.0%
|
-
|
15.0%
|
|
2.4%
|
||
|
|
|
|
|
|
Revenue growth rate
|
|
|
0.6%
|
-
|
81.9%
|
|
8.4%
|
||
|
|
|
|
|
|
EBITDA multiple
|
|
(b)
|
5.4x
|
-
|
15.3x
|
|
7.4x
|
||
|
|
|
|
|
|
Revenue multiple
|
|
(b)
|
4.1x
|
|
5.3x
|
|
4.7x
|
||
|
|
|
|
|
|
Book value multiple
|
|
(b)
|
0.9x
|
|
1.1x
|
|
1.0x
|
||
Total
|
|
$
|
1,893,046
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Used when market participant would take into account this premium or discount when pricing the investment.
|
(b)
|
Used when market participant would use such multiples when pricing the investment.
|
(c)
|
The Company's $29.5 million CLO debt investment in Salus CLO 2012-1, Ltd. was valued at its acquisition price as it closed near fiscal year end.
|
(d)
|
Weighted averages are calculated based on fair value of investments.
|
|
Carrying
Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Credit facilities payable
|
$
|
564,228
|
|
|
$
|
564,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
564,228
|
|
SBA debentures payable
|
210,750
|
|
|
163,724
|
|
|
—
|
|
|
—
|
|
|
163,724
|
|
|||||
Unsecured convertible notes payable
|
115,000
|
|
|
122,619
|
|
|
—
|
|
|
—
|
|
|
122,619
|
|
|||||
Unsecured notes payable
|
161,250
|
|
|
138,653
|
|
|
—
|
|
|
138,653
|
|
|
—
|
|
|||||
Total
|
$
|
1,051,228
|
|
|
$
|
989,224
|
|
|
$
|
—
|
|
|
$
|
138,653
|
|
|
$
|
850,571
|
|
|
December 31, 2013
|
|
September 30, 2013
|
||||
Drugtest, Inc.
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Snap Fitness Holdings, Inc.
|
20,000
|
|
|
—
|
|
||
BMC Software Finance, Inc.
|
15,000
|
|
|
—
|
|
||
RP Crown Parent, LLC
|
10,000
|
|
|
9,000
|
|
||
Deltek, Inc.
|
10,000
|
|
|
8,667
|
|
||
P2 Upstream Acquisition Co.
|
10,000
|
|
|
—
|
|
||
First Choice ER, LLC (1)
|
10,000
|
|
|
—
|
|
||
Pingora MSR Opportunity Fund I, LP (limited partnership interest)
|
9,792
|
|
|
9,792
|
|
||
InMotion Entertainment Group, LLC
|
9,335
|
|
|
—
|
|
||
Yeti Acquisition, LLC
|
7,500
|
|
|
7,500
|
|
||
ISG Services, LLC
|
6,000
|
|
|
6,000
|
|
||
Thing5, LLC
|
6,000
|
|
|
—
|
|
||
Med-Data, Incorporated
|
6,000
|
|
|
—
|
|
||
I Drive Safely, LLC
|
5,000
|
|
|
5,000
|
|
||
HealthEdge Software, Inc.
|
5,000
|
|
|
5,000
|
|
||
Adventure Interactive, Corp.
|
5,000
|
|
|
5,000
|
|
||
Reliance Communications, LLC
|
5,000
|
|
|
2,750
|
|
||
All Web Leads, Inc.
|
5,000
|
|
|
—
|
|
||
Discovery Practice Management, Inc.
|
4,989
|
|
|
1,000
|
|
||
First American Payment Systems, LP
|
4,767
|
|
|
5,000
|
|
||
Teaching Strategies, LLC
|
4,000
|
|
|
5,000
|
|
||
World 50, Inc.
|
4,000
|
|
|
4,000
|
|
||
Refac Optical Group
|
3,600
|
|
|
8,000
|
|
||
Enhanced Recovery Company LLC
|
3,500
|
|
|
3,500
|
|
||
Phoenix Brands Merger Sub LLC
|
3,429
|
|
|
3,429
|
|
||
Personable Holdings, Inc.
|
3,409
|
|
|
3,409
|
|
||
Charter Brokerage, LLC
|
2,933
|
|
|
4,000
|
|
||
OmniSYS Acquisition Corporation
|
2,500
|
|
|
—
|
|
||
CPASS Acquisition Company
|
2,250
|
|
|
2,500
|
|
||
Mansell Group, Inc.
|
2,000
|
|
|
2,000
|
|
||
Physicians Pharmacy Alliance, Inc.
|
2,000
|
|
|
2,000
|
|
||
Chicago Growth Partners III, LP (limited partnership interest)
|
2,000
|
|
|
2,000
|
|
||
Moelis Capital Partners Opportunity Fund I-B, LP (limited partnership interest)
|
2,000
|
|
|
—
|
|
||
Tailwind Capital Partners, LP (limited partnership interest)
|
2,000
|
|
|
—
|
|
||
Specialty Bakers, LLC
|
2,000
|
|
|
—
|
|
||
Beecken Petty O'Keefe Fund IV, LP (limited partnership interest)
|
1,789
|
|
|
2,000
|
|
||
SPC Partners V, LP (limited partnership interest)
|
1,723
|
|
|
—
|
|
||
Riverside Fund V, LP (limited partnership interest)
|
1,582
|
|
|
1,712
|
|
||
Olson + Co., Inc.
|
1,554
|
|
|
2,105
|
|
||
Sterling Capital Partners IV, LP (limited partnership interest)
|
1,540
|
|
|
1,528
|
|
||
CCCG, LLC
|
1,520
|
|
|
1,520
|
|
||
Miche Bag, LLC
|
1,500
|
|
|
1,500
|
|
||
2Checkout.com, Inc.
|
1,350
|
|
|
2,850
|
|
||
Milestone Partners IV, LP (limited partnership interest)
|
1,291
|
|
|
1,414
|
|
||
BMC Acquisition, Inc.
|
1,250
|
|
|
1,250
|
|
||
Ansira Partners, Inc.
|
1,190
|
|
|
1,190
|
|
||
Psilos Group Partners IV, LP (limited partnership interest)
|
1,000
|
|
|
1,000
|
|
||
Genoa Healthcare Holdings, LLC
|
1,000
|
|
|
1,000
|
|
||
Eagle Hospital Physicians, Inc.
|
933
|
|
|
1,867
|
|
||
HealthDrive Corporation
|
734
|
|
|
734
|
|
||
ACON Equity Partners III, LP (limited partnership interest)
|
664
|
|
|
671
|
|
||
Bunker Hill Capital II (QP), LP (limited partnership interest)
|
639
|
|
|
786
|
|
Riverlake Equity Partners II, LP (limited partnership interest)
|
564
|
|
|
638
|
|
||
Garretson Firm Resolution Group, Inc.
|
538
|
|
|
—
|
|
||
TransTrade Operators, Inc.
|
500
|
|
|
—
|
|
||
RCP Direct, LP (limited partnership interest)
|
359
|
|
|
524
|
|
||
Baird Capital Partners V, LP (limited partnership interest)
|
351
|
|
|
351
|
|
||
Riverside Fund IV, LP (limited partnership interest)
|
287
|
|
|
287
|
|
||
Total
|
$
|
239,862
|
|
|
$
|
149,474
|
|
|
December 31, 2013
|
|
|
September 30, 2013
|
|
||||||||||
Cost:
|
|
|
|
|
|
|
|
|
|
||||||
Senior secured debt
|
$
|
1,919,466
|
|
|
81.71
|
%
|
|
|
$
|
1,456,710
|
|
|
78.33
|
%
|
|
Subordinated debt
|
300,801
|
|
|
12.81
|
%
|
|
|
292,991
|
|
|
15.76
|
%
|
|
||
CLO debt
|
29,500
|
|
|
1.26
|
|
|
|
29,500
|
|
|
1.59
|
|
|
||
Purchased equity
|
89,629
|
|
|
3.82
|
|
|
|
71,835
|
|
|
3.86
|
|
|
||
Equity grants
|
4,222
|
|
|
0.18
|
|
|
|
4,316
|
|
|
0.23
|
|
|
||
Limited partnership interests
|
5,417
|
|
|
0.22
|
|
|
|
4,299
|
|
|
0.23
|
|
|
||
Total
|
$
|
2,349,035
|
|
|
100.00
|
%
|
|
|
$
|
1,859,651
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||
Senior secured debt
|
$
|
1,928,209
|
|
|
81.13
|
%
|
|
|
$
|
1,467,665
|
|
|
77.53
|
%
|
|
Subordinated debt
|
304,033
|
|
|
12.79
|
%
|
|
|
296,298
|
|
|
15.65
|
%
|
|
||
CLO debt
|
29,500
|
|
|
1.24
|
|
|
|
29,500
|
|
|
1.56
|
|
|
||
Purchased equity
|
104,287
|
|
|
4.39
|
|
|
|
89,688
|
|
|
4.74
|
|
|
||
Equity grants
|
5,644
|
|
|
0.24
|
|
|
|
5,599
|
|
|
0.30
|
|
|
||
Limited partnership interests
|
5,039
|
|
|
0.21
|
|
|
|
4,296
|
|
|
0.22
|
|
|
||
Total
|
$
|
2,376,712
|
|
|
100.00
|
%
|
|
|
$
|
1,893,046
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
September 30, 2013
|
|
||||||||||
Cost:
|
|
|
|
|
|
|
|
|
|
||||||
Northeast U.S.
|
$
|
850,228
|
|
|
36.19
|
%
|
|
|
$
|
744,582
|
|
|
40.04
|
%
|
|
Southeast U.S.
|
391,308
|
|
|
16.66
|
|
|
|
277,342
|
|
|
14.91
|
|
|
||
Midwest U.S.
|
439,874
|
|
|
18.73
|
|
|
|
314,653
|
|
|
16.92
|
|
|
||
Southwest U.S.
|
436,970
|
|
|
18.60
|
|
|
|
279,369
|
|
|
15.02
|
|
|
||
West U.S.
|
230,655
|
|
|
9.82
|
|
|
|
242,705
|
|
|
13.05
|
|
|
||
Canada
|
—
|
|
|
—
|
|
|
|
1,000
|
|
|
0.06
|
|
|
||
Total
|
$
|
2,349,035
|
|
|
100.00
|
%
|
|
|
$
|
1,859,651
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||
Northeast U.S.
|
$
|
858,200
|
|
|
36.11
|
%
|
|
|
$
|
753,263
|
|
|
39.79
|
%
|
|
Southeast U.S.
|
400,025
|
|
|
16.83
|
|
|
|
285,648
|
|
|
15.09
|
|
|
||
Midwest U.S.
|
441,787
|
|
|
18.59
|
|
|
|
317,958
|
|
|
16.80
|
|
|
||
Southwest U.S.
|
436,681
|
|
|
18.37
|
|
|
|
280,247
|
|
|
14.80
|
|
|
||
West U.S.
|
240,019
|
|
|
10.10
|
|
|
|
252,730
|
|
|
13.35
|
|
|
||
Canada
|
—
|
|
|
—
|
|
|
|
3,200
|
|
|
0.17
|
|
|
||
Total
|
$
|
2,376,712
|
|
|
100.00
|
%
|
|
|
$
|
1,893,046
|
|
|
100.00
|
%
|
|
|
December 31, 2013
|
|
|
September 30, 2013
|
|
||||||||||
Cost:
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare services
|
$
|
390,971
|
|
|
16.64
|
|
%
|
|
$
|
266,823
|
|
|
14.35
|
|
%
|
Diversified support services
|
243,657
|
|
|
10.37
|
|
|
|
170,174
|
|
|
9.15
|
|
|
||
Education services
|
212,332
|
|
|
9.04
|
|
|
|
166,750
|
|
|
8.97
|
|
|
||
Advertising
|
184,400
|
|
|
7.85
|
|
|
|
154,026
|
|
|
8.28
|
|
|
||
Specialized finance
|
125,184
|
|
|
5.33
|
|
|
|
124,232
|
|
|
6.68
|
|
|
||
Internet software & services
|
116,842
|
|
|
4.97
|
|
|
|
109,170
|
|
|
5.87
|
|
|
||
IT consulting & other services
|
95,395
|
|
|
4.06
|
|
|
|
82,440
|
|
|
4.43
|
|
|
||
Leisure facilities
|
81,951
|
|
|
3.49
|
|
|
|
43
|
|
|
—
|
|
|
||
Oil & gas equipment services
|
76,400
|
|
|
3.25
|
|
|
|
75,426
|
|
|
4.06
|
|
|
||
Data processing & outsourced services
|
70,138
|
|
|
2.99
|
|
|
|
23,200
|
|
|
1.25
|
|
|
||
Healthcare equipment
|
70,102
|
|
|
2.98
|
|
|
|
70,494
|
|
|
3.79
|
|
|
||
Specialty stores
|
69,860
|
|
|
2.97
|
|
|
|
68,386
|
|
|
3.68
|
|
|
||
Human resources & employment services
|
64,488
|
|
|
2.75
|
|
|
|
64,944
|
|
|
3.49
|
|
|
||
Industrial machinery
|
58,093
|
|
|
2.47
|
|
|
|
16,883
|
|
|
0.91
|
|
|
||
Pharmaceuticals
|
51,557
|
|
|
2.19
|
|
|
|
51,538
|
|
|
2.77
|
|
|
||
Airlines
|
43,967
|
|
|
1.87
|
|
|
|
24,475
|
|
|
1.32
|
|
|
||
Apparel, accessories & luxury goods
|
43,327
|
|
|
1.84
|
|
|
|
28,385
|
|
|
1.53
|
|
|
||
Consumer electronics
|
36,750
|
|
|
1.56
|
|
|
|
—
|
|
|
—
|
|
|
||
Construction and engineering
|
33,102
|
|
|
1.41
|
|
|
|
32,577
|
|
|
1.75
|
|
|
||
Auto parts & equipment
|
32,217
|
|
|
1.37
|
|
|
|
33,061
|
|
|
1.78
|
|
|
||
Leisure products
|
31,569
|
|
|
1.34
|
|
|
|
47,222
|
|
|
2.54
|
|
|
||
Household products
|
29,608
|
|
|
1.26
|
|
|
|
29,677
|
|
|
1.60
|
|
|
||
Asset management & custody banks
|
29,500
|
|
|
1.26
|
|
|
|
29,500
|
|
|
1.59
|
|
|
||
Home improvement retail
|
28,716
|
|
|
1.22
|
|
|
|
28,726
|
|
|
1.54
|
|
|
||
Air freight and logistics
|
18,271
|
|
|
0.78
|
|
|
|
16,693
|
|
|
0.9
|
|
|
||
Research & consulting services
|
17,359
|
|
|
0.74
|
|
|
|
17,521
|
|
|
0.94
|
|
|
||
Other diversified financial services
|
16,655
|
|
|
0.71
|
|
|
|
41,888
|
|
|
2.25
|
|
|
||
Food distributors
|
15,897
|
|
|
0.68
|
|
|
|
18,435
|
|
|
0.99
|
|
|
||
Specialty chemicals
|
13,500
|
|
|
0.57
|
|
|
|
20,000
|
|
|
1.08
|
|
|
||
Security & alarm services
|
13,164
|
|
|
0.56
|
|
|
|
13,124
|
|
|
0.71
|
|
|
||
Healthcare technology
|
13,000
|
|
|
0.55
|
|
|
|
—
|
|
|
—
|
|
|
||
Application software
|
11,917
|
|
|
0.51
|
|
|
|
12,879
|
|
|
0.69
|
|
|
||
Multi-sector holdings
|
5,208
|
|
|
0.25
|
|
|
|
4,091
|
|
|
0.2
|
|
|
||
Environmental & facilities services
|
3,730
|
|
|
0.16
|
|
|
|
8,755
|
|
|
0.47
|
|
|
||
Thrift & mortgage finance
|
208
|
|
|
0.01
|
|
|
|
208
|
|
|
0.01
|
|
|
||
Construction materials
|
—
|
|
|
—
|
|
|
|
7,170
|
|
|
0.39
|
|
|
||
Building products
|
—
|
|
|
—
|
|
|
|
735
|
|
|
0.04
|
|
|
||
Total
|
$
|
2,349,035
|
|
|
100.00
|
|
%
|
|
$
|
1,859,651
|
|
|
100.00
|
|
%
|
|
December 31, 2013
|
|
|
September 30, 2013
|
|
||||||||||
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare services
|
$
|
397,947
|
|
|
16.74
|
|
%
|
|
$
|
273,880
|
|
|
14.47
|
|
%
|
Diversified support services
|
244,731
|
|
|
10.30
|
|
|
|
171,078
|
|
|
9.04
|
|
|
||
Education services
|
213,927
|
|
|
9.00
|
|
|
|
168,492
|
|
|
8.90
|
|
|
||
Advertising
|
184,202
|
|
|
7.75
|
|
|
|
154,777
|
|
|
8.18
|
|
|
||
Specialized finance
|
125,782
|
|
|
5.29
|
|
|
|
124,400
|
|
|
6.57
|
|
|
||
Internet software & services
|
121,294
|
|
|
5.10
|
|
|
|
114,077
|
|
|
6.03
|
|
|
||
IT consulting & other services
|
96,685
|
|
|
4.07
|
|
|
|
83,916
|
|
|
4.43
|
|
|
||
Leisure facilities
|
82,215
|
|
|
3.46
|
|
|
|
190
|
|
|
0.01
|
|
|
||
Oil & gas equipment services
|
76,633
|
|
|
3.22
|
|
|
|
76,454
|
|
|
4.04
|
|
|
||
Data processing & outsourced services
|
70,540
|
|
|
2.97
|
|
|
|
23,295
|
|
|
1.23
|
|
|
||
Healthcare equipment
|
70,462
|
|
|
2.96
|
|
|
|
70,866
|
|
|
3.74
|
|
|
||
Specialty stores
|
70,105
|
|
|
2.95
|
|
|
|
69,024
|
|
|
3.65
|
|
|
||
Human resources & employment services
|
65,090
|
|
|
2.74
|
|
|
|
65,391
|
|
|
3.45
|
|
|
||
Industrial machinery
|
58,682
|
|
|
2.47
|
|
|
|
18,197
|
|
|
0.96
|
|
|
||
Pharmaceuticals
|
53,249
|
|
|
2.24
|
|
|
|
52,787
|
|
|
2.79
|
|
|
||
Airlines
|
44,957
|
|
|
1.89
|
|
|
|
24,475
|
|
|
1.29
|
|
|
||
Apparel, accessories & luxury goods
|
41,796
|
|
|
1.76
|
|
|
|
27,724
|
|
|
1.46
|
|
|
||
Construction and engineering
|
41,521
|
|
|
1.75
|
|
|
|
40,919
|
|
|
2.16
|
|
|
||
Consumer electronics
|
36,788
|
|
|
1.55
|
|
|
|
—
|
|
|
0.00
|
|
|
||
Leisure products
|
33,663
|
|
|
1.42
|
|
|
|
49,952
|
|
|
2.64
|
|
|
||
Auto parts & equipment
|
32,882
|
|
|
1.38
|
|
|
|
36,004
|
|
|
1.90
|
|
|
||
Asset management & custody banks
|
29,500
|
|
|
1.24
|
|
|
|
29,500
|
|
|
1.56
|
|
|
||
Home improvement retail
|
29,128
|
|
|
1.23
|
|
|
|
28,677
|
|
|
1.51
|
|
|
||
Household products
|
29,120
|
|
|
1.23
|
|
|
|
29,264
|
|
|
1.55
|
|
|
||
Research & consulting services
|
17,812
|
|
|
0.75
|
|
|
|
17,912
|
|
|
0.95
|
|
|
||
Other diversified financial services
|
16,745
|
|
|
0.70
|
|
|
|
41,954
|
|
|
2.22
|
|
|
||
Food distributors
|
16,136
|
|
|
0.68
|
|
|
|
18,732
|
|
|
0.99
|
|
|
||
Air freight & logistics
|
14,706
|
|
|
0.62
|
|
|
|
14,063
|
|
|
0.74
|
|
|
||
Specialty chemicals
|
13,498
|
|
|
0.57
|
|
|
|
20,000
|
|
|
1.06
|
|
|
||
Security & alarm services
|
13,194
|
|
|
0.56
|
|
|
|
13,104
|
|
|
0.69
|
|
|
||
Healthcare technology
|
13,000
|
|
|
0.55
|
|
|
|
—
|
|
|
—
|
|
|
||
Application software
|
12,509
|
|
|
0.53
|
|
|
|
13,500
|
|
|
0.71
|
|
|
||
Multi-sector holdings
|
4,911
|
|
|
0.19
|
|
|
|
4,158
|
|
|
0.21
|
|
|
||
Environmental & facilities services
|
3,175
|
|
|
0.13
|
|
|
|
8,113
|
|
|
0.43
|
|
|
||
Thrift & mortgage finance
|
127
|
|
|
0.01
|
|
|
|
139
|
|
|
0.01
|
|
|
||
Construction materials
|
—
|
|
|
—
|
|
|
|
7,297
|
|
|
0.39
|
|
|
||
Building products
|
—
|
|
|
—
|
|
|
|
735
|
|
|
0.04
|
|
|
||
Total
|
$
|
2,376,712
|
|
|
100.00
|
|
%
|
|
$
|
1,893,046
|
|
|
100.00
|
|
%
|
|
|
Three months
ended December 31, 2013 |
|
Three months
ended December 31, 2012 |
|
||||
Earnings per common share — basic:
|
|
|
|
|
|
||||
Net increase in net assets resulting from operations
|
|
$
|
33,706
|
|
|
$
|
17,843
|
|
|
Weighted average common shares outstanding — basic
|
|
139,126
|
|
|
94,889
|
|
|
||
Earnings per common share — basic
|
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
Earnings per common share — diluted:
|
|
|
|
|
|
||||
Net increase in net assets resulting from operations, before adjustments
|
|
$
|
33,706
|
|
|
$
|
17,843
|
|
|
Adjustments for interest on convertible notes, base management fees and incentive fees
|
|
1,364
|
|
|
1,349
|
|
|
||
Net increase in net assets resulting from operations, as adjusted
|
|
35,070
|
|
|
19,192
|
|
|
||
Weighted average common shares outstanding — basic
|
|
139,126
|
|
|
94,889
|
|
|
||
Adjustments for dilutive effect of convertible notes
|
|
7,790
|
|
|
7,790
|
|
|
||
Weighted average common shares outstanding — diluted
|
|
146,916
|
|
|
102,679
|
|
|
||
Earnings per common share — diluted
|
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount
per Share
|
|
Cash
Distribution
|
|
DRIP Shares
Issued
|
|
|
|
DRIP Shares
Value
|
||
August 6, 2012
|
|
October 15, 2012
|
|
October 31, 2012
|
|
$ 0.0958
|
|
|
$ 8.2 million
|
|
51,754
|
|
|
|
|
$ 0.5 million
|
August 6, 2012
|
|
November 15, 2012
|
|
November 30, 2012
|
|
0.0958
|
|
|
8.2 million
|
|
53,335
|
|
|
|
|
0.5 million
|
August 6, 2012
|
|
December 14, 2012
|
|
December 28, 2012
|
|
0.0958
|
|
|
9.5 million
|
|
64,680
|
|
|
|
|
0.6 million
|
August 6, 2012
|
|
January 15, 2013
|
|
January 31, 2013
|
|
0.0958
|
|
|
9.5 million
|
|
61,782
|
|
|
|
|
0.6 million
|
August 6, 2012
|
|
February 15, 2013
|
|
February 28, 2013
|
|
0.0958
|
|
|
9.1 million
|
|
103,356
|
|
|
|
|
1.0 million
|
January 14, 2013
|
|
March 15, 2013
|
|
March 29, 2013
|
|
0.0958
|
|
|
9.1 million
|
|
100,802
|
|
|
|
|
1.1 million
|
January 14, 2013
|
|
April 15, 2013
|
|
April 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
111,167
|
|
|
|
|
1.2 million
|
January 14, 2013
|
|
May 15, 2013
|
|
May 31, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
127,152
|
|
|
|
|
1.3 million
|
May 6, 2013
|
|
June 14, 2013
|
|
June 28, 2013
|
|
0.0958
|
|
|
10.5 million
|
|
112,821
|
|
|
|
|
1.1 million
|
May 6, 2013
|
|
July 15, 2013
|
|
July 31, 2013
|
|
0.0958
|
|
|
10.2 million
|
|
130,944
|
|
|
|
|
1.3 million
|
May 6, 2013
|
|
August 15, 2013
|
|
August 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
136,052
|
|
|
|
|
1.3 million
|
August 5, 2013
|
|
September 13, 2013
|
|
September 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
135,027
|
|
|
|
|
1.3 million
|
August 5, 2013
|
|
October 15, 2013
|
|
October 31, 2013
|
|
0.0958
|
|
|
11.9 million
|
|
142,320
|
|
|
|
|
1.4 million
|
August 5, 2013
|
|
November 15, 2013
|
|
November 29, 2013
|
|
0.0958
|
|
|
12.0 million
|
|
145,063
|
|
|
(1)
|
|
1.4 million
|
November 21, 2013
|
|
December 13, 2013
|
|
December 30, 2013
|
|
0.05
|
|
|
6.3 million
|
|
69,291
|
|
|
(1)
|
|
0.6 million
|
|
Three months
ended December 31, 2013 |
|
Three months
ended December 31, 2012 |
||||
PIK balance at beginning of period
|
$
|
23,934
|
|
|
$
|
18,431
|
|
Gross PIK interest accrued
|
5,613
|
|
|
4,145
|
|
||
PIK income reserves(1)
|
—
|
|
|
(424
|
)
|
||
PIK interest received in cash
|
(4,226
|
)
|
|
(313
|
)
|
||
Loan exits and other PIK adjustments
|
(421
|
)
|
|
(5,020
|
)
|
||
PIK balance at end of period
|
$
|
24,900
|
|
|
$
|
16,819
|
|
|
December 31, 2013
|
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
||||||||||||||||||||||||||||||||||||||||
|
Cost
|
|
% of Debt Portfolio
|
|
|
Fair
Value
|
|
% of Debt Portfolio
|
|
|
Cost
|
|
% of Debt Portfolio
|
|
|
Fair
Value
|
|
|
% of Debt Portfolio
|
|
|
Cost
|
|
% of Debt Portfolio
|
|
|
Fair
Value
|
|
% of Debt Portfolio
|
|
||||||||||||||||||
Accrual
|
$
|
2,249,767
|
|
|
100.00
|
%
|
|
|
$
|
2,261,742
|
|
|
100.00
|
%
|
|
|
$
|
1,779,201
|
|
|
100.00
|
%
|
|
|
$
|
1,793,463
|
|
|
|
100.00
|
%
|
|
|
$
|
1,503,811
|
|
|
98.79
|
%
|
|
|
$
|
1,521,923
|
|
|
99.93
|
%
|
|
PIK non-accrual
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,427
|
|
|
1.21
|
|
|
|
1,072
|
|
|
0.07
|
|
|
||||||
Cash non-accrual(1)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Total
|
$
|
2,249,767
|
|
|
100.00
|
%
|
|
|
$
|
2,261,742
|
|
|
100.00
|
%
|
|
|
$
|
1,779,201
|
|
|
100.00
|
%
|
|
|
$
|
1,793,463
|
|
|
|
100.00
|
%
|
|
|
$
|
1,522,238
|
|
|
100.00
|
%
|
|
|
$
|
1,522,995
|
|
|
100.00
|
%
|
|
|
December 31, 2013
|
|
September 30, 2013
|
|
December 31, 2012
|
||
Coll Materials Group LLC (1)
|
—
|
|
|
—
|
|
|
PIK non-accrual
|
Trans-Trade, Inc. - Term Loan B (1)
|
—
|
|
|
—
|
|
|
PIK non-accrual
|
|
|
Three months
ended December 31, 2013 |
|
|
Three months
ended December 31, 2012 |
|
||||
Cash interest income
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
PIK interest income
|
|
|
—
|
|
|
|
|
424
|
|
|
OID income
|
|
|
—
|
|
|
|
|
—
|
|
|
Total
|
|
$
|
—
|
|
|
|
$
|
424
|
|
|
Net increase in net assets resulting from operations
|
|
|
$
|
33,706
|
|
Net unrealized depreciation on investments
|
|
|
5,718
|
|
|
Book/tax difference due to deferred loan fees
|
|
|
(1,282
|
)
|
|
Book/tax difference due to organizational and deferred offering costs
|
|
|
(22
|
)
|
|
Book/tax difference due to capital losses not recognized
|
|
|
(3,206
|
)
|
|
Other book/tax differences
|
|
|
(96
|
)
|
|
Taxable/Distributable Income (1)
|
|
|
$
|
34,818
|
|
•
|
In October and December 2013, the Company received payments of $3.2 million from Stackpole Powertrain International Holding, L.P. related to the sale of its equity investment. A realized gain of $2.2 million was recorded on this transaction;
|
•
|
In October 2013, the Company received a payment of $8.9 million from Harden Healthcare, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction;
|
•
|
In October 2013, the Company received a payment of $4.0 million from Capital Equipment Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction. The Company also received an additional $0.9 million in connection with the sale of its common equity investment, realizing a gain of $0.6 million;
|
•
|
In November 2013, the Company received a payment of $10.0 million from IG Investments Holdings, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
|
•
|
In November 2013, the Company received a payment of $15.7 million from CTM Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
|
•
|
In December 2013, the Company received a payment of $0.4 million in connection with the exit of its debt investment in Saddleback Fence and Vinyl Products, Inc. A realized loss of $0.3 million was recorded on this transaction;
|
•
|
In December 2013, the Company received a payment of $7.2 million from Western Emulsions, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction; and
|
•
|
During the three months ended
December 31, 2013
, the Company received payments of $108.9 million in connection with sales of debt investments in the open market and recorded a net realized gain of $0.5 million.
|
•
|
In October 2012, the Company received a payment of $4.2 million from Rail Acquisition Corp. in full satisfaction of all obligations related to the revolving loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, the Company received a payment of $5.4 million from Bojangles in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, the Company received a payment of $21.9 million from Blue Coat Systems, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, the Company received a payment of $9.9 million from Insight Pharmaceuticals LLC in full satisfaction of all obligations related to the first lien loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2012, the Company received a payment of $8.5 million from SolutionSet, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction; and
|
•
|
During the three months ended
December 31, 2012
, the Company received payments of $33.7 million in connection with partial sales of debt investments in the open market and recorded a net realized gain of $0.6 million.
|
•
|
No incentive fee is payable to the Investment Adviser in any fiscal quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the “preferred return” or “hurdle”);
|
•
|
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 or equal to 2.5% in any fiscal quarter (10% annualized) is payable to the Investment Adviser. The Company refers to this portion of its Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) as the “catch-up.” The “catch-up” provision is intended to provide the Investment Adviser with an incentive fee of 20% on all of the Company's Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company's Pre-Incentive Fee Net Investment Income exceeds 2.5% in any fiscal quarter; and
|
•
|
20% of the amount of the Company's Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any fiscal quarter (10% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved (20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Investment Adviser).
|
|
|
Three months
ended December 31, 2013 |
|
Three months
ended December 31, 2012 |
|
||||
Net asset value at beginning of period
|
|
$
|
9.85
|
|
|
$
|
9.92
|
|
|
Net investment income
|
|
0.26
|
|
|
0.28
|
|
|
||
Net unrealized depreciation on investments
|
|
(0.04
|
)
|
|
(0.10
|
)
|
|
||
Net realized gains on investments
|
|
0.02
|
|
|
0.01
|
|
|
||
Distributions of ordinary income
|
|
(0.24
|
)
|
|
(0.29
|
)
|
|
||
Issuance of common stock
|
|
—
|
|
|
0.06
|
|
|
||
Net asset value at end of period
|
|
$
|
9.85
|
|
|
$
|
9.88
|
|
|
Per share market value at beginning of period
|
|
$
|
10.29
|
|
|
$
|
10.98
|
|
|
Per share market value at end of period
|
|
$
|
9.25
|
|
|
$
|
10.42
|
|
|
Total return(1)
|
|
(7.81
|
)%
|
|
(2.39
|
)%
|
|
||
Common shares outstanding at beginning of period
|
|
139,041
|
|
|
91,048
|
|
|
||
Common shares outstanding at end of period
|
|
139,138
|
|
|
105,943
|
|
|
||
Net assets at beginning of period
|
|
$
|
1,368,872
|
|
|
$
|
903,570
|
|
|
Net assets at end of period
|
|
$
|
1,369,968
|
|
|
$
|
1,046,879
|
|
|
Average net assets(2)
|
|
$
|
1,373,035
|
|
|
$
|
942,058
|
|
|
Ratio of net investment income to average net assets(3)
|
|
10.47
|
%
|
|
11.18
|
%
|
|
||
Ratio of total expenses to average net assets
|
|
10.15
|
%
|
|
10.62
|
%
|
|
||
Ratio of portfolio turnover to average investments at fair value
|
|
2.38
|
%
|
|
4.24
|
%
|
|
||
Weighted average outstanding debt(4)
|
|
$
|
829,393
|
|
|
$
|
483,709
|
|
|
Average debt per share
|
|
$
|
5.96
|
|
|
$
|
5.10
|
|
|
(1)
|
Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company's dividend reinvestment plan. Total return is not annualized during interim periods.
|
(2)
|
Calculated based upon the weighted average net assets for the period.
|
(3)
|
Interim periods are annualized.
|
(4)
|
Calculated based upon the weighted average of loans payable for the period.
|
Portfolio Company/Type of Investment(1)
|
|
Amount of
Interest,
Fees or
Dividends
Credited in
Income(2)
|
|
Fair Value
at October 1,
2013
|
|
Gross
Additions(3)
|
|
Gross
Reductions(4)
|
|
Fair Value
at December 31,
2013
|
||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Traffic Solutions Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
$
|
693
|
|
|
$
|
14,499
|
|
|
$
|
267
|
|
|
$
|
(131
|
)
|
|
$
|
14,635
|
|
LC Facility, 8.5% cash due 12/31/2016
|
|
86
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||||
746,114 Series A Preferred Units
|
|
406
|
|
|
15,891
|
|
|
406
|
|
|
—
|
|
|
16,297
|
|
|||||
746,114 Common Stock Units
|
|
—
|
|
|
10,529
|
|
|
60
|
|
|
—
|
|
|
10,589
|
|
|||||
TransTrade Operators, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
|
|
511
|
|
|
13,524
|
|
|
513
|
|
|
(16
|
)
|
|
14,021
|
|
|||||
First Lien Revolver, 8% cash due 5/31/2016
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
596.67 Series A Common Units in TransTrade Holding LLC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
3,033,333.33 Preferred Units in TransTrade Holding LLC
|
|
—
|
|
|
539
|
|
|
1,083
|
|
|
(937
|
)
|
|
685
|
|
|||||
HFG Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
|
|
2,380
|
|
|
93,297
|
|
|
952
|
|
|
(62
|
)
|
|
94,187
|
|
|||||
860,000 Class A Units
|
|
—
|
|
|
22,346
|
|
|
436
|
|
|
—
|
|
|
22,782
|
|
|||||
First Star Aviation, LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
|
|
1,012
|
|
|
19,211
|
|
|
15,100
|
|
|
(411
|
)
|
|
33,900
|
|
|||||
10,104,401 Common Units
|
|
—
|
|
|
5,264
|
|
|
5,793
|
|
|
—
|
|
|
11,057
|
|
|||||
Eagle Hospital Physicians, LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, 8% PIK due 8/1/2016
|
|
230
|
|
|
11,149
|
|
|
229
|
|
|
(34
|
)
|
|
11,344
|
|
|||||
First Lien Term Loan B, 8.1% PIK due 8/1/2016
|
|
63
|
|
|
3,050
|
|
|
63
|
|
|
(10
|
)
|
|
3,103
|
|
|||||
First Lien Revolver, 8% cash due 8/1/2016
|
|
12
|
|
|
—
|
|
|
936
|
|
|
(4
|
)
|
|
932
|
|
|||||
4,100,000 Class A Common Units
|
|
—
|
|
|
6,203
|
|
|
—
|
|
|
(40
|
)
|
|
6,163
|
|
|||||
Total Control Investments
|
|
$
|
5,394
|
|
|
$
|
215,502
|
|
|
$
|
25,840
|
|
|
$
|
(1,647
|
)
|
|
$
|
239,695
|
|
Affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Caregiver Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
|
|
203
|
|
|
—
|
|
|
9,173
|
|
|
(158
|
)
|
|
9,015
|
|
|||||
1,080,399 shares of Series A Preferred Stock
|
|
—
|
|
|
3,256
|
|
|
313
|
|
|
—
|
|
|
3,569
|
|
|||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
|
|
77
|
|
|
3,272
|
|
|
25
|
|
|
(350
|
)
|
|
2,947
|
|
|||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
|
|
991
|
|
|
25,317
|
|
|
348
|
|
|
—
|
|
|
25,665
|
|
|||||
4,668,788 shares of Preferred Stock
|
|
—
|
|
|
87
|
|
|
429
|
|
|
—
|
|
|
516
|
|
|||||
Total Affiliate Investments
|
|
$
|
1,271
|
|
|
$
|
31,932
|
|
|
$
|
10,288
|
|
|
$
|
(508
|
)
|
|
$
|
41,712
|
|
Total Control & Affiliate Investments
|
|
$
|
6,665
|
|
|
$
|
247,434
|
|
|
$
|
36,128
|
|
|
$
|
(2,155
|
)
|
|
$
|
281,407
|
|
(1)
|
The principal amount and ownership detail as shown in the Consolidated Schedules of Investments.
|
(2)
|
Represents the total amount of interest, fees and dividends credited to income for the portion of the year an investment was included in the Control or Non-Control/Non-Affiliate categories, respectively.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on Investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
|
(4)
|
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
|
Portfolio Company/Type of Investment(1)
|
|
Amount of
Interest,
Fees or
Dividends
Credited in
Income(2)
|
|
Fair Value
at October 1,
2012
|
|
Gross
Additions(3)
|
|
Gross
Reductions(4)
|
|
Fair Value
at December 31,
2012
|
||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Coll Materials Group LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Lien Term Loan A, 12% cash due 11/1/2014
|
|
$
|
—
|
|
|
$
|
1,238
|
|
|
$
|
—
|
|
|
$
|
(1,238
|
)
|
|
$
|
—
|
|
Second Lien Term Loan B, 14% PIK due 11/1/2014
|
|
—
|
|
|
1,999
|
|
|
—
|
|
|
(927
|
)
|
|
1,072
|
|
|||||
50% interest in CD HOLDCO, LLC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Traffic Solutions Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, LIBOR+8.5% (1.25% floor) cash due 8/10/2015
|
|
447
|
|
|
15,023
|
|
|
119
|
|
|
(517
|
)
|
|
14,625
|
|
|||||
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
546
|
|
|
14,068
|
|
|
151
|
|
|
—
|
|
|
14,219
|
|
|||||
First Lien Revolver, LIBOR+8.5% (1.25% floor) cash due 8/10/2015
|
|
12
|
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
|||||
LC Facility, 8.5% cash due 12/31/2016
|
|
85
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||||
746,114 Series A Preferred Units
|
|
—
|
|
|
14,377
|
|
|
367
|
|
|
—
|
|
|
14,744
|
|
|||||
746,114 Common Stock Units
|
|
—
|
|
|
6,535
|
|
|
503
|
|
|
—
|
|
|
7,038
|
|
|||||
Total Control Investments
|
|
$
|
1,090
|
|
|
$
|
53,240
|
|
|
$
|
1,154
|
|
|
$
|
(2,696
|
)
|
|
$
|
51,698
|
|
Affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Caregiver Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1,080,399 shares of Series A Preferred Stock
|
|
—
|
|
|
2,924
|
|
|
83
|
|
|
—
|
|
|
3,007
|
|
|||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
|
|
114
|
|
|
4,268
|
|
|
26
|
|
|
(37
|
)
|
|
4,257
|
|
|||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
|
|
939
|
|
|
23,995
|
|
|
443
|
|
|
(203
|
)
|
|
24,235
|
|
|||||
4,668,788 shares of Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Affiliate Investments
|
|
$
|
1,053
|
|
|
$
|
31,187
|
|
|
$
|
552
|
|
|
$
|
(240
|
)
|
|
$
|
31,499
|
|
Total Control & Affiliate Investments
|
|
$
|
2,143
|
|
|
$
|
84,427
|
|
|
$
|
1,706
|
|
|
$
|
(2,936
|
)
|
|
$
|
83,197
|
|
(1)
|
The principal amount and ownership detail as shown in the Consolidated Schedules of Investments.
|
(2)
|
Represents the total amount of interest, fees and dividends credited to income for the portion of the year an investment was included in the Control or Non-Control/Non-Affiliate categories, respectively.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on Investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
|
(4)
|
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||
ASSETS
|
||||||||
Investments at fair value:
|
|
|
|
|
||||
Control investments (cost September 30, 2013: $207,518; cost September 30, 2012: $58,557)
|
|
$
|
215,502
|
|
|
$
|
53,240
|
|
Affiliate investments (cost September 30, 2013: $29,807; cost September 30, 2012: $29,496)
|
|
31,932
|
|
|
31,187
|
|
||
Non-control/Non-affiliate investments (cost September 30, 2013: $1,622,326; cost September 30, 2012: $1,180,436)
|
|
1,645,612
|
|
|
1,203,681
|
|
||
Total investments at fair value (cost September 30, 2013: $1,859,651; cost September 30, 2012: $1,268,489)
|
|
1,893,046
|
|
|
1,288,108
|
|
||
Cash and cash equivalents
|
|
147,359
|
|
|
74,393
|
|
||
Interest and fees receivable
|
|
10,379
|
|
|
7,652
|
|
||
Due from portfolio company
|
|
1,814
|
|
|
3,292
|
|
||
Receivables from unsettled transactions
|
|
—
|
|
|
1,750
|
|
||
Deferred financing costs
|
|
19,548
|
|
|
13,751
|
|
||
Other assets
|
|
187
|
|
|
56
|
|
||
Total assets
|
|
$
|
2,072,333
|
|
|
$
|
1,389,002
|
|
LIABILITIES AND NET ASSETS
|
||||||||
Liabilities:
|
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
|
$
|
1,166
|
|
|
$
|
1,180
|
|
Base management fee payable
|
|
9,625
|
|
|
6,573
|
|
||
Incentive fee payable
|
|
7,175
|
|
|
5,579
|
|
||
Due to FSC, Inc.
|
|
840
|
|
|
1,630
|
|
||
Interest payable
|
|
2,939
|
|
|
4,219
|
|
||
Payables from unsettled transactions
|
|
35,716
|
|
|
—
|
|
||
Credit facilities payable
|
|
188,000
|
|
|
201,251
|
|
||
SBA debentures payable
|
|
181,750
|
|
|
150,000
|
|
||
Unsecured convertible notes payable
|
|
115,000
|
|
|
115,000
|
|
||
Unsecured notes payable
|
|
161,250
|
|
|
—
|
|
||
Total liabilities
|
|
703,461
|
|
|
485,432
|
|
||
Commitments and contingencies (Note 3)
|
|
|
|
|
||||
Net assets:
|
|
|
|
|
||||
Common stock, $0.01 par value, 250,000 and 150,000 shares authorized, at September 30, 2013 and September 30, 2012, respectively; 139,041 and 91,048 shares issued and outstanding at September 30, 2013 and September 30, 2012, respectively
|
|
1,390
|
|
|
910
|
|
||
Additional paid-in-capital
|
|
1,509,546
|
|
|
1,019,053
|
|
||
Net unrealized appreciation on investments
|
|
33,395
|
|
|
19,998
|
|
||
Net realized loss on investments and interest rate swap
|
|
(154,591
|
)
|
|
(128,062
|
)
|
||
Accumulated overdistributed net investment income
|
|
(20,868
|
)
|
|
(8,329
|
)
|
||
Total net assets (equivalent to $9.85 and $9.92 per common share at September 30, 2013 and September 30, 2012, respectively) (Note 12)
|
|
1,368,872
|
|
|
903,570
|
|
||
Total liabilities and net assets
|
|
$
|
2,072,333
|
|
|
$
|
1,389,002
|
|
|
|
Year ended
September 30, 2013 |
|
Year ended
September 30, 2012 |
|
Year ended
September 30, 2011 |
|
||||||
Interest income:
|
|
|
|
|
|
|
|
||||||
Control investments
|
|
$
|
5,614
|
|
|
$
|
927
|
|
|
$
|
89
|
|
|
Affiliate investments
|
|
2,792
|
|
|
2,804
|
|
|
4,265
|
|
|
|||
Non-control/Non-affiliate investments
|
|
148,467
|
|
|
115,625
|
|
|
90,224
|
|
|
|||
Interest on cash and cash equivalents
|
|
23
|
|
|
34
|
|
|
19
|
|
|
|||
Total interest income
|
|
156,896
|
|
|
119,390
|
|
|
94,597
|
|
|
|||
PIK interest income:
|
|
|
|
|
|
|
|
||||||
Control investments
|
|
2,764
|
|
|
309
|
|
|
347
|
|
|
|||
Affiliate investments
|
|
1,404
|
|
|
916
|
|
|
989
|
|
|
|||
Non-control/Non-affiliate investments
|
|
12,619
|
|
|
12,570
|
|
|
12,339
|
|
|
|||
Total PIK interest income
|
|
16,787
|
|
|
13,795
|
|
|
13,675
|
|
|
|||
Fee income:
|
|
|
|
|
|
|
|
||||||
Control investments
|
|
4,271
|
|
|
1,285
|
|
|
127
|
|
|
|||
Affiliate investments
|
|
48
|
|
|
642
|
|
|
667
|
|
|
|||
Non-control/Non-affiliate investments
|
|
41,551
|
|
|
29,779
|
|
|
15,888
|
|
|
|||
Total fee income
|
|
45,870
|
|
|
31,706
|
|
|
16,682
|
|
|
|||
Dividend and other income:
|
|
|
|
|
|
|
|
||||||
Non-control/Non-affiliate investments
|
|
2,059
|
|
|
225
|
|
|
211
|
|
|
|||
Total dividend and other income
|
|
2,059
|
|
|
225
|
|
|
211
|
|
|
|||
Total investment income
|
|
221,612
|
|
|
165,116
|
|
|
125,165
|
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
||||||
Base management fee
|
|
35,748
|
|
|
23,799
|
|
|
19,656
|
|
|
|||
Incentive fee
|
|
28,158
|
|
|
22,001
|
|
|
16,782
|
|
|
|||
Professional fees
|
|
4,182
|
|
|
2,890
|
|
|
2,709
|
|
|
|||
Board of Directors fees
|
|
576
|
|
|
551
|
|
|
452
|
|
|
|||
Interest expense
|
|
33,470
|
|
|
23,245
|
|
|
15,137
|
|
|
|||
Administrator expense
|
|
1,925
|
|
|
2,425
|
|
|
1,699
|
|
|
|||
General and administrative expenses
|
|
4,921
|
|
|
3,771
|
|
|
3,083
|
|
|
|||
Total expenses
|
|
108,980
|
|
|
78,682
|
|
|
59,518
|
|
|
|||
Base management fee waived
|
|
(2,321
|
)
|
|
—
|
|
|
—
|
|
|
|||
Net expenses
|
|
106,659
|
|
|
78,682
|
|
|
59,518
|
|
|
|||
Gain on extinguishment of unsecured convertible notes
|
|
—
|
|
|
1,571
|
|
|
1,480
|
|
|
|||
Net investment income
|
|
114,953
|
|
|
88,005
|
|
|
67,127
|
|
|
|||
Unrealized appreciation on interest rate swap
|
|
—
|
|
|
—
|
|
|
773
|
|
|
|||
Realized loss on interest rate swap
|
|
—
|
|
|
—
|
|
|
(1,335
|
)
|
|
|||
Unrealized appreciation (depreciation) on investments:
|
|
|
|
|
|
|
|
||||||
Control investments
|
|
13,302
|
|
|
(6,096
|
)
|
|
9,437
|
|
|
|||
Affiliate investments
|
|
434
|
|
|
12,944
|
|
|
(5,374
|
)
|
|
|||
Non-control/Non-affiliate investments
|
|
(339
|
)
|
|
49,126
|
|
|
(11,362
|
)
|
|
|||
Net unrealized appreciation (depreciation) on investments
|
|
13,397
|
|
|
55,974
|
|
|
(7,299
|
)
|
|
|||
Realized loss on investments:
|
|
|
|
|
|
|
|
||||||
Control investments
|
|
(11,224
|
)
|
|
(5,316
|
)
|
|
(7,806
|
)
|
|
|||
Affiliate investments
|
|
—
|
|
|
(10,620
|
)
|
|
(14,146
|
)
|
|
|||
Non-control/Non-affiliate investments
|
|
(15,305
|
)
|
|
(48,642
|
)
|
|
(7,107
|
)
|
|
|||
Net realized loss on investments
|
|
(26,529
|
)
|
|
(64,578
|
)
|
|
(29,059
|
)
|
|
|||
Net increase in net assets resulting from operations
|
|
$
|
101,821
|
|
|
$
|
79,401
|
|
|
$
|
30,207
|
|
|
Net investment income per common share — basic
|
|
$
|
1.04
|
|
|
$
|
1.11
|
|
|
$
|
1.05
|
|
|
Earnings per common share — basic
|
|
$
|
0.92
|
|
|
$
|
1.00
|
|
|
$
|
0.47
|
|
|
Weighted average common shares outstanding — basic
|
|
110,270
|
|
|
79,570
|
|
|
64,057
|
|
|
|||
Net investment income per common share — diluted
|
|
$
|
1.01
|
|
|
$
|
1.07
|
|
|
$
|
1.01
|
|
|
Earnings per common share — diluted
|
|
$
|
0.90
|
|
|
$
|
0.97
|
|
|
$
|
0.47
|
|
|
Weighted average common shares outstanding — diluted
|
|
118,061
|
|
|
87,719
|
|
|
68,716
|
|
|
|
|
Year ended
September 30, 2013 |
|
Year ended
September 30, 2012 |
|
Year ended
September 30, 2011 |
|
||||||
Operations:
|
|
|
|
|
|
|
|
||||||
Net investment income
|
|
$
|
114,953
|
|
|
$
|
88,005
|
|
|
$
|
67,127
|
|
|
Net unrealized appreciation (depreciation) on investments and interest rate swap
|
|
13,397
|
|
|
55,974
|
|
|
(6,526
|
)
|
|
|||
Net realized loss on investments and interest rate swap
|
|
(26,529
|
)
|
|
(64,578
|
)
|
|
(30,394
|
)
|
|
|||
Net increase in net assets resulting from operations
|
|
101,821
|
|
|
79,401
|
|
|
30,207
|
|
|
|||
Stockholder transactions:
|
|
|
|
|
|
|
|
||||||
Distributions to stockholders from ordinary income
|
|
(100,430
|
)
|
|
(78,906
|
)
|
|
(71,650
|
)
|
|
|||
Tax return of capital
|
|
(27,063
|
)
|
|
(15,172
|
)
|
|
(9,140
|
)
|
|
|||
Net decrease in net assets from stockholder transactions
|
|
(127,493
|
)
|
|
(94,078
|
)
|
|
(80,790
|
)
|
|
|||
Capital share transactions:
|
|
|
|
|
|
|
|
||||||
Issuance of common stock, net
|
|
478,919
|
|
|
187,408
|
|
|
205,947
|
|
|
|||
Issuance of common stock under dividend reinvestment plan
|
|
12,055
|
|
|
2,212
|
|
|
4,091
|
|
|
|||
Net increase in net assets from capital share transactions
|
|
490,974
|
|
|
189,620
|
|
|
210,038
|
|
|
|||
Total increase in net assets
|
|
465,302
|
|
|
174,943
|
|
|
159,455
|
|
|
|||
Net assets at beginning of period
|
|
903,570
|
|
|
728,627
|
|
|
569,172
|
|
|
|||
Net assets at end of period
|
|
$
|
1,368,872
|
|
|
$
|
903,570
|
|
|
$
|
728,627
|
|
|
Net asset value per common share
|
|
$
|
9.85
|
|
|
$
|
9.92
|
|
|
$
|
10.07
|
|
|
Common shares outstanding at end of period
|
|
139,041
|
|
|
91,048
|
|
|
72,376
|
|
|
|
|
Year ended
September 30, 2013 |
|
Year ended
September 30, 2012 |
|
Year ended
September 30, 2011 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
101,821
|
|
|
$
|
79,401
|
|
|
$
|
30,207
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Gain on extinguishment of unsecured convertible notes
|
|
—
|
|
|
(1,571
|
)
|
|
(1,480
|
)
|
|||
Net unrealized (appreciation) depreciation on investments and interest rate swap
|
|
(13,397
|
)
|
|
(55,974
|
)
|
|
6,526
|
|
|||
Net realized losses on investments and interest rate swap
|
|
26,529
|
|
|
64,578
|
|
|
30,394
|
|
|||
PIK interest income
|
|
(16,787
|
)
|
|
(13,795
|
)
|
|
(13,675
|
)
|
|||
Recognition of fee income
|
|
(45,870
|
)
|
|
(31,706
|
)
|
|
(16,681
|
)
|
|||
Accretion of original issue discount on investments
|
|
(612
|
)
|
|
(1,497
|
)
|
|
(2,063
|
)
|
|||
Amortization of deferred financing costs
|
|
5,198
|
|
|
4,456
|
|
|
2,747
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Fee income received
|
|
38,558
|
|
|
24,841
|
|
|
21,890
|
|
|||
Increase in interest and fees receivable
|
|
(2,249
|
)
|
|
(1,204
|
)
|
|
(1,715
|
)
|
|||
(Increase) decrease in due from portfolio company
|
|
1,478
|
|
|
(2,740
|
)
|
|
(449
|
)
|
|||
(Increase) decrease in receivables from unsettled transactions
|
|
1,750
|
|
|
(1,750
|
)
|
|
—
|
|
|||
(Increase) decrease in other assets
|
|
(131
|
)
|
|
207
|
|
|
358
|
|
|||
Increase (decrease) in accounts payable, accrued expenses and other liabilities
|
|
28
|
|
|
(191
|
)
|
|
(667
|
)
|
|||
Increase in base management fee payable
|
|
3,052
|
|
|
863
|
|
|
2,834
|
|
|||
Increase in incentive fee payable
|
|
1,596
|
|
|
582
|
|
|
2,138
|
|
|||
Increase (decrease) in due to FSC, Inc.
|
|
(790
|
)
|
|
150
|
|
|
397
|
|
|||
Increase (decrease) in interest payable
|
|
(1,280
|
)
|
|
(450
|
)
|
|
4,386
|
|
|||
Increase in payables from unsettled transactions
|
|
35,716
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investments and net revolver activity, net of syndications
|
|
(1,281,029
|
)
|
|
(530,866
|
)
|
|
(703,461
|
)
|
|||
Principal payments received on investments (scheduled payments)
|
|
46,911
|
|
|
42,625
|
|
|
31,718
|
|
|||
Principal payments received on investments (payoffs)
|
|
571,396
|
|
|
316,978
|
|
|
78,635
|
|
|||
PIK interest income received in cash
|
|
8,514
|
|
|
5,477
|
|
|
9,988
|
|
|||
Proceeds from the sale of investments
|
|
60,373
|
|
|
11,370
|
|
|
50
|
|
|||
Net cash used in operating activities
|
|
(459,225
|
)
|
|
(90,216
|
)
|
|
(517,923
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Distributions paid in cash
|
|
(115,438
|
)
|
|
(91,866
|
)
|
|
(76,699
|
)
|
|||
Borrowings under SBA debentures payable
|
|
31,750
|
|
|
—
|
|
|
77,000
|
|
|||
Borrowings under credit facilities
|
|
1,067,144
|
|
|
580,897
|
|
|
658,500
|
|
|||
Repayments of borrowings under credit facilities
|
|
(1,080,395
|
)
|
|
(557,669
|
)
|
|
(480,476
|
)
|
|||
Proceeds from the issuance of unsecured convertible notes
|
|
—
|
|
|
—
|
|
|
152,000
|
|
|||
Repurchases of unsecured convertible notes
|
|
—
|
|
|
(17,939
|
)
|
|
(15,070
|
)
|
|||
Proceeds from the issuance of unsecured notes
|
|
155,824
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
|
479,949
|
|
|
188,700
|
|
|
206,788
|
|
|||
Deferred financing costs paid
|
|
(5,570
|
)
|
|
(4,029
|
)
|
|
(12,400
|
)
|
|||
Offering costs paid
|
|
(1,073
|
)
|
|
(1,129
|
)
|
|
(841
|
)
|
|||
Net cash provided by financing activities
|
|
532,191
|
|
|
96,965
|
|
|
508,802
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
72,966
|
|
|
6,749
|
|
|
(9,121
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
74,393
|
|
|
67,644
|
|
|
76,765
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
147,359
|
|
|
$
|
74,393
|
|
|
$
|
67,644
|
|
Supplemental information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
29,946
|
|
|
$
|
20,775
|
|
|
$
|
7,553
|
|
Non-cash operating activities:
|
|
|
|
|
|
|
||||||
Non-cash exchange of investments
|
|
$
|
30,521
|
|
|
$
|
38,437
|
|
|
$
|
—
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Issuance of shares of common stock under dividend reinvestment plan
|
|
$
|
12,055
|
|
|
$
|
2,212
|
|
|
$
|
4,091
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|||||
Control Investments (3)
|
|
|
|
|
|
|
|
|
||||||
Traffic Solutions Holdings, Inc.
|
|
Construction and engineering
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
|
|
$
|
14,494
|
|
|
$
|
14,480
|
|
|
$
|
14,499
|
|
LC Facility, 8.5% cash due 12/31/2016 (10)
|
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
|||
746,114 Series A Preferred Units
|
|
|
|
|
|
|
12,786
|
|
|
15,891
|
|
|||
746,114 Class A Common Stock Units
|
|
|
|
|
|
|
5,316
|
|
|
10,529
|
|
|||
|
|
|
|
|
|
|
32,577
|
|
|
40,919
|
|
|||
TransTrade Operators, Inc.
|
|
Air freight and logistics
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
|
|
|
|
13,660
|
|
|
13,660
|
|
|
13,524
|
|
|||
596.67 Series A Common Units in TransTrade Holding LLC
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
3,033,333.33 Preferred Units in TransTrade Holding LLC
|
|
|
|
|
|
3,033
|
|
|
539
|
|
||||
|
|
|
|
|
|
|
16,693
|
|
|
14,063
|
|
|||
HFG Holdings, LLC
|
|
Specialized finance
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
|
|
|
|
93,135
|
|
|
93,135
|
|
|
93,297
|
|
|||
860,000 Class A Units
|
|
|
|
|
|
|
22,347
|
|
|
22,346
|
|
|||
|
|
|
|
|
|
|
115,482
|
|
|
115,643
|
|
|||
First Star Aviation, LLC
|
|
Airlines
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
|
|
|
|
19,211
|
|
|
19,211
|
|
|
19,211
|
|
|||
5,264,207 Common Units
|
|
|
|
|
|
|
5,264
|
|
|
5,264
|
|
|||
|
|
|
|
|
|
|
24,475
|
|
|
24,475
|
|
|||
Eagle Hospital Physicians, LLC (13)
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, 8% PIK due 8/1/2016
|
|
|
|
11,150
|
|
|
11,150
|
|
|
11,149
|
|
|||
First Lien Term Loan B, 8.1% PIK due 8/1/2016
|
|
|
|
3,041
|
|
|
3,041
|
|
|
3,050
|
|
|||
First Lien Revolver, 8% cash due 8/1/2016
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
4,100,000 Class A Common Units
|
|
|
|
|
|
|
4,100
|
|
|
6,203
|
|
|||
|
|
|
|
|
|
|
18,291
|
|
|
20,402
|
|
|||
Total Control Investments (15.7% of net assets)
|
|
|
|
|
|
|
$
|
207,518
|
|
|
$
|
215,502
|
|
|
Affiliate Investments (4)
|
|
|
|
|
|
|
|
|
||||||
Caregiver Services, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
1,080,399 shares of Series A Preferred Stock
|
|
|
|
|
|
|
$
|
1,080
|
|
|
$
|
3,256
|
|
|
|
|
|
|
|
|
|
1,080
|
|
|
3,256
|
|
|||
AmBath/ReBath Holdings, Inc. (9)
|
|
Home improvement retail
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
|
|
|
|
$
|
3,223
|
|
|
3,219
|
|
|
3,272
|
|
||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
|
|
|
|
25,515
|
|
|
25,508
|
|
|
25,317
|
|
|||
4,668,788 Shares of Preferred Stock
|
|
|
|
|
|
|
—
|
|
|
87
|
|
|||
|
|
|
|
|
|
|
28,727
|
|
|
28,676
|
|
|||
Total Affiliate Investments (2.3% of net assets)
|
|
|
|
|
|
$
|
29,807
|
|
|
$
|
31,932
|
|
||
Non-Control/Non-Affiliate Investments (7)
|
|
|
|
|
|
|
|
|
||||||
Fitness Edge, LLC
|
|
Leisure facilities
|
|
|
|
|
|
|
||||||
1,000 Common Units (6)
|
|
|
|
|
|
|
$
|
43
|
|
|
$
|
190
|
|
|
|
|
|
|
|
|
|
43
|
|
|
190
|
|
|||
Capital Equipment Group, Inc. (9)
|
|
Industrial machinery
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, 12% cash 2.75% PIK due 12/27/2015
|
|
|
|
$
|
4,007
|
|
|
4,007
|
|
|
4,003
|
|
||
33,786 shares of Common Stock
|
|
|
|
|
|
|
345
|
|
|
1,206
|
|
|||
|
|
|
|
|
|
|
4,352
|
|
|
5,209
|
|
|||
Western Emulsions, Inc.
|
|
Construction materials
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, 12.5% cash 2.5% PIK due 6/30/2014
|
|
|
|
7,200
|
|
|
7,170
|
|
|
7,297
|
|
|||
|
|
|
|
|
|
|
7,170
|
|
|
7,297
|
|
|||
HealthDrive Corporation (9)
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, 10% cash due 7/17/2014
|
|
|
|
4,151
|
|
|
4,148
|
|
|
4,213
|
|
|||
First Lien Term Loan B, 12% cash 1% PIK due 7/17/2014
|
|
|
|
10,573
|
|
|
10,573
|
|
|
10,497
|
|
|||
First Lien Revolver, 12% cash due 7/17/2014
|
|
|
|
2,266
|
|
|
2,266
|
|
|
2,266
|
|
|||
|
|
|
|
|
|
|
16,987
|
|
|
16,976
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
Cenegenics, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 9.75% cash due 9/30/2019
|
|
|
|
$
|
33,500
|
|
|
$
|
33,468
|
|
|
$
|
33,527
|
|
414,419 Common Units (6)
|
|
|
|
|
|
|
598
|
|
|
1,317
|
|
|||
|
|
|
|
|
|
|
34,066
|
|
|
34,844
|
|
|||
Riverlake Equity Partners II, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|||
1.78% limited partnership interest (6)(12)
|
|
|
|
|
|
|
362
|
|
|
325
|
|
|||
|
|
|
|
|
|
|
362
|
|
|
325
|
|
|||
Riverside Fund IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|||
0.34% limited partnership interest (6)(12)
|
|
|
|
|
|
|
713
|
|
|
658
|
|
|||
|
|
|
|
|
|
|
713
|
|
|
658
|
|
|||
Psilos Group Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|||
2.35% limited partnership interest (11)(12)
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
Mansell Group, Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2015
|
|
|
|
6,551
|
|
|
6,498
|
|
|
6,616
|
|
|||
First Lien Term Loan B, LIBOR+9% (3% floor) cash 1.5% PIK due 4/30/2015
|
|
|
|
9,424
|
|
|
9,362
|
|
|
9,510
|
|
|||
First Lien Revolver, LIBOR+6% (3% floor) cash due 4/30/2015 (10)
|
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
15,847
|
|
|
16,126
|
|
|||
Enhanced Recovery Company, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
11,500
|
|
|
11,398
|
|
|
11,522
|
|
|||
First Lien Term Loan B, LIBOR+10% (2% floor) cash 1% PIK due 8/13/2015
|
|
|
|
16,013
|
|
|
15,913
|
|
|
15,999
|
|
|||
First Lien Revolver, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
500
|
|
|
463
|
|
|
500
|
|
|||
|
|
|
|
|
|
|
27,774
|
|
|
28,021
|
|
|||
Specialty Bakers LLC
|
|
Food distributors
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
3,720
|
|
|
3,596
|
|
|
3,721
|
|
|||
First Lien Term Loan B, LIBOR+11% (2.5% floor) cash due 9/15/2015
|
|
|
|
11,000
|
|
|
10,882
|
|
|
11,011
|
|
|||
First Lien Revolver, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
4,000
|
|
|
3,957
|
|
|
4,000
|
|
|||
|
|
|
|
|
|
|
18,435
|
|
|
18,732
|
|
|||
Welocalize, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|
|
|
|||
3,393,060 Common Units in RPWL Holdings, LLC
|
|
|
|
|
|
|
3,393
|
|
|
7,695
|
|
|||
|
|
|
|
|
|
|
3,393
|
|
|
7,695
|
|
|||
Miche Bag, LLC (9)
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
||||||
First Lien Term Loan B, LIBOR+10% (3% floor) 3% PIK due 12/7/2015
|
|
|
|
17,576
|
|
|
16,307
|
|
|
17,514
|
|
|||
First Lien Revolver, LIBOR+7% (3% floor) cash due 12/7/2015 (10)
|
|
|
|
|
|
|
(33
|
)
|
|
—
|
|
|||
10,371 Series A Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
|
1,037
|
|
|
419
|
|
|||
1,358.854 Series C Preferred Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
|
136
|
|
|
—
|
|
|||
19,417 Series A Common Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
146,289 Series D Common Equity units in Miche Bag Holdings, LLC
|
|
|
|
|
|
|
1,463
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
18,910
|
|
|
17,933
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
Bunker Hill Capital II (QP), LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.51% limited partnership interest (12)
|
|
|
|
|
|
|
$
|
214
|
|
|
$
|
121
|
|
|
|
|
|
|
|
|
|
214
|
|
|
121
|
|
|||
Drugtest, Inc. (9)
|
|
Human resources & employment services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7.5% (0.75% floor) cash due 6/27/2018
|
|
|
|
$
|
38,809
|
|
|
38,702
|
|
|
38,864
|
|
||
First Lien Term Loan B, LIBOR+10% (1% floor) 1.5% PIK due 6/27/2018
|
|
|
|
15,752
|
|
|
15,682
|
|
|
15,899
|
|
|||
First Lien Revolver, LIBOR+6% (1% floor) cash due 6/27/2018 (10)
|
|
|
|
|
|
|
(34
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
54,350
|
|
|
54,763
|
|
|||
Saddleback Fence and Vinyl Products, Inc. (9)
|
|
Building products
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, 8% cash due 11/30/2013
|
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|||
First Lien Revolver, 8% cash due 11/30/2013
|
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|||
|
|
|
|
|
|
|
735
|
|
|
735
|
|
|||
Physicians Pharmacy Alliance, Inc. (9)
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+9% cash 1.5% PIK due 1/4/2016
|
|
|
|
11,435
|
|
|
11,266
|
|
|
11,399
|
|
|||
First Lien Revolver, LIBOR+6% cash due 1/4/2016 (10)
|
|
|
|
|
|
|
(20
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
11,246
|
|
|
11,399
|
|
|||
Cardon Healthcare Network, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
|
|
|
|||
65,903 Class A Units
|
|
|
|
|
|
|
250
|
|
|
523
|
|
|||
|
|
|
|
|
|
|
250
|
|
|
523
|
|
|||
Phoenix Brands Merger Sub LLC (9)
|
|
Household products
|
|
|
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
5,518
|
|
|
5,432
|
|
|
5,423
|
|
|||
Subordinated Term Loan, 10% cash 3.875% PIK due 2/1/2017
|
|
|
|
21,610
|
|
|
21,323
|
|
|
20,842
|
|
|||
Senior Revolver, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
3,000
|
|
|
2,922
|
|
|
3,000
|
|
|||
|
|
|
|
|
|
|
29,677
|
|
|
29,265
|
|
|||
CCCG, LLC (9)
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8% (1.75% floor) cash 1% PIK due 12/29/2017
|
|
|
|
35,148
|
|
|
34,717
|
|
|
34,988
|
|
|||
First Lien Revolver, LIBOR+5.5% (1.75% floor) cash due 12/31/2014
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
34,717
|
|
|
34,988
|
|
|||
Maverick Healthcare Group, LLC
|
|
Healthcare equipment
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
9,950
|
|
|
9,950
|
|
|
9,956
|
|
|||
First Lien Term Loan B, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
38,900
|
|
|
38,546
|
|
|
38,838
|
|
|||
|
|
|
|
|
|
|
48,496
|
|
|
48,794
|
|
|||
Refac Optical Group (14)
|
|
Specialty stores
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7.5% cash due 9/30/2018
|
|
|
|
24,674
|
|
|
24,510
|
|
|
24,923
|
|
|||
First Lien Term Loan B, LIBOR+8.5% cash 1.75% PIK due 9/30/2018
|
|
|
|
32,932
|
|
|
32,639
|
|
|
33,205
|
|
|||
First Lien Term Loan C, 12% cash due 12/31/2014
|
|
|
|
10,000
|
|
|
10,000
|
|
|
10,013
|
|
|||
First Lien Revolver, LIBOR+7.5% cash due 9/30/2018 (10)
|
|
|
|
|
|
|
(69
|
)
|
|
—
|
|
|||
1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
|
|
|
|
|
|
|
1
|
|
|
—
|
|
|||
500.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
|
305
|
|
|
—
|
|
|||
1,000 Shares of Series A Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
|
999
|
|
|
884
|
|
|||
|
|
|
|
|
|
|
68,385
|
|
|
69,025
|
|
|||
GSE Environmental, Inc. (9)
|
|
Environmental & facilities services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/27/2016
|
|
|
|
8,812
|
|
|
8,755
|
|
|
8,113
|
|
|||
|
|
|
|
|
|
|
8,755
|
|
|
8,113
|
|
|||
Baird Capital Partners V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.40% limited partnership interest (12)
|
|
|
|
|
|
|
649
|
|
|
728
|
|
|||
|
|
|
|
|
|
|
649
|
|
|
728
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
Charter Brokerage, LLC
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+6.5% (1.5% floor) cash due 10/10/2016
|
|
|
|
$
|
28,914
|
|
|
$
|
28,828
|
|
|
$
|
29,462
|
|
Subordinated Term Loan, 11.75% cash 2% PIK due 10/10/2017
|
|
|
|
11,976
|
|
|
11,921
|
|
|
12,004
|
|
|||
Senior Revolver, LIBOR+6.5% (1.5% floor) cash due 10/10/2016 (10)
|
|
|
|
|
|
|
(40
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
40,709
|
|
|
41,466
|
|
|||
Stackpole Powertrain International Holding, L.P.
|
|
Auto parts & equipment
|
|
|
|
|
|
|
||||||
1,000 Common Units (12)
|
|
|
|
|
|
|
1,000
|
|
|
3,200
|
|
|||
|
|
|
|
|
|
|
1,000
|
|
|
3,200
|
|
|||
Discovery Practice Management, Inc. (9)
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7.5% cash due 8/8/2016
|
|
|
|
5,756
|
|
|
5,706
|
|
|
5,761
|
|
|||
First Lien Term Loan B, 12% cash 3% PIK due 8/8/2016
|
|
|
|
6,606
|
|
|
6,559
|
|
|
6,608
|
|
|||
First Lien Revolver, LIBOR+7% cash due 8/8/2016
|
|
|
|
3,000
|
|
|
2,977
|
|
|
3,000
|
|
|||
|
|
|
|
|
|
|
15,242
|
|
|
15,369
|
|
|||
CTM Group, Inc.
|
|
Leisure products
|
|
|
|
|
|
|
|
|
|
|||
Subordinated Term Loan A, 11% cash 2% PIK due 2/10/2017
|
|
|
|
10,966
|
|
|
10,896
|
|
|
11,024
|
|
|||
Subordinated Term Loan B, 18.4% PIK due 2/10/2017
|
|
|
|
4,553
|
|
|
4,532
|
|
|
4,559
|
|
|||
|
|
|
|
|
|
|
15,428
|
|
|
15,583
|
|
|||
Milestone Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|||
0.86% limited partnership interest (6)(12)
|
|
|
|
|
|
|
586
|
|
|
638
|
|
|||
|
|
|
|
|
|
|
586
|
|
|
638
|
|
|||
Insight Pharmaceuticals LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+11.75% (1.5% floor) cash due 8/25/2017
|
|
|
|
13,517
|
|
|
13,439
|
|
|
13,607
|
|
|||
|
|
|
|
|
|
|
13,439
|
|
|
13,607
|
|
|||
National Spine and Pain Centers, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11% cash 1.6% PIK due 9/27/2017
|
|
|
|
29,263
|
|
|
29,084
|
|
|
29,535
|
|
|||
317,282.97 Class A Units
|
|
|
|
|
|
|
317
|
|
|
404
|
|
|||
|
|
|
|
|
|
|
29,401
|
|
|
29,939
|
|
|||
RCPDirect, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|||
0.91% limited partnership interest (6)(12)
|
|
|
|
|
|
|
476
|
|
|
569
|
|
|||
|
|
|
|
|
|
|
476
|
|
|
569
|
|
|||
The MedTech Group, Inc. (9)
|
|
Healthcare equipment
|
|
|
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5.5% (1.25% floor) cash due 9/7/2016
|
|
|
|
12,448
|
|
|
12,379
|
|
|
12,454
|
|
|||
|
|
|
|
|
|
|
12,379
|
|
|
12,454
|
|
|||
Digi-Star Acquisition Holdings, Inc.
|
|
Industrial machinery
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12% cash 1.5% PIK due 11/18/2017
|
|
|
|
12,316
|
|
|
12,231
|
|
|
12,439
|
|
|||
264.37 Class A Preferred Units
|
|
|
|
|
|
|
264
|
|
|
304
|
|
|||
2,954.87 Class A Common Units
|
|
|
|
|
|
|
36
|
|
|
246
|
|
|||
|
|
|
|
|
|
|
12,531
|
|
|
12,989
|
|
|||
CPASS Acquisition Company
|
|
Internet software & services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+9% (1.5% floor) cash 1% PIK due 11/21/2016
|
|
|
|
8,069
|
|
|
8,005
|
|
|
8,166
|
|
|||
First Lien Revolver, LIBOR+9% (1.5% floor) cash due 11/21/2016 (10)
|
|
|
|
|
|
|
(12
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
7,993
|
|
|
8,166
|
|
|||
Genoa Healthcare Holdings, LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
|
|
|||
Senior Term Loan, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
8,775
|
|
|
8,775
|
|
|
8,797
|
|
|||
Subordinated Term Loan, 12% cash 2% PIK due 6/1/2017
|
|
|
|
12,973
|
|
|
12,890
|
|
|
13,206
|
|
|||
Senior Revolver, LIBOR+5.25% (1.25% floor) cash due 12/1/2016
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
500,000 Preferred units (6)
|
|
|
|
|
|
|
261
|
|
|
275
|
|
|||
500,000 Class A Common Units
|
|
|
|
|
|
|
25
|
|
|
466
|
|
|||
|
|
|
|
|
|
|
21,951
|
|
|
22,744
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
ACON Equity Partners III, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.15% limited partnership interest (6)(12)
|
|
|
|
|
|
|
$
|
329
|
|
|
$
|
361
|
|
|
|
|
|
|
|
|
|
329
|
|
|
361
|
|
|||
CRGT, Inc.
|
|
IT consulting & other services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12.5% cash 3% PIK due 3/9/2018
|
|
|
|
$
|
26,741
|
|
|
26,553
|
|
|
27,445
|
|
||
|
|
|
|
|
|
|
26,553
|
|
|
27,445
|
|
|||
Riverside Fund V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|||
0.48% limited partnership interest (12)
|
|
|
|
|
|
|
288
|
|
|
239
|
|
|||
|
|
|
|
|
|
|
288
|
|
|
239
|
|
|||
World 50, Inc.
|
|
Research & consulting services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+6.25% (1.5% floor) cash due 3/30/2017
|
|
|
|
10,718
|
|
|
10,622
|
|
|
10,834
|
|
|||
First Lien Term Loan B, 12.5% cash due 3/30/2017
|
|
|
|
7,000
|
|
|
6,941
|
|
|
7,078
|
|
|||
Senior Revolver, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (10)
|
|
|
|
|
|
|
(42
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
17,521
|
|
|
17,912
|
|
|||
Nixon, Inc.
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 8.75% cash 2.75% PIK due 4/16/2018
|
|
|
|
9,551
|
|
|
9,476
|
|
|
9,791
|
|
|||
|
|
|
|
|
|
|
9,476
|
|
|
9,791
|
|
|||
JTC Education, Inc. (9)
|
|
Education services
|
|
|
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 13% cash due 11/1/2017
|
|
|
|
14,500
|
|
|
14,415
|
|
|
14,503
|
|
|||
17,391 Shares of Series A-1 Preferred Stock
|
|
|
|
|
|
|
313
|
|
|
174
|
|
|||
17,391 Shares of Common Stock
|
|
|
|
|
|
|
187
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
14,915
|
|
|
14,677
|
|
|||
BMC Acquisition, Inc.
|
|
Diversified financial services
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+5.5% (1% floor) cash due 5/1/2017
|
|
|
|
5,315
|
|
|
5,285
|
|
|
5,311
|
|
|||
Senior Revolver, LIBOR+5% (1% floor) cash due 5/1/2017 (10)
|
|
|
|
|
|
|
(7
|
)
|
|
—
|
|
|||
500 Series A Preferred Shares
|
|
|
|
|
|
|
500
|
|
|
534
|
|
|||
50,000 Common Shares
|
|
|
|
|
|
|
1
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
5,779
|
|
|
5,845
|
|
|||
Ansira Partners, Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/4/2017
|
|
|
|
10,593
|
|
|
10,529
|
|
|
10,580
|
|
|||
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 5/4/2017 (10)
|
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
|||
250 Preferred Units & 250 Class A Common Units of Ansira Holdings, LLC
|
|
|
|
|
|
|
250
|
|
|
334
|
|
|||
|
|
|
|
|
|
|
10,773
|
|
|
10,914
|
|
|||
Edmentum, Inc.
|
|
Education services
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, L+9.75% (1.5% floor) cash due 5/17/2019
|
|
|
|
17,000
|
|
|
17,000
|
|
|
17,288
|
|
|||
|
|
|
|
|
|
|
17,000
|
|
|
17,288
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
||
I Drive Safely, LLC
|
|
Education services
|
|
|
|
|
|
|
|||||
First Lien Term Loan, LIBOR+8.5% (1.5% floor) cash due 5/25/2017
|
|
|
|
$
|
27,000
|
|
|
26,975
|
|
|
$
|
27,521
|
|
First Lien Revolver, LIBOR+6.5% (1.5% floor) cash due 5/25/2017 (10)
|
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
||
75,000 Class A Common Units of IDS Investments, LLC
|
|
|
|
|
|
|
750
|
|
|
755
|
|
||
|
|
|
|
|
|
|
27,720
|
|
|
28,276
|
|
||
Yeti Acquisition, LLC (9)
|
|
Leisure products
|
|
|
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+8% (1.25% floor) cash due 6/15/2017
|
|
|
|
18,345
|
|
|
18,317
|
|
|
18,523
|
|
||
First Lien Term Loan B, LIBOR+11.25% (1.25% floor) cash 1% PIK due 6/15/2017
|
|
|
|
12,000
|
|
|
11,988
|
|
|
12,089
|
|
||
First Lien Revolver, LIBOR+8% (1.25% floor) cash due 6/15/2017 (10)
|
|
|
|
|
|
|
(10
|
)
|
|
—
|
|
||
1,500 Common Stock Units of Yeti Holdings, Inc.
|
|
|
|
|
|
|
1,500
|
|
|
3,755
|
|
||
|
|
|
|
|
|
|
31,795
|
|
|
34,367
|
|
||
Specialized Education Services, Inc.
|
|
Education services
|
|
|
|
|
|
|
|
|
|
||
Senior Term Loan, LIBOR+5.5% (1.5% floor) cash due 6/28/2017
|
|
|
|
8,988
|
|
|
8,988
|
|
|
9,056
|
|
||
Subordinated Term Loan, 11% cash 1.5% PIK due 6/28/2018
|
|
|
|
17,839
|
|
|
17,839
|
|
|
18,200
|
|
||
|
|
|
|
|
|
|
26,827
|
|
|
27,256
|
|
||
PC Helps Support, LLC
|
|
IT consulting & other services
|
|
|
|
|
|
|
|
|
|
||
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
|
|
|
|
18,804
|
|
|
18,804
|
|
|
18,989
|
|
||
675 Series A Preferred Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
|
675
|
|
|
674
|
|
||
7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
|
75
|
|
|
—
|
|
||
|
|
|
|
|
|
|
19,554
|
|
|
19,663
|
|
||
Olson + Co., Inc.
|
|
Advertising
|
|
|
|
|
|
|
|||||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
12,853
|
|
|
12,853
|
|
|
12,853
|
|
||
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
12,853
|
|
|
12,853
|
|
||
Beecken Petty O’Keefe Fund IV, L.P.
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
||
0.5% limited partnership interest (11)(12)
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||
Deltek, Inc. (9)
|
|
IT consulting & other services
|
|
|
|
|
|
|
|
|
|
||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 10/10/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,415
|
|
||
First Lien Revolver, LIBOR+4.75% (1.25% floor) cash due 10/10/2017
|
|
|
|
1,333
|
|
|
1,333
|
|
|
1,333
|
|
||
|
|
|
|
|
|
|
26,333
|
|
|
26,748
|
|
||
First American Payment Systems, LP
|
|
Diversified support services
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+9.5% (1.25% floor) cash due 4/12/2019
|
|
|
|
25,000
|
|
|
25,000
|
|
|
25,130
|
|
||
First Lien Revolver, LIBOR+4.5% (1.25% floor) cash due 10/12/2017
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
25,000
|
|
|
25,130
|
|
||
Dexter Axle Company
|
|
Auto parts & equipment
|
|
|
|
|
|
|
|
|
|
||
Subordinated Term Loan, 11.25% cash 2% PIK due 11/1/2019
|
|
|
|
30,561
|
|
|
30,561
|
|
|
31,009
|
|
||
1,500 Common Shares in Dexter Axle Holding Company
|
|
|
|
|
|
|
1,500
|
|
|
1,795
|
|
||
|
|
|
|
|
|
|
32,061
|
|
|
32,804
|
|
||
IG Investments Holdings, LLC
|
|
IT consulting & other services
|
|
|
|
|
|
|
|
|
|
||
Second Lien Term Loan, LIBOR+9% (1.25% floor) cash due 10/31/2020
|
|
|
|
10,000
|
|
|
10,000
|
|
|
10,059
|
|
||
|
|
|
|
|
|
|
10,000
|
|
|
10,059
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
SumTotal Systems, LLC
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9% (1.25% floor) cash due 5/16/2019
|
|
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
20,015
|
|
|
|
|
|
|
|
|
20,000
|
|
|
20,015
|
|
|||
Comprehensive Pharmacy Services, LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11.25% cash 1.5% PIK due 11/30/2019
|
|
|
|
14,148
|
|
|
14,148
|
|
|
14,401
|
|
|||
20,000 Common Shares in MCP CPS Group Holdings, Inc. (6)
|
|
|
|
|
|
|
2,000
|
|
|
2,036
|
|
|||
|
|
|
|
|
|
|
16,148
|
|
|
16,437
|
|
|||
Reliance Communications, LLC
|
|
Internet software & services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan A, LIBOR+7% (1% floor) cash due 12/18/2017
|
|
|
|
21,774
|
|
|
21,769
|
|
|
21,898
|
|
|||
First Lien Term Loan B, LIBOR+11.5% (1% floor) cash due 12/18/2017
|
|
|
|
11,333
|
|
|
11,331
|
|
|
11,398
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 12/18/2017
|
|
|
|
2,250
|
|
|
2,249
|
|
|
2,250
|
|
|||
|
|
|
|
|
|
|
35,349
|
|
|
35,546
|
|
|||
Garretson Firm Resolution Group, Inc.
|
|
Diversified support services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5% (1.25% floor) cash due 12/20/2018
|
|
|
|
7,264
|
|
|
7,264
|
|
|
7,283
|
|
|||
Subordinated Term Loan, 11% cash 1.5% PIK due 6/20/2019
|
|
|
|
5,019
|
|
|
5,019
|
|
|
5,025
|
|
|||
First Lien Revolver, LIBOR+5% (1.25% floor) cash due 12/20/2017
|
|
|
|
1,250
|
|
|
1,250
|
|
|
1,250
|
|
|||
4,950,000 Preferred Units in GRG Holdings, LP
|
|
|
|
|
|
|
495
|
|
|
489
|
|
|||
50,000 Common Units in GRG Holdings, LP
|
|
|
|
|
|
|
5
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
14,033
|
|
|
14,047
|
|
|||
Teaching Strategies, LLC
|
|
Education services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+6% (1.25% floor) cash due 12/21/2017
|
|
|
|
36,662
|
|
|
36,656
|
|
|
37,173
|
|
|||
First Lien Term Loan B, LIBOR+8.35% (1.25% floor) cash 3.15% PIK due 12/21/2017
|
|
|
|
19,605
|
|
|
19,603
|
|
|
19,888
|
|
|||
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 12/21/2017 (10)
|
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
56,258
|
|
|
57,061
|
|
|||
Omniplex World Services Corporation
|
|
Security & alarm services
|
|
|
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12.25% cash 1.25% PIK due 12/21/2018
|
|
|
|
12,624
|
|
|
12,624
|
|
|
12,627
|
|
|||
500 Class A Common Units in Omniplex Holdings Corp.
|
|
|
|
|
|
|
500
|
|
|
477
|
|
|||
|
|
|
|
|
|
|
13,124
|
|
|
13,104
|
|
|||
Dominion Diagnostics, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 11% cash 2% PIK due 12/21/2018
|
|
|
|
15,746
|
|
|
15,746
|
|
|
16,016
|
|
|||
|
|
|
|
|
|
|
15,746
|
|
|
16,016
|
|
|||
Affordable Care, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9.25% (1.25% floor) cash due 12/26/2019
|
|
|
|
21,500
|
|
|
21,500
|
|
|
21,957
|
|
|||
|
|
|
|
|
|
|
21,500
|
|
|
21,957
|
|
|||
Aderant North America, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 6/20/2019
|
|
|
|
7,000
|
|
|
7,000
|
|
|
7,067
|
|
|||
|
|
|
|
|
|
|
7,000
|
|
|
7,067
|
|
|||
AdVenture Interactive, Corp.
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+6.75% (1.25% floor) cash due 3/22/2018
|
|
|
|
112,575
|
|
|
112,555
|
|
|
112,760
|
|
|||
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 3/22/2018 (10)
|
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
|||
2,000 Preferred Units of AVI Holdings, L.P. (6)
|
|
|
|
|
|
|
2,000
|
|
|
2,123
|
|
|||
|
|
|
|
|
|
|
114,554
|
|
|
114,883
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
|
Fair Value
|
|
|||
CoAdvantage Corporation
|
|
Human resources & employment services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11.5% cash 1.25% PIK due 12/31/2018
|
|
|
|
$
|
10,094
|
|
|
$
|
10,094
|
|
|
$
|
10,229
|
|
50,000 Class A Units in CIP CoAdvantage Investments LLC
|
|
|
|
|
|
|
500
|
|
|
400
|
|
|||
|
|
|
|
|
|
|
10,594
|
|
|
10,629
|
|
|||
EducationDynamics, LLC
|
|
Education services
|
|
|
|
|
|
|
|
|
|
|||
Subordinated Term Loan, 12% cash 6% PIK due 1/16/2017
|
|
|
|
11,062
|
|
|
11,062
|
|
|
10,961
|
|
|||
|
|
|
|
|
|
|
11,062
|
|
|
10,961
|
|
|||
Vestcom International, Inc.
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 12/26/2018
|
|
|
|
9,950
|
|
|
9,950
|
|
|
10,010
|
|
|||
|
|
|
|
|
|
|
9,950
|
|
|
10,010
|
|
|||
Sterling Capital Partners IV, L.P.
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|||
0.20% limited partnership interest (6)(12)
|
|
|
|
|
|
|
472
|
|
|
517
|
|
|||
|
|
|
|
|
|
|
472
|
|
|
517
|
|
|||
Devicor Medical Products, Inc.
|
|
Healthcare equipment
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5% (2% floor) cash due 7/8/2015
|
|
|
|
9,619
|
|
|
9,619
|
|
|
9,618
|
|
|||
|
|
|
|
|
|
|
9,619
|
|
|
9,618
|
|
|||
RP Crown Parent, LLC
|
|
Application software
|
|
|
|
|
|
|
|
|
|
|||
First Lien Revolver, LIBOR+5.5% (1.25% floor) cash due 12/21/2017
|
|
|
|
1,000
|
|
|
379
|
|
|
1,000
|
|
|||
|
|
|
|
|
|
|
379
|
|
|
1,000
|
|
|||
SESAC Holdco II LLC
|
|
Diversified support services
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 6/28/2019
|
|
|
|
4,000
|
|
|
4,000
|
|
|
4,097
|
|
|||
|
|
|
|
|
|
|
4,000
|
|
|
4,097
|
|
|||
Advanced Pain Management Holdings, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018
|
|
|
|
24,000
|
|
|
24,000
|
|
|
24,454
|
|
|||
|
|
|
|
|
|
|
24,000
|
|
|
24,454
|
|
|||
Rocket Software, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.75% (1.5% floor) cash due 2/8/2019
|
|
|
|
10,475
|
|
|
10,435
|
|
|
10,482
|
|
|||
|
|
|
|
|
|
|
10,435
|
|
|
10,482
|
|
|||
TravelClick, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 3/26/2018
|
|
|
|
15,000
|
|
|
15,000
|
|
|
15,106
|
|
|||
|
|
|
|
|
|
|
15,000
|
|
|
15,106
|
|
|||
ISG Services, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
95,000
|
|
|
94,972
|
|
|
95,111
|
|
|||
First Lien Revolver, LIBOR+8% (1% floor) cash due 3/28/2018
|
|
|
|
4,000
|
|
|
3,997
|
|
|
4,000
|
|
|||
|
|
|
|
|
|
|
98,969
|
|
|
99,111
|
|
|||
Joerns Healthcare, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 9/28/2018
|
|
|
|
20,000
|
|
|
20,000
|
|
|
19,965
|
|
|||
|
|
|
|
|
|
|
20,000
|
|
|
19,965
|
|
|||
Pingora MSR Opportunity Fund I, LP
|
|
Thrift & mortgage finance
|
|
|
|
|
|
|
|
|
|
|||
1.90% limited partnership interest (12)
|
|
|
|
|
|
|
208
|
|
|
139
|
|
|||
|
|
|
|
|
|
|
208
|
|
|
139
|
|
|||
Chicago Growth Partners III, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.50% limited partnership interest (11)(12)
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
Credit Infonet, Inc.
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12.25% cash due 10/26/2018
|
|
|
|
13,250
|
|
|
13,250
|
|
|
13,285
|
|
|||
|
|
|
|
|
|
|
13,250
|
|
|
13,285
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
Harden Healthcare, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.5% (1.25% floor) cash due 5/1/2018
|
|
|
|
$
|
8,888
|
|
|
$
|
8,888
|
|
|
$
|
8,929
|
|
|
|
|
|
|
|
|
8,888
|
|
|
8,929
|
|
|||
H.D. Vest, Inc.
|
|
Specialized finance
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 6/18/2019
|
|
|
|
8,750
|
|
|
8,750
|
|
|
8,757
|
|
|||
|
|
|
|
|
|
|
8,750
|
|
|
8,757
|
|
|||
2Checkout.com, Inc.
|
|
Diversified support services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Revolver, LIBOR+5% cash due 6/26/2016
|
|
|
|
150
|
|
|
148
|
|
|
150
|
|
|||
|
|
|
|
|
|
|
148
|
|
|
150
|
|
|||
Meritas Schools Holdings, LLC
|
|
Education services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 6/25/2019
|
|
|
|
12,968
|
|
|
12,968
|
|
|
12,973
|
|
|||
|
|
|
|
|
|
|
12,968
|
|
|
12,973
|
|
|||
Personable Holdings, Inc.
|
|
Other diversified financial services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
11,109
|
|
|
11,109
|
|
|
11,109
|
|
|||
First Lien Revolver, LIBOR+6% (1.25% floor) cash due 5/16/2018
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
11,109
|
|
|
11,109
|
|
|||
Ikaria Acquisition, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan B, LIBOR+6% (1.25% floor) cash due 7/3/2018
|
|
|
|
9,875
|
|
|
9,875
|
|
|
9,875
|
|
|||
Second Lien Term Loan, LIBOR+9.75% (1.25% floor) cash due 7/3/2019
|
|
|
8,000
|
|
|
8,000
|
|
|
8,000
|
|
||||
|
|
|
|
|
|
|
17,875
|
|
|
17,875
|
|
|||
Blue Coat Systems, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 6/28/2020
|
|
|
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
|||
|
|
|
|
|
|
|
10,000
|
|
|
10,000
|
|
|||
Royal Adhesives and Sealants, LLC
|
|
Specialty chemicals
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 1/31/2019
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
||||
|
|
|
|
|
|
|
20,000
|
|
|
20,000
|
|
|||
Bracket Holding Corp.
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 2/15/2020
|
|
|
|
32,000
|
|
|
32,000
|
|
|
32,000
|
|
|||
50,000 Common Units in AB Group Holdings, LP
|
|
|
|
|
|
|
500
|
|
|
500
|
|
|||
|
|
|
|
|
|
|
32,500
|
|
|
32,500
|
|
|||
Digital Insight Corporation
|
|
Other diversified financial services
|
|
|
|
|
|
|
|
|
|
|||
First Lien Term Loan, LIBOR+4.25% (1.25% floor) cash due 8/1/2019
|
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|||
Second Lien Term Loan, LIBOR+8.25% (1.25% floor) cash due 8/1/2020
|
|
|
20,000
|
|
|
20,000
|
|
|
20,000
|
|
||||
|
|
|
|
|
|
|
25,000
|
|
|
25,000
|
|
|||
Salus CLO 2012-1, Ltd.
|
|
Asset management & custody banks
|
|
|
|
|
|
|
|
|
|
|||
Class F Deferrable Notes - A, LIBOR+11.5% cash due 3/5/2021 (12)
|
|
|
|
7,500
|
|
|
7,500
|
|
|
7,500
|
|
|||
Class F Deferrable Notes - B, LIBOR+10.85% cash due 3/5/2021 (12)
|
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|||
|
|
|
|
|
|
|
29,500
|
|
|
29,500
|
|
|||
HealthEdge Software, Inc.
|
|
Application software
|
|
|
|
|
|
|
|
|
|
|||
Second Lien Term Loan, 12% cash due 9/30/2018
|
|
|
|
12,500
|
|
|
12,500
|
|
|
12,500
|
|
|||
|
|
|
|
|
|
|
12,500
|
|
|
12,500
|
|
|||
Total Non-Control/Non-Affiliate Investments (120.2% of net assets)
|
|
|
|
|
|
$
|
1,622,326
|
|
|
$
|
1,645,612
|
|
||
Total Portfolio Investments (138.3% of net assets)
|
|
|
|
|
|
$
|
1,859,651
|
|
|
$
|
1,893,046
|
|
(1)
|
All debt investments are income producing unless otherwise noted. Equity is non-income producing unless otherwise noted.
|
(2)
|
See Note 3 to the Consolidated Financial Statements for portfolio composition by geographic region.
|
(3)
|
Control Investments are defined by the Investment Company Act of 1940 (“1940 Act”) as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
|
(4)
|
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
|
(5)
|
Equity ownership may be held in shares or units of companies related to the portfolio companies.
|
(6)
|
Income producing through payment of dividends or distributions.
|
(7)
|
Non-Control/Non-Affiliate Investments are defined by the 1940 Act as investments that are neither Control Investments nor Affiliate Investments.
|
(8)
|
Principal includes accumulated PIK interest and is net of repayments.
|
(9)
|
Interest rates have been adjusted on certain term loans and revolvers. These rate adjustments are temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements, or permanent in nature per loan amendment or waiver documents. The table below summarizes these rate adjustments by portfolio company:
|
Portfolio Company
|
|
Effective date
|
|
Cash interest
|
|
PIK interest
|
|
Reason
|
Phoenix Brands Merger Sub LLC
|
|
July 31, 2013
|
|
+ 2.25% on Senior Term Loan
+ 2.25% on Revolver + 0.75% on Subordinated Term Loan |
|
|
|
Per loan agreement
|
GSE Environmental, Inc.
|
|
July 30, 2013
|
|
+ 2.0% on Term Loan
|
|
|
|
Per loan amendment
|
Miche Bag, LLC
|
|
July 26, 2013
|
|
- 3.0% on Term Loan B
|
|
- 1.0% on Term Loan B
|
|
Per loan amendment
|
Ansira Partners, Inc.
|
|
June 30, 2013
|
|
- 0.5% on Term Loan & Revolver
|
|
|
|
Tier pricing per loan agreement
|
Drugtest, Inc.
|
|
June 27, 2013
|
|
- 1.5% on Term Loan A
- 0.75% on Term Loan B - 0.25% on Revolver |
|
- 0.5% on Term Loan B
|
|
Per loan amendment
|
The MedTech Group, Inc.
|
|
June 12, 2013
|
|
- 0.50% on Term Loan
|
|
|
|
Per loan amendment
|
Physicians Pharmacy Alliance, Inc.
|
|
April 1, 2013
|
|
+ 3.0% on Term Loan & Revolver
|
|
+ 1.0% on Term Loan
|
|
Per loan agreement
|
Discovery Practice Management, Inc.
|
|
April 1, 2013
|
|
- 1.0% on Term Loan A
- 1.0% on Revolver |
|
- 1.0% on Term Loan B
|
|
Tier pricing per loan agreement
|
Deltek, Inc.
|
|
February 1, 2013
|
|
- 1.0% on Revolver
|
|
|
|
Per loan amendment
|
HealthDrive Corporation
|
|
January 1, 2013
|
|
+ 2.0% on Term Loan A
|
|
+ 1.0% on Term Loan B
|
|
Per loan amendment
|
JTC Education, Inc.
|
|
January 1, 2013
|
|
+ 0.25% on Term Loan
|
|
|
|
Per loan amendment
|
Mansell Group, Inc.
|
|
January 1, 2013
|
|
+ 2.0% on Term Loan A,
Term Loan B & Revolver
|
|
|
|
Per loan agreement
|
Saddleback Fence & Vinyl Products, Inc.
|
|
December 1, 2012
|
|
+ 4.0% on Term Loan
+ 4.0% on Revolver |
|
|
|
Per loan amendment
|
Capital Equipment Group, Inc.
|
|
November 30, 2012
|
|
|
|
– 1.25% on Term Loan
|
|
Per loan amendment
|
CCCG, LLC
|
|
November 15, 2012
|
|
+ 0.5% on Term Loan
|
|
+ 1.0% on Term Loan
|
|
Per loan amendment
|
Yeti Acquisition, LLC
|
|
October 1, 2012
|
|
– 1.0% on Term Loan A,
Term Loan B & Revolver
|
|
|
|
Tier pricing per loan
agreement
|
Ambath/Rebath Holdings, Inc.
|
|
April 1, 2012
|
|
– 2.0% on Term Loan A
– 4.5% on Term Loan B
|
|
+ 2.0% on Term Loan A
+ 4.5% on Term Loan B |
|
Per loan amendment
|
(10)
|
Investment has undrawn commitments and a negative cost basis as a result of unamortized fees. Unamortized fees are classified as unearned income which reduces cost basis.
|
(11)
|
Represents an unfunded commitment to fund limited partnership interest.
|
(12)
|
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act.
|
(13)
|
Eagle Hospital Physicians, LLC, is the successor entity to Eagle Hospital Physicians, Inc. and was formed as part of the restructuring process.
|
(14)
|
Prior to year end, the Company closed on a $33.4 million incremental investment in Refac Optical Group that had not yet settled as of September 30, 2013. As such, this amount is recorded in "Payables from unsettled transactions" in the Statements of Assets and Liabilities.
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||
Control Investments (3)
|
|
|
|
|
|
|
|
|
||||
Coll Materials Group LLC (9)(12)
|
|
Environmental & facilities services
|
|
|
|
|
|
|
||||
Second Lien Term Loan A, 12% cash due 11/1/2014
|
|
|
|
$7,372
|
|
$
|
7,096
|
|
|
$
|
1,238
|
|
Second Lien Term Loan B, 14% PIK due 11/1/2014
|
|
|
|
2,040
|
|
2,000
|
|
|
1,999
|
|
||
50% Membership interest in CD Holdco, LLC
|
|
|
|
|
|
3,127
|
|
|
—
|
|
||
|
|
|
|
|
|
12,223
|
|
|
3,237
|
|
||
Statewide Holdings, Inc. (formerly Traffic Control and Safety Corp.)
|
|
Construction and Engineering
|
|
|
|
|
|
|
||||
First Lien Term Loan A, LIBOR+8.5% (1.25% floor) cash due 8/10/2015
|
|
|
|
15,000
|
|
14,981
|
|
|
15,023
|
|
||
First Lien Term Loan B, 12% cash 3% PIK due 8/10/2015
|
|
|
|
14,059
|
|
14,042
|
|
|
14,068
|
|
||
First Lien Revolver, LIBOR+8.5% (1.25% floor) cash due 8/10/2015 (10)
|
|
|
|
|
|
(6)
|
|
|
—
|
|
||
LC Facility, 8.5% cash due 8/10/2015 (10)
|
|
|
|
|
|
(6)
|
|
|
—
|
|
||
746,114 Series A Preferred Units
|
|
|
|
|
|
12,007
|
|
|
14,377
|
|
||
746,114 Common Stock Units
|
|
|
|
|
|
5,316
|
|
|
6,535
|
|
||
|
|
|
|
|
|
46,334
|
|
|
50,003
|
|
||
Total Control Investments (5.9% of net assets)
|
|
|
|
|
|
$
|
58,557
|
|
|
$
|
53,240
|
|
Affiliate Investments (4)
|
|
|
|
|
|
|
|
|
||||
Caregiver Services, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||
1,080,399 shares of Series A Preferred Stock
|
|
|
|
|
|
$
|
1,080
|
|
|
$
|
2,924
|
|
|
|
|
|
|
|
1,080
|
|
|
2,924
|
|
||
Ambath/Rebath Holdings, Inc. (9)
|
|
Home improvement retail
|
|
|
|
|
|
|
||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 12/30/2014
|
|
|
|
$4,293
|
|
4,290
|
|
|
4,268
|
|
||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 12/30/2014
|
|
|
|
24,134
|
|
24,126
|
|
|
23,995
|
|
||
4,668,788 shares of Preferred Stock
|
|
|
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
28,416
|
|
|
28,263
|
|
||
Total Affiliate Investments (3.5% of net assets)
|
|
|
|
|
|
$
|
29,496
|
|
|
$
|
31,187
|
|
Non-Control/Non-Affiliate Investments (7)
|
|
|
|
|
|
|
|
|
||||
TBA Global, LLC
|
|
Advertising
|
|
|
|
|
|
|
||||
53,994 Senior Preferred Shares
|
|
|
|
|
|
$
|
216
|
|
|
—
|
|
|
191,977 Shares A Shares
|
|
|
|
|
|
192
|
|
|
—
|
|
||
|
|
|
|
|
|
408
|
|
|
—
|
|
||
Fitness Edge, LLC
|
|
Leisure Facilities
|
|
|
|
|
|
|
||||
1,000 Common Units (6)
|
|
|
|
|
|
43
|
|
|
200
|
|
||
|
|
|
|
|
|
43
|
|
|
200
|
|
||
Capital Equipment Group, Inc. (9)
|
|
Industrial machinery
|
|
|
|
|
|
|
||||
Second Lien Term Loan, 12% cash 2.75% PIK due 7/10/2013
|
|
|
|
$10,489
|
|
10,430
|
|
|
10,577
|
|
||
33,786 shares of Common Stock
|
|
|
|
|
|
345
|
|
|
568
|
|
||
|
|
|
|
|
|
10,775
|
|
|
11,145
|
|
||
Rail Acquisition Corp.
|
|
Electronic manufacturing services
|
|
|
|
|
|
|
||||
First Lien Revolver, 7.85% cash due 9/1/2013
|
|
|
|
3,835
|
|
3,835
|
|
|
3,835
|
|
||
|
|
|
|
|
|
3,835
|
|
|
3,835
|
|
||
Western Emulsions, Inc.
|
|
Construction materials
|
|
|
|
|
|
|
||||
Second Lien Term Loan, 12.5% cash 2.5% PIK due 6/30/2014
|
|
|
|
7,020
|
|
6,951
|
|
|
7,200
|
|
||
|
|
|
|
|
|
6,951
|
|
|
7,200
|
|
||
Storyteller Theaters Corporation
|
|
Movies & entertainment
|
|
|
|
|
|
|
||||
1,692 shares of Common Stock
|
|
|
|
|
|
—
|
|
|
62
|
|
||
20,000 shares of Preferred Stock
|
|
|
|
|
|
200
|
|
|
200
|
|
||
|
|
|
|
|
|
200
|
|
|
262
|
|
||
HealthDrive Corporation (9)
|
|
Healthcare services
|
|
|
|
|
|
|
||||
First Lien Term Loan A, 10% cash due 7/17/2013
|
|
|
|
4,601
|
|
4,511
|
|
|
4,697
|
|
||
First Lien Term Loan B, 12% cash 1% PIK due 7/17/2013
|
|
|
|
10,387
|
|
10,357
|
|
|
10,473
|
|
||
First Lien Revolver, 12% cash due 7/17/2013
|
|
|
|
1,250
|
|
1,247
|
|
|
1,268
|
|
||
|
|
|
|
|
|
16,115
|
|
|
16,438
|
|
||
idX Corporation
|
|
Distributors
|
|
|
|
|
|
|
||||
Second Lien Term Loan, 12.5% cash 2% PIK due 7/1/2014
|
|
|
|
19,283
|
|
19,115
|
|
|
20,153
|
|
||
|
|
|
|
|
|
19,115
|
|
|
20,153
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||
Cenegenics, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
||
414,419 Common Units (6)
|
|
|
|
|
|
598
|
|
|
1,394
|
|
|
|
|
|
|
|
598
|
|
|
1394
|
|
Trans-Trade Brokers, Inc.
|
|
Air freight & logistics
|
|
|
|
|
|
|
||
First Lien Term Loan A, 13% cash 2.5% PIK due 9/10/2014
|
|
|
|
12,845
|
|
12,700
|
|
|
12,738
|
|
First Lien Term Loan B, 12% cash due 9/10/2014
|
|
|
|
6,226
|
|
6,203
|
|
|
3,193
|
|
|
|
|
|
|
|
18,903
|
|
|
15,931
|
|
Riverlake Equity Partners II, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||
1.78% limited partnership interest (13)
|
|
|
|
|
|
240
|
|
|
240
|
|
|
|
|
|
|
|
240
|
|
|
240
|
|
Riverside Fund IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||
0.34% limited partnership interest (6)(13)
|
|
|
|
|
|
677
|
|
|
677
|
|
|
|
|
|
|
|
677
|
|
|
677
|
|
Tegra Medical, LLC (9)
|
|
Healthcare equipment
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 12/31/2014
|
|
|
|
19,581
|
|
19,402
|
|
|
19,604
|
|
First Lien Term Loan B, 12% cash 2% PIK due 12/31/2014
|
|
|
|
23,190
|
|
22,997
|
|
|
23,052
|
|
First Lien Term Loan C, 30% PIK due 12/31/2014
|
|
|
|
1,111
|
|
1,111
|
|
|
1,083
|
|
First Lien Revolver, LIBOR+7% (3% floor) cash due 12/31/2014
|
|
|
|
2,500
|
|
2,465
|
|
|
2,483
|
|
|
|
|
|
|
|
45,975
|
|
|
46,222
|
|
Psilos Group Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||
2.35% limited partnership interest (11)(13)
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
Mansell Group, Inc.
|
|
Advertising
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2015
|
|
|
|
9,467
|
|
9,362
|
|
|
9,659
|
|
First Lien Term Loan B, LIBOR+9% (3% floor) cash 1.5% PIK due 4/30/2015
|
|
|
|
9,282
|
|
9,181
|
|
|
9,464
|
|
First Lien Revolver, LIBOR+6% (3% floor) cash due 4/30/2015 (10)
|
|
|
|
|
|
(21)
|
|
|
—
|
|
|
|
|
|
|
|
18,522
|
|
|
19,123
|
|
NDSSI Holdings, LLC (9)
|
|
Electronic equipment & instruments
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+9.75% (3% floor) cash 1% PIK due 12/31/2012
|
|
|
|
21,864
|
|
21,774
|
|
|
21,809
|
|
First Lien Term Loan B, LIBOR+9.75% (3% floor) cash 3.75% PIK due 12/31/2012
|
|
|
|
8,231
|
|
8,231
|
|
|
8,281
|
|
First Lien Revolver, LIBOR+7% (3% floor) cash due 12/31/2012
|
|
|
|
3,500
|
|
3,487
|
|
|
3,504
|
|
2,000 Series D Preferred Units
|
|
|
|
|
|
2,671
|
|
|
2,671
|
|
|
|
|
|
|
|
36,163
|
|
|
36,265
|
|
Eagle Hospital Physicians, Inc. (14)
|
|
Healthcare services
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+8.75% (3% floor) cash due 8/11/2015
|
|
|
|
24,256
|
|
23,890
|
|
|
24,184
|
|
First Lien Revolver, LIBOR+5.75% (3% floor) cash due 8/11/2015
|
|
|
|
1,100
|
|
1,068
|
|
|
1,060
|
|
|
|
|
|
|
|
24,958
|
|
|
25,244
|
|
Enhanced Recovery Company, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+7% (2% floor) cash due 8/13/2015
|
|
|
|
10,764
|
|
10,597
|
|
|
10,804
|
|
First Lien Term Loan B, LIBOR+10% (2% floor) cash 1% PIK due 8/13/2015
|
|
|
|
11,080
|
|
10,935
|
|
|
11,098
|
|
First Lien Revolver, LIBOR+7% (2% floor) cash due 8/13/2015 (10)
|
|
|
|
|
|
(53)
|
|
|
—
|
|
|
|
|
|
|
|
21,479
|
|
|
21,902
|
|
Specialty Bakers LLC (14)
|
|
Food distributors
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
4,301
|
|
4,103
|
|
|
4,277
|
|
First Lien Term Loan B, LIBOR+11% (2.5% floor) cash due 9/15/2015
|
|
|
|
11,000
|
|
10,826
|
|
|
10,888
|
|
First Lien Revolver, LIBOR+8.5% cash due 9/15/2015
|
|
|
|
3,250
|
|
3,187
|
|
|
3,236
|
|
|
|
|
|
|
|
18,116
|
|
|
18,401
|
|
Welocalize, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+8% (2% floor) cash due 11/19/2015
|
|
|
|
20,553
|
|
20,297
|
|
|
21,037
|
|
First Lien Term Loan B, LIBOR+9% (2% floor) 1.25% PIK due 11/19/2015
|
|
|
|
24,048
|
|
23,755
|
|
|
24,669
|
|
First Lien Revolver, LIBOR+7% (2% floor) cash due 11/19/2015 (10)
|
|
|
|
|
|
(155)
|
|
|
—
|
|
3,393,060 Common Units in RPWL Holdings, LLC
|
|
|
|
|
|
3,393
|
|
|
6,278
|
|
|
|
|
|
|
|
47,290
|
|
|
51,984
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|
Miche Bag, LLC
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
|
First Lien Term Loan A, LIBOR+9% (3% floor) cash due 12/7/2013
|
|
|
|
8,008
|
|
7,854
|
|
8,039
|
|
First Lien Term Loan B, LIBOR+10% (3% floor) 3% PIK due 12/7/2015
|
|
|
|
17,964
|
|
16,108
|
|
17,818
|
|
First Lien Revolver, LIBOR+7% (3% floor) cash due 12/7/2015
|
|
|
|
1,500
|
|
1,420
|
|
1,513
|
|
10,371 Preferred Equity units in Miche Holdings, LLC
|
|
|
|
|
|
1,037
|
|
878
|
|
146,289 Series D Common Equity units in Miche Holdings, LLC
|
|
|
|
|
|
1,463
|
|
—
|
|
|
|
|
|
|
|
27,882
|
|
28,248
|
|
Bunker Hill Capital II (QP), LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
0.51% limited partnership interest(13)
|
|
|
|
|
|
66
|
|
66
|
|
|
|
|
|
|
|
66
|
|
66
|
|
Advanced Pain Management Holdings
|
|
Healthcare services
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+5% (1.75% floor) cash due 12/22/2015
|
|
|
|
7,271
|
|
7,177
|
|
7,402
|
|
First Lien Revolver, LIBOR+5% (1.75% floor) cash due 12/22/2015 (10)
|
|
|
|
|
|
(4)
|
|
—
|
|
|
|
|
|
|
|
7,173
|
|
7,402
|
|
Drugtest, Inc. (formerly DISA, Inc.)
|
|
Human resources & employment services
|
|
|
|
|
|
|
|
First Lien Term Loan A LIBOR+7.5% (0.75% floor) cash due 12/30/2015
|
|
|
|
11,215
|
|
11,066
|
|
11,445
|
|
First Lien Term Loan B, LIBOR+10% (1% floor) 1.5% PIK due 12/30/2015
|
|
|
|
8,524
|
|
8,424
|
|
8,751
|
|
First Lien Revolver, LIBOR+6% (1% floor) cash due 12/30/2015 (10)
|
|
|
|
|
|
(49)
|
|
—
|
|
|
|
|
|
|
|
19,441
|
|
20,196
|
|
Saddleback Fence and Vinyl Products, Inc. (9)
|
|
Building products
|
|
|
|
|
|
|
|
First Lien Term Loan, 8% cash due 11/30/2013
|
|
|
|
648
|
|
648
|
|
648
|
|
First Lien Revolver, 8% cash due 11/30/2012
|
|
|
|
100
|
|
100
|
|
102
|
|
|
|
|
|
|
|
748
|
|
750
|
|
Physicians Pharmacy Alliance, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+9% cash 1.5% PIK due 1/4/2016
|
|
|
|
13,653
|
|
13,419
|
|
13,654
|
|
First Lien Revolver, LIBOR+6% cash due 1/4/2016 (10)
|
|
|
|
|
|
(28)
|
|
—
|
|
|
|
|
|
|
|
13,391
|
|
13,654
|
|
Cardon Healthcare Network, LLC (9)
|
|
Diversified support services
|
|
|
|
|
|
|
|
First Lien Term Loan A, LIBOR+10% (1.75% floor) cash due 1/24/2017
|
|
|
|
10,395
|
|
10,239
|
|
10,601
|
|
First Lien Term Loan B, LIBOR+9% (1.75% floor) cash due 1/24/2017
|
|
|
|
21,719
|
|
21,521
|
|
22,016
|
|
First Lien Revolver, LIBOR+6.5% (1.75% floor) cash due 1/24/2017 (10)
|
|
|
|
|
|
(37)
|
|
—
|
|
65,903 Class A Units (6)
|
|
|
|
|
|
250
|
|
456
|
|
|
|
|
|
|
|
31,973
|
|
33,073
|
|
U.S. Retirement Partners, Inc.
|
|
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+9.5% (2% floor) cash due 1/6/2016
|
|
Diversified financial services
|
|
32,350
|
|
31,991
|
|
32,767
|
|
|
|
|
|
|
|
31,991
|
|
32,767
|
|
Phoenix Brands Merger Sub LLC (9)
|
|
Household products
|
|
|
|
|
|
|
|
Senior Term Loan, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
6,804
|
|
6,671
|
|
6,803
|
|
Subordinated Term Loan, 10% cash 3.875% PIK due 2/1/2017
|
|
|
|
21,194
|
|
20,821
|
|
20,630
|
|
Senior Revolver, LIBOR+5% (1.5% floor) cash due 1/31/2016
|
|
|
|
2,357
|
|
2,245
|
|
2,447
|
|
|
|
|
|
|
|
29,737
|
|
29,880
|
|
U.S. Collections, Inc.
|
|
Diversified support services
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+5.25% (1.75% floor) cash due 3/31/2016
|
|
|
|
9,885
|
|
9,772
|
|
9,871
|
|
|
|
|
|
|
|
9,772
|
|
9,871
|
|
CCCG, LLC (9)
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+8% (1.75% floor) cash 1% PIK due 7/29/2015
|
|
|
|
34,748
|
|
34,111
|
|
35,280
|
|
|
|
|
|
|
|
34,111
|
|
35,280
|
|
Maverick Healthcare Group, LLC
|
|
Healthcare equipment
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+9% (1.75% floor) cash due 12/31/2016
|
|
|
|
24,563
|
|
24,121
|
|
24,859
|
|
|
|
|
|
|
|
24,121
|
|
24,859
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|
Refac Optical Group
|
|
Specialty stores
|
|
|
|
|
|
|
|
First Lien Term Loan A, LIBOR+7.5% cash due 3/23/2016
|
|
|
|
12,431
|
|
12,191
|
|
12,530
|
|
First Lien Term Loan B, LIBOR+8.5% cash 1.75% PIK due 3/23/2016
|
|
|
|
20,322
|
|
19,939
|
|
20,565
|
|
First Lien Revolver, LIBOR+7.5% cash due 3/23/2016 (10)
|
|
|
|
|
|
(96)
|
|
—
|
|
1,000 Shares of Common Stock in Refac Holdings, Inc.
|
|
|
|
|
|
1
|
|
—
|
|
1,000 Shares of Preferred Stock in Refac Holdings, Inc.
|
|
|
|
|
|
999
|
|
1,011
|
|
|
|
|
|
|
|
33,034
|
|
34,106
|
|
Securus Technologies, Inc. (9)
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
|
Second Lien Term Loan, LIBOR+8.25% (1.75% floor) cash due 5/31/2018
|
|
|
|
22,500
|
|
22,119
|
|
22,952
|
|
|
|
|
|
|
|
22,119
|
|
22,952
|
|
Gundle/SLT Environmental, Inc.
|
|
Environmental & facilities services
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/27/2016
|
|
|
|
8,880
|
|
8,803
|
|
8,939
|
|
|
|
|
|
|
|
8,803
|
|
8,939
|
|
Titan Fitness, LLC
|
|
Leisure facilities
|
|
|
|
|
|
|
|
First Lien Term Loan A, LIBOR+8.75% (1.25% floor) cash due 6/30/2016
|
|
|
|
14,906
|
|
14,779
|
|
14,969
|
|
First Lien Term Loan B, LIBOR+10.75% (1.25% floor) cash 1.5% PIK due 6/30/2016
|
|
|
|
11,722
|
|
11,626
|
|
11,919
|
|
First Lien Term Loan C, 18% PIK due 6/30/2016
|
|
|
|
3,254
|
|
3,232
|
|
3,271
|
|
First Lien Revolver, LIBOR+8.75% (1.25% floor) cash due 6/30/2016 (10)
|
|
|
|
|
|
(29)
|
|
—
|
|
|
|
|
|
|
|
29,608
|
|
30,159
|
|
Baird Capital Partners V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
0.40% limited partnership interest (13)
|
|
|
|
|
|
487
|
|
487
|
|
|
|
|
|
|
|
487
|
|
487
|
|
Charter Brokerage, LLC (9)
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|
Senior Term Loan, LIBOR+6.5% (1.5% floor) cash due 7/13/2016
|
|
|
|
16,150
|
|
16,019
|
|
16,408
|
|
Subordinated Term Loan, 11.75% cash 2% PIK due 7/13/2017
|
|
|
|
10,246
|
|
10,171
|
|
10,399
|
|
Senior Revolver, LIBOR+6.5% (1.5% floor) cash due 7/13/2016 (10)
|
|
|
|
|
|
(55)
|
|
—
|
|
|
|
|
|
|
|
26,135
|
|
26,807
|
|
Stackpole Powertrain International ULC
|
|
Auto parts & equipment
|
|
|
|
|
|
|
|
1,000 Common Units (13)
|
|
|
|
|
|
1,000
|
|
1,550
|
|
|
|
|
|
|
|
1,000
|
|
1,550
|
|
Discovery Practice Management, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
|
First Lien Term Loan A, LIBOR+7.5% cash due 8/8/2016
|
|
|
|
6,417
|
|
6,350
|
|
6,451
|
|
First Lien Term Loan B, 12% cash 3% PIK due 8/8/2016
|
|
|
|
6,441
|
|
6,380
|
|
6,602
|
|
First Lien Revolver, LIBOR+7% cash due 8/8/2016
|
|
|
|
400
|
|
370
|
|
452
|
|
|
|
|
|
|
|
13,100
|
|
13,505
|
|
CTM Group, Inc.
|
|
Leisure products
|
|
|
|
|
|
|
|
Subordinated Term Loan A, 11% cash 2% PIK due 2/10/2017
|
|
|
|
10,746
|
|
10,654
|
|
10,750
|
|
Subordinated Term Loan B, 18.4% PIK due 2/10/2017
|
|
|
|
3,807
|
|
3,780
|
|
3,916
|
|
|
|
|
|
|
|
14,434
|
|
14,666
|
|
Bojangles
|
|
Restaurants
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+6.5% (1.5% floor) cash due 8/17/2017
|
|
|
|
5,385
|
|
5,291
|
|
5,386
|
|
|
|
|
|
|
|
5,291
|
|
5,386
|
|
Milestone Partners IV, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
1.36% limited partnership interest (13)
|
|
|
|
|
|
657
|
|
657
|
|
|
|
|
|
|
|
657
|
|
657
|
|
Insight Pharmaceuticals LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
First Lien Term Loan, LIBOR+6% (1.5% floor) cash due 8/25/2016
|
|
|
|
9,900
|
|
9,839
|
|
9,901
|
|
Second Lien Term Loan, LIBOR+11.75% (1.5% floor) cash due 8/25/2017
|
|
|
|
17,500
|
|
17,363
|
|
17,502
|
|
|
|
|
|
|
|
27,202
|
|
27,403
|
|
National Spine and Pain Centers, LLC
|
|
Healthcare services
|
|
|
|
|
|
|
|
Subordinated Term Loan, 11% cash 1.6% PIK due 9/27/2017
|
|
|
|
27,049
|
|
26,824
|
|
27,407
|
|
300,700.98 Class A Units (6)
|
|
|
|
|
|
301
|
|
247
|
|
|
|
|
|
|
|
27,125
|
|
27,654
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||
RCPDirect, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||
0.91% limited partnership interest (6)(13)
|
|
|
|
|
|
385
|
|
|
385
|
|
|
|
|
|
|
|
385
|
|
|
385
|
|
The MedTech Group, Inc.
|
|
Healthcare equipment
|
|
|
|
|
|
|
||
Senior Term Loan, LIBOR+5.5% (1.5% floor)cash due 9/7/2016
|
|
|
|
12,805
|
|
12,713
|
|
|
13,003
|
|
|
|
|
|
|
|
12,713
|
|
|
13,003
|
|
Digi-Star Acquisition Holdings, Inc.
|
|
Industrial machinery
|
|
|
|
|
|
|
||
Subordinated Term Loan, 12% cash 1.5% PIK due 11/18/2017
|
|
|
|
10,133
|
|
10,027
|
|
|
10,290
|
|
225 Class A Preferred Units
|
|
|
|
|
|
225
|
|
|
241
|
|
2,500 Class A Common Units
|
|
|
|
|
|
25
|
|
|
74
|
|
|
|
|
|
|
|
10,277
|
|
|
10,605
|
|
CPASS Acquisition Company
|
|
Internet software & services
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+9% (1.5% floor) cash 1% PIK due 11/21/2016
|
|
|
|
4,856
|
|
4,772
|
|
|
4,969
|
|
First Lien Revolver, LIBOR+9% (1.5% floor) cash due 11/21/2016 (10)
|
|
|
|
|
|
(16
|
)
|
|
—
|
|
|
|
|
|
|
|
4,756
|
|
|
4,969
|
|
Genoa Healthcare Holdings, LLC
|
|
Pharmaceuticals
|
|
|
|
|
|
|
||
Subordinated Term Loan, 12% cash 2% PIK due 6/1/2017
|
|
|
|
12,712
|
|
12,606
|
|
|
12,926
|
|
500,000 Preferred units
|
|
|
|
|
|
475
|
|
|
516
|
|
500,000 Class A Common Units
|
|
|
|
|
|
25
|
|
|
155
|
|
|
|
|
|
|
|
13,106
|
|
|
13,597
|
|
SolutionSet, Inc. (9)
|
|
Advertising
|
|
|
|
|
|
|
||
Senior Term Loan, LIBOR+6% (1% floor) cash due 12/21/2016
|
|
|
|
8,522
|
|
8,441
|
|
|
8,561
|
|
|
|
|
|
|
|
8,441
|
|
|
8,561
|
|
Slate Pharmaceuticals Acquisition Corp.
|
|
Healthcare services
|
|
|
|
|
|
|
||
Subordinated Term Loan, 12% cash 1.5% PIK due 12/29/2017
|
|
|
|
20,231
|
|
20,059
|
|
|
20,882
|
|
|
|
|
|
|
|
20,059
|
|
|
20,882
|
|
ACON Equity Partners III, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||
0.31% limited partnership interest (13)
|
|
|
|
|
|
247
|
|
|
247
|
|
|
|
|
|
|
|
247
|
|
|
247
|
|
Blue Coat Systems, Inc.
|
|
Internet software & services
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+6% (1.5% floor) cash due 2/15/2018
|
|
|
|
14,906
|
|
14,770
|
|
|
15,060
|
|
Second Lien Term Loan, LIBOR+10% (1.5% floor) cash due 8/15/2018
|
|
|
|
7,000
|
|
6,937
|
|
|
7,208
|
|
|
|
|
|
|
|
21,707
|
|
|
22,268
|
|
CRGT, Inc.
|
|
IT consulting & other services
|
|
|
|
|
|
|
||
Subordinated Term Loan, 12.5% cash 3% PIK due 3/9/2018
|
|
|
|
25,939
|
|
25,709
|
|
|
26,476
|
|
|
|
|
|
|
|
25,709
|
|
|
26,476
|
|
Riverside Fund V, LP
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||
0.48% limited partnership interest (11)(13)
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
World 50, Inc.
|
|
Research & consulting services
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+6.25% (1.5% floor) cash due 3/30/2017
|
|
|
|
8,638
|
|
8,514
|
|
|
8,667
|
|
First Lien Term Loan B, 12.5% cash due 3/30/2017
|
|
|
|
5,500
|
|
5,425
|
|
|
5,522
|
|
First Lien Revolver, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (10)
|
|
|
|
|
|
(54
|
)
|
|
—
|
|
|
|
|
|
|
|
13,885
|
|
|
14,189
|
|
Huddle House, Inc.
|
|
Restaurants
|
|
|
|
|
|
|
||
Subordinated Term Loan, 11% cash 1.6% PIK due 3/30/2018
|
|
|
|
13,964
|
|
13,839
|
|
|
14,082
|
|
|
|
|
|
|
|
13,839
|
|
|
14,082
|
|
Nixon, Inc.
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
||
First Lien Term Loan, 8.75% cash 2.75% PIK due 4/16/2018
|
|
|
|
10,128
|
|
10,036
|
|
|
10,164
|
|
|
|
|
|
|
|
10,036
|
|
|
10,164
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||
JTC Education, Inc.
|
|
Education services
|
|
|
|
|
|
|
||
Subordinated Term Loan, 13% cash due 11/1/2017
|
|
|
|
11,500
|
|
11,394
|
|
|
11,573
|
|
17,391 Shares of Series A-1 Preferred Stock
|
|
|
|
|
|
313
|
|
|
290
|
|
17,391 Shares of Common Stock
|
|
|
|
|
|
187
|
|
|
—
|
|
|
|
|
|
|
|
11,894
|
|
|
11,863
|
|
BMC Acquisition, Inc.
|
|
Diversified financial services
|
|
|
|
|
|
|
||
Senior Term Loan, LIBOR+5.5% (1% floor) cash due 5/1/2017
|
|
|
|
5,685
|
|
5,646
|
|
|
5,668
|
|
Senior Revolver, LIBOR+5% (1% floor) cash due 5/1/2017
|
|
|
|
350
|
|
341
|
|
|
396
|
|
500 Series A Preferred Shares
|
|
|
|
|
|
499
|
|
|
456
|
|
50,000 Common Shares
|
|
|
|
|
|
1
|
|
|
—
|
|
|
|
|
|
|
|
6,487
|
|
|
6,520
|
|
Ansira Partners, Inc.
|
|
Advertising
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/4/2017
|
|
|
|
12,243
|
|
12,158
|
|
|
12,320
|
|
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 5/4/2017 (10)
|
|
|
|
|
|
(8
|
)
|
|
—
|
|
250 Preferred Units & 250 Class A Common Units of Ansira Holdings, LLC
|
|
|
|
|
|
250
|
|
|
227
|
|
|
|
|
|
|
|
12,400
|
|
|
12,547
|
|
MX USA, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||
Second Lien Term Loan, LIBOR+10.5% (1.25% floor) cash due 10/31/2017
|
|
|
|
22,000
|
|
21,815
|
|
|
22,336
|
|
|
|
|
|
|
|
21,815
|
|
|
22,336
|
|
PLATO, Inc.
|
|
Education services
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+6% (1.5% floor) cash due 5/17/2018
|
|
|
|
14,812
|
|
14,812
|
|
|
14,804
|
|
Second Lien Term Loan, LIBOR+9.75% (1.5% floor) cash due 5/17/2019
|
|
|
|
17,000
|
|
17,000
|
|
|
17,093
|
|
|
|
|
|
|
|
31,812
|
|
|
31,897
|
|
I Drive Safely, LLC
|
|
Education services
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+8.5% (1.5% floor) cash due 5/25/2017
|
|
|
|
27,000
|
|
27,007
|
|
|
27,352
|
|
First Lien Revolver, LIBOR+6.5% (1.5% floor) cash due 5/25/2017
|
|
|
|
|
|
1
|
|
|
—
|
|
75,000 Class A Common Units of IDS Investments, LLC
|
|
|
|
|
|
750
|
|
|
591
|
|
|
|
|
|
|
|
27,758
|
|
|
27,943
|
|
ConvergeOne Holdings Corp.
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+7% (1.5% floor) cash due 6/8/2017
|
|
|
|
9,875
|
|
9,875
|
|
|
9,940
|
|
|
|
|
|
|
|
9,875
|
|
|
9,940
|
|
Yeti Acquisition, LLC
|
|
Leisure products
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+8% (1.25% floor) cash due 6/15/2017
|
|
|
|
27,650
|
|
27,622
|
|
|
28,036
|
|
First Lien Term Loan B, LIBOR+11.25% (1.25% floor) cash 1% PIK due 6/15/2017
|
|
|
|
12,000
|
|
11,988
|
|
|
12,275
|
|
First Lien Revolver, LIBOR+8% (1.25% floor) cash due 6/15/2017 (10)
|
|
|
|
|
|
(10
|
)
|
|
—
|
|
1,500 Common Stock Units of Yeti Holdings, Inc.
|
|
|
|
|
|
1,500
|
|
|
1,500
|
|
|
|
|
|
|
|
41,100
|
|
|
41,811
|
|
Specialized Education Services, Inc.
|
|
Education services
|
|
|
|
|
|
|
||
Senior Term Loan, LIBOR+5.5% (1.5% floor) cash due 6/28/2017
|
|
|
|
10,000
|
|
10,000
|
|
|
10,026
|
|
Subordinated Term Loan, 11% cash 1.5% PIK due 6/28/2018
|
|
|
|
17,569
|
|
17,569
|
|
|
17,597
|
|
|
|
|
|
|
|
27,569
|
|
|
27,623
|
|
InvestRx Corporation
|
|
Diversified support services
|
|
|
|
|
|
|
||
First Lien Term Loan A, LIBOR+7.75% (1.25% floor) cash due 7/2/2017
|
|
|
|
24,805
|
|
24,786
|
|
|
24,805
|
|
First Lien Term Loan B, LIBOR+9.75% (1.25% floor) cash 1% PIK due 7/2/2017
|
|
|
|
18,370
|
|
18,356
|
|
|
18,370
|
|
First Lien Delayed Draw Term Loan, LIBOR+8.25% (1.25% floor) cash due 7/2/2014
|
|
|
|
|
|
—
|
|
|
—
|
|
First Lien Revolver, LIBOR+7.75% (1.25% floor) cash due 7/2/2017 (10)
|
|
|
|
|
|
(5
|
)
|
|
—
|
|
|
|
|
|
|
|
43,137
|
|
|
43,175
|
|
eResearch Technology, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||
First Lien Term Loan, LIBOR+6.5% (1.5% floor) cash due 5/2/2018
|
|
|
|
13,500
|
|
13,500
|
|
|
13,500
|
|
|
|
|
|
|
|
13,500
|
|
|
13,500
|
|
Connolly, LLC
|
|
Diversified support services
|
|
|
|
|
|
|
||
Second Lien Term Loan, LIBOR+9.25% (1.25% floor) cash due 7/15/2019
|
|
|
|
5,000
|
|
5,000
|
|
|
5,000
|
|
|
|
|
|
|
|
5,000
|
|
|
5,000
|
|
Portfolio Company/Type of Investment (1)(2)(5)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||
PC Helps Support, LLC
|
|
IT consulting & other services
|
|
|
|
|
|
|
||||
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
|
|
|
|
18,520
|
|
18,520
|
|
|
18,520
|
|
||
675 Series A Preferred Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
675
|
|
|
675
|
|
||
7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
75
|
|
|
75
|
|
||
|
|
|
|
|
|
19,270
|
|
|
19,270
|
|
||
Ikaria Acquisition, Inc.
|
|
Healthcare services
|
|
|
|
|
|
|
||||
First Lien Term Loan, LIBOR+6.5% (1.25% floor) cash due 9/25/2017
|
|
|
|
10,000
|
|
10,000
|
|
|
10,000
|
|
||
|
|
|
|
|
|
10,000
|
|
|
10,000
|
|
||
Olson + Co., Inc.
|
|
Advertising
|
|
|
|
|
|
|
||||
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
13,895
|
|
13,895
|
|
|
13,895
|
|
||
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 9/30/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
13,895
|
|
|
13,895
|
|
||
Total Non-Control/Non-Affiliate Investments (133.2% of net assets)
|
|
|
|
|
|
$
|
1,180,436
|
|
|
$
|
1,203,681
|
|
Total Portfolio Investments (142.6% of net assets)
|
|
|
|
|
|
$
|
1,268,489
|
|
|
$
|
1,288,108
|
|
(3)
|
Control Investments are defined by the 1940 Act as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
|
(4)
|
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
|
(5)
|
Equity ownership may be held in shares or units of companies related to the portfolio companies.
|
(6)
|
Income producing through payment of dividends or distributions.
|
(7)
|
Non-Control/Non-Affiliate Investments are defined by the 1940 Act as investments that are neither Control Investments nor Affiliate Investments.
|
(8)
|
Principal includes accumulated PIK interest and is net of repayments.
|
Portfolio Company
|
|
Effective date
|
|
Cash interest
|
|
PIK interest
|
|
Reason
|
SolutionSet, Inc.
|
|
September 13, 2012
|
|
– 0.5% on Term Loan
|
|
|
|
Tier pricing per loan agreement
|
Securus Technologies Holdings, Inc.
|
|
June 6, 2012
|
|
+ 0.75% on Term Loan
|
|
|
|
Per loan amendment
|
Charter Brokerage, LLC
|
|
May 9, 2012
|
|
– 0.5% on Senior Term
Loan & Revolver
|
|
|
|
Tier pricing per loan agreement
|
Coll Materials Group LLC
|
|
July 1, 2012
|
|
– 12.0% on Term Loan A
|
|
+ 15.0% on Term Loan A
|
|
Per loan amendment
|
HealthDrive Corporation
|
|
April 1, 2012
|
|
+ 2.0% on Term Loan A
|
|
|
|
Tier pricing per loan agreement
|
Ambath/Rebath Holdings, Inc.
|
|
April 1, 2012
|
|
– 2.0% on Term Loan A
– 4.5% on Term Loan B
|
|
+ 2.0% on Term Loan A
4.5% on Term Loan B
|
|
Per loan amendment
|
Cardon Healthcare Network, LLC
|
|
April 1, 2012
|
|
– 2.25% on Term Loan A
– 1.25% on Term Loan B
|
|
|
|
Tier pricing per loan agreement
|
Tegra Medical, LLC
|
|
January 1, 2012
|
|
|
|
+ 0.5% on Term Loan B
|
|
Per loan amendment
|
NDSSI Holdings, LLC
|
|
December 31, 2011
|
|
|
|
– 1.0% on Term Loan A
|
|
Per loan amendment
|
Phoenix Brands Merger Sub LLC
|
|
December 22, 2011
|
|
+ 0.75% on Subordinated
Term Loan
+ 0.5% on Senior Term
Loan & Revolver
|
|
|
|
Per loan amendment
|
CCCG, LLC
|
|
November 15, 2011
|
|
+ 0.5% on Term Loan
|
|
|
|
Per loan amendment
|
Saddleback Fence and Vinyl Products, Inc.
|
|
October 31, 2011
|
|
+ 4.0% on Revolver
|
|
|
|
Per loan amendment
|
Eagle Hospital Physicians, Inc.
|
|
July 1, 2011
|
|
– 0.25% on Term Loan
& Revolver
|
|
|
|
Per loan amendment
|
Capital Equipment Group, Inc.
|
|
July 1, 2010
|
|
– 2.0% on Term Loan
|
|
– 0.75% on Term Loan
|
|
Per waiver agreement
|
(10)
|
Investment has undrawn commitments and a negative cost basis as a result of unamortized fees. Unamortized fees are classified as unearned income which reduces cost basis.
|
(11)
|
Represents an unfunded commitment to fund limited partnership interest.
|
(12)
|
Investment was on PIK non-accrual status as of
September 30, 2012
.
|
(13)
|
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act.
|
(14)
|
The loan agreements for the Eagle Hospital Physicians, Inc. and Specialty Bakers LLC credit facilities state that the revolvers are structurally junior to the term loans in the respective capital structures. Thus, the unrealized appreciation (depreciation) on the loan tranches of these facilities has been allocated accordingly.
|
Date
|
|
Transaction
|
|
Shares
|
|
Offering
price
|
|
|
|
Gross
proceeds
|
||||
June 17, 2008
|
|
Initial public offering
|
|
10,000,000
|
|
|
$
|
14.12
|
|
|
|
|
141.2 million
|
|
July 21, 2009
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
9,487,500
|
|
|
9.25
|
|
|
|
|
87.8 million
|
||
September 25, 2009
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
5,520,000
|
|
|
10.5
|
|
|
|
|
58.0 million
|
||
January 27, 2010
|
|
Follow-on public offering
|
|
7,000,000
|
|
|
11.2
|
|
|
|
|
78.4 million
|
||
February 25, 2010
|
|
Underwriters’ partial exercise of over-allotment option
|
|
300,500
|
|
|
11.2
|
|
|
|
|
3.4 million
|
||
June 21, 2010
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
9,200,000
|
|
|
11.5
|
|
|
|
|
105.8 million
|
||
December 2010
|
|
At-the-Market offering
|
|
429,110
|
|
|
11.87
|
|
|
(1
|
)
|
|
5.1 million
|
|
February 4, 2011
|
|
Follow-on public offering (including underwriters’ exercise of over-allotment option)
|
|
11,500,000
|
|
|
12.65
|
|
|
|
|
145.5 million
|
||
June 24, 2011
|
|
Follow-on public offering (including underwriters’ partial exercise of over-allotment option)
|
|
5,558,469
|
|
|
11.72
|
|
|
|
|
65.1 million
|
||
January 26, 2012
|
|
Follow-on public offering
|
|
10,000,000
|
|
|
10.07
|
|
|
|
|
100.7 million
|
||
September 14, 2012
|
|
Follow-on public offering (including underwriters’ partial exercise of over-allotment option)
|
|
8,451,486
|
|
|
10.79
|
|
|
|
|
91.2 million
|
||
December 7, 2012
|
|
Follow-on public offering
|
|
14,000,000
|
|
|
10.68
|
|
|
|
|
149.5 million
|
||
December 14, 2012
|
|
Underwriters’ partial exercise of over-allotment option
|
|
725,000
|
|
|
10.68
|
|
|
|
|
7.7 million
|
||
April 15, 2013
|
|
Follow-on public offering
|
|
13,500,000
|
|
|
10.85
|
|
|
|
|
146.5 million
|
||
April 26, 2013
|
|
Underwriters’ partial exercise of over-allotment option
|
|
935,253
|
|
|
10.85
|
|
|
|
|
10.1 million
|
||
September 26, 2013
|
|
Follow-on public offering (including underwriters’ partial exercise of over-allotment option)
|
|
17,643,000
|
|
|
10.31
|
|
|
|
|
181.9 million
|
(1)
|
Average offering price.
|
Rate Fix Date
|
|
Debenture
Amount
|
|
Fixed
Interest
Rate
|
|
SBA
Annual
Charge
|
||||
September 2010
|
|
$
|
73,000
|
|
|
3.215
|
%
|
|
0.285
|
%
|
March 2011
|
|
65,300
|
|
|
4.084
|
|
|
0.285
|
|
|
September 2011
|
|
11,700
|
|
|
2.877
|
|
|
0.285
|
|
•
|
Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
•
|
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
|
•
|
Level 3 — Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
|
•
|
The quarterly valuation process begins with each portfolio company or investment being initially valued by the Company’s finance department;
|
•
|
Separately, independent valuation firms are engaged by the Board of Directors to prepare preliminary valuations on a selected basis and submit the reports to the Company;
|
•
|
The finance department compares and contrasts its preliminary valuations to the preliminary valuations of the independent valuation firms;
|
•
|
The finance department prepares a valuation report for the Audit Committee of the Board of Directors;
|
•
|
The Audit Committee of the Board of Directors is apprised of the preliminary valuations of the independent valuation firms;
|
•
|
The Audit Committee of the Board of Directors reviews the preliminary valuations, and the finance department responds and supplements the preliminary valuations to reflect any comments provided by the Audit Committee;
|
•
|
The Audit Committee of the Board of Directors makes a recommendation to the Board of Directors regarding the fair value of the investments in the Company’s portfolio; and
|
•
|
The Board of Directors discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith.
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||||
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Investments in debt securities
|
|
$
|
1,779,201
|
|
|
$
|
1,793,463
|
|
|
$
|
1,226,489
|
|
|
$
|
1,241,197
|
|
Investments in equity securities
|
|
80,450
|
|
|
99,583
|
|
|
42,000
|
|
|
46,911
|
|
||||
Total
|
|
$
|
1,859,651
|
|
|
$
|
1,893,046
|
|
|
$
|
1,268,489
|
|
|
$
|
1,288,108
|
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||
|
|
Fair Value
|
|
% of Debt
Portfolio
|
|
Fair Value
|
|
% of Debt
Portfolio
|
||||||
Fixed rate debt securities
|
|
$
|
584,876
|
|
|
32.61
|
%
|
|
$
|
371,325
|
|
|
29.92
|
%
|
Floating rate debt securities
|
|
1,208,587
|
|
|
67.39
|
|
|
869,872
|
|
|
70.08
|
|
||
Total
|
|
$
|
1,793,463
|
|
|
100.00
|
%
|
|
$
|
1,241,197
|
|
|
100.00
|
%
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Investments in debt securities (senior secured)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,467,665
|
|
|
$
|
1,467,665
|
|
Investments in debt securities (subordinated)
|
|
—
|
|
|
—
|
|
|
296,298
|
|
|
296,298
|
|
||||
Investments in debt securities (Collateralized loan obligation, or CLO)
|
|
—
|
|
|
—
|
|
|
29,500
|
|
|
29,500
|
|
||||
Investments in equity securities (preferred)
|
|
—
|
|
|
—
|
|
|
25,648
|
|
|
25,648
|
|
||||
Investments in equity securities (common)
|
|
—
|
|
|
—
|
|
|
73,935
|
|
|
73,935
|
|
||||
Total investments at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,893,046
|
|
|
$
|
1,893,046
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Investments in debt securities (senior secured)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,035,750
|
|
|
$
|
1,035,750
|
|
Investments in debt securities (subordinated)
|
|
—
|
|
|
—
|
|
|
205,447
|
|
|
205,447
|
|
||||
Investments in equity securities (preferred)
|
|
—
|
|
|
—
|
|
|
24,240
|
|
|
24,240
|
|
||||
Investments in equity securities (common)
|
|
—
|
|
|
—
|
|
|
22,671
|
|
|
22,671
|
|
||||
Total investments at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,288,108
|
|
|
$
|
1,288,108
|
|
|
|
Senior Secured Debt
|
|
Subordinated
Debt
|
|
CLO Debt
|
|
Preferred
Equity
|
|
Common
Equity
|
|
Total
|
||||||||||||
Fair value as of September 30, 2012
|
|
$
|
1,035,750
|
|
|
$
|
205,447
|
|
|
$
|
—
|
|
|
$
|
24,240
|
|
|
$
|
22,671
|
|
|
$
|
1,288,108
|
|
New investments & net revolver activity
|
|
1,102,143
|
|
|
119,093
|
|
|
29,500
|
|
|
6,010
|
|
|
38,282
|
|
|
1,295,028
|
|
||||||
Redemptions/repayments
|
|
(664,614
|
)
|
|
(35,016
|
)
|
|
—
|
|
|
(2,510
|
)
|
|
—
|
|
|
(702,140
|
)
|
||||||
Net accrual of PIK interest income
|
|
2,973
|
|
|
5,193
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
8,273
|
|
||||||
Accretion of original issue discount
|
|
612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
612
|
|
||||||
Net change in unearned income
|
|
6,251
|
|
|
583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,834
|
|
||||||
Net unrealized appreciation (depreciation)
|
|
(278
|
)
|
|
(168
|
)
|
|
—
|
|
|
(2,079
|
)
|
|
16,301
|
|
|
13,776
|
|
||||||
Unrealized adjustments due to deal exits
|
|
(15,172
|
)
|
|
1,166
|
|
|
—
|
|
|
(120
|
)
|
|
(3,319
|
)
|
|
(17,445
|
)
|
||||||
Transfer into (out of) Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value as of September 30, 2013
|
|
$
|
1,467,665
|
|
|
$
|
296,298
|
|
|
$
|
29,500
|
|
|
$
|
25,648
|
|
|
$
|
73,935
|
|
|
$
|
1,893,046
|
|
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at September 30, 2013 and reported within net unrealized appreciation (depreciation) on investments in the Consolidated Statement of Operations for the year ended September 30, 2013
|
|
$
|
(15,450
|
)
|
|
$
|
998
|
|
|
$
|
—
|
|
|
$
|
(2,199
|
)
|
|
$
|
12,982
|
|
|
$
|
(3,669
|
)
|
|
|
Senior Secured Debt
|
|
Subordinated
Debt
|
|
Preferred
Equity
|
|
Common
Equity
|
|
Total
|
||||||||||
Fair value as of September 30, 2011
|
|
$
|
1,018,475
|
|
|
$
|
81,233
|
|
|
$
|
7,167
|
|
|
$
|
12,962
|
|
|
$
|
1,119,837
|
|
New investments & net revolver activity
|
|
405,503
|
|
|
137,016
|
|
|
13,883
|
|
|
12,901
|
|
|
569,303
|
|
|||||
Redemptions/repayments
|
|
(389,389
|
)
|
|
(18,001
|
)
|
|
(1,954
|
)
|
|
(66
|
)
|
|
(409,410
|
)
|
|||||
Net accrual of PIK interest income
|
|
4,101
|
|
|
3,593
|
|
|
624
|
|
|
—
|
|
|
8,318
|
|
|||||
Accretion of original issue discount
|
|
1,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,497
|
|
|||||
Net change in unearned income
|
|
7,430
|
|
|
(677
|
)
|
|
—
|
|
|
—
|
|
|
6,753
|
|
|||||
Net unrealized appreciation (depreciation)
|
|
45,051
|
|
|
7,814
|
|
|
4,829
|
|
|
(1,720
|
)
|
|
55,974
|
|
|||||
Unrealized adjustments due to deal exits
|
|
(56,918
|
)
|
|
(5,531
|
)
|
|
(309
|
)
|
|
(1,406
|
)
|
|
(64,164
|
)
|
|||||
Transfer into (out of) Level 3
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Fair value as of September 30, 2012
|
|
$
|
1,035,750
|
|
|
$
|
205,447
|
|
|
$
|
24,240
|
|
|
$
|
22,671
|
|
|
$
|
1,288,108
|
|
Net unrealized appreciation (depreciation) relating to Level 3 assets still held at September 30, 2012 and reported within net unrealized appreciation (depreciation) on investments in the Consolidated Statement of Operations for the year ended September 30, 2012
|
|
$
|
(11,867
|
)
|
|
$
|
2,283
|
|
|
$
|
4,520
|
|
|
$
|
(3,126
|
)
|
|
$
|
(8,190
|
)
|
Asset
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
|
Weighted
Average (d)
|
|||||
Senior secured debt
|
|
1,467,665
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
0.0%
|
-
|
2.0%
|
|
0.5%
|
|
|
|
|
|
|
|
Tranche specific risk premium/(discount)
|
|
(a)
|
(4.0)%
|
-
|
13.0%
|
|
2.0%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.1%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.1)%
|
-
|
3.3%
|
|
0.3%
|
||
Subordinated debt
|
|
296,298
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
|
|
|
|
|
|
|
Tranche specific risk premium
|
|
(a)
|
1.0%
|
-
|
11.0%
|
|
4.7%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.1%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.0)%
|
-
|
1.4%
|
|
0.0%
|
||
CLO debt
|
|
29,500
|
|
(c)
|
Recent market transaction
|
|
Market yield
|
|
|
11.4%
|
|
11.4%
|
|
11.4%
|
|
Preferred & common equity
|
|
99,583
|
|
|
Market and income approach
|
|
Weighted average cost of capital
|
|
|
11.0%
|
-
|
31.0%
|
|
17.4%
|
|
|
|
|
|
|
|
Company specific risk premium
|
|
(a)
|
1.0%
|
-
|
15.0%
|
|
2.4%
|
||
|
|
|
|
|
|
Revenue growth rate
|
|
|
0.6%
|
-
|
81.9%
|
|
8.4%
|
||
|
|
|
|
|
|
EBITDA multiple
|
|
(b)
|
5.4x
|
-
|
15.3x
|
|
7.4x
|
||
|
|
|
|
|
|
Revenue multiple
|
|
(b)
|
4.1x
|
|
5.3x
|
|
4.7x
|
||
|
|
|
|
|
|
Book value multiple
|
|
(b)
|
0.9x
|
|
1.1x
|
|
1.0x
|
||
Total
|
|
$
|
1,893,046
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Used when market participant would take into account this premium or discount when pricing the investment.
|
(b)
|
Used when market participant would use such multiples when pricing the investment.
|
(c)
|
The Company's $29.5 million CLO debt investment in Salus CLO 2012-1, Ltd. was valued at its acquisition price as it closed near year end.
|
(d)
|
Weighted averages are calculated based on fair value of investments.
|
Asset
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
|
Weighted
Average (c)
|
|||||||
Senior secured debt
|
|
$
|
1,027,484
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
0.0
|
%
|
-
|
2.0%
|
|
0.6
|
%
|
|
|
|
|
|
|
Tranche specific risk premium/(discount)
|
|
(a)
|
(4.0
|
)%
|
-
|
25.5%
|
|
2.3
|
%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5
|
%
|
-
|
2.0%
|
|
1.2
|
%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.5
|
)%
|
-
|
4.7%
|
|
0.0
|
%
|
||
|
|
8,266
|
|
|
Market approach
|
|
EBITDA multiple
|
|
(b)
|
6.2x
|
|
-
|
6.2x
|
|
6.2x
|
|
|
Subordinated debt
|
|
205,447
|
|
|
Bond yield approach
|
|
Capital structure premium
|
|
(a)
|
2.0
|
%
|
-
|
2.0%
|
|
2.0
|
%
|
|
|
|
|
|
|
|
Tranche specific risk premium
|
|
(a)
|
1.8
|
%
|
-
|
7.8%
|
|
3.1
|
%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5
|
%
|
-
|
2.0%
|
|
1.1
|
%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.4
|
)%
|
-
|
1.1%
|
|
0.1
|
%
|
||
Preferred & common equity
|
|
46,911
|
|
|
Market and income approach
|
|
Weighted average cost of capital
|
|
|
13.0
|
%
|
-
|
33.0%
|
|
19.1
|
%
|
|
|
|
|
|
|
|
Company specific risk premium
|
|
(a)
|
1.0
|
%
|
-
|
24.0%
|
|
4.0
|
%
|
||
|
|
|
|
|
|
Revenue growth rate
|
|
|
1.9
|
%
|
-
|
44.5%
|
|
11.0
|
%
|
||
|
|
|
|
|
|
EBITDA multiple
|
|
(b)
|
4.8x
|
|
-
|
9.7x
|
|
7.5x
|
|
||
Total
|
|
$
|
1,288,108
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Used when market participant would take into account this premium or discount when pricing the investment
|
(b)
|
Used when market participant would use such multiples when pricing the investment.
|
(c)
|
Weighted averages are calculated based on fair value of investments.
|
|
|
Carrying
Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Credit facilities payable
|
|
$
|
188,000
|
|
|
$
|
188,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
188,000
|
|
SBA debentures payable
|
|
181,750
|
|
|
156,073
|
|
|
—
|
|
|
—
|
|
|
156,073
|
|
|||||
Unsecured convertible notes payable
|
|
115,000
|
|
|
122,331
|
|
|
—
|
|
|
—
|
|
|
122,331
|
|
|||||
Unsecured notes payable
|
|
161,250
|
|
|
151,008
|
|
|
—
|
|
|
151,008
|
|
|
—
|
|
|||||
Total
|
|
$
|
646,000
|
|
|
$
|
617,412
|
|
|
$
|
—
|
|
|
$
|
151,008
|
|
|
$
|
466,404
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||
Drugtest, Inc.
|
$
|
20,000
|
|
|
$
|
4,000
|
|
Pingora MSR Opportunity Fund I, LP (limited partnership interest)
|
9,792
|
|
|
—
|
|
||
RP Crown Parent, LLC
|
9,000
|
|
|
—
|
|
||
Deltek, Inc.
|
8,667
|
|
|
—
|
|
||
Refac Optical Group
|
8,000
|
|
|
5,500
|
|
||
Yeti Acquisition, LLC
|
7,500
|
|
|
7,500
|
|
||
ISG Services, LLC
|
6,000
|
|
|
—
|
|
||
I Drive Safely, LLC
|
5,000
|
|
|
5,000
|
|
||
HealthEdge Software, Inc.
|
5,000
|
|
|
—
|
|
||
First American Payment Systems, LP
|
5,000
|
|
|
—
|
|
||
Teaching Strategies, LLC
|
5,000
|
|
|
—
|
|
||
Adventure Interactive, Corp.
|
5,000
|
|
|
—
|
|
||
Charter Brokerage, LLC
|
4,000
|
|
|
7,353
|
|
||
World 50, Inc.
|
4,000
|
|
|
4,000
|
|
||
Enhanced Recovery Company, LLC
|
3,500
|
|
|
4,000
|
|
||
Phoenix Brands Merger Sub LLC
|
3,429
|
|
|
4,071
|
|
||
Personable Holdings, Inc.
|
3,409
|
|
|
—
|
|
||
2Checkout.com, Inc.
|
2,850
|
|
|
—
|
|
||
Reliance Communications, LLC
|
2,750
|
|
|
—
|
|
||
CPASS Acquisition Company
|
2,500
|
|
|
1,000
|
|
||
Olson + Co., Inc.
|
2,105
|
|
|
2,105
|
|
||
Mansell Group, Inc.
|
2,000
|
|
|
2,000
|
|
||
Physicians Pharmacy Alliance, Inc.
|
2,000
|
|
|
2,000
|
|
||
Beecken Petty O'Keefe Fund IV, LP (limited partnership interest)
|
2,000
|
|
|
—
|
|
||
Chicago Growth Partners III, LP (limited partnership interest)
|
2,000
|
|
|
—
|
|
||
Eagle Hospital Physicians, LLC
|
1,867
|
|
|
1,400
|
|
||
Riverside Fund V, LP (limited partnership interest)
|
1,712
|
|
|
2,000
|
|
||
Sterling Capital Partners IV, LP (limited partnership interest)
|
1,528
|
|
|
—
|
|
||
CCCG, LLC
|
1,520
|
|
|
—
|
|
||
Miche Bag, LLC
|
1,500
|
|
|
3,500
|
|
||
Milestone Partners IV, LP (limited partnership interest)
|
1,414
|
|
|
1,343
|
|
||
BMC Acquisition, Inc.
|
1,250
|
|
|
900
|
|
||
Ansira Partners, Inc.
|
1,190
|
|
|
1,190
|
|
||
Discovery Practice Management, Inc.
|
1,000
|
|
|
2,600
|
|
||
Psilos Group Partners IV, LP (limited partnership interest)
|
1,000
|
|
|
1,000
|
|
||
Genoa Healthcare Holdings, LLC
|
1,000
|
|
|
—
|
|
||
Bunker Hill Capital II (QP), LP (limited partnership interest)
|
786
|
|
|
934
|
|
||
HealthDrive Corporation
|
734
|
|
|
750
|
|
||
ACON Equity Partners III, LP (limited partnership interest)
|
671
|
|
|
753
|
|
||
Riverlake Equity Partners II, LP (limited partnership interest)
|
638
|
|
|
760
|
|
||
RCP Direct, LP (limited partnership interest)
|
524
|
|
|
615
|
|
||
Baird Capital Partners V, LP (limited partnership interest)
|
351
|
|
|
513
|
|
||
Riverside Fund IV, LP (limited partnership interest)
|
287
|
|
|
323
|
|
||
Welocalize, Inc.
|
—
|
|
|
10,000
|
|
||
Rail Acquisition Corp.
|
—
|
|
|
6,165
|
|
||
Traffic Solutions Holdings, Inc.
|
—
|
|
|
5,000
|
|
||
InvestRx Corporation
|
—
|
|
|
5,000
|
|
||
Titan Fitness, LLC
|
—
|
|
|
3,500
|
|
||
Cardon Healthcare Network, LLC
|
—
|
|
|
3,000
|
|
||
Tegra Medical, LLC
|
—
|
|
|
1,500
|
|
||
Specialty Bakers, LLC
|
—
|
|
|
750
|
|
||
Advanced Pain Management Holdings, Inc.
|
—
|
|
|
400
|
|
||
Saddleback Fence and Vinyl Products, Inc.
|
—
|
|
|
100
|
|
||
Total
|
$
|
149,474
|
|
|
$
|
102,525
|
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||
Cost:
|
|
|
|
|
|
|
|
|
||||||
Senior secured debt
|
|
$
|
1,456,710
|
|
|
78.33
|
%
|
|
$
|
1,024,518
|
|
|
80.77
|
%
|
Subordinated debt
|
|
292,991
|
|
|
15.76
|
|
|
201,971
|
|
|
15.92
|
|
||
Purchased equity
|
|
71,835
|
|
|
3.86
|
|
|
34,516
|
|
|
2.72
|
|
||
CLO debt
|
|
29,500
|
|
|
1.59
|
|
|
—
|
|
|
—
|
|
||
Equity grants
|
|
4,316
|
|
|
0.23
|
|
|
4,724
|
|
|
0.37
|
|
||
Limited partnership interests
|
|
4,299
|
|
|
0.23
|
|
|
2,760
|
|
|
0.22
|
|
||
Total
|
|
$
|
1,859,651
|
|
|
100.00
|
%
|
|
$
|
1,268,489
|
|
|
100.00
|
%
|
Fair Value:
|
|
|
|
|
|
|
|
|
||||||
Senior secured debt
|
|
$
|
1,467,665
|
|
|
77.53
|
%
|
|
$
|
1,035,750
|
|
|
80.41
|
%
|
Subordinated debt
|
|
296,298
|
|
|
15.65
|
|
|
205,447
|
|
|
15.95
|
|
||
Purchased equity
|
|
89,688
|
|
|
4.74
|
|
|
38,600
|
|
|
3.00
|
|
||
CLO debt
|
|
29,500
|
|
|
1.56
|
|
|
—
|
|
|
—
|
|
||
Equity grants
|
|
5,599
|
|
|
0.30
|
|
|
5,551
|
|
|
0.43
|
|
||
Limited partnership interests
|
|
4,296
|
|
|
0.22
|
|
|
2,760
|
|
|
0.21
|
|
||
Total
|
|
$
|
1,893,046
|
|
|
100.00
|
%
|
|
$
|
1,288,108
|
|
|
100.00
|
%
|
|
|
September 30, 2013
|
|
September 30, 2012
|
||||||||||
Cost:
|
|
|
|
|
|
|
|
|
||||||
Northeast U.S.
|
|
$
|
744,582
|
|
|
40.04
|
%
|
|
$
|
440,689
|
|
|
34.74
|
%
|
Midwest U.S.
|
|
314,653
|
|
|
16.92
|
|
|
137,860
|
|
|
10.87
|
|
||
Southwest U.S.
|
|
279,369
|
|
|
15.02
|
|
|
251,751
|
|
|
19.85
|
|
||
Southeast U.S.
|
|
277,342
|
|
|
14.91
|
|
|
230,667
|
|
|
18.18
|
|
||
West U.S.
|
|
242,705
|
|
|
13.05
|
|
|
206,522
|
|
|
16.28
|
|
||
Canada
|
|
1,000
|
|
|
0.06
|
|
|
1,000
|
|
|
0.08
|
|
||
Total
|
|
$
|
1,859,651
|
|
|
100.00
|
%
|
|
$
|
1,268,489
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Fair Value:
|
|
|
|
|
|
|
|
|
||||||
Northeast U.S.
|
|
$
|
753,263
|
|
|
39.79
|
%
|
|
$
|
442,111
|
|
|
34.32
|
%
|
Midwest U.S.
|
|
317,958
|
|
|
16.80
|
|
|
140,191
|
|
|
10.88
|
|
||
Southwest U.S.
|
|
280,247
|
|
|
14.80
|
|
|
254,509
|
|
|
19.76
|
|
||
Southeast U.S.
|
|
285,648
|
|
|
15.09
|
|
|
236,808
|
|
|
18.38
|
|
||
West U.S.
|
|
252,730
|
|
|
13.35
|
|
|
212,939
|
|
|
16.53
|
|
||
Canada
|
|
3,200
|
|
|
0.17
|
|
|
1,550
|
|
|
0.13
|
|
||
Total
|
|
$
|
1,893,046
|
|
|
100.00
|
%
|
|
$
|
1,288,108
|
|
|
100.00
|
%
|
|
|
September 30, 2013
|
|
|
September 30, 2012
|
|
||||||||||
Cost:
|
|
|
|
|
|
|
|
|
|
|
||||||
Healthcare services
|
|
$
|
266,823
|
|
|
14.35
|
%
|
|
|
$
|
168,914
|
|
|
13.32
|
%
|
|
Diversified support services
|
|
170,174
|
|
|
9.15
|
|
|
|
111,362
|
|
|
8.78
|
|
|
||
Education services
|
|
166,750
|
|
|
8.97
|
|
|
|
99,033
|
|
|
7.81
|
|
|
||
Advertising
|
|
154,026
|
|
|
8.28
|
|
|
|
53,665
|
|
|
4.23
|
|
|
||
Specialized finance
|
|
124,232
|
|
|
6.68
|
|
|
|
—
|
|
|
—
|
|
|
||
Internet software & services
|
|
109,170
|
|
|
5.87
|
|
|
|
73,753
|
|
|
5.81
|
|
|
||
IT consulting & other services
|
|
82,440
|
|
|
4.43
|
|
|
|
44,979
|
|
|
3.55
|
|
|
||
Oil & gas equipment services
|
|
75,426
|
|
|
4.06
|
|
|
|
60,245
|
|
|
4.75
|
|
|
||
Healthcare equipment
|
|
70,494
|
|
|
3.79
|
|
|
|
82,808
|
|
|
6.53
|
|
|
||
Specialty stores
|
|
68,386
|
|
|
3.68
|
|
|
|
33,034
|
|
|
2.60
|
|
|
||
Human resources & employment services
|
|
64,944
|
|
|
3.49
|
|
|
|
19,441
|
|
|
1.53
|
|
|
||
Pharmaceuticals
|
|
51,538
|
|
|
2.77
|
|
|
|
40,309
|
|
|
3.18
|
|
|
||
Leisure products
|
|
47,222
|
|
|
2.54
|
|
|
|
55,534
|
|
|
4.38
|
|
|
||
Other diversified financial services
|
|
41,888
|
|
|
2.25
|
|
|
|
38,479
|
|
|
3.03
|
|
|
||
Auto parts & equipment
|
|
33,061
|
|
|
1.78
|
|
|
|
1,000
|
|
|
0.08
|
|
|
||
Construction & engineering
|
|
32,577
|
|
|
1.75
|
|
|
|
46,334
|
|
|
3.65
|
|
|
||
Household products
|
|
29,677
|
|
|
1.60
|
|
|
|
29,738
|
|
|
2.34
|
|
|
||
Asset management & custody banks
|
|
29,500
|
|
|
1.59
|
|
|
|
—
|
|
|
—
|
|
|
||
Home improvement retail
|
|
28,726
|
|
|
1.54
|
|
|
|
28,415
|
|
|
2.24
|
|
|
||
Apparel, accessories & luxury goods
|
|
28,385
|
|
|
1.53
|
|
|
|
37,919
|
|
|
2.99
|
|
|
||
Airlines
|
|
24,475
|
|
|
1.32
|
|
|
|
—
|
|
|
—
|
|
|
||
Data processing & outsources services
|
|
23,200
|
|
|
1.25
|
|
|
|
—
|
|
|
—
|
|
|
||
Specialty chemicals
|
|
20,000
|
|
|
1.08
|
|
|
|
—
|
|
|
—
|
|
|
||
Food distributors
|
|
18,435
|
|
|
0.99
|
|
|
|
18,115
|
|
|
1.43
|
|
|
||
Research & consulting services
|
|
17,521
|
|
|
0.94
|
|
|
|
13,885
|
|
|
1.09
|
|
|
||
Industrial machinery
|
|
16,883
|
|
|
0.91
|
|
|
|
21,052
|
|
|
1.66
|
|
|
||
Air freight & logistics
|
|
16,693
|
|
|
0.90
|
|
|
|
18,903
|
|
|
1.49
|
|
|
||
Security & alarm services
|
|
13,124
|
|
|
0.71
|
|
|
|
—
|
|
|
—
|
|
|
||
Application software
|
|
12,879
|
|
|
0.69
|
|
|
|
—
|
|
|
—
|
|
|
||
Environmental & facilities services
|
|
8,755
|
|
|
0.47
|
|
|
|
21,026
|
|
|
1.66
|
|
|
||
Construction materials
|
|
7,170
|
|
|
0.39
|
|
|
|
6,951
|
|
|
0.55
|
|
|
||
Multi-sector holdings
|
|
4,091
|
|
|
0.20
|
|
|
|
2,759
|
|
|
0.21
|
|
|
||
Building products
|
|
735
|
|
|
0.04
|
|
|
|
748
|
|
|
0.06
|
|
|
||
Thrift & mortgage finance
|
|
208
|
|
|
0.01
|
|
|
|
—
|
|
|
—
|
|
|
||
Leisure facilities
|
|
43
|
|
|
0.00
|
|
|
|
29,651
|
|
|
2.34
|
|
|
||
Electronic equipment & instruments
|
|
—
|
|
|
—
|
|
|
|
36,163
|
|
|
2.85
|
|
|
||
Integrated telecommunication services
|
|
—
|
|
|
—
|
|
|
|
31,994
|
|
|
2.52
|
|
|
||
Restaurants
|
|
—
|
|
|
—
|
|
|
|
19,130
|
|
|
1.51
|
|
|
||
Distributors
|
|
—
|
|
|
—
|
|
|
|
19,115
|
|
|
1.51
|
|
|
||
Electronic manufacturing services
|
|
—
|
|
|
—
|
|
|
|
3,835
|
|
|
0.30
|
|
|
||
Movies & entertainment
|
|
—
|
|
|
—
|
|
|
|
200
|
|
|
0.02
|
|
|
||
Total
|
|
$
|
1,859,651
|
|
|
100.00
|
%
|
|
|
$
|
1,268,489
|
|
|
100.00
|
%
|
|
|
September 30, 2013
|
|
|
September 30, 2012
|
|
||||||||
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||
Healthcare services
|
$
|
273,880
|
|
|
14.47
|
%
|
|
$
|
174,933
|
|
|
13.58
|
%
|
Diversified support services
|
171,078
|
|
|
9.04
|
|
|
113,021
|
|
|
8.77
|
|
||
Education services
|
168,492
|
|
|
8.90
|
|
|
99,327
|
|
|
7.71
|
|
||
Advertising
|
154,777
|
|
|
8.18
|
|
|
54,125
|
|
|
4.20
|
|
||
Specialized finance
|
124,400
|
|
|
6.57
|
|
|
—
|
|
|
—
|
|
||
Internet software & services
|
114,077
|
|
|
6.03
|
|
|
79,220
|
|
|
6.15
|
|
||
IT consulting & other services
|
83,916
|
|
|
4.43
|
|
|
45,746
|
|
|
3.55
|
|
||
Oil & gas equipment services
|
76,454
|
|
|
4.04
|
|
|
62,087
|
|
|
4.82
|
|
||
Healthcare equipment
|
70,866
|
|
|
3.74
|
|
|
84,084
|
|
|
6.53
|
|
||
Specialty stores
|
69,024
|
|
|
3.65
|
|
|
34,106
|
|
|
2.65
|
|
||
Human resources & employment services
|
65,391
|
|
|
3.45
|
|
|
20,196
|
|
|
1.57
|
|
||
Pharmaceuticals
|
52,787
|
|
|
2.79
|
|
|
41,000
|
|
|
3.18
|
|
||
Leisure products
|
49,952
|
|
|
2.64
|
|
|
56,477
|
|
|
4.38
|
|
||
Other diversified financial services
|
41,954
|
|
|
2.22
|
|
|
39,288
|
|
|
3.05
|
|
||
Construction & engineering
|
40,919
|
|
|
2.16
|
|
|
50,003
|
|
|
3.88
|
|
||
Auto parts & equipment
|
36,004
|
|
|
1.90
|
|
|
1,550
|
|
|
0.12
|
|
||
Asset management & custody banks
|
29,500
|
|
|
1.56
|
|
|
—
|
|
|
—
|
|
||
Household products
|
29,264
|
|
|
1.55
|
|
|
29,880
|
|
|
2.32
|
|
||
Home improvement retail
|
28,677
|
|
|
1.51
|
|
|
28,263
|
|
|
2.19
|
|
||
Apparel, accessories & luxury goods
|
27,724
|
|
|
1.46
|
|
|
38,413
|
|
|
2.98
|
|
||
Airlines
|
24,475
|
|
|
1.29
|
|
|
—
|
|
|
—
|
|
||
Data processing & outsources services
|
23,295
|
|
|
1.23
|
|
|
—
|
|
|
—
|
|
||
Specialty chemicals
|
20,000
|
|
|
1.06
|
|
|
—
|
|
|
—
|
|
||
Food distributors
|
18,732
|
|
|
0.99
|
|
|
18,400
|
|
|
1.43
|
|
||
Industrial machinery
|
18,197
|
|
|
0.96
|
|
|
21,750
|
|
|
1.69
|
|
||
Research & consulting services
|
17,912
|
|
|
0.95
|
|
|
14,189
|
|
|
1.10
|
|
||
Air freight & logistics
|
14,063
|
|
|
0.74
|
|
|
15,931
|
|
|
1.24
|
|
||
Application software
|
13,500
|
|
|
0.71
|
|
|
—
|
|
|
—
|
|
||
Security & alarm services
|
13,104
|
|
|
0.69
|
|
|
—
|
|
|
—
|
|
||
Environmental & facilities services
|
8,113
|
|
|
0.43
|
|
|
12,175
|
|
|
0.95
|
|
||
Construction materials
|
7,297
|
|
|
0.39
|
|
|
7,200
|
|
|
0.56
|
|
||
Multi-sector holdings
|
4,158
|
|
|
0.21
|
|
|
2,760
|
|
|
0.22
|
|
||
Building products
|
735
|
|
|
0.04
|
|
|
750
|
|
|
0.06
|
|
||
Leisure facilities
|
190
|
|
|
0.01
|
|
|
30,359
|
|
|
2.36
|
|
||
Thrift & mortgage finance
|
139
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
||
Electronic equipment & instruments
|
—
|
|
|
—
|
|
|
36,265
|
|
|
2.82
|
|
||
Integrated telecommunication services
|
—
|
|
|
—
|
|
|
32,892
|
|
|
2.55
|
|
||
Distributors
|
—
|
|
|
—
|
|
|
20,153
|
|
|
1.56
|
|
||
Restaurants
|
—
|
|
|
—
|
|
|
19,468
|
|
|
1.51
|
|
||
Electronic manufacturing services
|
—
|
|
|
—
|
|
|
3,835
|
|
|
0.30
|
|
||
Movies & entertainment
|
—
|
|
|
—
|
|
|
262
|
|
|
0.02
|
|
||
Total
|
$
|
1,893,046
|
|
|
100.00
|
%
|
|
$
|
1,288,108
|
|
|
100.00
|
%
|
Balance sheet items
|
|
September 30, 2013
|
Cash
|
|
$1,652
|
Loans receivable
|
|
298,906
|
Other assets
|
|
44,292
|
Total liabilities
|
|
323,351
|
Members' capital
|
|
21,499
|
|
|
|
Statement of operations items
|
|
For the period June 12, 2013 (date of acquisition) through September 30, 2013
|
Total income
|
|
$8,559
|
Total expenses, before interest expense due to the Company
|
|
6,851
|
Net income before interest expense due to the Company
|
|
1,708
|
Interest expense due to the Company
|
|
2,811
|
Net loss
|
|
(1,103)
|
|
|
Year ended
September 30,
2013
|
|
Year ended
September 30,
2012
|
|
Year ended
September 30,
2011
|
||||||
Earnings per common share — basic:
|
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
|
$
|
101,821
|
|
|
$
|
79,401
|
|
|
$
|
30,207
|
|
Weighted average common shares outstanding — basic
|
|
110,270
|
|
|
79,570
|
|
|
64,057
|
|
|||
Earnings per common share — basic
|
|
0.92
|
|
|
1.00
|
|
|
0.47
|
|
|||
Earnings per common share — diluted:
|
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations, before adjustments
|
|
$
|
101,821
|
|
|
$
|
79,401
|
|
|
$
|
30,207
|
|
Adjustments for interest on convertible notes, base management fees, incentive fees and gain on extinguishment of convertible notes
|
|
4,079
|
|
|
5,855
|
|
|
2,124
|
|
|||
Net increase in net assets resulting from operations, as adjusted
|
|
$
|
105,900
|
|
|
$
|
85,256
|
|
|
$
|
32,331
|
|
Weighted average common shares outstanding — basic
|
|
110,270
|
|
|
79,570
|
|
|
64,057
|
|
|||
Adjustments for dilutive effect of convertible notes
|
|
7,791
|
|
|
8,149
|
|
|
4,659
|
|
|||
Weighted average common shares outstanding — diluted
|
|
118,061
|
|
|
87,719
|
|
|
68,716
|
|
|||
Earnings per common share — diluted
|
|
$
|
0.90
|
|
|
$
|
0.97
|
|
|
$
|
0.47
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount
per Share
|
|
Cash
Distribution
|
|
DRIP Shares
Issued
|
|
|
|
DRIP Shares
Value
|
||
November 10, 2011
|
|
January 13, 2012
|
|
January 31, 2012
|
|
$ 0.0958
|
|
|
$ 6.6 million
|
|
29,902
|
|
|
(1)
|
|
$ 0.3 million
|
November 10, 2011
|
|
February 15, 2012
|
|
February 29, 2012
|
|
0.0958
|
|
|
7.4 million
|
|
45,071
|
|
|
|
|
0.4 million
|
November 10, 2011
|
|
March 15, 2012
|
|
March 30, 2012
|
|
0.0958
|
|
|
7.5 million
|
|
41,807
|
|
|
(1)
|
|
0.4 million
|
February 7, 2012
|
|
April 13, 2012
|
|
April 30, 2012
|
|
0.0958
|
|
|
7.4 million
|
|
48,328
|
|
|
(1)
|
|
0.5 million
|
February 7, 2012
|
|
May 15, 2012
|
|
May 31, 2012
|
|
0.0958
|
|
|
7.4 million
|
|
47,877
|
|
|
(1)
|
|
0.5 million
|
February 7, 2012
|
|
June 15, 2012
|
|
June 29, 2012
|
|
0.0958
|
|
|
7.5 million
|
|
41,499
|
|
|
|
|
0.4 million
|
May 7, 2012
|
|
July 13, 2012
|
|
July 31, 2012
|
|
0.0958
|
|
|
7.4 million
|
|
49,217
|
|
|
|
|
0.5 million
|
May 7, 2012
|
|
August 15, 2012
|
|
August 31, 2012
|
|
0.0958
|
|
|
7.5 million
|
|
41,359
|
|
|
|
|
0.4 million
|
May 7, 2012
|
|
September 14, 2012
|
|
September 28, 2012
|
|
0.0958
|
|
|
8.3 million
|
|
43,952
|
|
|
|
|
0.5 million
|
August 6, 2012
|
|
October 15, 2012
|
|
October 31, 2012
|
|
0.0958
|
|
|
8.2 million
|
|
51,754
|
|
|
|
|
0.5 million
|
August 6, 2012
|
|
November 15, 2012
|
|
November 30, 2012
|
|
0.0958
|
|
|
8.2 million
|
|
53,335
|
|
|
|
|
0.5 million
|
August 6, 2012
|
|
December 14, 2012
|
|
December 28, 2012
|
|
0.0958
|
|
|
9.5 million
|
|
64,680
|
|
|
|
|
0.6 million
|
August 6, 2012
|
|
January 15, 2013
|
|
January 31, 2013
|
|
0.0958
|
|
|
9.5 million
|
|
61,782
|
|
|
|
|
0.6 million
|
August 6, 2012
|
|
February 15, 2013
|
|
February 28, 2013
|
|
0.0958
|
|
|
9.1 million
|
|
103,356
|
|
|
|
|
1.0 million
|
January 14, 2013
|
|
March 15, 2013
|
|
March 29, 2013
|
|
0.0958
|
|
|
9.1 million
|
|
100,802
|
|
|
|
|
1.1 million
|
January 14, 2013
|
|
April 15, 2013
|
|
April 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
111,167
|
|
|
|
|
1.2 million
|
January 14, 2013
|
|
May 15, 2013
|
|
May 31, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
127,152
|
|
|
|
|
1.3 million
|
May 6, 2013
|
|
June 14, 2013
|
|
June 28, 2013
|
|
0.0958
|
|
|
10.5 million
|
|
112,821
|
|
|
|
|
1.1 million
|
May 6, 2013
|
|
July 15, 2013
|
|
July 31, 2013
|
|
0.0958
|
|
|
10.2 million
|
|
130,944
|
|
|
|
|
1.3 million
|
May 6, 2013
|
|
August 15, 2013
|
|
August 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
136,052
|
|
|
|
|
1.3 million
|
August 5, 2013
|
|
September 13, 2013
|
|
September 30, 2013
|
|
0.0958
|
|
|
10.3 million
|
|
135,027
|
|
|
|
|
1.3 million
|
|
|
Year Ended
September 30,
2013
|
|
Year Ended
September 30,
2012
|
||||
PIK balance at beginning of period
|
|
$
|
18,431
|
|
|
$
|
22,672
|
|
Gross PIK interest accrued
|
|
17,532
|
|
|
17,993
|
|
||
PIK income reserves(1)
|
|
(745
|
)
|
|
(4,198
|
)
|
||
PIK interest received in cash
|
|
(8,514
|
)
|
|
(5,477
|
)
|
||
Loan exits and other PIK adjustments
|
|
(2,769
|
)
|
|
(12,559
|
)
|
||
PIK balance at end of period
|
|
$
|
23,935
|
|
|
$
|
18,431
|
|
(1)
|
PIK income is generally reserved for when a loan is placed on PIK non-accrual status.
|
|
|
September 30, 2013
|
|
September 30, 2012
|
September 30, 2011
|
|||||||||||||||||||||||||||||||
|
|
Cost
|
% of Debt
Portfolio |
|
Fair
Value |
% of Debt
Portfolio |
|
Cost
|
% of Debt
Portfolio |
|
Fair
Value |
% of Debt
Portfolio |
|
Cost
|
% of
Portfolio |
|
Fair
Value |
% of Debt
Portfolio |
||||||||||||||||||
Accrual
|
|
$
|
1,779,201
|
|
100.00
|
%
|
|
$
|
1,793,463
|
|
100.00
|
%
|
|
$
|
1,217,393
|
|
99.26
|
%
|
|
$
|
1,237,961
|
|
99.74
|
%
|
|
$
|
1,098,434
|
|
96.54
|
%
|
|
$
|
1,091,857
|
|
99.29
|
%
|
PIK non-accrual
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
9,096
|
|
0.74
|
|
|
3,236
|
|
0.26
|
%
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Cash non-accrual(1)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
39,320
|
|
3.46
|
|
|
7,851
|
|
0.71
|
|
||||||
Total
|
|
$
|
1,779,201
|
|
100.00
|
%
|
|
$
|
1,793,463
|
|
100.00
|
%
|
|
$
|
1,226,489
|
|
100.00
|
%
|
|
$
|
1,241,197
|
|
100.00
|
%
|
|
$
|
1,137,754
|
|
100.00
|
%
|
|
$
|
1,099,708
|
|
100.00
|
%
|
(1)
|
Cash non-accrual status is inclusive of PIK and other noncash income, where applicable.
|
|
|
September 30, 2013
|
|
September 30, 2012
|
|
September 30, 2011
|
|||
Coll Materials Group LLC(1)
|
|
—
|
|
|
PIK non-accrual
|
|
|
—
|
|
Lighting by Gregory, LLC(1)
|
|
—
|
|
|
—
|
|
|
Cash non-accrual
|
|
O’Currance, Inc.(1)
|
|
—
|
|
|
—
|
|
|
Cash non-accrual
|
|
Premier Trailer Leasing, Inc.(1)
|
|
—
|
|
|
—
|
|
|
Cash non-accrual
|
|
Repechage Investments Limited(1)
|
|
—
|
|
|
—
|
|
|
Cash non-accrual
|
(1)
|
The Company no longer holds this investment. See Note 9 for a discussion of the Company’s recent realization events.
|
|
|
Year ended
September 30, 2013 (1) |
|
Year ended
September 30, 2012 |
|
Year ended
September 30, 2011 |
||||||
Cash interest income
|
|
$
|
280
|
|
|
$
|
3,068
|
|
|
$
|
5,815
|
|
PIK interest income
|
|
745
|
|
|
4,198
|
|
|
851
|
|
|||
OID income
|
|
—
|
|
|
96
|
|
|
105
|
|
|||
Total
|
|
$
|
1,025
|
|
|
$
|
7,362
|
|
|
$
|
6,771
|
|
(1)
|
Income non-accrual amounts for the year ended September 30, 2013 include amounts for investments that were no longer held at year end.
|
Net increase in net assets resulting from operations
|
$
|
101,821
|
|
Net unrealized appreciation
|
(13,397
|
)
|
|
Book/tax difference due to loan fees
|
(12,069
|
)
|
|
Book/tax difference due to organizational and deferred offering costs
|
(87
|
)
|
|
Book/tax difference due to interest income on certain loans
|
424
|
|
|
Book/tax difference due to capital losses not recognized
|
26,529
|
|
|
Other book-tax differences
|
(2,181
|
)
|
|
|
|
||
Taxable/Distributable Income(1)
|
$
|
101,040
|
|
|
|
(1)
|
The Company’s taxable income for 2013 is an estimate and will not be finally determined until the Company files its tax return for the fiscal year ended September 30, 2013. Therefore, the final taxable income may be different than the estimate.
|
Undistributed ordinary income, net (RIC status)
|
$
|
—
|
|
Realized capital losses
|
(107,433
|
)
|
|
Unrealized gains, net
|
32,393
|
|
Distribution Type
|
|
Date Declared
|
|
|
Record Date
|
|
|
Payment Date
|
|
|
Amount Per Share
|
|
||||
Quarterly
|
|
|
5/1/2008
|
|
|
|
5/19/2008
|
|
|
|
6/3/2008
|
|
|
$
|
0.30
|
|
Quarterly
|
|
|
8/6/2008
|
|
|
|
9/10/2008
|
|
|
|
9/26/2008
|
|
|
|
0.31
|
|
Quarterly
|
|
|
12/9/2008
|
|
|
|
12/19/2008
|
|
|
|
12/29/2008
|
|
|
|
0.32
|
|
Quarterly
|
|
|
12/9/2008
|
|
|
|
12/30/2008
|
|
|
|
1/29/2009
|
|
|
|
0.33
|
|
Special
|
|
|
12/18/2008
|
|
|
|
12/30/2008
|
|
|
|
1/29/2009
|
|
|
|
0.05
|
|
Quarterly
|
|
|
4/14/2009
|
|
|
|
5/26/2009
|
|
|
|
6/25/2009
|
|
|
|
0.25
|
|
Quarterly
|
|
|
8/3/2009
|
|
|
|
9/8/2009
|
|
|
|
9/25/2009
|
|
|
|
0.25
|
|
Quarterly
|
|
|
11/12/2009
|
|
|
|
12/10/2009
|
|
|
|
12/29/2009
|
|
|
|
0.27
|
|
Quarterly
|
|
|
1/12/2010
|
|
|
|
3/3/2010
|
|
|
|
3/30/2010
|
|
|
|
0.30
|
|
Quarterly
|
|
|
5/3/2010
|
|
|
|
5/20/2010
|
|
|
|
6/30/2010
|
|
|
|
0.32
|
|
Quarterly
|
|
|
8/2/2010
|
|
|
|
9/1/2010
|
|
|
|
9/29/2010
|
|
|
|
0.10
|
|
Monthly
|
|
|
8/2/2010
|
|
|
|
10/6/2010
|
|
|
|
10/27/2010
|
|
|
|
0.10
|
|
Monthly
|
|
|
8/2/2010
|
|
|
|
11/3/2010
|
|
|
|
11/24/2010
|
|
|
|
0.11
|
|
Monthly
|
|
|
8/2/2010
|
|
|
|
12/1/2010
|
|
|
|
12/29/2010
|
|
|
|
0.11
|
|
Monthly
|
|
|
11/30/2010
|
|
|
|
1/4/2011
|
|
|
|
1/31/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
11/30/2010
|
|
|
|
2/1/2011
|
|
|
|
2/28/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
11/30/2010
|
|
|
|
3/1/2011
|
|
|
|
3/31/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
1/30/2011
|
|
|
|
4/1/2011
|
|
|
|
4/29/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
1/30/2011
|
|
|
|
5/2/2011
|
|
|
|
5/31/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
1/30/2011
|
|
|
|
6/1/2011
|
|
|
|
6/30/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
5/2/2011
|
|
|
|
7/1/2011
|
|
|
|
7/29/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
5/2/2011
|
|
|
|
8/1/2011
|
|
|
|
8/31/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
5/2/2011
|
|
|
|
9/1/2011
|
|
|
|
9/30/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
8/1/2011
|
|
|
|
10/14/2011
|
|
|
|
10/31/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
8/1/2011
|
|
|
|
11/15/2011
|
|
|
|
11/30/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
8/1/2011
|
|
|
|
12/13/2011
|
|
|
|
12/23/2011
|
|
|
|
0.1066
|
|
Monthly
|
|
|
11/10/2011
|
|
|
|
1/13/2012
|
|
|
|
1/31/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
11/10/2011
|
|
|
|
2/15/2012
|
|
|
|
2/29/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
11/10/2011
|
|
|
|
3/15/2012
|
|
|
|
3/30/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
2/7/2012
|
|
|
|
4/13/2012
|
|
|
|
4/30/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
2/7/2012
|
|
|
|
5/15/2012
|
|
|
|
5/31/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
2/7/2012
|
|
|
|
6/15/2012
|
|
|
|
6/29/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
5/7/2012
|
|
|
|
7/13/2012
|
|
|
|
7/31/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
5/7/2012
|
|
|
|
8/15/2012
|
|
|
|
8/31/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
5/7/2012
|
|
|
|
9/14/2012
|
|
|
|
9/28/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
8/6/2012
|
|
|
|
10/15/2012
|
|
|
|
10/31/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
8/6/2012
|
|
|
|
11/15/2012
|
|
|
|
11/30/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
8/6/2012
|
|
|
|
12/14/2012
|
|
|
|
12/28/2012
|
|
|
|
0.0958
|
|
Monthly
|
|
|
8/6/2012
|
|
|
|
1/15/2013
|
|
|
|
1/31/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
8/6/2012
|
|
|
|
2/15/2013
|
|
|
|
2/28/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
1/14/2013
|
|
|
|
3/15/2013
|
|
|
|
3/29/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
1/14/2013
|
|
|
|
4/15/2013
|
|
|
|
4/30/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
1/14/2013
|
|
|
|
5/15/2013
|
|
|
|
5/31/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
5/6/2013
|
|
|
|
6/14/2013
|
|
|
|
6/28/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
5/6/2013
|
|
|
|
7/15/2013
|
|
|
|
7/31/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
5/6/2013
|
|
|
|
8/15/2013
|
|
|
|
8/30/2013
|
|
|
|
0.0958
|
|
Monthly
|
|
|
8/5/2013
|
|
|
|
9/13/2013
|
|
|
|
9/30/2013
|
|
|
|
0.0958
|
|
•
|
In October 2012, the Company received a cash payment of $4.2 million from Rail Acquisition Corp. in full satisfaction of all obligations related to the revolving loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, the Company received a cash payment of $5.4 million from Bojangles in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, the Company received a cash payment of $21.9 million from Blue Coat Systems, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In October 2012, the Company received a cash payment of $9.9 million from Insight Pharmaceuticals LLC in full satisfaction of all obligations related to the first lien loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2012, the Company received a cash payment of $8.5 million from SolutionSet, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In January 2013, the Company received a cash payment of $30.2 million from NDSSI Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction. The Company also received an additional $3.0 million in connection with the sale of its preferred equity investment (including accumulated PIK of $0.9 million), realizing a gain of $0.1 million;
|
•
|
In January 2013, the Company received a cash payment of $44.6 million from Welocalize, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In February 2013, the Company received a cash payment of $14.6 million from Edmentum, Inc. in full satisfaction of all obligations under the first lien loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In February 2013, the Company received a cash payment of $7.1 million from Advanced Pain Management Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2013, the Company received a cash payment of $10.0 million from eResearch Technology, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2013, the Company received a cash payment of $15.0 million from AdVenture Interactive, Corp. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2013, the Company received a cash payment of $19.5 million from idX Corporation in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
|
•
|
In April 2013, the Company realized a loss in the amount of $11.2 million after the senior-most creditors foreclosed on the assets of Coll Materials Group, LLC. The Company maintains a $1.0 million receivable related to a financial guarantee related to the transaction;
|
•
|
In April 2013, the Company received a cash payment of $14.1 million from Huddle House, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In April 2013, the Company received a cash payment of $20.4 million from Slate Pharmaceuticals Acquisition Corp. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In April 2013, the Company received a cash payment of $12.5 million from Securus Technologies Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, the Company received a cash payment of $9.6 million from ConvergeOne Holdings Corp. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, the Company received a cash payment of $30.9 million from CompuCom Systems, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, the Company received a cash payment of $31.1 million from Cardon Healthcare Network, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2013, the Company restructured its investment in Trans-Trade Brokers, Inc. As part of the restructuring, the Company exchanged cash and its debt and equity securities for debt and equity securities in the restructured entity, TransTrade Operators, Inc., and recorded a realized loss in the amount of $6.1 million on this transaction;
|
•
|
In June 2013, the Company received a cash payment of $33.6 million from U.S. Retirement Partners, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In June 2013, the Company received a cash payment of $14.6 million from Traffic Solutions Holdings, Inc. in full satisfaction of all obligations related to the Term Loan A and Revolver under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, the Company received a cash payment of $9.1 million from U.S. Collections, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, the Company received a cash payment of $9.9 million from Ikaria Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, the Company received a cash payment of $5.5 million from Miche Bag, LLC in full satisfaction of all obligations related to the Term Loan A under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, the Company received a cash payment of $43.9 million from Tegra Medical, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2013, the Company received a cash payment of $27.0 million from MX USA, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In August 2013, the Company restructured its investment in Eagle Hospital Physicians, Inc. As part of the restructuring, the Company exchanged cash and its debt securities for debt and equity securities in the successor entity, Eagle Hospital Physicians, LLC, and recorded a realized loss in the amount of $9.8 million on this transaction;
|
•
|
In August 2013, the Company received a cash payment of $43.5 million from InvestRx Corporation in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In September 2013, the Company received a cash payment of $43.1 million from Titan Fitness, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction; and
|
•
|
During the year ended September 30, 2013, the Company received cash payments of $59.9 million in connection with partial sales of debt investments in the open market and recorded a net realized gain of $0.4 million.
|
•
|
In November 2011, the Company recorded a realized loss in the amount of $18.1 million as a result of a Delaware bankruptcy court judge ruling which confirmed a Chapter 11 plan of reorganization that provided no recovery on the Company’s investment in Premier Trailer Leasing, Inc.;
|
•
|
In November 2011, the Company received a cash payment of $20.2 million from IZI Medical Products, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and the Company received an additional $1.3 million proceeds from its equity investment, realizing a gain of $0.8 million;
|
•
|
In December 2011, the Company received a cash payment of $23.0 million from ADAPCO, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2011, the Company received a cash payment of $2.0 million from Best Vinyl Fence & Deck, LLC in full satisfaction of all obligations related to the Term Loan A under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2011, the Company received a cash payment of $9.2 million from Actient Pharmaceuticals LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In January 2012, the Company received a cash payment of $18.5 million from IOS Acquisitions, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In February 2012, the Company received a cash payment of $2.1 million from O’Currance, Inc. The debt investment was exited below par and the Company recorded a realized loss in the amount of $10.7 million on this transaction;
|
•
|
In February 2012, the Company received a cash payment of $25.0 million from Ernest Health, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, the Company received a cash payment of $47.7 million from CRGT, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, the Company received a cash payment of $24.5 million from Epic Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, the Company received a cash payment of $48.8 million from Dominion Diagnostics, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In March 2012, the Company received a cash payment of $5.0 million from Genoa Healthcare Holdings, LLC in full satisfaction of all obligations under the senior loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2012, the Company received a cash payment of $28.9 million from JTC Education, Inc. in full satisfaction of all obligations under the first lien loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In May 2012, the Company received a cash payment of $6.1 million from Fitness Edge, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In June 2012, the Company received a cash payment of $20.2 million from Caregiver Services, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2012, the Company received a cash payment of $1.0 million from Best Vinyl Fence & Deck, LLC. The Term Loan B debt investment was exited below par and the Company recorded a realized loss in the amount of $3.3 million on this transaction;
|
•
|
In July 2012, the Company received a cash payment of $8.7 million from Pacific Architects & Engineers, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In August 2012, the Company restructured its investment in Traffic Control & Safety Corp. As part of the restructuring, the Company exchanged cash and its debt and equity securities for debt and equity securities in the successor entity, Statewide Holdings, Inc., and recorded a realized loss in the amount of $10.9 million on this transaction;
|
•
|
In August 2012, the Company received a cash payment of $18.0 million from Stackpole Powertrain International ULC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In September 2012, the Company received a cash payment of $0.1 million in connection with the sale of its investment in Lighting by Gregory, LLC. The investment was exited below par and the Company recorded a realized loss in the amount of $5.3 million on this transaction;
|
•
|
In September 2012, the Company received total consideration of $0.6 million in connection with the exit of its investment in Repechage Investments Limited. The investment was exited below par and the Company recorded a realized loss in the amount of $3.6 million on this transaction; and
|
•
|
In September 2012, the Company received a total consideration of $1.8 million in connection with the sale of its Rail Acquisition Corp. term loan investment. The debt investment was exited below par and the Company recorded a realized loss in the amount of $13.9 million on this transaction. The proceeds related to this sale had
|
•
|
In October 2010, the Company received a cash payment of $8.7 million from Goldco, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2010, the Company received a cash payment of $11.0 million from TBA Global, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In November 2010, the Company restructured its investment in Vanguard Vinyl, Inc. The restructuring resulted in a realized loss in the amount of $1.7 million;
|
•
|
In December 2010, the Company restructured its investment in Nicos Polymers & Grinding, Inc. The restructuring resulted in a realized loss in the amount of $3.9 million;
|
•
|
In December 2010, the Company received a cash payment of $25.3 million from Boot Barn in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In December 2010, the Company received a cash payment of $11.7 million from Western Emulsions, Inc. in partial satisfaction of the obligations under the loan agreement. No realized gain or loss was recorded on this transaction;
|
•
|
In December 2010, the Company restructured its investment in Lighting by Gregory, LLC. The restructuring resulted in a realized loss in the amount of $7.8 million;
|
•
|
In March 2011, the Company received a cash payment of $5.0 million from AmBath/ReBath Holdings, Inc. as part of a restructuring of the loan agreement. The restructuring resulted in a realized loss in the amount of $0.3 million;
|
•
|
In March and April 2011, the Company received cash payments totaling $1.1 million from MK Network, LLC as part of a settlement of the loan agreement. In April 2011, the Company recorded a realized loss on this investment in the amount of $14.1 million;
|
•
|
In July 2011, the Company received a cash payment of $7.3 million from Filet of Chicken in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
|
•
|
In July 2011, the Company received a cash payment of $19.8 million from Cenegenics, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
|
•
|
In August 2011, the Company terminated its interest rate swap agreement and realized a loss of $1.3 million, which included a reclassification of $0.8 million of prior unrealized depreciation;
|
•
|
In September 2011, the Company received a cash payment of $19.1 million from Flatout, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction; and
|
•
|
In September 2011, the Company received a cash payment of $0.1 million in connection with the sale of its investment in CPAC, Inc. The Company recorded a realized loss on this investment in the amount of $1.0 million.
|
•
|
No incentive fee is payable to the Investment Adviser in any fiscal quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the “preferred return” or “hurdle”);
|
•
|
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 or equal to 2.5% in any fiscal quarter (10% annualized) is payable to the Investment Adviser. The Company refers to this portion of its Pre-Incentive Fee
|
•
|
20% of the amount of the Company's Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any fiscal quarter (10% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved (20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Investment Adviser).
|
|
|
Year Ended
September 30,
2013
|
|
Year Ended
September 30,
2012
|
|
Year Ended
September 30,
2011
|
|
Year Ended
September 30,
2010
|
|
Year Ended
September 30,
2009
|
Net asset value at beginning of period
|
|
$9.92
|
|
$10.07
|
|
$10.43
|
|
$10.84
|
|
$13.02
|
Net investment income
|
|
1.04
|
|
1.11
|
|
1.05
|
|
0.95
|
|
1.27
|
Net unrealized appreciation (depreciation) on investments and interest rate swap
|
|
0.12
|
|
0.70
|
|
(0.10)
|
|
(0.04)
|
|
(0.44)
|
Net realized loss on investments and interest rate swap
|
|
(0.24)
|
|
(0.81)
|
|
(0.47)
|
|
(0.42)
|
|
(0.58)
|
Distributions of ordinary income
|
|
(0.90)
|
|
(1.04)
|
|
(1.20)
|
|
(0.96)
|
|
(1.19)
|
Tax return of capital
|
|
(0.25)
|
|
(0.14)
|
|
(0.06)
|
|
—
|
|
(0.01)
|
Net issuance of common stock
|
|
0.16
|
|
0.03
|
|
0.42
|
|
0.06
|
|
(1.23)
|
Net asset value at end of period
|
|
$9.85
|
|
$9.92
|
|
$10.07
|
|
$10.43
|
|
$10.84
|
Per share market value at beginning of period
|
|
$10.98
|
|
$9.32
|
|
$11.14
|
|
$10.93
|
|
$10.05
|
Per share market value at end of period
|
|
$10.29
|
|
$10.98
|
|
$9.32
|
|
$11.14
|
|
$10.93
|
Total return(1)
|
|
4.89%
|
|
32.59%
|
|
(6.76)%
|
|
11.22%
|
|
26.86%
|
Common shares outstanding at beginning of period
|
|
91,048
|
|
72,376
|
|
54,550
|
|
37,879
|
|
22,614
|
Common shares outstanding at end of period
|
|
139,041
|
|
91,048
|
|
72,376
|
|
54,550
|
|
37,879
|
Net assets at beginning of period
|
|
$903,570
|
|
$728,627
|
|
$569,172
|
|
$410,556
|
|
$294,336
|
Net assets at end of period
|
|
$1,368,872
|
|
$903,570
|
|
$728,627
|
|
$569,172
|
|
$410,556
|
Average net assets(2)
|
|
$1,095,225
|
|
$790,921
|
|
$677,354
|
|
$479,004
|
|
$291,401
|
Ratio of net investment income to average net assets
|
|
10.50%
|
|
11.13%
|
|
9.91%
|
|
8.98%
|
|
10.76%
|
Ratio of total expenses to average net assets(3)
|
|
9.74%
|
|
9.95%
|
|
8.79%
|
|
5.74%
|
|
6.34%
|
Ratio of portfolio turnover to average investments at fair value
|
|
38.22%
|
|
29.74%
|
|
7.26%
|
|
2.24%
|
|
—%
|
Weighted average outstanding debt(4)
|
|
$597,596
|
|
$421,366
|
|
$247,549
|
|
$22,592
|
|
$5,019
|
Average debt per share
|
|
$5.42
|
|
$5.30
|
|
$3.86
|
|
$0.50
|
|
$0.20
|
(1)
|
Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company's dividend reinvestment plan.
|
(2)
|
Calculated based upon the weighted average net assets for the period.
|
(3)
|
The ratio of total expenses to average net assets excluding voluntary fee waivers would be 9.95% for the year ended September 30, 2013.
|
(4)
|
Calculated based upon the weighted average of loans payable for the period.
|
Portfolio Company/Type of Investment(1)
|
|
Amount of
Interest,
Fees or
Dividends
Credited in
Income(2)
|
|
Fair Value
at October 1,
2012
|
|
Gross
Additions(3)
|
|
Gross
Reductions(4)
|
|
Fair Value
at September 30,
2013
|
||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Coll Materials Group LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Lien Term Loan A, 12% cash due 11/1/2014
|
|
230
|
|
|
1,238
|
|
|
—
|
|
|
(1,238
|
)
|
|
—
|
|
|||||
Second Lien Term Loan B, 14% PIK due 11/1/2014
|
|
58
|
|
|
1,999
|
|
|
—
|
|
|
(1,999
|
)
|
|
—
|
|
|||||
50% interest in CD HOLDCO, LLC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Traffic Solutions Holdings, Inc. (formerly Statewide Holdings, Inc.)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, L+8.5% (1.25% floor) cash due 8/10/2015
|
|
1,326
|
|
|
15,023
|
|
|
524
|
|
|
(15,547
|
)
|
|
—
|
|
|||||
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
2,283
|
|
|
14,068
|
|
|
607
|
|
|
(176
|
)
|
|
14,499
|
|
|||||
First Lien Revolver, L+8.5% (1.25% floor) cash due 8/10/2015
|
|
35
|
|
|
—
|
|
|
146
|
|
|
(146
|
)
|
|
—
|
|
|||||
LC Facility, 8.5% cash due 12/31/2016
|
|
341
|
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
|
—
|
|
|||||
746,114 Series A Preferred Units
|
|
778
|
|
|
14,377
|
|
|
1,514
|
|
|
—
|
|
|
15,891
|
|
|||||
746,114 Common Stock Units
|
|
—
|
|
|
6,535
|
|
|
4,920
|
|
|
(926
|
)
|
|
10,529
|
|
|||||
TransTrade Operators, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
|
|
655
|
|
|
—
|
|
|
13,666
|
|
|
(142
|
)
|
|
13,524
|
|
|||||
596.67 Series A Common Units in TransTrade Holding LLC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
3,033,333.33 Preferred Units in TransTrade Holding LLC
|
|
—
|
|
|
—
|
|
|
3,033
|
|
|
(2,494
|
)
|
|
539
|
|
|||||
HFG Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
|
|
5,837
|
|
|
—
|
|
|
96,297
|
|
|
(3,000
|
)
|
|
93,297
|
|
|||||
860,000 Class A Units
|
|
—
|
|
|
—
|
|
|
22,347
|
|
|
(1
|
)
|
|
22,346
|
|
|||||
First Star Aviation, LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
|
|
874
|
|
|
—
|
|
|
19,742
|
|
|
(531
|
)
|
|
19,211
|
|
|||||
5,264,207 Common Units
|
|
—
|
|
|
—
|
|
|
5,264
|
|
|
—
|
|
|
5,264
|
|
|||||
Eagle Hospital Physicians, LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, 8% PIK due 8/1/2016
|
|
150
|
|
|
—
|
|
|
11,150
|
|
|
(1
|
)
|
|
11,149
|
|
|||||
First Lien Term Loan B, 8.1% PIK due 8/1/2016
|
|
41
|
|
|
—
|
|
|
3,050
|
|
|
—
|
|
|
3,050
|
|
|||||
First Lien Revolver, 8% cash due 8/1/2016
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
4,100,000 Class A Common Units
|
|
—
|
|
|
—
|
|
|
6,203
|
|
|
—
|
|
|
6,203
|
|
|||||
Total Control Investments
|
|
$
|
12,649
|
|
|
$
|
53,240
|
|
|
$
|
188,477
|
|
|
$
|
(26,215
|
)
|
|
$
|
215,502
|
|
Affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Caregiver Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1,080,399 shares of Series A Preferred Stock
|
|
—
|
|
|
2,924
|
|
|
350
|
|
|
(18
|
)
|
|
3,256
|
|
|||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
|
|
438
|
|
|
4,268
|
|
|
112
|
|
|
(1,108
|
)
|
|
3,272
|
|
|||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
|
|
3,806
|
|
|
23,995
|
|
|
1,415
|
|
|
(93
|
)
|
|
25,317
|
|
|||||
4,668,788 shares of Preferred Stock
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|||||
Total Affiliate Investments
|
|
$
|
4,244
|
|
|
$
|
31,187
|
|
|
$
|
1,964
|
|
|
$
|
(1,219
|
)
|
|
$
|
31,932
|
|
Total Control & Affiliate Investments
|
|
$
|
16,893
|
|
|
$
|
84,427
|
|
|
$
|
190,441
|
|
|
$
|
(27,434
|
)
|
|
$
|
247,434
|
|
(1)
|
The principal amount and ownership detail as shown in the Consolidated Schedules of Investments.
|
(2)
|
Represents the total amount of interest, fees and dividends credited to income for the portion of the year an investment was included in the Control or Non-Control/Non-Affiliate categories, respectively.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on Investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
|
(4)
|
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
|
Portfolio Company/Type of Investment(1)
|
|
Amount of
Interest,
Fees or
Dividends
Credited in
Income(2)
|
|
Fair Value
at October 1,
2011
|
|
Gross
Additions(3)
|
|
Gross
Reductions(4)
|
|
Fair Value
at September 30,
2012
|
||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lighting by Gregory, LLC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, 9.75% PIK due 2/28/2013
|
|
$
|
60
|
|
|
$
|
2,526
|
|
|
$
|
3,318
|
|
|
$
|
(5,844
|
)
|
|
$
|
—
|
|
First Lien Bridge Loan, 8% PIK due 3/31/2012
|
|
6
|
|
|
—
|
|
|
113
|
|
|
(113
|
)
|
|
—
|
|
|||||
97.38% membership interest
|
|
—
|
|
|
—
|
|
|
1,210
|
|
|
(1,210
|
)
|
|
—
|
|
|||||
Nicos Polymers & Grinding, Inc.(5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan, 8% cash due 12/4/2017
|
|
110
|
|
|
5,190
|
|
|
200
|
|
|
(5,390
|
)
|
|
—
|
|
|||||
First Lien Revolver, 8% cash due 12/4/2017
|
|
10
|
|
|
1,551
|
|
|
—
|
|
|
(1,551
|
)
|
|
—
|
|
|||||
50% membership interest
|
|
—
|
|
|
5,233
|
|
|
—
|
|
|
(5,233
|
)
|
|
—
|
|
|||||
Coll Materials Group LLC(5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Lien Term Loan A, 12% cash due 11/1/2014
|
|
558
|
|
|
—
|
|
|
7,103
|
|
|
(5,865
|
)
|
|
1,238
|
|
|||||
Second Lien Term Loan B, 14% PIK due 11/1/2014
|
|
40
|
|
|
—
|
|
|
2,040
|
|
|
(41
|
)
|
|
1,999
|
|
|||||
50% interest in CD HOLDCO, LLC
|
|
—
|
|
|
—
|
|
|
8,709
|
|
|
(8,709
|
)
|
|
—
|
|
|||||
Statewide Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, L+8.5% (1.25% floor) cash due 8/10/2014
|
|
661
|
|
|
—
|
|
|
15,496
|
|
|
(473
|
)
|
|
15,023
|
|
|||||
First Lien Term Loan B, 12% cash 3% PIK due 8/10/2014
|
|
721
|
|
|
—
|
|
|
14,510
|
|
|
(442
|
)
|
|
14,068
|
|
|||||
First Lien Revolver, L+8.5% (1.25% floor) cash due 8/10/2014
|
|
157
|
|
|
—
|
|
|
157
|
|
|
(157
|
)
|
|
—
|
|
|||||
LC Facility, 8.5% cash due 8/10/2014
|
|
198
|
|
|
—
|
|
|
157
|
|
|
(157
|
)
|
|
—
|
|
|||||
746,114 Series A Preferred Units
|
|
—
|
|
|
—
|
|
|
14,377
|
|
|
—
|
|
|
14,377
|
|
|||||
746,114 Common Stock Units
|
|
—
|
|
|
—
|
|
|
6,535
|
|
|
—
|
|
|
6,535
|
|
|||||
Total Control Investments
|
|
$
|
2,521
|
|
|
$
|
14,500
|
|
|
$
|
73,925
|
|
|
$
|
(35,185
|
)
|
|
$
|
53,240
|
|
Affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
O’Currance, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, 12.875% cash 4% PIK due 3/21/2012
|
|
25
|
|
|
3,173
|
|
|
9,320
|
|
|
(12,493
|
)
|
|
—
|
|
|||||
First Lien Term Loan B, 12.875% cash 4% PIK due 3/21/2012
|
|
13
|
|
|
324
|
|
|
953
|
|
|
(1,277
|
)
|
|
—
|
|
|||||
1.75% Preferred Membership Interest in O’Currance Holding Co., LLC
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(130
|
)
|
|
—
|
|
|||||
3.3% Membership Interest in O’Currance Holding Co., LLC
|
|
—
|
|
|
—
|
|
|
250
|
|
|
(250
|
)
|
|
—
|
|
|||||
Caregiver Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Lien Term Loan A, LIBOR+6.85% (5.15% floor) cash due 2/25/2013
|
|
643
|
|
|
5,843
|
|
|
185
|
|
|
(6,028
|
)
|
|
—
|
|
|||||
Second Lien Term Loan B, 12.5% cash 4% PIK due 2/25/2013
|
|
2,645
|
|
|
15,067
|
|
|
1,184
|
|
|
(16,251
|
)
|
|
—
|
|
|||||
1,080,399 shares of Series A Preferred Stock
|
|
—
|
|
|
1,490
|
|
|
1,434
|
|
|
—
|
|
|
2,924
|
|
|||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 12/30/2014
|
|
113
|
|
|
—
|
|
|
4,268
|
|
|
—
|
|
|
4,268
|
|
|||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 12/30/2014
|
|
923
|
|
|
—
|
|
|
24,126
|
|
|
(131
|
)
|
|
23,995
|
|
|||||
4,668,788 shares of Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Affiliate Investments
|
|
$
|
4,362
|
|
|
$
|
25,897
|
|
|
$
|
41,850
|
|
|
$
|
(36,560
|
)
|
|
$
|
31,187
|
|
Total Control & Affiliate Investments
|
|
$
|
6,883
|
|
|
$
|
40,397
|
|
|
$
|
115,775
|
|
|
$
|
(71,745
|
)
|
|
$
|
84,427
|
|
(1)
|
The principal amount and ownership detail as shown in the Consolidated Schedules of Investments.
|
(2)
|
Represents the total amount of interest, fees and dividends credited to income for the portion of the year an investment was included in the Control or Non-Control/Non-Affiliate categories, respectively.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on Investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
|
(4)
|
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
|
(5)
|
Coll Materials Group LLC is the successor entity to Nicos Polymers & Grinding, Inc.
|
(a)(1)
|
Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 8-A (File No. 001-33901) filed on January 2, 2008).
|
(a)(2)
|
Certificate of Amendment to the Registrant’s Restated Certificate of Incorporation (Incorporated by reference to Exhibit (a)(2) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-146743) filed on June 6, 2008).
|
(a)(3)
|
Certificate of Correction to the Certificate of Amendment to the Registrant’s Restated Certificate of Incorporation (Incorporated by reference to Exhibit (a)(3) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-146743) filed on June 6, 2008).
|
(a)(4)
|
Certificate of Amendment to Registrant’s Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33901) filed on May 5, 2010).
|
(a)(5)
|
Certificate of Amendment to Registrant’s Certificate of Incorporation (Incorporated by reference to Exhibit (a)(5) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-180267) filed on April 2, 2013).
|
(b)
|
Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on April 19, 2013).
|
(d)(1)
|
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form 8-A (File No. 001-33901) filed on January 2, 2008).
|
(d)(2)
|
Indenture, dated April 12, 2011, between Registrant and Deutsche Bank Trust Company Americas, as trustee (including Form of 5.375% Convertible Notes due 2016) (Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on April 12, 2011).
|
(d)(3)
|
Indenture, dated April 30, 2012, between Registrant and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit (d)(4) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-180267) filed on July 27, 2012).
|
(d)(4)
|
Form of First Supplemental Indenture relating to the 5.875% Unsecured Notes due 2024, between the Registrant and Deutsche Bank Trust Company Americas, as trustee (including Form of 5.875% Unsecured Notes due 2024) (Incorporated by reference to Exhibit (d)(5) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-180267) filed on October 18, 2012).
|
(d)(5)
|
Form of Second Supplemental Indenture relating to the 6.125% Notes due 2028, between the Registrant and Deutsche Bank Trust Company Americas, as trustee (including Form of 6.125% Notes due 2028) (Incorporated by reference to Exhibit (d)(7) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-180267) filed on April 2, 2013).
|
(d)(6)
|
Statement of Eligibility of Trustee on Form T-1.*
|
(d)(7)
|
Form of Warrant Agreement and Warrant Certificate.**
|
(e)
|
Amended and Restated Dividend Reinvestment Plan (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on October 28, 2010).
|
(f)
|
Second Amended and Restated Investment Advisory Agreement by and between Registrant and Fifth Street Management LLC (Incorporated by reference to Exhibit 10.5 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33901) filed on May 4, 2011).
|
(h)(1)
|
Form of Underwriting Agreement for equity securities.**
|
(h)(2)
|
Form of Underwriting Agreement for debt securities.**
|
(j)
|
Custody Agreement (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 10-Q (File No. 001-33901) filed on January 31, 2011).
|
(k)(1)
|
Administration Agreement by and between Registrant and FSC CT, Inc. (Incorporated by reference to Exhibit 10.1 filed with the Registrant's Form 10-Q (File No. 814-00755) filed on February 6, 2014).
|
(k)(2)
|
Form of License Agreement by and between Registrant and Fifth Street Capital LLC (Incorporated by reference to Exhibit (k)(2) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-146743) filed on May 8, 2008).
|
(k)(3)
|
Purchase and Sale Agreement by and between Registrant and Fifth Street Funding, LLC, dated as of November 16, 2009 (Incorporated by reference to Exhibit 10.7 filed with the Registrant’s Annual Report on Form 10-K (File No. 001-33901) filed on December 9, 2009).
|
(k)(4)
|
Amendment No. 1 to the Purchase and Sale Agreement by and between Registrant and Fifth Street Funding, LLC, dated as of November 30, 2011 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on December 5, 2011).
|
(k)(5)
|
Pledge Agreement by and between Registrant and Wells Fargo Bank, N.A., dated as of November 16, 2009 (Incorporated by reference to Exhibit 10.8 filed with the Registrant’s Annual Report on Form 10-K (File No. 001-33901) filed on December 9, 2009).
|
(k)(6)
|
Omnibus Amendment No. 1 relating to Registrant’s credit facility with Wells Fargo Bank, N.A., dated as of May 26, 2010 (Incorporated by reference to Exhibit (k)(6) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on June 4, 2010).
|
(k)(7)
|
Amended and Restated Loan and Servicing Agreement among Fifth Street Funding, LLC, Registrant, Wells Fargo Securities, LLC, and Wells Fargo Bank, N.A., dated as of November 5, 2010 (Incorporated by reference to Exhibit 10.6 filed with the Registrant’s Annual Report on Form 10-K (File No. 001-33901) filed on December 2, 2010).
|
(k)(8)
|
Amendment No. 1 to the Amended and Restated Loan and Servicing Agreement among Registrant, Fifth Street Funding, LLC, Wells Fargo Securities, LLC and Wells Fargo Bank, N.A., dated as of February 25, 2011 (Incorporated by reference to Exhibit (k)(4) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on March 30, 2011).
|
(k)(9)
|
Amendment No. 3 to the Amended and Restated Loan and Servicing Agreement among Registrant, Fifth Street Funding, LLC, Wells Fargo Securities, LLC and Wells Fargo Bank, N.A., dated as of November 30, 2011 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on December 5, 2011).
|
(k)(10)
|
Amendment No. 4 to the Amended and Restated Loan and Servicing Agreement among Registrant, Fifth Street Funding, LLC, Wells Fargo Securities, LLC and Wells Fargo Bank, N.A., dated as of April 23, 2012 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on April 25, 2012).
|
(k)(11)
|
Amendment No. 6 to the Amended and Restated Loan and Servicing Agreement among Registrant, Fifth Street Funding, LLC, Wells Fargo Securities, LLC and Wells Fargo Bank, N.A., dated as of June 20, 2013 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on June 24, 2013).
|
(k)(12)
|
Guarantee, Pledge and Security Agreement among Registrant, FSFC Holdings, Inc. and ING Capital LLC, dated as of May 27, 2010 (Incorporated by reference to Exhibit (k)(8) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on June 4, 2010).
|
(k)(13)
|
Amended and Restated Senior Secured Revolving Credit Agreement among Registrant, ING Capital LLC, Royal Bank of Canada, UBS Loan Finance, LLC, Morgan Stanley Bank, N.A., Key Equipment Finance Inc., Deutsche Bank Trust Company Americas and Patriot National Bank, dated as of February 22, 2011 (Incorporated by reference to Exhibit (k)(8) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on March 30, 2011).
|
(k)(14)
|
Amendment and Reaffirmation Agreement among Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC and ING Capital LLC, dated as of February 22, 2011 (Incorporated by reference to Exhibit (k)(10) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on March 30, 2011).
|
(k)(15)
|
Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement and Amendment No. 2 to the Guarantee, Pledge and Security Agreement, among Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC, Royal Bank of Canada, UBS Loan Finance LLC, Morgan Stanley Bank, N.A., Key Equipment Finance, Inc., Deutsche Bank Trust Company Americas and Patriot National Bank, dated as of July 8, 2011 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on July 14, 2011).
|
(k)(16)
|
Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement among Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC, Key Equipment Finance, Inc. and UBS Loan Finance LLC, dated as of November 29, 2011 (Incorporated by reference to Exhibit 10.15 filed with the Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
(k)(17)
|
Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Agreement among Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC, and the lenders party thereto, dated as of February 29, 2012 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on March 2, 2012).
|
(k)(18)
|
Amendment No. 4 to Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC, and the lenders party thereto, dated as of November 30, 2012 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on December 4, 2012).
|
(k)(19)
|
Amendment No. 5 to Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC, and the lenders party thereto, dated as of August 6, 2013 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Form 10-Q (File No. 814-00755) filed on August 7, 2013).
|
(k)(20)
|
Amendment No. 6 to Amended and Restated Senior Secured Revolving Credit Agreement among the Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC, and the lenders party thereto, dated as of September 13, 2013 (Incorporated by reference to Exhibit (k)(20) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-186101) filed on September 26, 2013).
|
(k)(21)
|
Form of Incremental Assumption Agreement among Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC and Increasing/Assuming Lender (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on October 24, 2013).
|
(k)(22)
|
Waiver Letter among Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, ING Capital LLC, Royal Bank of Canada and Key Equipment Finance, Inc., dated as of August 3, 2011 (Incorporated by reference to Exhibit 10.17 filed with the Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
(k)(23)
|
Loan and Servicing Agreement among Registrant, Fifth Street Funding II, LLC and Sumitomo Mitsui Banking Corporation, dated as of September 16, 2011 (Incorporated by reference to Exhibit 10.18 filed with the Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
(k)(24)
|
Amendment No. 1 and Waiver to the Loan and Servicing Agreement among Registrant, Fifth Street Funding II, LLC and Sumitomo Mitsui Banking Corporation, dated as of March 16, 2012 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Form 10-Q (File No. 814-00755) filed on May 8, 2012).
|
(k)(25)
|
Amendment No. 2 to the Loan and Servicing Agreement among Registrant, Fifth Street Funding II, LLC and Sumitomo Mitsui Banking Corporation, dated as of October 30, 2013 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on November 5, 2013).
|
(k)(26)
|
Purchase and Sale Agreement by and between Registrant and Fifth Street Funding II, LLC, dated as of September 16, 2011 (Incorporated by reference to Exhibit 10.19 filed with the Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
(l)
|
Opinion and Consent of Sutherland Asbill & Brennan LLP.*
|
(n)(1)
|
Consent of PricewaterhouseCoopers LLP.*
|
(n)(2)
|
Report of PricewaterhouseCoopers LLP. (Incorporated by reference to Exhibit (n)(2) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-192770) filed on December 10, 2013).
|
(r)(1)
|
Joint Code of Ethics of the Registrant and Fifth Street Senior Floating Rate Corp. (Incorporated by reference to Exhibit (r)(1) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-186101) filed on September 26, 2013).
|
(r)(2)
|
Code of Ethics of Fifth Street Management LLC (Incorporated by reference to Exhibit (r)(2) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-159720) filed on June 4, 2009).
|
99.1
|
Statement of Computation of Ratios of Earnings to Fixed Charges. (Incorporated by reference to Exhibit 99.1 filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-192770) filed on December 10, 2013).
|
99.2
|
Form of prospectus supplement for common stock offerings (Incorporated by reference to Exhibit 99.2 filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-186101) filed on April 5, 2013).
|
99.3
|
Form of prospectus supplement for debt securities offerings (Incorporated by reference to Exhibit 99.3 filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-186101) filed on April 5, 2013).
|
99.4
|
Form of prospectus supplement for warrant offerings (Incorporated by reference to Exhibit 99.4 filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-186101) filed on April 5, 2013).
|
99.5
|
Form of prospectus supplement for retail note offerings.*
|
99.6
|
Form of prospectus supplement for institutional note offerings.*
|
|
*
|
Filed herewith.
|
**
|
To be filed by pre- or post-effective amendment, if applicable.
|
SEC registration fee
|
$
|
193,200
|
|
NASDAQ Global Select Market listing fee
|
$
|
350,000
|
|
FINRA filing fee
|
$
|
225,500
|
|
Accounting fees and expenses
|
$
|
300,000
|
|
Legal fees and expenses
|
$
|
800,000
|
|
Printing and engraving
|
$
|
200,000
|
|
Total
|
$
|
2,068,700
|
|
|
|
Title of Class
|
Number
of
Record
Holders
|
Common stock, $0.01 par value
|
72
|
|
|
|
|
FIFTH STREET FINANCE CORP.
|
|
|
|
|
|
By:
|
/s/ LEONARD M. TANNENBAUM
|
|
|
|
|
|
Name: Leonard M. Tannenbaum
Title: Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ LEONARD M. TANNENBAUM
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 10, 2014
|
Leonard M. Tannenbaum
|
|
|
||
/s/ ALEXANDER C. FRANK
|
|
Chief Financial Officer (Principal Financial
and Accounting Officer)
|
|
February 10, 2014
|
Alexander C. Frank
|
|
|
||
/s/ BERNARD D. BERMAN
|
|
President, Secretary and Director
|
|
February 10, 2014
|
Bernard D. Berman
|
|
|
||
*
|
|
Chief Investment Officer and Director
|
|
February 10, 2014
|
Ivelin M. Dimitrov
|
|
|
||
*
|
|
Director
|
|
February 10, 2014
|
Brian S. Dunn
|
|
|
||
*
|
|
Director
|
|
February 10, 2014
|
Richard P. Dutkiewicz
|
|
|
|
|
*
|
|
Director
|
|
February 10, 2014
|
Byron J. Haney
|
|
|
||
*
|
|
Director
|
|
February 10, 2014
|
Frank C. Meyer
|
|
|
|
|
*
|
|
Director
|
|
February 10, 2014
|
Douglas F. Ray
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Note
|
|
Total
|
|
||||
Public offering price
|
|
|
|
%
|
|
$
|
|
|
Sales load (underwriting discount)
|
|
|
|
%
|
|
$
|
|
|
Proceeds, before expenses, to us(1)
|
|
|
|
%
|
|
$
|
|
|
(1)
|
We estimate that we will incur approximately $[ ] of expenses relating to this offering, resulting in net proceeds, after sales load (underwriting discount) and expenses, to us of approximately $ million.
|
|
|
|
|
ABOUT THIS PROSPECTUS SUPPLEMENT
|
|
|
|
PROSPECTUS SUPPLEMENT SUMMARY
|
|
|
|
SPECIFIC TERMS OF THE NOTES AND THE OFFERING
|
|
|
|
SUPPLEMENTARY RISK FACTORS
|
|
|
|
USE OF PROCEEDS
|
|
|
|
CAPITALIZATION
|
|
|
|
SELECTED FINANCIAL AND OTHER DATA
|
|
|
|
RATIOS OF EARNINGS TO FIXED CHARGES
|
|
|
|
SENIOR SECURITIES
|
|
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS |
|
|
|
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
|
|
|
|
UNDERWRITING
|
|
|
|
LEGAL MATTERS
|
|
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
AVAILABLE INFORMATION
|
|
|
|
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
PROSPECTUS
|
|
Issuer
|
Fifth Street Finance Corp.
|
Title of the securities
|
% Notes due [ ]
|
Initial aggregate principal amount being offered
|
$
|
Overallotment option
|
The underwriters may also purchase from us up to an additional $ aggregate principal amount of Notes solely to cover overallotments, if any, within 30 days of the date of this prospectus supplement.
|
Initial public offering price
|
[ ] % of the aggregate principal amount.
|
Principal payable at maturity
|
[ ] % of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the Paying Agent, Registrar and Transfer Agent for the Notes or at such other office in New York City as we may designate.
|
Type of Note
|
Fixed rate note
|
Listing
|
We intend to list the Notes on the [NASDAQ Global Select Market] within 30 days of the original issue date under the symbol “[ ].”
|
Interest rate
|
% per year
|
Day count basis
|
360-day year of twelve 30-day months
|
Original issue date
|
[ ]
|
Stated maturity date
|
[ ]
|
Date interest starts accruing
|
[ ]
|
Specified currency
|
U.S. Dollars
|
Place of payment
|
New York City
|
Ranking of Notes
|
The Notes will be our direct unsecured obligations and will rank:
|
|
•
|
|
pari passu
with our other outstanding and future senior unsecured indebtedness, including without limitation, [list outstanding amounts of various debt securities];
|
|
•
|
|
senior to any of our future indebtedness that expressly provides it is subordinated to the Notes;
|
|
•
|
|
effectively subordinated to all our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness, including without limitation, the $[ ] million of borrowings under our credit facilities and $[ ] million of SBA-guaranteed debentures outstanding as of [ ]; and
|
|
•
|
|
structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of Fifth Street Funding, LLC, Fifth Street Funding II, LLC and our SBIC subsidiaries.
|
Denominations
|
We will issue the Notes in denominations of $25 and integral multiples of $25 in excess thereof.
|
Business day
|
Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are authorized or required by law or executive order to close.
|
Optional redemption
|
The Notes may be redeemed in whole or in part at any time or from time to time at our option on or after [ ], upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption.
|
|
You may be prevented from exchanging or transferring the Notes when they are subject to redemption. In case any Notes are to be redeemed in part only, the redemption notice will provide that, upon surrender of such Note, you will receive, without a charge, a new Note or Notes of authorized denominations representing the principal amount of your remaining unredeemed Notes.
|
|
Any exercise of our option to redeem the Notes will be done in compliance with the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, which we collectively refer to as the 1940 Act, to the extent applicable.
|
|
If we redeem only some of the Notes, the Trustee or DTC, as applicable, will determine the method for selection of the particular Notes to be redeemed, in accordance with the indenture governing the Notes, and in accordance with the rules of any national securities exchange or quotation system on which the Notes are listed. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.
|
Sinking fund
|
The Notes will not be subject to any sinking fund.
|
Repayment at option of Holders
|
Holders will not have the option to have the Notes repaid prior to the stated maturity date.
|
Defeasance and covenant defeasance
|
The Notes are subject to defeasance by us.
|
|
The Notes are subject to covenant defeasance by us.
|
|
[Under the ING facility, we currently would be prohibited from defeasing the Notes or effecting covenant defeasance under the Notes.]
|
Form of Notes
|
The Notes will be represented by global securities that will be deposited and registered in the name of The Depository Trust Company, or DTC, or its nominee. Except in limited circumstances, you will not receive certificates for the Notes. Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Notes through either DTC, if they are a participant, or indirectly through organizations which are participants in DTC.
|
Trustee, Paying Agent, Registrar and Transfer Agent
|
Deutsche Bank Trust Company Americas
|
Other covenants
|
In addition to the covenants described in the prospectus attached to this prospectus supplement, the following covenants shall apply to the Notes:
|
|
•
|
|
We agree that for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the U.S. Securities and Exchange Commission (the “SEC”). Currently, these provisions generally prohibit us from
|
|
making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings. See “Supplementary Risk Factors—Risks Relating to Our Business and Structure—Pending legislation may allow us to incur additional leverage.”
|
|
•
|
|
If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the Trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable United States generally accepted accounting principles.
|
Modification to Events of Default
|
The following event of default, as described in the accompanying prospectus, will not apply to the Notes:
|
|
•
|
|
Any class of debt securities has an asset coverage, as such term is defined in the 1940 Act, of less than 100 per centum on the last business day of each of twenty-four consecutive calendar months.
|
Global Clearance and Settlement Procedures
|
Interests in the Notes will trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. None of the issuer, the Trustee or the paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
|
Use of Proceeds
|
The net proceeds we receive from the sale of the $ million aggregate principal amount of Notes in this offering will be $ million (or $ million if the underwriters fully exercise their overallotment option), after deducting the underwriting discounts and commissions of $ million (or $ million if the underwriters fully exercise their overallotment option) payable by us and estimated offering expenses of approximately $[ ] payable by us.
|
|
We intend to use the net proceeds from this offering to repay debt outstanding under one or more of our credit facilities. However, through reborrowing under our credit facilities, we intend to make investments in small and mid-sized companies (including investments made through our SBIC subsidiaries) in accordance with our investment objective and strategies described in this prospectus supplement and the accompanying prospectus. See “Use of Proceeds.”
|
|
•
|
|
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC (currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings);
|
|
•
|
|
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including subordinated indebtedness;
|
|
•
|
|
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
|
|
•
|
|
enter into transactions with affiliates;
|
|
•
|
|
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
|
|
•
|
|
make investments; or
|
|
•
|
|
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
|
|
•
|
|
on an actual basis; and
|
|
•
|
|
on an as adjusted basis to reflect the sale of $ million aggregate principal amount of Notes in this offering (assuming no exercise of the overallotment option), after deducting the underwriting discounts and commissions of $ million payable by us and estimated offering expenses of approximately $[ ] payable by us.
|
|
|
As of
[ ]
(unaudited)
|
|
|||||
(amounts in thousands)
|
|
Actual
|
|
|
As Adjusted
|
|
||
Cash and cash equivalents
|
|
$
|
[ ]
|
|
|
$
|
|
|
Long-term debt, including current maturities:
|
|
|
|
|
|
|
|
|
Credit facilities payable
|
|
$
|
[ ]
|
|
|
$
|
(1
|
)
|
Convertible Notes payable
|
|
|
[ ]
|
|
|
|
|
|
SBA debentures payable
|
|
|
[ ]
|
|
|
|
|
|
2024 Notes and 2028 Notes payable
|
|
|
[ ]
|
|
|
|
|
|
Notes offered hereby
|
|
|
—
|
|
|
|
|
|
Total long-term debt
|
|
|
[ ]
|
|
|
|
|
|
Net assets:
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value (250,000 shares authorized; [ ] shares outstanding) (2)
|
|
|
[ ]
|
|
|
|
|
|
Additional paid-in-capital
|
|
|
[ ]
|
|
|
|
|
|
Net unrealized appreciation on investments
|
|
|
[ ]
|
|
|
|
|
|
Net realized loss on investments and interest rate swap
|
|
|
([ ]
|
)
|
|
|
|
|
Accumulated overdistributed net investment income
|
|
|
([ ]
|
)
|
|
|
|
|
Total net assets
|
|
|
[ ]
|
|
|
|
|
|
Total capitalization
|
|
$
|
[ ]
|
|
|
$
|
|
|
(1)
|
We intend to use the net proceeds from this offering to repay debt outstanding under one or more of our credit facilities. As of [ ], we had credit facilities payable in the amount of $[ ] million due to net borrowings under our credit facilities in the amount of $[ ] million subsequent to [ ]. This table has not been adjusted to reflect such net borrowings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three
Months Ended September 30, 2013 |
|
|
For The Year
Ended September 30, 2012 |
|
|
For The Year
Ended September 30, 2011 |
|
|
For The Year
Ended September 30, 2010 |
|
|
For The Year
Ended September 30, 2009 |
|
|
For The Year
Ended September 30, 2008 |
|
||||||
Earnings to Fixed Charges(1)
|
|
4.04
|
|
|
|
4.42
|
|
|
|
3.00
|
|
|
|
12.65
|
|
|
|
10.74
|
|
|
|
4.55
|
|
(1)
|
Earnings include net realized and unrealized gains or losses. Net realized and unrealized gains or losses can vary substantially from period to period.
|
|
|
|
|
|
Underwriters
|
|
Principal
Amount of Notes |
|
|
[ ]
|
|
$
|
|
|
[ ]
|
|
|
|
|
[ ]
|
|
|
|
|
[ ]
|
|
|
|
|
[ ]
|
|
|
|
|
[ ]
|
|
|
|
|
[ ]
|
|
|
|
|
[ ]
|
|
$
|
|
|
|
|
|
|
|
Total
|
|
$[ ]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid by Fifth Street
|
|
No
Exercise |
|
|
Full
Exercise |
|
||
Per Note
|
|
|
|
%
|
|
|
|
%
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Per Note
|
|
|
|
Total
|
|
Initial offering price
|
|
|
|
|
%
|
|
|
|
$
|
Sales load (underwriting discount)
|
|
|
|
|
%
|
|
|
|
$
|
Proceeds, before expenses, to us (1)
|
|
|
|
|
%
|
|
|
|
$
|
(1)
|
We estimate that we will incur approximately $[ ] of expenses relating to this offering, resulting in net proceeds to us of approximately $ million, after sales load (underwriting discount) and expenses.
|
|
|
|
|
Page
|
|
PROSPECTUS SUPPLEMENT SUMMARY
|
|
|
|
—
|
|
THE OFFERING
|
|
|
|
—
|
|
SUPPLEMENTARY RISK FACTORS
|
|
|
|
—
|
|
USE OF PROCEEDS
|
|
|
|
—
|
|
CAPITALIZATION
|
|
|
|
—
|
|
SELECTED FINANCIAL AND OTHER DATA
|
|
|
|
—
|
|
RATIOS OF EARNINGS TO FIXED CHARGES
|
|
|
|
—
|
|
SENIOR SECURITIES
|
|
|
|
—
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|
|
|
|
—
|
|
DESCRIPTION OF NOTES
|
|
|
|
—
|
|
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
|
|
|
|
—
|
|
UNDERWRITING
|
|
|
|
—
|
|
LEGAL MATTERS
|
|
|
|
—
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
—
|
|
AVAILABLE INFORMATION
|
|
|
|
—
|
|
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
—
|
|
Issuer
|
|
Fifth Street Finance Corp.
|
Notes
|
|
% Notes due .
|
Maturity Date
|
|
|
Interest Payment Dates
|
|
and , commencing , [ ]. Interest will accrue from , [ ].
|
Ranking of Notes
|
|
The Notes will be our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the Notes. The Notes will rank equally in right of payment with all of our existing and future liabilities that are not so subordinated, effectively junior to any of our secured indebtedness (including 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.
|
|
|
As of [ ], our total consolidated indebtedness was approximately $[ ] million principal amount, of which approximately $[ ] million was secured indebtedness at the Fifth Street Finance Corp. level, and of which an aggregate of approximately $[ ] million was indebtedness of our subsidiaries. After giving effect to the issuance of the Notes and assuming the proceeds therefrom are used to repay outstanding borrowings under one or more of our Credit Facilities, our total consolidated indebtedness would have been approximately $ principal amount as of [ ]. However, as we make additional borrowings under our Credit Facilities, we expect the amount of indebtedness that is stucturally and effectively senior to the Notes to increase. See "Capitalization."
|
Use of Proceeds
|
|
We intend to use the net proceeds from this offering to repay debt outstanding under one or more of our Credit Facilities. However, through reborrowing under our Credit Facilities, we intend to make investments in small and mid-sized companies (including investments made through our SBIC subsidiaries) in accordance with our investment objective and strategies described in this prospectus supplement and the accompanying prospectus. See “Use of Proceeds.”
|
Denominations
|
|
We will issue the Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
|
Optional Redemption
|
|
We may redeem some or all of the Notes at any time, or from time to time, at a redemption price described in this prospectus supplement. See “Description of Notes - Optional Redemption.” [Before redeeming any Notes, we would have to comply with certain requirements under our ING facility, to the extent such requirements remain in effect at such time, or otherwise obtain consent from the lenders.]
|
Offer to Purchase upon a Change of Control Repurchase Event
|
|
If a Change of Control Repurchase Event, as defined in the indenture that governs the Notes, occurs prior to maturity, holders will have the right, at their option, to require us to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. [Before making any such repurchase of Notes, we would have to comply with certain requirements under our ING facility, to the extent such requirements remain in effect at such time, or otherwise obtain consent from the lenders.]
|
Trustee, Paying Agent, Registrar and Transfer Agent
|
|
Deutsche Bank Trust Company Americas
|
No Established Trading Market
|
|
The Notes are a new issue of securities with no established trading market. The Notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. Although certain of the underwriters have informed us that they intend to make a market in the Notes, they are not obligated to do so, and may discontinue any such market making at any time without notice. Accordingly, we cannot assure you that a liquid market for the Notes will develop or be maintained.
|
|
•
|
|
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A), as modified by Section 61(a)(1), of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC (currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings);
|
|
•
|
|
pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, including subordinated indebtedness;
|
|
•
|
|
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
|
|
•
|
|
enter into transactions with affiliates;
|
|
•
|
|
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
|
|
•
|
|
make investments; or
|
|
•
|
|
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
|
|
•
|
|
on an actual basis; and
|
|
•
|
|
on an as adjusted basis to reflect the sale of $ million aggregate principal amount of Notes in this offering (assuming no exercise of the overallotment option), after deducting the underwriting discounts and commissions of $ million payable by us and estimated offering expenses of approximately $[ ] payable by us.
|
|
|
|
|
|
|
|
|
|
|
|
As of
[ ]
(unaudited)
|
|
|||||
(amounts in thousands)
|
|
Actual
|
|
|
As Adjusted
|
|
||
Cash and cash equivalents
|
|
$
|
[ ]
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, including current maturities:
|
|
|
|
|
|
|
|
|
Credit facilities payable
|
|
$
|
[ ]
|
|
|
$
|
(1
|
)
|
Convertible Notes payable
|
|
|
[ ]
|
|
|
|
|
|
SBA debentures payable
|
|
|
[ ]
|
|
|
|
|
|
2024 Notes and 2028 Notes payable
|
|
|
[ ]
|
|
|
|
|
|
Notes offered hereby
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
[ ]
|
|
|
|
|
|
Net assets:
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value (250,000 shares authorized; [ ] shares outstanding)
|
|
|
[ ]
|
|
|
|
|
|
Additional paid-in-capital
|
|
|
[ ]
|
|
|
|
|
|
Net unrealized appreciation on investments
|
|
|
[ ]
|
|
|
|
|
|
Net realized loss on investments and interest rate swap
|
|
|
([ ]
|
)
|
|
|
|
|
Accumulated overdistributed net investment income
|
|
|
([ ]
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net assets
|
|
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
[ ]
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We intend to use the net proceeds from this offering to repay debt outstanding under one or more of our credit facilities. As of [ ], we had credit facilities payable in the amount of $[ ] million due to net borrowings under our credit facilities in the amount of $[ ] million subsequent to [ ]. This table has not been adjusted to reflect such net borrowings.
|
|
|
For The Year
Ended
September 30,
2013
|
|
For The Year
Ended
September 30,
2012
|
|
For The Year
Ended
September 30,
2011
|
|
For The Year
Ended
September 30,
2010
|
|
For The Year
Ended
September 30,
2009
|
Earnings to Fixed Charges(1)
|
|
4.04
|
|
4.42
|
|
3.00
|
|
12.65
|
|
10.74
|
(1)
|
Earnings include net realized and unrealized gains or losses. Net realized and unrealized gains or losses can vary substantially from period to period.
|
•
|
will be our general unsecured obligations;
|
•
|
will initially be issued in an aggregate principal amount of $
million;
|
•
|
will mature on
,
, unless earlier redeemed or repurchased, as discussed below;
|
•
|
will bear cash interest from
, [ ] at an annual rate of
% payable semi-annually on
and
of each year, beginning on
[ ];
|
•
|
will be subject to redemption at our option as described under “- Optional Redemption;”
|
•
|
will be subject to repurchase by us at the option of the holders following a Change of Control Repurchase Event (as defined below under “- Offer to Repurchase Upon a Change of Control Repurchase Event”), at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase;
|
•
|
will be issued in denominations of $2,000 and integral multiples of $1,000 thereof; and
|
•
|
will be represented by one or more registered Notes in global form, but in certain limited circumstances may be represented by Notes in definitive form. See “- Book-Entry, Settlement and Clearance.”
|
•
|
100% of the principal amount of the Notes to be redeemed, or
|
•
|
the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus
basis points.
|
(1)
|
accept for payment all Notes or portions of Notes properly tendered pursuant to our offer;
|
(2)
|
deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and
|
(3)
|
deliver or cause to be delivered to the trustee the Notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of Notes being purchased by us.
|
(1)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of Fifth Street Finance Corp. and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders;
provided
that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of Fifth Street Finance Corp. or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;
|
(2)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Fifth Street Finance Corp., measured by voting power rather than number of shares;
|
(3)
|
the approval by the stockholders of Fifth Street Finance Corp. of any plan or proposal relating to the liquidation or dissolution of Fifth Street Finance Corp.
|
(1)
|
each of Fitch and S&P; and
|
(2)
|
if either of Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” as defined in Section (3)(a)(62) of the Exchange Act selected by us as a replacement agency for Fitch or S&P, or both, as the case may be.
|
•
|
We are the continuing corporation or, if we merge out of existence or sell our assets, the resulting or transferee corporation must agree to be legally responsible for our obligations under the Notes;
|
•
|
The merger or sale of assets must not cause a default on the Notes and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” below. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded; and
|
•
|
We must deliver certain certificates and documents to the trustee.
|
•
|
We agree that for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the U.S. Securities and Exchange Commission (the “SEC”) or any successor provisions. Currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 act, equals at least 200% after such borrowings.
|
•
|
If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable United States generally accepted accounting principles.
|
(1)
|
default in the payment of any interest upon any Note when due and payable and the default continues for a period of 30 days;
|
(2)
|
default in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its maturity including upon any redemption date or required repurchase date;
|
(3)
|
we remain in breach of a covenant in respect of the Notes for 60 days after we receive a written notice of default stating we are in breach (the notice must be sent by either the trustee or holders of at least 25% of the principal amount of the Notes);
|
(4)
|
default by us or any of our significant subsidiaries, as defined in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act (but excluding any subsidiary which is (a) a non-recourse or limited recourse subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with Fifth Street Finance Corp. for purposes of GAAP), with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50 million in the aggregate of us and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt
|
(5)
|
certain events of bankruptcy, insolvency, or reorganization involving us occur and remain undischarged or unstayed for a period of 90 days.
|
(i)
|
such holder has previously given written notice to the trustee of a continuing event of default with respect to the Notes,
|
(ii)
|
the holders of not less than 25% in principal amount of the outstanding Notes shall have made written request to the trustee to institute proceedings in respect of such event of default;
|
(iii)
|
such holder or holders have offered to the trustee reasonable indemnity, security or both against the costs, expenses and liabilities to be incurred in compliance with such request;
|
(iv)
|
the trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security has failed to institute any such proceeding; and
|
(v)
|
no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes.
|
•
|
upon deposit of a Global Note with DTC’s custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the DTC participants designated by the underwriters; and
|
•
|
ownership of beneficial interests in a Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the Global Note).
|
•
|
a limited purpose trust company organized under the laws of the State of New York;
|
•
|
a “banking organization” within the meaning of the New York State Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the Uniform Commercial Code; and
|
•
|
a “clearing agency” registered under Section 17A of the Exchange Act.
|
•
|
will not be entitled to have Notes represented by the Global Note registered in their names;
|
•
|
will not receive or be entitled to receive physical, certificated Notes; and
|
•
|
will not be considered the owners or holders of the Notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.
|
•
|
DTC notifies us at any time that it is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days;
|
•
|
DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or
|
•
|
an event of default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued in physical, certificated form.
|
|
|
|
Underwriters
|
|
Principal Amount of Notes
|
[ ]
|
|
|
[ ]
|
|
|
[ ]
|
|
|
[ ]
|
|
|
[ ]
|
|
|
[ ]
|
|
|
[ ]
|
|
|
|
|
|
Total
|
|
[ ]
|
(a)
|
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
|
(b)
|
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the
|
(c)
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Item 2.
|
Affiliations with Obligor.
|
Item 3. -15.
|
Not Applicable
|
Item 16.
|
List of Exhibits.
|
Exhibit 1 -
|
Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
|
Exhibit 2 -
|
Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
|
Exhibit 3 -
|
Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T‑1 Statement, Registration No. 333-157637-01.
|
Exhibit 4 -
|
Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.
|
Exhibit 5 -
|
Not applicable.
|
Exhibit 6 -
|
Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
|
Exhibit 7 -
|
The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2013. Copy attached.
|
Exhibit 8 -
|
Not Applicable.
|
Exhibit 9 -
|
Not Applicable.
|
|
(i)
|
The Restated Certificate of Incorporation of the Company, certified as of the date of this opinion letter by an officer of the Company (the
“Certificate of Incorporation”
);
|
|
(ii)
|
The Amended and Restated Bylaws of the Company, certified as of the date of this opinion letter by an officer of the Company (the
“Bylaws”
);
|
|
(iii)
|
The Base Indenture filed as an exhibit to the Registration Statement;
|
|
(iv)
|
A Certificate of Good Standing with respect to the Company issued by the Delaware Secretary of State as of a recent date (the
“Certificate of Good Standing”
); and
|
|
(v)
|
The resolutions of the board of directors of the Company (the
“Board”
) relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement, (b) the authorization, issuance, offer and sale of the Securities pursuant to the Registration Statement and (c) the authorization, execution and delivery of the Indenture and Warrant Agreements, certified as of the date of this opinion letter by an officer of the Company (collectively, the
“Resolutions”
).
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1.
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Assuming that (i) the issuance, offer and sale of the Shares from time to time and the final terms and conditions of such issuance, offer and sale, including those relating to the price and amount of the Shares to be issued, offered and sold, have been duly authorized and determined or otherwise established by proper action of the Board in accordance with the DGCL, the Company’s Certificate of Incorporation and Bylaws, and the Resolutions, (ii) the Shares have been delivered to, and the agreed consideration has been fully paid at the time of such delivery by, the purchasers thereof, (iii) upon issuance of the Shares, the total number of shares of Common Stock issued and outstanding does not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Certificate of Incorporation, (iv) the Certificate of Good Standing remains accurate, and (v) in the case of Shares issuable upon the exercise of the Warrants, the assumptions stated in paragraph numbered (3) below are true and correct, the Shares will be duly authorized, validly issued, fully paid and nonassessable.
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2.
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Assuming that (i) the Indenture relating to the Debt Securities has been duly authorized, executed and delivered by each of the Company and the Trustee in accordance with the terms of the Indenture, (ii) the issuance, offer and sale of the Debt Securities from time to time and the final terms and conditions of the Debt Securities to be so issued, offered and sold, including those relating to price and amount of Debt Securities to be issued, offered and sold, (a) have been duly authorized and determined or otherwise established by proper action of the Board in accordance with the Certificate of Incorporation and Bylaws, (b) are consistent with the terms thereof in the Indenture, (c) do not violate any applicable law, (d) do not violate or result in a default under or breach of any agreement, instrument or other document binding upon the Company, and (e) comply with all requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company, (iii) the Debt Securities have been (a) duly executed and delivered by the Company and duly authenticated by the Trustee in accordance with the Indenture and (b) delivered to, and the agreed consideration therefor has been fully paid at the time of such delivery by, the purchasers thereof, and (iv) in the case of Debt Securities issuable upon the exercise of the Warrants, the assumptions stated in paragraph numbered (3) below are true and correct, the Debt Securities will constitute valid and legally binding obligations of the Company.
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3.
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Assuming that (i) the Warrant Agreements relating to the Warrants have been duly authorized, executed and delivered by the parties thereto, and that no terms included therein would affect the validity of the opinion expressed in this paragraph numbered (3), (ii) the issuance, offer and sale of Warrants from time to time and the final terms and conditions of the Warrants to be so issued, offered and sold, including those relating to price and amount of Warrants to be issued, offered and sold, (a) have been duly authorized and determined or otherwise established by proper action of the Board in accordance with the Certificate of Incorporation and Bylaws, (b) are consistent with the terms thereof in the applicable Warrant Agreement, (c) do not violate any applicable law, (d) do not violate or result in a default under or breach of any agreement, instrument or other document binding upon the Company, and (e) comply with all requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company and (iii) the Warrants have been (a) duly executed and delivered by the Company and duly countersigned in accordance with the applicable Warrant Agreement, and (b) delivered to, and the agreed consideration therefor has been fully paid at the time of such delivery by, the purchasers thereof as contemplated by the Registration Statement, the Warrants will constitute valid and legally binding obligations of the Company.
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