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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended September 30, 2017
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
(State or jurisdiction of
incorporation or organization) |
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26-1219283
(I.R.S. Employer
Identification No.) |
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333 South Grand Avenue, 28th Floor
Los Angeles, CA
(Address of principal executive office)
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90071
(Zip Code)
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Title of Each Class
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Name of Each Exchange
on Which Registered
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Common Stock, par value $0.01 per share
5.875% Unsecured Notes due 2024
6.125% Unsecured Notes due 2028
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The NASDAQ Global Select Market
The New York Stock Exchange
The NASDAQ Global Select Market
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Emerging growth company
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Large Market
. According to the National Center for the Middle Market, as of the second quarter of 2017, there were nearly 200,000 businesses with annual revenues of $50 million to $1 billion or EBITDA of $10 million to $50 million, which businesses represented one-third of private sector U.S. gross domestic product and accounted for nearly 48 million jobs in the United States.
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Demand From Middle-Market Companies
. According to Thomson Reuters Q3’17 Middle Market Lender Outlook, over the past five years, middle-market lending has averaged $170 billion annually, much of which we believe has been used to finance leveraged buyouts, recapitalizations, capital expenditures and acquisitions. While the market for middle-market lending has attracted increased capital flows and competition, we believe that the market remains robust and growing and that new market participants may not have the same experience in direct lending and investing across credit cycles as our Investment Adviser. We believe that the market for middle-market lending is relatively less efficient and less well-trafficked, which may provide us with opportunities for incremental returns on our investments relative to the risk of such investments.
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Reduced Focus From Banks on Middle-Market Lending
. We believe that many commercial banks have decreased their lending to middle-market companies in recent years, which has created an opportunity for non-traditional market participants. According to the Standard & Poor’s Leveraged Commentary & Data Leveraged Lending Review - Q2’17, banks account for just 10% of middle-market loans as of September 30, 2017.
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Portfolio Repositioning.
Our Investment Adviser intends to reposition our portfolio in the near-term in order to (1) protect principal and minimize credit losses, (2) reduce the portfolio to a smaller number of investments in which our Investment Adviser's team has high convictions, (3) restructure certain loans and exit positions where fair value can be obtained and (4) as investments mature or are refinanced, rotate into investments that are better aligned with our Investment Adviser’s overall approach to credit investing. In the longer-term, our Investment Adviser intends to generate a competitive return on equity and sustainable, consistent dividends through (1) opportunistically investing across the capital structure, (2) seeking to take advantage of dislocations in financing markets and other situations that may benefit from our Investment Adviser’s restructuring expertise and (3) generating capital appreciation and income through secondary investments at discounts to par in either private or syndicated transactions.
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Emphasis on Proprietary Deals.
Our Investment Adviser is primarily focused on proprietary opportunities as well as partnering with other lenders as appropriate. Dedicated sourcing professionals of our Investment Adviser are in continuous contact with financial sponsors and corporate clients to originate proprietary deals and seek to leverage the networks and relationships of Oaktree’s over 250 investment professionals with management teams and corporations to originate non-sponsored transactions. Since 2005, our Investment Adviser has invested more than $10 billion in over 200 directly originated loans, and the Oaktree platform has the capacity to invest in large deals and to solely underwrite transactions.
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Focus On Quality Companies And Extensive Diligence.
Our Investment Adviser seeks to maintain a conservative approach to investing with discipline around fundamental credit analysis and downside protection. Our Investment Adviser intends to focus on companies with business models we expect to be resilient in the future, underlying fundamentals that will provide strength in future downturns, significant asset or enterprise value and seasoned management teams, although not all portfolio companies will meet each of these criteria. Our Investment Adviser intends to leverage its deep credit and deal structuring expertise to lend to companies that have unique needs, complex business models or specific business challenges. Our Investment Adviser conducts diligence on underlying collateral value, including cash flows, hard assets or intellectual property, and will typically model exit scenarios as part of the diligence process, including assessing potential “work-out” scenarios.
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Disciplined Portfolio Management.
Our Investment Adviser monitors our portfolio on an ongoing basis to manage risk and take preemptive action to resolve potential problems where possible. Our Investment Adviser intends to seek to reduce the impact of individual investment risks by limiting positions to no more than 5% of our portfolio.
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Manage Risk Through Loan Structures.
Our Investment Adviser seeks to leverage its experience in identifying structural risks in prospective portfolio companies and developing creative solutions in an effort to enhance downside protection where possible. Our Investment Adviser has the expertise to structure comprehensive, flexible and creative solutions for companies of all sizes across numerous industry sectors. Our Investment Adviser employs a rigorous due diligence process and seeks to include covenant protections designed to ensure that we, as the lender, can negotiate with a portfolio company before a deal reaches impairment. The Oaktree platform has the ability to address a wide range of borrower needs, with capability to invest across the capital structure and to fund large loans, and our Investment Adviser pays close attention to market trends. Our Investment Adviser provides certainty to borrowers by seeking to provide fully underwritten financing commitments and has expertise in both performing credit as well as restructuring and turnaround situations, which we expect will allow us to invest and lend during times of market stress when our competitors may halt investment activity.
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Equity Cushion.
We generally expect to invest in loans that have covenants that may help to minimize our risk of capital loss and meaningful equity investments in the portfolio company. We intend to target investments that have strong credit protections, including default penalties, information rights and affirmative, negative and financial covenants, such as limitations on debt incurrence, lien protection and prohibitions on dividends.
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Sustainable Cash Flow.
Our investment philosophy places emphasis on fundamental analysis from an investor’s perspective and has a distinct value orientation. We intend to focus on companies with significant asset or enterprise value in which we can invest at relatively low multiples of normalized operating cash flow. Additionally, we anticipate investing in companies with a demonstrated ability or credible plan to de-lever. Typically, we will not invest in start-up companies, companies having speculative business plans or structures that could impair capital over the long-term although we may target certain earlier stage companies that have yet to reach profitability.
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Experienced Management Team.
We generally will look to invest in portfolio companies with an experienced management team and proper incentive arrangements, including equity compensation, to induce management to succeed and to act in concert with our interests as investors.
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Strong Relative Position In Its Market.
We intend to target companies with what we believe to be established and leading market positions within their respective markets and well-developed long-term business strategies.
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Exit Strategy.
We generally intend to invest in companies that we believe will provide us with the opportunity to exit our investments in three to eight years, including through (1) the repayment of the remaining principal outstanding at maturity, (2) the recapitalization of the company resulting in our debt investments being repaid and (3) the sale of the company resulting in the repayment of all of its outstanding debt.
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Geography.
As a business development company, we will invest at least 70% of our investments in U.S. companies. To the extent we invest in non-U.S. companies, we intend to do so in accordance with 1940 Act limitations and only in jurisdictions with established legal frameworks and a history of respecting creditor rights.
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Company Analysis.
Our Investment Adviser actively engages and assesses company management teams. The focus of this analysis also includes identifying and understanding key business and demand drivers. Our Investment Adviser strives to evaluate core risks within businesses and industries and to complete the analysis by thinking like company ownership when evaluating cash flows.
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Financial Analysis
. Our Investment Adviser analyzes the consistency, stability and reliability of cash flows in addition to evaluating the quality of earnings and conversion of EBITDA to cash. Our Investment Adviser also reviews historical performance through economic cycles, analyzes the potential impact of a downturn in the prospective portfolio company’s end markets and compares the prospective portfolio company’s key metrics to those of its competitors.
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Down-side Focus
. Our Investment Adviser considers the impact on the prospective portfolio company’s business and cash flows under a number of downside case scenarios and develops an exit strategy in the event of the downside case. There is also a focus on potential risks to business models. Following this analysis, our Investment Adviser considers appropriate risk mitigants, including the structure of the investment and affirmative, negative and financial covenants.
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Value
. Our Investment Adviser analyzes the risk/reward potential of each new investment relative to other opportunities in the industry and market as well as overall industry valuation trends as compared to the industry risk profile. As part of this analysis, our Investment Adviser considers the cost of capital to competitors as well as alternative investment options. Our Investment Adviser also considers the value of liquidity to our business and operations as well as appropriate illiquidity premiums where we are unlikely to acquire liquid securities.
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First Lien Loans.
Our first lien loans generally have terms of three to seven 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.
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Unitranche Loans.
Our unitranche loans generally have terms of five to seven years and provide for a variable or fixed interest rate, contain prepayment penalties and are generally secured by a first priority security interest in all existing and future assets of the borrower. Our unitranche loans may take many forms, including revolving lines of credit, term loans and acquisition lines of credit.
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Second Lien Loans.
Our second lien loans generally have terms of five to eight years, provide for a variable or 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 may include payment-in-kind, or PIK, interest, which represents contractual interest accrued and added to the principal that generally becomes due at maturity.
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Mezzanine Loans.
Our mezzanine loans generally have maturities of five to ten years. Mezzanine loans may take the form of a second priority lien on the assets of a portfolio company and have interest-only payments in the early years with cash or PIK payments with amortization of principal deferred to the later years. In some cases, we may invest in debt securities that, by their terms, convert into equity or additional debt securities or defer payments of interest for the first few years after our investment.
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Unsecured Loans.
Our unsecured investments generally have terms of five to ten 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.
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Bonds.
We may selectively invest in high yield corporate bonds issued by middle-market companies that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. The bonds in which we may invest are expected to have terms of five to eight years and provide for fixed interest rate payments. We do not expect that these bonds would be secured by any assets of the issuer.
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Review of monthly and quarterly financial statements and financial projections for portfolio companies;
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Periodic and regular contact with portfolio company management to discuss financial position requirements and accomplishments;
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Attendance at board meetings;
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Periodic formal update interviews with portfolio company management and, if appropriate, the private equity sponsor; and
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Assessment of business development success, including product development, profitability and the portfolio company’s overall adherence to its business plan.
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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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identifies, evaluates and negotiates the structure of the investments we make;
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executes, closes, monitors and services the investments we make;
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determines what securities and other assets we purchase, retain or sell; and
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performs due diligence on prospective portfolio companies.
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No incentive fee is payable to Oaktree in any quarter in which our pre-incentive fee net investment income does not exceed the preferred return rate of 1.50% (the “preferred return”) on net assets.
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100% of our pre-incentive fee net investment income, if any, that exceeds the preferred return but is less than or equal to 1.8182% in any fiscal quarter is payable to Oaktree. We refer to this portion of the incentive fee on income as the “catch-up” provision, and it is intended to provide Oaktree with an incentive fee of 17.5% on all of our pre-incentive fee net investment income when our pre-incentive fee net investment income reaches 1.8182% on net assets in any fiscal quarter.
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For any quarter in which our pre-incentive fee net investment income exceeds 1.8182% on net assets, the subordinated incentive fee on income is equal to 17.5% of the amount of our pre-incentive fee net investment income, as the preferred return and catch-up will have been achieved.
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Year 1: $10 million investment made in Company A (“Investment A”), $10 million investment made in Company B (“Investment B”), $10 million investment made in Company C (“Investment C”), $10 million investment made in Company D (“Investment D”) and $10 million investment made in Company E (“Investment E”).
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Year 2: Investment A sold for $20 million, fair market value (“FMV”) of Investment B determined to be $8 million, FMV of Investment C determined to be $12 million, and FMV of Investments D and E each determined to be $10 million.
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Year 3: FMV of Investment B determined to be $8 million, FMV of Investment C determined to be $14 million, FMV of Investment D determined to be $14 million and FMV of Investment E determined to be $16 million.
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Year 4: Investment D sold for $12 million, FMV of Investment B determined to be $10 million, FMV of Investment C determined to be $16 million and FMV of Investment E determined to be $14 million.
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Year 5: Investment C sold for $20 million, FMV of Investment B determined to be $14 million and FMV of Investment E determined to be $10 million.
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Year 6: Investment B sold for $16 million and FMV of Investment E determined to be $8 million.
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Year 7: Investment E sold for $8 million and FMV.
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Investment A
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Investment B
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Investment C
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Investment D
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Investment E
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Cumulative Unrealized Capital Depreciation
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Cumulative Realized Capital Losses
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Cumulative Realized Capital Gains
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Year 1
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$10 million (cost basis)
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$10 million (cost basis)
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$10 million (cost basis)
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$10 million (cost basis)
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$10 million (cost basis)
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--
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--
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--
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Year 2
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$20 million (sale price)
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$8 million
FMV
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$12 million FMV
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$10 million FMV
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$10 million FMV
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$2 million
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--
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$10 million
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Year 3
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--
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$8 million
FMV
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$14 million FMV
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$14 million FMV
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$16 million FMV
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$2 million
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--
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$10 million
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Year 4
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--
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$10 million FMV
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$16 million FMV
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$12 million (sale price)
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$14 million FMV
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--
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--
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$12 million
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Year 5
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--
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$14 million FMV
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$20 million (sale price)
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--
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$10 million FMV
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--
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$22 million
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Year 6
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--
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$16 million (sale price)
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--
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$8 million FMV
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$2 million
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--
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$28 million
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Year 7
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--
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--
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--
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$8 million (sale price)
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--
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$2 million
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$28 million
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1.
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Represents 6.0% annualized preferred return.
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Represents 1.0% annualized management fee.
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3.
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The “catch-up” provision is intended to provide our Investment Adviser with an incentive fee of 17.5% on all of our pre-incentive fee net investment income as if a preferred return did not apply when our net investment income exceeds 1.50% in any calendar quarter and is not applied once our Investment Adviser has received 17.5% of investment income in a quarter. The “catch-up” portion of our pre-incentive fee net investment income is the portion that exceeds the 1.50% preferred return but is less than or equal to approximately 1.8182% (that is, 1.50% divided by (1 - 0.175)) in any fiscal quarter.
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Year 1: None
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Year 2: Capital Gains Fee = 17.5% multiplied by ($10 million realized capital gains on sale of Investment A less $2 million cumulative capital depreciation) =
$1.4 million
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Year 3: Capital Gains Fee = (17.5% multiplied by ($10 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $1.4 million cumulative Capital Gains Fee previously paid = $1.4 million less $1.4 million =
$0.00 million
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Year 4: Capital Gains Fee = (17.5% multiplied by ($12 million cumulative realized capital gains)) less $1.4 million cumulative Capital Gains Fee previously paid = $2.1 million less $1.4 million =
$0.7 million
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Year 5: Capital Gains Fee = (17.5% multiplied by ($22 million cumulative realized capital gains)) less $2.1 million cumulative Capital Gains Fee previously paid = $3.85 million less $2.1 million =
$1.75 million
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Year 6: Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative capital depreciation)) less $3.85 million cumulative Capital Gains Fee previously paid = $4.55 million less $3.85 million =
$0.70 million
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Year 7: Capital Gains Fee = (17.5% multiplied by ($28 million cumulative realized capital gains less $2 million cumulative realized capital losses)) less $4.55 million cumulative Capital Gains Fee previously paid = $4.55 million less $4.55 million =
$0.00 million
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the nature, extent and quality of services to be performed by Oaktree;
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the investment performance of us and funds managed by Oaktree;
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the expected costs of services to be provided and the anticipated profits to be realized by Oaktree and its affiliates from their relationship with us;
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the possible economies of scale that would be realized due to our growth;
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whether fee levels reflect such economies of scale for the benefit of investors; and
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comparisons of services to be rendered to and fees to be paid by us with the services provided by and the fees paid to other investment advisers and the services provided to and the fees paid by other Oaktree clients.
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reduce the base management fee to 1.50% of gross assets;
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decrease the rate of the income incentive fee from 20.0% to 17.5%;
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decrease the hurdle rate to 6.0% on our income, which could have the effect of making it more likely that Oaktree will earn an incentive fee;
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decrease the rate of the capital gains incentive fee from 20.0% to 17.5%;
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eliminate a capital gains incentive fee until the fiscal year ending September 30, 2019; and
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eliminate the total return hurdle in the Former Investment Advisory Agreement, which could have the effect of making it more likely that Oaktree will earn an incentive fee.
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expenses of offering our debt and equity securities;
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the investigation and monitoring of our investments;
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the cost of calculating our net asset value;
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the cost of effecting sales and repurchases of shares of our common stock and other securities;
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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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interest payments and other costs related to our borrowings;
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fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events);
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federal and state registration fees;
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any exchange listing fees;
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federal, state and local taxes;
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independent directors’ fees and expenses;
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brokerage commissions;
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costs of mailing proxy statements, stockholders’ reports and notices;
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costs of preparing government filings, including periodic and current reports with the SEC;
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fidelity bond, liability insurance and other insurance premiums; and
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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.
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No incentive fee was payable to the Former Adviser in any fiscal quarter in which our pre-incentive fee net investment income did not exceed the preferred return rate of 1.75% (2% for periods prior to January 1, 2017) (the “preferred return”);
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100% of our pre-incentive fee net investment income, if any, that exceeded the preferred return rate but was less than or equal to 2.1875% (2.5% for periods prior to January 1, 2017) in any fiscal quarter was payable to our Former Adviser. We refer to this portion of our pre-incentive fee net investment income (which exceeds the preferred return rate but is less than or equal to 2.1875% (2.5% for periods prior to January 1, 2017)) as the “catch-up.” The “catch-up” provision was intended to provide our Former Adviser with an incentive fee of 20% on all of our pre-incentive fee net investment income as if a preferred return rate did not apply when our pre-incentive fee net investment income exceeded 2.1875% in any quarter (2.5% for periods prior to January 1, 2017); and
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For any quarter in which our pre-incentive fee net investment income, if any, exceeded 2.1875% on net assets (2.5% for periods prior to January 1, 2017) , the subordinated incentive fee on income was equal to 20% of the amount of our pre-incentive fee net investment income as the preferred return and catch-up would have been achieved.
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pursuant to Rule 13a-14 under 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;
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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
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pursuant to Rule 13a-15 under the Exchange Act, our management is required to prepare a report regarding its assessment of our internal control over financial reporting. Our independent registered public accounting firm is required to audit our internal control over financial reporting.
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continue to maintain our election to be treated as a business development company under the 1940 Act at all times during each taxable year;
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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, or the 90% Income Test; and
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diversify our holdings so that at the end of each quarter of the taxable year:
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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
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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,” or the Diversification Tests.
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Assumed Return on Portfolio (Net of Expenses)
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- 10%
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- 5%
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0%
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5%
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10%
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Corresponding net return to common stockholder
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-22.31%
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-13.00%
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-3.69%
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5.62%
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14.94%
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The Annual Distribution Requirement will be satisfied if we distribute dividends to our stockholders each taxable year of an amount generally at least equal to 90% of the sum of our net taxable income plus realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because we use debt financing, we are and may, in the future, be subject to certain financial covenants under our debt arrangements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus could become subject to corporate-level income tax.
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The 90% Income Test will be satisfied if we earn at least 90% of our gross income for each taxable year from dividends, interest, gains from the sale of stock or securities or similar sources.
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The Diversification Tests will be satisfied if, at the end of each quarter of our taxable year, at least 50% of the value of our assets 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 cause us to incur substantial losses.
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may have limited financial resources, may have limited or negative EBITDA 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 investments, as well as a corresponding decrease in the value of the equity components of our investments;
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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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may operate in regulated industries and/or provide services to federal, state or local governments, or operate in industries that provide services to regulated industries or federal, state or local governments, any of which could lead to delayed payments for services or subject the company to changing payment and reimbursement rates or other terms;
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may not have collateral sufficient to pay any outstanding interest or principal due to us in the event of a default by these companies;
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are more likely to depend on the management talents and efforts of a small group of people; 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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may have difficulty accessing the capital markets to fund capital needs, which may limit their ability to grow or repay outstanding indebtedness at maturity;
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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
|
•
|
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.
|
•
|
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;
|
•
|
changes in earnings or variations in operating results;
|
•
|
increases in expenses associated with defense of litigation and responding to SEC inquiries;
|
•
|
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.
|
Subscription Rights 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) of the 1940 Act 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 Notes remain outstanding, other than dividends, purchases, redemptions or payments that would cause a violation of Section 18(a)(1)(B) of the 1940 Act 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 and maintain our ability to be subject to tax as a RIC.
|
|
|
High
|
|
Low
|
||||
Fiscal year ended September 30, 2017
|
|
|
|
|
||||
First quarter
|
|
$
|
5.95
|
|
|
$
|
5.10
|
|
Second quarter
|
|
$
|
5.71
|
|
|
$
|
4.31
|
|
Third quarter
|
|
$
|
5.00
|
|
|
$
|
3.90
|
|
Fourth quarter
|
|
$
|
5.72
|
|
|
$
|
4.51
|
|
Fiscal year ended September 30, 2016
|
|
|
|
|
||||
First quarter
|
|
$
|
6.53
|
|
|
$
|
5.53
|
|
Second quarter
|
|
$
|
6.52
|
|
|
$
|
4.40
|
|
Third quarter
|
|
$
|
5.53
|
|
|
$
|
4.71
|
|
Fourth quarter
|
|
$
|
6.32
|
|
|
$
|
4.86
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount
per Share |
|
Cash
Distribution |
|
DRIP Shares
Issued |
|
|
|
DRIP Shares
Value |
|||
August 4, 2015
|
|
October 15, 2015
|
|
October 30, 2015
|
|
$
|
0.06
|
|
|
$ 8.4 million
|
|
106,185
|
|
|
(1)
|
|
$ 0.6 million
|
August 4, 2015
|
|
November 16, 2015
|
|
November 30, 2015
|
|
0.06
|
|
|
8.4 million
|
|
91,335
|
|
|
(1)
|
|
0.6 million
|
|
November 30, 2015
|
|
December 15, 2015
|
|
December 30, 2015
|
|
0.06
|
|
|
8.4 million
|
|
99,673
|
|
|
(1)
|
|
0.6 million
|
|
November 30, 2015
|
|
January 15, 2016
|
|
January 28, 2016
|
|
0.06
|
|
|
8.4 million
|
|
113,905
|
|
|
(1)
|
|
0.7 million
|
|
November 30, 2015
|
|
February 12, 2016
|
|
February 26, 2016
|
|
0.06
|
|
|
8.4 million
|
|
123,342
|
|
|
(1)
|
|
0.6 million
|
|
February 8, 2016
|
|
March 15, 2016
|
|
March 31, 2016
|
|
0.06
|
|
|
8.6 million
|
|
86,806
|
|
|
(1)
|
|
0.4 million
|
|
February 8, 2016
|
|
April 15, 2016
|
|
April 29, 2016
|
|
0.06
|
|
|
8.2 million
|
|
112,569
|
|
|
(1)
|
|
0.6 million
|
|
February 8, 2016
|
|
May 13, 2016
|
|
May 31, 2016
|
|
0.06
|
|
|
8.4 million
|
|
76,432
|
|
|
(1)
|
|
0.4 million
|
|
May 5, 2016
|
|
June 15, 2016
|
|
June 30, 2016
|
|
0.06
|
|
|
8.2 million
|
|
108,629
|
|
|
(1)
|
|
0.5 million
|
|
May 5, 2016
|
|
July 15, 2016
|
|
July 29, 2016
|
|
0.06
|
|
|
8.2 million
|
|
100,268
|
|
|
(1)
|
|
0.6 million
|
|
May 5, 2016
|
|
August 15, 2016
|
|
August 31, 2016
|
|
0.06
|
|
|
8.3 million
|
|
59,026
|
|
|
(1)
|
|
0.4 million
|
|
August 3, 2016
|
|
September 15, 2016
|
|
September 30, 2016
|
|
0.06
|
|
|
8.3 million
|
|
65,170
|
|
|
(1)
|
|
0.4 million
|
|
August 3, 2016
|
|
October 14, 2016
|
|
October 31, 2016
|
|
0.06
|
|
|
8.2 million
|
|
81,391
|
|
|
(1)
|
|
0.4 million
|
|
August 3, 2016
|
|
November 15, 2016
|
|
November 30, 2016
|
|
0.06
|
|
|
8.2 million
|
|
80,962
|
|
|
(1)
|
|
0.4 million
|
|
October 18, 2016
|
|
December 15, 2016
|
|
December 30, 2016
|
|
0.06
|
|
|
7.7 million
|
|
70,316
|
|
|
(1)
|
|
0.4 million
|
|
October 18, 2016
|
|
January 13, 2017
|
|
January 31, 2017
|
|
0.06
|
|
|
8.0 million
|
|
73,940
|
|
|
(1)
|
|
0.4 million
|
|
October 18, 2016
|
|
February 15, 2017
|
|
February 28, 2017
|
|
0.06
|
|
|
8.0 million
|
|
86,120
|
|
|
(1)
|
|
0.4 million
|
|
February 6, 2017
|
|
March 15, 2017
|
|
March 31, 2017
|
|
0.02
|
|
|
2.7 million
|
|
27,891
|
|
|
(1)
|
|
0.1 million
|
|
February 6, 2017
|
|
June 15, 2017
|
|
June 30, 2017
|
|
0.02
|
|
|
2.7 million
|
|
20,502
|
|
|
(1)
|
|
0.1 million
|
|
February 6, 2017
|
|
September 15, 2017
|
|
September 29, 2017
|
|
0.125
|
|
|
17.0 million
|
|
118,992
|
|
|
(1)
|
|
0.7 million
|
|
August 7, 2017
|
|
December 15, 2017
|
|
December 29, 2017
|
|
0.125
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Shares were purchased on the open market and distributed.
|
|
|
Sep 2012
|
|
Dec 2012
|
|
Mar 2013
|
|
Jun 2013
|
|
Sep 2013
|
|
Dec 2013
|
|
Mar 2014
|
|
Jun 2014
|
|
Sep 2014
|
|
Dec 2014
|
|
Oaktree Specialty Lending Corporation
|
|
100.00
|
|
97.52
|
|
105.90
|
|
103.19
|
|
104.32
|
|
96.13
|
|
100.93
|
|
107.72
|
|
103.27
|
|
93.02
|
|
NYSE Composite
|
|
100.00
|
|
102.95
|
|
111.75
|
|
113.23
|
|
119.62
|
|
130.01
|
|
132.40
|
|
138.99
|
|
136.26
|
|
138.78
|
|
NASDAQ Financial
|
|
100.00
|
|
101.10
|
|
116.33
|
|
123.33
|
|
129.19
|
|
144.60
|
|
146.42
|
|
145.11
|
|
141.78
|
|
153.14
|
|
Peer Group
|
|
100.00
|
|
105.20
|
|
110.14
|
|
106.29
|
|
110.83
|
|
116.78
|
|
118.39
|
|
122.82
|
|
114.86
|
|
111.82
|
|
|
|
Mar 2015
|
|
Jun 2015
|
|
Sep 2015
|
|
Dec 2015
|
|
Mar 2016
|
|
Jun 2016
|
|
Sep 2016
|
|
Dec 2016
|
|
Mar 2017
|
|
Jun 2017
|
|
Sep 2017
|
|
Oaktree Specialty Lending Corporation
(cont.)
|
|
86.49
|
|
79.62
|
|
77.10
|
|
82.07
|
|
66.93
|
|
66.97
|
|
82.83
|
|
79.03
|
|
69.95
|
|
73.95
|
|
85.17
|
|
NYSE Composite (cont.)
|
|
140.37
|
|
140.10
|
|
127.85
|
|
133.11
|
|
134.88
|
|
139.62
|
|
143.64
|
|
149.00
|
|
155.83
|
|
160.59
|
|
167.69
|
|
NASDAQ Financial (cont.)
|
|
156.01
|
|
162.51
|
|
151.30
|
|
158.00
|
|
154.11
|
|
156.68
|
|
170.11
|
|
199.15
|
|
198.43
|
|
208.84
|
|
223.04
|
|
Peer Group (cont.)
|
|
123.87
|
|
121.31
|
|
107.83
|
|
108.86
|
|
116.36
|
|
114.26
|
|
126.45
|
|
134.32
|
|
146.31
|
|
143.00
|
|
145.47
|
|
|
For the three months ended
|
|||||||||||||||||||||||||||||||||||
(dollars in thousands,
except per share
amounts)
|
September 30, 2017
|
June 30,
2017 |
March 31,
2017 |
December 31, 2016
|
September 30, 2016
|
June 30,
2016 |
March 31,
2016 |
December 31, 2015
|
September 30, 2015
|
June 30,
2015 |
March 31,
2015 |
December 31, 2014
|
||||||||||||||||||||||||
Total investment income
|
$
|
35,732
|
|
$
|
44,917
|
|
$
|
45,555
|
|
$
|
51,760
|
|
$
|
59,160
|
|
$
|
64,026
|
|
$
|
59,563
|
|
$
|
65,122
|
|
$
|
63,770
|
|
$
|
69,900
|
|
$
|
66,467
|
|
$
|
65,338
|
|
Net investment income
|
11,464
|
|
19,390
|
|
18,504
|
|
23,294
|
|
25,695
|
|
29,106
|
|
25,343
|
|
26,582
|
|
28,159
|
|
32,251
|
|
28,123
|
|
26,407
|
|
||||||||||||
Net realized and unrealized loss
|
(136,935
|
)
|
(25,447
|
)
|
(9,703
|
)
|
(97,536
|
)
|
(29,128
|
)
|
(34,324
|
)
|
(20,363
|
)
|
(89,468
|
)
|
(30,548
|
)
|
(11,740
|
)
|
(2,380
|
)
|
(54,877
|
)
|
||||||||||||
Net increase (decrease) in net assets resulting from operations
|
(125,471
|
)
|
(6,057
|
)
|
8,801
|
|
(74,242
|
)
|
(3,433
|
)
|
(5,218
|
)
|
4,980
|
|
(62,886
|
)
|
(2,389
|
)
|
20,511
|
|
25,743
|
|
(28,470
|
)
|
||||||||||||
Net assets
|
867,657
|
|
1,010,750
|
|
1,019,626
|
|
1,030,272
|
|
1,142,288
|
|
1,184,376
|
|
1,225,974
|
|
1,263,113
|
|
1,353,094
|
|
1,403,213
|
|
1,410,302
|
|
1,407,822
|
|
||||||||||||
Total investment income per common share
|
$
|
0.25
|
|
$
|
0.32
|
|
$
|
0.32
|
|
$
|
0.36
|
|
$
|
0.41
|
|
$
|
0.44
|
|
$
|
0.40
|
|
$
|
0.43
|
|
$
|
0.42
|
|
$
|
0.46
|
|
$
|
0.43
|
|
$
|
0.43
|
|
Net investment income per common share
|
0.08
|
|
0.14
|
|
0.13
|
|
0.16
|
|
0.18
|
|
0.20
|
|
0.17
|
|
0.18
|
|
0.18
|
|
0.21
|
|
0.18
|
|
0.17
|
|
||||||||||||
Earnings (loss) per common share
|
(0.89
|
)
|
(0.04
|
)
|
0.06
|
|
(0.52
|
)
|
(0.02
|
)
|
(0.04
|
)
|
0.03
|
|
(0.42
|
)
|
(0.02
|
)
|
0.13
|
|
0.17
|
|
(0.19
|
)
|
||||||||||||
Net asset value per common share at period end
|
6.16
|
|
7.17
|
|
7.23
|
|
7.31
|
|
7.97
|
|
8.15
|
|
8.33
|
|
8.41
|
|
9.00
|
|
9.15
|
|
9.20
|
|
9.18
|
|
Period
|
|
Total Number of
Shares Purchased
|
Average Price Paid
per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Programs
|
|
Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
|
|||||||||||
October 1 - October 31
|
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
|
|||
November 1 - November 30
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
December 1 - December 31
|
|
2,298,247
|
|
|
|
5.44
|
|
|
|
2,298,247
|
|
|
|
|
||||
January 1 - January 31
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
February 1 - February 29
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
March 1- March 31
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
April 1 - April 30
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
May 1 - May 31
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
June 1- June 30
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
July 1 - July 31
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
August 1 - August 31
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
September 1 - September 30
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
||||
Total
|
|
2,298,247
|
|
|
|
$
|
5.44
|
|
|
|
2,298,247
|
|
|
|
$
|
—
|
|
|
|
As of and for the Years Ended
|
||||||||||
(dollars in thousands, except per share amounts)
|
|
September 30,
2017
|
|
September 30,
2016
|
|
September 30,
2015
|
|
September 30, 2014 |
|
September 30, 2013 |
||
Statement of Operations data:
|
|
|
|
|
|
|
|
|
|
|
||
Total investment income
|
|
$177,964
|
|
$247,872
|
|
$265,475
|
|
$293,954
|
|
$221,612
|
||
Base management fee, net
|
|
31,129
|
|
41,145
|
|
51,069
|
|
51,048
|
|
33,427
|
||
Incentive fee
|
|
10,713
|
|
22,091
|
|
28,575
|
|
35,472
|
|
28,158
|
||
All other expenses
|
|
64,729
|
|
97,338
|
|
70,891
|
|
64,860
|
|
45,074
|
||
Gain on extinguishment of unsecured convertible notes
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
Insurance recoveries
|
|
1,259
|
|
19,429
|
|
—
|
|
—
|
|
—
|
||
Net investment income
|
|
72,652
|
|
106,727
|
|
114,940
|
|
142,574
|
|
114,953
|
||
Net unrealized appreciation (depreciation) on investments
|
|
(97,543)
|
|
(47,924)
|
|
(71,674)
|
|
(32,164)
|
|
13,397
|
||
Net unrealized (appreciation) depreciation on secured borrowings
|
|
(296)
|
|
(76)
|
|
658
|
|
(53)
|
|
—
|
||
Realized gain (loss) on investments
|
|
(171,782)
|
|
(125,283)
|
|
(28,529)
|
|
2,175
|
|
(26,529)
|
||
Net increase (decrease) in net assets resulting from operations
|
|
(196,969)
|
|
(66,556)
|
|
15,395
|
|
112,532
|
|
101,821
|
||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
||
Net asset value per common share at period end
|
|
$6.16
|
|
$7.97
|
|
$9.00
|
|
$9.64
|
|
$9.85
|
||
Market price at period end
|
|
5.47
|
|
5.81
|
|
6.17
|
|
9.18
|
|
10.29
|
||
Net investment income
|
|
0.51
|
|
0.72
|
|
0.75
|
|
1.00
|
|
1.04
|
||
Net realized and unrealized loss on investments and secured borrowings
|
|
(1.90)
|
|
(1.17)
|
|
(0.65)
|
|
(0.21)
|
|
(0.12)
|
||
Net increase (decrease) in net assets resulting from operations
|
|
(1.39)
|
|
(0.45)
|
|
0.10
|
|
0.79
|
|
0.92
|
||
Distributions per common share
|
|
0.465
|
|
0.72
|
|
0.79
|
|
1.00
|
|
1.15
|
||
Balance Sheet data at period end:
|
|
|
|
|
|
|
|
|
|
|
||
Total investments at fair value
|
|
$1,541,755
|
|
$2,165,491
|
|
$2,402,495
|
|
$2,495,914
|
|
$1,893,046
|
||
Cash, cash equivalents and restricted cash
|
|
59,913
|
|
130,362
|
|
143,484
|
|
109,046
|
|
147,359
|
||
Other assets
|
|
14,380
|
|
47,432
|
|
39,678
|
|
63,258
|
|
31,928
|
||
Total assets
|
|
1,616,048
|
|
2,343,285
|
|
2,585,657
|
|
2,668,218
|
|
2,072,333
|
||
Total liabilities
|
|
748,391
|
|
1,200,997
|
|
1,232,563
|
|
1,189,743
|
|
703,461
|
||
Total net assets
|
|
867,657
|
|
1,142,288
|
|
1,353,094
|
|
1,478,475
|
|
1,368,872
|
||
Other data:
|
|
|
|
|
|
|
|
|
|
|
||
Weighted average yield on debt investments (1)
|
|
9.6%
|
|
10.4%
|
|
10.8%
|
|
11.1%
|
|
11.1%
|
||
Number of portfolio companies at period end
|
|
125
|
|
129
|
|
135
|
|
124
|
|
99
|
(1)
|
Weighted average yield is calculated based upon our debt investments, including the return on the subordinated note investment in SLF JV I, at the end of the period.
|
•
|
our future operating results and distribution projections;
|
•
|
the ability of our Investment Adviser to find lower-risk investments to reposition our portfolio and to implement our Investment Adviser’s future plans with respect to our business;
|
•
|
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;
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies; and
|
•
|
the cost or potential outcome of any litigation to which we may be a party.
|
•
|
changes in the economy, financial markets and political environment;
|
•
|
risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters;
|
•
|
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 or RICs; and
|
•
|
other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.
|
•
|
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 our Investment Adviser’s valuation team in conjunction with the Investment Adviser’s portfolio management team and investment professionals responsible for each portfolio investment;
|
•
|
Separately, independent valuation firms engaged by our Board of Directors prepare valuations of our investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to us and provide such reports to our Investment Adviser and the Audit Committee of our Board of Directors;
|
•
|
The Investment Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee of our Board of Directors;
|
•
|
The Audit Committee of our Board of Directors reviews the preliminary valuations with our Investment Adviser, and our Investment Adviser responds and supplements the preliminary valuations to reflect any discussions between our Investment Adviser and the Audit Committee;
|
•
|
The Audit Committee of our Board of Directors makes a recommendation to our Board of Directors regarding the fair value of the investments in our portfolio; and
|
•
|
Our Board of Directors discusses valuations and determines the fair value of each investment in our portfolio.
|
As of December 31, 2014
|
|
78.5
|
%
|
As of March 31, 2015
|
|
72.9
|
%
|
As of June 30, 2015
|
|
73.1
|
%
|
As of September 30, 2015
|
|
88.3
|
%
|
As of December 31, 2015
|
|
77.1
|
%
|
As of March 31, 2016
|
|
69.2
|
%
|
As of June 30, 2016
|
|
67.8
|
%
|
As of September 30, 2016
|
|
89.8
|
%
|
As of December 31, 2016
|
|
69.4
|
%
|
As of March 31, 2017
|
|
68.6
|
%
|
As of June 30, 2017
|
|
67.3
|
%
|
As of September 30, 2017
|
|
76.6
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||
Cost:
|
|
|
|
|
||
Senior secured debt
|
|
74.73
|
%
|
|
78.36
|
%
|
Subordinated debt
|
|
6.42
|
|
|
7.49
|
|
Debt investments in SLF JV I
|
|
7.32
|
|
|
6.34
|
|
LLC equity interests of SLF JV I
|
|
0.92
|
|
|
0.70
|
|
Purchased equity
|
|
6.40
|
|
|
3.61
|
|
Equity grants
|
|
2.78
|
|
|
2.40
|
|
Limited partnership interests
|
|
1.43
|
|
|
1.10
|
|
Total
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||
Fair value:
|
|
|
|
|
||
Senior secured debt
|
|
78.01
|
%
|
|
78.02
|
%
|
Subordinated debt
|
|
6.06
|
|
|
7.22
|
|
Debt investments in SLF JV I
|
|
8.35
|
|
|
5.96
|
|
LLC equity interests of SLF JV I
|
|
0.36
|
|
|
0.63
|
|
Purchased equity
|
|
5.10
|
|
|
5.27
|
|
Equity grants
|
|
0.45
|
|
|
1.86
|
|
Limited partnership interests
|
|
1.67
|
|
|
1.04
|
|
Total
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||
Cost:
|
|
|
|
|
||
Internet software & services
|
|
15.37
|
%
|
|
15.80
|
%
|
Healthcare services
|
|
11.98
|
|
|
16.60
|
|
Multi-sector holdings (1)
|
|
9.87
|
|
|
7.80
|
|
Healthcare equipment
|
|
5.67
|
|
|
5.24
|
|
Advertising
|
|
4.82
|
|
|
7.47
|
|
Data processing & outsourced services
|
|
4.42
|
|
|
3.68
|
|
Construction & engineering
|
|
3.86
|
|
|
2.90
|
|
Pharmaceuticals
|
|
3.46
|
|
|
2.61
|
|
Specialty stores
|
|
3.33
|
|
|
2.04
|
|
Airlines
|
|
3.28
|
|
|
3.11
|
|
Application software
|
|
2.93
|
|
|
2.13
|
|
Education services
|
|
2.85
|
|
|
1.03
|
|
Environmental & facilities services
|
|
2.84
|
|
|
4.34
|
|
Research & consulting services
|
|
2.16
|
|
|
2.76
|
|
Air freight and logistics
|
|
1.85
|
|
|
1.39
|
|
Leisure facilities
|
|
1.76
|
|
|
1.49
|
|
Integrated telecommunication services
|
|
1.75
|
|
|
2.47
|
|
Housewares & specialties
|
|
1.70
|
|
|
—
|
|
Oil & gas equipment services
|
|
1.57
|
|
|
2.00
|
|
Casinos & gaming
|
|
1.33
|
|
|
—
|
|
Consumer electronics
|
|
1.32
|
|
|
1.09
|
|
Home improvement retail
|
|
1.31
|
|
|
1.07
|
|
Diversified support services
|
|
1.29
|
|
|
3.73
|
|
Auto parts & equipment
|
|
1.21
|
|
|
0.73
|
|
Industrial machinery
|
|
0.86
|
|
|
2.04
|
|
Distributors
|
|
0.85
|
|
|
—
|
|
Security & alarm services
|
|
0.75
|
|
|
0.59
|
|
Real Estate Services
|
|
0.74
|
|
|
—
|
|
Other diversified financial services
|
|
0.69
|
|
|
0.65
|
|
Hypermarkets & super centers
|
|
0.68
|
|
|
—
|
|
Precious metals & minerals
|
|
0.42
|
|
|
—
|
|
Thrift & mortgage finance
|
|
0.41
|
|
|
0.35
|
|
Trucking
|
|
0.40
|
|
|
—
|
|
Computer & electronics retail
|
|
0.36
|
|
|
—
|
|
Multi-utilities
|
|
0.35
|
|
|
—
|
|
Commercial printing
|
|
0.34
|
|
|
0.27
|
|
Apparel, accessories & luxury goods
|
|
0.29
|
|
|
0.69
|
|
Restaurants
|
|
0.28
|
|
|
0.22
|
|
Food retail
|
|
0.24
|
|
|
0.18
|
|
IT consulting & other services
|
|
0.23
|
|
|
2.27
|
|
Specialized finance
|
|
0.18
|
|
|
—
|
|
Food distributors
|
|
—
|
|
|
0.52
|
|
Specialized consumer services
|
|
—
|
|
|
0.39
|
|
Healthcare technology
|
|
—
|
|
|
0.35
|
|
Total
|
|
100.00
|
%
|
|
100.00
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||
Fair value:
|
|
|
|
|
||
Internet software & services
|
|
17.20
|
%
|
|
15.09
|
%
|
Multi-sector holdings (1)
|
|
10.67
|
|
|
7.37
|
|
Healthcare services
|
|
6.09
|
|
|
16.64
|
|
Advertising
|
|
5.43
|
|
|
6.90
|
|
Healthcare equipment
|
|
4.73
|
|
|
5.58
|
|
Data processing & outsourced services
|
|
4.43
|
|
|
3.71
|
|
Pharmaceuticals
|
|
4.07
|
|
|
2.79
|
|
Airlines
|
|
3.86
|
|
|
3.56
|
|
Specialty stores
|
|
3.69
|
|
|
2.09
|
|
Application software
|
|
3.50
|
|
|
2.35
|
|
Environmental & facilities services
|
|
3.29
|
|
|
4.66
|
|
Construction & engineering
|
|
3.26
|
|
|
2.90
|
|
Research & consulting services
|
|
2.50
|
|
|
2.93
|
|
Education services
|
|
2.48
|
|
|
0.91
|
|
Leisure facilities
|
|
2.11
|
|
|
1.59
|
|
Integrated telecommunication services
|
|
2.03
|
|
|
2.45
|
|
Housewares & specialties
|
|
1.93
|
|
|
—
|
|
Oil & gas equipment services
|
|
1.84
|
|
|
0.78
|
|
Home improvement retail
|
|
1.61
|
|
|
1.21
|
|
Consumer electronics
|
|
1.56
|
|
|
1.16
|
|
Casinos & gaming
|
|
1.52
|
|
|
—
|
|
Diversified support services
|
|
1.46
|
|
|
3.50
|
|
Auto parts & equipment
|
|
1.41
|
|
|
0.86
|
|
Industrial machinery
|
|
0.97
|
|
|
2.38
|
|
Distributors
|
|
0.96
|
|
|
—
|
|
Security & alarm services
|
|
0.85
|
|
|
0.64
|
|
Real Estate Services
|
|
0.84
|
|
|
—
|
|
Other diversified financial services
|
|
0.76
|
|
|
0.68
|
|
Hypermarkets & super centers
|
|
0.75
|
|
|
—
|
|
Precious metals & minerals
|
|
0.48
|
|
|
—
|
|
Trucking
|
|
0.46
|
|
|
—
|
|
Computer & electronics retail
|
|
0.42
|
|
|
—
|
|
Multi-utilities
|
|
0.41
|
|
|
—
|
|
Thrift & mortgage finance
|
|
0.40
|
|
|
0.27
|
|
Commercial printing
|
|
0.39
|
|
|
0.28
|
|
Leisure products
|
|
0.38
|
|
|
1.62
|
|
Restaurants
|
|
0.32
|
|
|
0.23
|
|
Food retail
|
|
0.28
|
|
|
0.19
|
|
IT consulting & other services
|
|
0.25
|
|
|
2.38
|
|
Specialized finance
|
|
0.21
|
|
|
—
|
|
Air freight and logistics
|
|
0.12
|
|
|
0.33
|
|
Apparel, accessories & luxury goods
|
|
0.08
|
|
|
0.68
|
|
Food distributors
|
|
—
|
|
|
0.53
|
|
Specialized consumer services
|
|
—
|
|
|
0.42
|
|
Healthcare technology
|
|
—
|
|
|
0.34
|
|
Total
|
|
100.00
|
%
|
|
100.00
|
%
|
(1)
|
This industry includes our investment in SLF JV I.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||||||||||||||||||
|
|
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
|
|
$
|
1,299,793
|
|
|
83.59
|
%
|
|
$
|
1,357,794
|
|
|
95.29
|
%
|
|
$
|
1,890,606
|
|
|
89.80
|
%
|
|
$
|
1,854,228
|
|
|
93.89
|
%
|
|
$
|
2,226,334
|
|
|
95.08
|
%
|
|
$
|
2,206,418
|
|
|
97.97
|
%
|
PIK non-accrual (1)
|
|
10,227
|
|
|
0.66
|
|
|
379
|
|
|
0.03
|
|
|
40,187
|
|
|
1.91
|
|
|
31,548
|
|
|
1.60
|
|
|
66,579
|
|
|
2.84
|
|
|
28,145
|
|
|
1.25
|
|
||||||
Cash non-accrual (2)
|
|
244,952
|
|
|
15.75
|
|
|
66,636
|
|
|
4.68
|
|
|
174,629
|
|
|
8.29
|
|
|
89,036
|
|
|
4.51
|
|
|
48,694
|
|
|
2.08
|
|
|
17,600
|
|
|
0.78
|
|
||||||
Total
|
|
$
|
1,554,972
|
|
|
100.00
|
%
|
|
$
|
1,424,809
|
|
|
100.00
|
%
|
|
$
|
2,105,422
|
|
|
100.00
|
%
|
|
$
|
1,974,812
|
|
|
100.00
|
%
|
|
$
|
2,341,607
|
|
|
100.00
|
%
|
|
$
|
2,252,163
|
|
|
100.00
|
%
|
(1)
|
PIK non-accrual status is inclusive of other non-cash income, where applicable.
|
(2)
|
Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2015
|
|||
Phoenix Brands Merger Sub LLC - subordinated term loan (2)
|
|
—
|
|
—
|
|
PIK non-accrual (1)
|
|||
CCCG, LLC (3)
|
|
—
|
|
—
|
|
Cash non-accrual (1)
|
|||
JTC Education, Inc. (2)
|
|
—
|
|
—
|
|
Cash non-accrual (1)
|
|||
Answers Corporation (4)(5)
|
|
—
|
|
Cash non-accrual (1)
|
|
PIK non-accrual (1)
|
|||
Dominion Diagnostics, LLC - subordinated term loan
|
|
Cash non-accrual (1)
|
|
Cash non-accrual (1)
|
|
—
|
|||
Express Group Holdings LLC (3)
|
|
—
|
|
Cash non-accrual (1)
|
|
—
|
|||
AdVenture Interactive, Corp. (6)
|
|
—
|
|
Cash non-accrual (1)
|
|
—
|
|||
ERS Acquisition Corp. (4)
|
|
—
|
|
PIK non-accrual (1)
|
|
—
|
|||
TransTrade Operators, Inc.
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Ameritox Ltd.
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Cenegenics, LLC
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Maverick Healthcare Group, LLC
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Edmentum, Inc. - unsecured junior PIK note
|
|
PIK non-accrual (1)
|
|
—
|
|
—
|
|||
Advanced Pain Management
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Metamorph US 3, LLC
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
(1)
|
PIK non-accrual status is inclusive of other non-cash income, where applicable. Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
|
(2)
|
We no longer held this investment as of September 30, 2017 and September 30, 2016.
|
(3)
|
In March 2016, we restructured our investment in CCCG, LLC. As part of the restructuring, we exchanged cash and our debt securities for debt and equity securities in a newly restructured entity, Express Group Holdings LLC. As of September 30, 2017, we no longer held an investment in Express Group Holdings LLC.
|
(4)
|
We no longer held this investment as of September 30, 2017.
|
(5)
|
As of September 30, 2016, both the first lien term loan and the second lien term loan were on cash non-accrual. As of September 30, 2015, only the second lien term loan was on PIK non-accrual.
|
(6)
|
In March 2017, we restructured our investment in AdVenture Interactive, Corp. As part of the restructuring, we exchanged a portion of our debt securities for equity securities in the restructured entity.
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
|
Year ended
September 30, 2015 |
||||||
Cash interest income
|
|
$
|
18,327
|
|
|
$
|
13,737
|
|
|
$
|
5,179
|
|
PIK interest income
|
|
7,801
|
|
|
7,225
|
|
|
8,423
|
|
|||
OID income
|
|
154
|
|
|
27,886
|
|
|
4,627
|
|
|||
Total
|
|
$
|
26,282
|
|
|
$
|
48,848
|
|
|
$
|
18,229
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
Senior secured loans (1)
|
|
$245,063
|
|
$324,406
|
Weighted average interest rate on senior secured loans (2)
|
|
7.70%
|
|
7.84%
|
Number of borrowers in SLF JV I
|
|
32
|
|
37
|
Largest exposure to a single borrower (1)
|
|
$18,374
|
|
$19,775
|
Total of five largest loan exposures to borrowers (1)
|
|
$82,728
|
|
$93,926
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate(1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
AdVenture Interactive, Corp. (3)
|
|
Advertising
|
|
927 Common Stock Shares
|
|
|
|
|
|
|
|
|
|
$
|
1,088
|
|
|
$
|
1,412
|
|
|||
Allied Universal Holdco LLC (3)
|
|
Security & alarm services
|
|
First Lien
|
|
7/28/2022
|
|
LIBOR+3.75% (1% floor)
|
|
5.08
|
%
|
|
$
|
6,982
|
|
|
7,040
|
|
|
6,976
|
|
||
Ameritox Ltd. (3)(5)
|
|
Healthcare services
|
|
First Lien
|
|
4/11/2021
|
|
LIBOR+5% (1% floor) 3% PIK
|
|
6.33
|
%
|
|
5,759
|
|
|
5,638
|
|
|
668
|
|
|||
|
|
|
|
301,913.06 Class B Preferred Units
|
|
|
|
|
|
|
|
|
|
302
|
|
|
—
|
|
|||||
|
|
|
|
928.96 Class A Common Units
|
|
|
|
|
|
|
|
|
|
5,474
|
|
|
—
|
|
|||||
Total Ameritox, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
5,759
|
|
|
11,414
|
|
|
668
|
|
||||
BeyondTrust Software, Inc. (3)
|
|
Application software
|
|
First Lien
|
|
9/25/2019
|
|
LIBOR+7% (1% floor)
|
|
8.33
|
%
|
|
15,330
|
|
|
15,231
|
|
|
15,329
|
|
|||
BJ's Wholesale Club, Inc. (3)
|
|
Hypermarkets & super centers
|
|
First Lien
|
|
1/26/2024
|
|
LIBOR+3.75% (1% floor)
|
|
4.99
|
%
|
|
4,988
|
|
|
4,993
|
|
|
4,793
|
|
|||
Compuware Corporation
|
|
Internet software & services
|
|
First Lien B3
|
|
12/15/2021
|
|
LIBOR+4.25% (1% floor)
|
|
5.49
|
%
|
|
11,154
|
|
|
11,041
|
|
|
11,293
|
|
|||
DFT Intermediate LLC (3)
|
|
Specialized finance
|
|
First Lien
|
|
3/1/2023
|
|
LIBOR+5.5% (1% floor)
|
|
6.74
|
%
|
|
10,723
|
|
|
10,474
|
|
|
10,652
|
|
|||
Digital River, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
2/12/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.82
|
%
|
|
4,524
|
|
|
4,541
|
|
|
4,546
|
|
|||
Dodge Data & Analytics LLC (3)
|
|
Data processing & outsourced services
|
|
First Lien
|
|
10/31/2019
|
|
LIBOR+8.75% (1% floor)
|
|
10.13
|
%
|
|
9,339
|
|
|
9,372
|
|
|
8,744
|
|
|||
DTZ U.S. Borrower, LLC (3)
|
|
Real estate services
|
|
First Lien
|
|
11/4/2021
|
|
LIBOR+3.25% (1% floor)
|
|
4.57
|
%
|
|
6,964
|
|
|
6,998
|
|
|
6,990
|
|
|||
Edge Fitness, LLC
|
|
Leisure facilities
|
|
First Lien
|
|
12/31/2019
|
|
LIBOR+7.75% (1% floor)
|
|
9.05
|
%
|
|
10,600
|
|
|
10,602
|
|
|
10,600
|
|
|||
EOS Fitness Opco Holdings, LLC (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/30/2019
|
|
LIBOR+8.75% (0.75% floor)
|
|
9.99
|
%
|
|
18,374
|
|
|
18,182
|
|
|
18,557
|
|
|||
Everi Payments Inc.(3)
|
|
Casinos & gaming
|
|
First Lien
|
|
5/9/2024
|
|
LIBOR+4.5% (1% floor)
|
|
5.74
|
%
|
|
4,988
|
|
|
4,964
|
|
|
5,039
|
|
|||
Falmouth Group Holdings Corp.
|
|
Specialty chemicals
|
|
First Lien
|
|
12/13/2021
|
|
LIBOR+6.75% (1% floor)
|
|
8.08
|
%
|
|
4,610
|
|
|
4,578
|
|
|
4,610
|
|
|||
Garretson Resolution Group, Inc.
|
|
Diversified support services
|
|
First Lien
|
|
5/22/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.83
|
%
|
|
5,836
|
|
|
5,818
|
|
|
5,766
|
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate (1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
InMotion Entertainment Group, LLC (3)
|
|
Consumer electronics
|
|
First Lien
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.09
|
%
|
|
8,875
|
|
|
8,884
|
|
|
8,875
|
|
|||
|
|
|
|
First Lien B
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.09
|
%
|
|
8,875
|
|
|
8,828
|
|
|
8,871
|
|
|||
Total InMotion Entertainment Group, LLC
|
|
|
|
|
|
|
|
|
|
|
|
17,750
|
|
|
17,712
|
|
|
17,746
|
|
||||
Keypath Education, Inc. (3)
|
|
Advertising
|
|
First Lien
|
|
4/3/2022
|
|
LIBOR+7% (1.00% floor)
|
|
8.33
|
%
|
|
2,040
|
|
|
2,040
|
|
|
2,039
|
|
|||
|
|
|
|
927 shares Common Stock
|
|
|
|
|
|
|
|
|
|
1,391
|
|
|
809
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
2,040
|
|
|
3,431
|
|
|
2,848
|
|
||||
Lift Brands, Inc. (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/23/2019
|
|
LIBOR+7.5% (1% floor)
|
|
8.83
|
%
|
|
18,276
|
|
|
18,257
|
|
|
18,275
|
|
|||
Metamorph US 3, LLC (3)(5)
|
|
Internet software & services
|
|
First Lien
|
|
12/1/2020
|
|
LIBOR+5.5% (1% floor) 2% PIK
|
|
6.74
|
%
|
|
9,969
|
|
|
9,481
|
|
|
3,786
|
|
|||
Motion Recruitment Partners LLC
|
|
Human resources & employment services
|
|
First Lien
|
|
2/13/2020
|
|
LIBOR+6% (1% floor)
|
|
7.24
|
%
|
|
4,330
|
|
|
4,281
|
|
|
4,330
|
|
|||
NAVEX Global, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
11/19/2021
|
|
LIBOR+4.75% (1% floor)
|
|
5.49
|
%
|
|
5,959
|
|
|
5,925
|
|
|
5,982
|
|
|||
New IPT, Inc. (3)
|
|
Oil & gas equipment & services
|
|
First Lien
|
|
3/17/2021
|
|
LIBOR+5% (1% floor)
|
|
6.33
|
%
|
|
1,794
|
|
|
1,794
|
|
|
1,794
|
|
|||
|
|
|
|
Second Lien
|
|
9/17/2021
|
|
LIBOR+5.1% (1% floor)
|
|
6.43
|
%
|
|
1,094
|
|
|
1,094
|
|
|
1,094
|
|
|||
|
|
|
|
21.876 Class A Common Units
|
|
|
|
|
|
|
|
|
|
—
|
|
|
321
|
|
|||||
Total New IPT, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
2,888
|
|
|
2,888
|
|
|
3,209
|
|
||||
Novetta Solutions, LLC
|
|
Internet software & services
|
|
First Lien
|
|
9/30/2022
|
|
LIBOR+5% (1% floor)
|
|
6.34
|
%
|
|
6,118
|
|
|
6,066
|
|
|
5,950
|
|
|||
OmniSYS Acquisition Corporation (3)
|
|
Diversified support services
|
|
First Lien
|
|
11/21/2018
|
|
LIBOR+7.5% (1% floor)
|
|
8.83
|
%
|
|
10,896
|
|
|
10,900
|
|
|
10,833
|
|
|||
Refac Optical Group (3)
|
|
Specialty stores
|
|
First Lien A
|
|
9/30/2018
|
|
LIBOR+8%
|
|
9.23
|
%
|
|
4,623
|
|
|
4,605
|
|
|
4,623
|
|
|||
Salient CRGT, Inc. (3)
|
|
IT consulting & other services
|
|
First Lien
|
|
2/28/2022
|
|
LIBOR+5.75% (1% floor)
|
|
6.99
|
%
|
|
2,457
|
|
|
2,412
|
|
|
2,440
|
|
|||
Scientific Games International, Inc. (3)
|
|
Casinos & gaming
|
|
First Lien
|
|
8/14/2024
|
|
LIBOR+3.25% (1% floor)
|
|
4.58
|
%
|
|
6,632
|
|
|
6,598
|
|
|
6,651
|
|
|||
SHO Holding I Corporation
|
|
Footwear
|
|
First Lien
|
|
10/27/2022
|
|
LIBOR+5% (1% floor)
|
|
6.24
|
%
|
|
8,594
|
|
|
8,566
|
|
|
8,487
|
|
|||
TravelClick, Inc. (3)
|
|
Internet software & services
|
|
Second Lien
|
|
11/6/2021
|
|
LIBOR+7.75% (1% floor)
|
|
8.99
|
%
|
|
5,127
|
|
|
5,127
|
|
|
5,153
|
|
|||
TV Borrower US, LLC
|
|
Integrated telecommunications services
|
|
First Lien
|
|
2/22/2024
|
|
LIBOR+4.75% (1% floor)
|
|
6.08
|
%
|
|
3,582
|
|
|
3,565
|
|
|
3,607
|
|
|||
Valet Merger Sub, Inc. (3)
|
|
Environmental & facilities services
|
|
First Lien
|
|
9/24/2021
|
|
LIBOR+7% (1% floor)
|
|
8.24
|
%
|
|
12,998
|
|
|
12,862
|
|
|
12,998
|
|
|||
Vubiquity, Inc.
|
|
Application software
|
|
First Lien
|
|
8/12/2021
|
|
LIBOR+5.5% (1% floor)
|
|
6.83
|
%
|
|
2,653
|
|
|
2,636
|
|
|
2,633
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
245,063
|
|
|
$
|
251,648
|
|
|
$
|
235,526
|
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate (1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
AccentCare, Inc.
|
|
Healthcare services
|
|
First Lien
|
|
9/3/2021
|
|
LIBOR+5.75% (1% floor)
|
|
6.75
|
%
|
|
$
|
4,906
|
|
|
$
|
4,837
|
|
|
$
|
4,830
|
|
AdVenture Interactive, Corp. (3) (5)
|
|
Advertising
|
|
First Lien
|
|
3/22/2018
|
|
LIBOR+7.75% (1% floor)
|
|
8.75
|
%
|
|
9,178
|
|
|
9,150
|
|
|
7,066
|
|
|||
AF Borrower, LLC
|
|
IT consulting & other services
|
|
First Lien
|
|
1/28/2022
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
8,083
|
|
|
8,105
|
|
|
8,121
|
|
|||
Ameritox Ltd. (3)
|
|
Healthcare services
|
|
First Lien
|
|
4/11/2021
|
|
LIBOR+5% (1% floor) 3% PIK
|
|
6.00
|
%
|
|
5,890
|
|
|
5,884
|
|
|
5,848
|
|
|||
|
|
|
|
301,913.06 Class B Preferred Units
|
|
|
|
|
|
|
|
|
|
302
|
|
|
331
|
|
|||||
|
|
|
|
928.96 Class A Common Units
|
|
|
|
|
|
|
|
|
|
5,474
|
|
|
2,471
|
|
|||||
Total Ameritox, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
5,890
|
|
|
11,660
|
|
|
8,650
|
|
||||
BeyondTrust Software, Inc. (3)
|
|
Application software
|
|
First Lien
|
|
9/25/2019
|
|
LIBOR+7% (1% floor)
|
|
8.00
|
%
|
|
17,198
|
|
|
17,038
|
|
|
17,059
|
|
|||
Compuware Corporation
|
|
Internet software & services
|
|
First Lien B1
|
|
12/15/2019
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
3,194
|
|
|
3,164
|
|
|
3,206
|
|
|||
|
|
|
|
First Lien B2
|
|
12/15/2021
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
9,825
|
|
|
9,689
|
|
|
9,806
|
|
|||
Total Compuware Corporation
|
|
|
|
|
|
|
|
|
|
|
|
13,019
|
|
|
12,853
|
|
|
13,012
|
|
||||
CRGT, Inc.
|
|
IT consulting & other services
|
|
First Lien
|
|
12/21/2020
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
2,294
|
|
|
2,289
|
|
|
2,300
|
|
|||
Digital River, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
2/12/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
4,524
|
|
|
4,563
|
|
|
4,515
|
|
|||
Dodge Data & Analytics LLC (3)
|
|
Data processing & outsourced services
|
|
First Lien
|
|
10/31/2019
|
|
LIBOR+8.75% (1% floor)
|
|
9.75
|
%
|
|
9,688
|
|
|
9,740
|
|
|
9,810
|
|
|||
Edge Fitness, LLC
|
|
Leisure facilities
|
|
First Lien
|
|
12/31/2019
|
|
LIBOR+8.75% (1% floor)
|
|
9.75
|
%
|
|
10,600
|
|
|
10,602
|
|
|
10,565
|
|
|||
EOS Fitness Opco Holdings, LLC (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/30/2019
|
|
LIBOR+8.75% (0.75% floor)
|
|
9.50
|
%
|
|
19,160
|
|
|
18,869
|
|
|
18,672
|
|
|||
Falmouth Group Holdings Corp.
|
|
Specialty chemicals
|
|
First Lien
|
|
12/13/2021
|
|
LIBOR+6.75% (1% floor)
|
|
7.75
|
%
|
|
4,963
|
|
|
4,920
|
|
|
4,968
|
|
|||
Garretson Resolution Group, Inc.
|
|
Diversified support services
|
|
First Lien
|
|
5/22/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
5,991
|
|
|
5,966
|
|
|
5,946
|
|
|||
InMotion Entertainment Group, LLC (3)
|
|
Consumer electronics
|
|
First Lien
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.00
|
%
|
|
9,375
|
|
|
9,394
|
|
|
9,252
|
|
|||
|
|
|
|
First Lien B
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.00
|
%
|
|
9,375
|
|
|
9,270
|
|
|
9,252
|
|
|||
Total InMotion Entertainment Group, LLC
|
|
|
|
|
|
|
|
|
|
|
|
18,750
|
|
|
18,664
|
|
|
18,504
|
|
||||
Integrated Petroleum Technologies, Inc. (3)
|
|
Oil & gas equipment services
|
|
First Lien
|
|
3/31/2019
|
|
LIBOR+7.5% (1% floor)
|
|
8.50
|
%
|
|
8,267
|
|
|
8,267
|
|
|
2,839
|
|
|||
Legalzoom.com, Inc. (3)
|
|
Specialized consumer services
|
|
First Lien
|
|
5/13/2020
|
|
LIBOR+7% (1% floor)
|
|
8.00
|
%
|
|
19,775
|
|
|
19,410
|
|
|
19,660
|
|
|||
Lift Brands, Inc. (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/23/2019
|
|
LIBOR+7.5% (1% floor)
|
|
9.00
|
%
|
|
19,043
|
|
|
19,015
|
|
|
18,858
|
|
|||
Lytx, Inc. (3)
|
|
Research & consulting services
|
|
First Lien
|
|
3/15/2023
|
|
LIBOR+8.5% (1% floor)
|
|
9.50
|
%
|
|
7,981
|
|
|
7,981
|
|
|
7,981
|
|
|||
MedTech Group, Inc.
|
|
Healthcare equipment
|
|
First Lien
|
|
1/1/2019
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
11,910
|
|
|
11,910
|
|
|
11,696
|
|
|||
Metamorph US 3, LLC (3)
|
|
Internet software & services
|
|
First Lien
|
|
12/1/2020
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
10,078
|
|
|
9,945
|
|
|
8,390
|
|
|||
Motion Recruitment Partners LLC
|
|
Human resources & employment services
|
|
First Lien
|
|
2/13/2020
|
|
LIBOR+6% (1% floor)
|
|
7.00
|
%
|
|
4,563
|
|
|
4,487
|
|
|
4,550
|
|
|||
My Alarm Center, LLC
|
|
Security & alarm services
|
|
First Lien A
|
|
1/9/2019
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
3,000
|
|
|
2,993
|
|
|
3,005
|
|
|||
|
|
|
|
First Lien B
|
|
1/9/2019
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
4,506
|
|
|
4,493
|
|
|
4,514
|
|
|||
|
|
|
|
First Lien C
|
|
1/9/2019
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
1,136
|
|
|
1,128
|
|
|
1,133
|
|
|||
Total My Alarm Center, LLC
|
|
|
|
|
|
|
|
|
|
|
|
8,642
|
|
|
8,614
|
|
|
8,652
|
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate (1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
NAVEX Global, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
11/19/2021
|
|
LIBOR+4.75% (1% floor)
|
|
5.75
|
%
|
|
995
|
|
|
943
|
|
|
990
|
|
|||
Novetta Solutions, LLC
|
|
Internet software & services
|
|
First Lien
|
|
9/30/2022
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
6,614
|
|
|
6,528
|
|
|
6,357
|
|
|||
OmniSYS Acquisition Corporation (3)
|
|
Diversified support services
|
|
First Lien
|
|
11/21/2018
|
|
LIBOR+7.5% (1% floor)
|
|
8.50
|
%
|
|
10,896
|
|
|
10,903
|
|
|
10,743
|
|
|||
Refac Optical Group (3)
|
|
Specialty stores
|
|
First Lien A
|
|
9/30/2018
|
|
LIBOR+7.5%
|
|
8.02
|
%
|
|
7,116
|
|
|
7,049
|
|
|
7,107
|
|
|||
SHO Holding I Corporation
|
|
Footwear
|
|
First Lien
|
|
10/27/2022
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
4,466
|
|
|
4,426
|
|
|
4,461
|
|
|||
TIBCO Software, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
12/4/2020
|
|
LIBOR+5.5% (1% floor)
|
|
6.50
|
%
|
|
4,748
|
|
|
4,548
|
|
|
4,691
|
|
|||
Too Faced Cosmetics, LLC
|
|
Personal products
|
|
First Lien
|
|
7/7/2021
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
1,135
|
|
|
1,028
|
|
|
1,140
|
|
|||
TravelClick, Inc. (3)
|
|
Internet software & services
|
|
Second Lien
|
|
11/8/2021
|
|
LIBOR+7.75% (1% floor)
|
|
8.75
|
%
|
|
8,460
|
|
|
8,460
|
|
|
7,576
|
|
|||
TrialCard Incorporated
|
|
Healthcare services
|
|
First Lien
|
|
12/31/2019
|
|
LIBOR+4.5% (1% floor)
|
|
5.50
|
%
|
|
13,319
|
|
|
13,222
|
|
|
13,255
|
|
|||
TV Borrower US, LLC
|
|
Integrated telecommunications services
|
|
First Lien
|
|
1/8/2021
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
9,800
|
|
|
9,633
|
|
|
9,763
|
|
|||
Valet Merger Sub, Inc. (3)
|
|
Environmental & facilities services
|
|
First Lien
|
|
9/24/2021
|
|
LIBOR+7% (1% floor)
|
|
8.00
|
%
|
|
14,887
|
|
|
14,692
|
|
|
15,138
|
|
|||
Vitera Healthcare Solutions, LLC
|
|
Healthcare technology
|
|
First Lien
|
|
11/4/2020
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
4,863
|
|
|
4,863
|
|
|
4,747
|
|
|||
Vubiquity, Inc.
|
|
Application software
|
|
First Lien
|
|
8/12/2021
|
|
LIBOR+5.5% (1% floor)
|
|
6.50
|
%
|
|
2,680
|
|
|
2,658
|
|
|
2,666
|
|
|||
Worley Claims Services, LLC (3)
|
|
Internet software & services
|
|
First Lien
|
|
10/31/2020
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
9,924
|
|
|
9,882
|
|
|
9,875
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
324,406
|
|
|
$
|
327,720
|
|
|
$
|
315,153
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Selected Balance Sheet Information:
|
|
|
|
|
||||
Investments in loans at fair value (cost September 30, 2017: $251,648; cost September 30, 2016: $327,720)
|
|
$
|
235,526
|
|
|
$
|
315,153
|
|
Receivables from secured financing arrangements at fair value (cost September 30, 2017: $9,783; cost September 30, 2016: $10,014)
|
|
8,305
|
|
|
9,672
|
|
||
Cash and cash equivalents
|
|
24,389
|
|
|
1,878
|
|
||
Restricted cash
|
|
5,097
|
|
|
7,080
|
|
||
Other assets
|
|
3,485
|
|
|
4,700
|
|
||
Total assets
|
|
$
|
276,802
|
|
|
$
|
338,483
|
|
|
|
|
|
|
||||
Senior credit facilities payable
|
|
$
|
113,053
|
|
|
$
|
167,012
|
|
Debt securities payable at fair value (proceeds September 30, 2017: $147,052; proceeds September 30, 2016: $165,533)
|
|
147,052
|
|
|
147,433
|
|
||
Other liabilities
|
|
10,383
|
|
|
8,371
|
|
||
Total liabilities
|
|
$
|
270,488
|
|
|
$
|
322,816
|
|
Members' equity
|
|
6,314
|
|
|
15,667
|
|
||
Total liabilities and members' equity
|
|
$
|
276,802
|
|
|
$
|
338,483
|
|
|
|
Year ended September 30, 2017
|
|
Year ended September 30, 2016
|
||||
Selected Statements of Operations Information:
|
|
|
|
|
||||
Interest income
|
|
$
|
23,222
|
|
|
$
|
30,156
|
|
Other income
|
|
869
|
|
|
840
|
|
||
Total investment income
|
|
24,091
|
|
|
30,996
|
|
||
Interest expense
|
|
22,195
|
|
|
23,262
|
|
||
Other expenses
|
|
700
|
|
|
501
|
|
||
Total expenses (1)
|
|
22,895
|
|
|
23,763
|
|
||
Net unrealized appreciation (depreciation)
|
|
(22,789
|
)
|
|
7,438
|
|
||
Net realized gain (loss)
|
|
13,350
|
|
|
(7,771
|
)
|
||
Net income (loss)
|
|
$
|
(8,243
|
)
|
|
$
|
6,900
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount
per Share
|
|
Cash
Distribution
|
|
DRIP Shares
Issued (1) |
|
DRIP Shares
Value
|
|||
August 4, 2015
|
|
October 15, 2015
|
|
October 30, 2015
|
|
$
|
0.06
|
|
|
$ 8.4 million
|
|
106,185
|
|
|
$ 0.6 million
|
August 4, 2015
|
|
November 16, 2015
|
|
November 30, 2015
|
|
0.06
|
|
|
8.4 million
|
|
91,335
|
|
|
0.6 million
|
|
November 30, 2015
|
|
December 15, 2015
|
|
December 30, 2015
|
|
0.06
|
|
|
8.4 million
|
|
99,673
|
|
|
0.6 million
|
|
November 30, 2015
|
|
January 15, 2016
|
|
January 28, 2016
|
|
0.06
|
|
|
8.4 million
|
|
113,905
|
|
|
0.7 million
|
|
November 30, 2015
|
|
February 12, 2016
|
|
February 26, 2016
|
|
0.06
|
|
|
8.4 million
|
|
123,342
|
|
|
0.6 million
|
|
February 8, 2016
|
|
March 15, 2016
|
|
March 31, 2016
|
|
0.06
|
|
|
8.6 million
|
|
86,806
|
|
|
0.4 million
|
|
February 8, 2016
|
|
April 15, 2016
|
|
April 29, 2016
|
|
0.06
|
|
|
8.2 million
|
|
112,569
|
|
|
0.6 million
|
|
February 8, 2016
|
|
May 13, 2016
|
|
May 31, 2016
|
|
0.06
|
|
|
8.4 million
|
|
76,432
|
|
|
0.4 million
|
|
May 5, 2016
|
|
June 15, 2016
|
|
June 30, 2016
|
|
0.06
|
|
|
8.2 million
|
|
108,629
|
|
|
0.5 million
|
|
May 5, 2016
|
|
July 15, 2016
|
|
July 29, 2016
|
|
0.06
|
|
|
8.2 million
|
|
100,268
|
|
|
0.6 million
|
|
May 5, 2016
|
|
August 15, 2016
|
|
August 31, 2016
|
|
0.06
|
|
|
8.3 million
|
|
59,026
|
|
|
0.4 million
|
|
August 3, 2016
|
|
September 15, 2016
|
|
September 30, 2016
|
|
0.06
|
|
|
8.3 million
|
|
65,170
|
|
|
0.4 million
|
|
August 3, 2016
|
|
October 14, 2016
|
|
October 31, 2016
|
|
0.06
|
|
|
8.2 million
|
|
81,391
|
|
|
0.4 million
|
|
August 3, 2016
|
|
November 15, 2016
|
|
November 30, 2016
|
|
0.06
|
|
|
8.2 million
|
|
80,962
|
|
|
0.4 million
|
|
October 18, 2016
|
|
December 15, 2016
|
|
December 30, 2016
|
|
0.06
|
|
|
7.7 million
|
|
70,316
|
|
|
0.4 million
|
|
October 18, 2016
|
|
January 13, 2017
|
|
January 31, 2017
|
|
0.06
|
|
|
8.0 million
|
|
73,940
|
|
|
0.4 million
|
|
October 18, 2016
|
|
February 15, 2017
|
|
February 28, 2017
|
|
0.06
|
|
|
8.0 million
|
|
86,120
|
|
|
0.4 million
|
|
February 6, 2017
|
|
March 15, 2017
|
|
March 31, 2017
|
|
0.02
|
|
|
2.7 million
|
|
27,891
|
|
|
0.1 million
|
|
February 6, 2017
|
|
June 15, 2017
|
|
June 30, 2017
|
|
0.02
|
|
|
2.7 million
|
|
20,502
|
|
|
0.1 million
|
|
February 6, 2017
|
|
September 15, 2017
|
|
September 29, 2017
|
|
0.125
|
|
|
17.0 million
|
|
118,992
|
|
|
0.7 million
|
|
August 7, 2017
|
|
December 15, 2017
|
|
December 29, 2017
|
|
0.125
|
|
|
|
|
|
|
|
|
(1)
|
Shares were purchased on the open market and distributed.
|
Financial Covenant
|
|
Description
|
|
Target Value
|
|
June 30, 2017 Reported Value (1)
|
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
|
|
$900 million
|
|
$1,011 million
|
Asset coverage ratio
|
|
Asset coverage ratio shall not be less than 2.10:1
|
|
2.10:1
|
|
2.32:1
|
Interest coverage ratio
|
|
Interest coverage ratio shall not be less than 2.25:1
|
|
2.25:1
|
|
2.72:1
|
Minimum net worth
|
|
Net worth shall not be less than $750 million
|
|
$750 million
|
|
$848 million
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Lift Brands Holdings, Inc.
|
|
$
|
15,000
|
|
|
$
|
13,000
|
|
P2 Upstream Acquisition Co.
|
|
10,000
|
|
|
10,000
|
|
||
Valet Merger Sub, Inc.
|
|
9,326
|
|
|
5,596
|
|
||
Edge Fitness, LLC
|
|
8,353
|
|
|
8,353
|
|
||
InMotion Entertainment Group, LLC
|
|
7,544
|
|
|
6,856
|
|
||
BeyondTrust Software, Inc.
|
|
5,995
|
|
|
5,995
|
|
||
EOS Fitness Opco Holdings, LLC
|
|
5,000
|
|
|
5,000
|
|
||
Dominion Diagnostics, LLC (1)(2)
|
|
4,180
|
|
|
—
|
|
||
Impact Sales, LLC
|
|
3,234
|
|
|
—
|
|
||
Systems, Inc.
|
|
3,030
|
|
|
—
|
|
||
Thing5, LLC
|
|
3,000
|
|
|
5,000
|
|
||
WeddingWire, Inc.
|
|
3,000
|
|
|
3,000
|
|
||
Keypath Education, Inc.
|
|
3,000
|
|
|
—
|
|
||
Traffic Solutions Holdings, Inc.
|
|
2,998
|
|
|
2,682
|
|
||
Motion Recruitment Partners LLC
|
|
2,900
|
|
|
2,900
|
|
||
Pingora MSR Opportunity Fund I, LP (limited partnership interest)
|
|
2,760
|
|
|
2,054
|
|
||
Edmentum, Inc.(1)
|
|
2,664
|
|
|
2,664
|
|
||
OmniSYS Acquisition Corporation
|
|
2,500
|
|
|
2,500
|
|
||
Ping Identity Corporation
|
|
2,500
|
|
|
2,500
|
|
||
4 Over International, LLC
|
|
2,232
|
|
|
2,232
|
|
||
New IPT, Inc.
|
|
2,229
|
|
|
—
|
|
||
Refac Optical Group
|
|
2,080
|
|
|
6,400
|
|
||
SPC Partners VI, L.P. (limited partnership interest)
|
|
2,000
|
|
|
—
|
|
||
Ministry Brands, LLC
|
|
1,708
|
|
|
15,000
|
|
||
Sailpoint Technologies, Inc.
|
|
1,500
|
|
|
—
|
|
||
Metamorph US 3, LLC (1)
|
|
1,470
|
|
|
3,675
|
|
||
Senior Loan Fund JV 1, LLC
|
|
1,328
|
|
|
14,065
|
|
||
TransTrade Operators, Inc. (1)(3)
|
|
1,052
|
|
|
424
|
|
||
Webster Capital III, L.P. (limited partnership)
|
|
736
|
|
|
1,013
|
|
||
Riverside Fund V, LP (limited partnership interest)
|
|
539
|
|
|
853
|
|
||
Garretson Firm Resolution Group, Inc.
|
|
508
|
|
|
1,066
|
|
||
Sterling Capital Partners IV, L.P. (limited partnership interest)
|
|
490
|
|
|
485
|
|
||
Beecken Petty O'Keefe Fund IV, L.P. (limited partnership interest)
|
|
472
|
|
|
813
|
|
||
Tailwind Capital Partners II, L.P. (limited partnership interest)
|
|
391
|
|
|
1,005
|
|
||
Moelis Capital Partners Opportunity Fund I-B, L.P. (limited partnership interest)
|
|
365
|
|
|
476
|
|
||
RCP Direct II, LP (limited partnership interest)
|
|
364
|
|
|
654
|
|
||
Cenegenics, LLC (1)(3)
|
|
297
|
|
|
1,001
|
|
||
Riverside Fund IV, LP (limited partnership interest)
|
|
254
|
|
|
544
|
|
||
ACON Equity Partners III, LP (limited partnership interest)
|
|
239
|
|
|
204
|
|
||
RCP Direct, LP (limited partnership interest)
|
|
184
|
|
|
236
|
|
||
Bunker Hill Capital II (QP), LP (limited partnership interest)
|
|
183
|
|
|
190
|
|
||
Milestone Partners IV, LP (limited partnership interest)
|
|
180
|
|
|
261
|
|
||
SPC Partners V, L.P. (limited partnership interest)
|
|
159
|
|
|
602
|
|
||
Riverlake Equity Partners II, LP (limited partnership interest)
|
|
129
|
|
|
177
|
|
||
L Squared Capital Partners (limited partnership interest)
|
|
—
|
|
|
308
|
|
||
Legalzoom.com, Inc.
|
|
—
|
|
|
15,427
|
|
||
TigerText, Inc.
|
|
—
|
|
|
10,000
|
|
||
RP Crown Parent, LLC
|
|
—
|
|
|
9,414
|
|
||
TIBCO Software, Inc.
|
|
—
|
|
|
5,800
|
|
Integrated Petroleum Technologies, Inc.
|
|
—
|
|
|
5,397
|
|
||
Trialcard Incorporated
|
|
—
|
|
|
4,900
|
|
||
Adventure Interactive, Corp. (2)
|
|
—
|
|
|
4,846
|
|
||
Baart Programs, Inc.
|
|
—
|
|
|
4,762
|
|
||
Discovery Practice Management, Inc.
|
|
—
|
|
|
3,958
|
|
||
OBHG Management Services, LLC
|
|
—
|
|
|
3,836
|
|
||
First American Payment Systems, LP
|
|
—
|
|
|
3,000
|
|
||
My Alarm Center, LLC
|
|
—
|
|
|
2,940
|
|
||
Eagle Hospital Physicians, Inc.
|
|
—
|
|
|
2,753
|
|
||
HealthDrive Corporation
|
|
—
|
|
|
2,534
|
|
||
Teaching Strategies, LLC
|
|
—
|
|
|
2,400
|
|
||
ExamSoft Worldwide, Inc.
|
|
—
|
|
|
2,000
|
|
||
Accruent, LLC
|
|
—
|
|
|
1,900
|
|
||
Total
|
|
$
|
118,073
|
|
|
$
|
215,651
|
|
|
|
Debt Outstanding
as of September 30, 2016 |
|
Debt Outstanding
as of September 30, 2017
|
|
Weighted average debt
outstanding for the
year ended
September 30, 2017
|
|
Maximum debt
outstanding
for the year ended
September 30, 2017
|
||||||||
SBA debentures
|
|
$
|
213,300
|
|
|
$
|
—
|
|
|
$
|
159,201
|
|
|
$
|
213,300
|
|
ING facility
|
|
472,495
|
|
|
226,495
|
|
|
356,961
|
|
|
530,495
|
|
||||
Sumitomo facility
|
|
43,800
|
|
|
29,500
|
|
|
40,379
|
|
|
44,000
|
|
||||
2019 Notes
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
||||
2024 Notes
|
|
75,000
|
|
|
75,000
|
|
|
75,000
|
|
|
75,000
|
|
||||
2028 Notes
|
|
86,250
|
|
|
86,250
|
|
|
86,250
|
|
|
86,250
|
|
||||
Secured borrowings
|
|
18,929
|
|
|
13,489
|
|
|
14,581
|
|
|
18,929
|
|
||||
Total debt
|
|
$
|
1,159,774
|
|
|
$
|
680,734
|
|
|
$
|
982,372
|
|
|
|
|
|
Payments due by period as of September 30, 2017
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
ING facility
|
|
$
|
226,495
|
|
|
$
|
226,495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest due on ING facility
|
|
6,733
|
|
|
6,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Sumitomo facility
|
|
29,500
|
|
|
29,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest due on Sumitomo facility
|
|
886
|
|
|
886
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Secured borrowings
|
|
13,489
|
|
|
—
|
|
|
13,489
|
|
|
—
|
|
|
—
|
|
|||||
Interest due on secured borrowings
|
|
1,857
|
|
|
612
|
|
|
1,245
|
|
|
—
|
|
|
—
|
|
|||||
2019 Notes
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest due on 2019 Notes
|
|
17,263
|
|
|
12,188
|
|
|
5,075
|
|
|
—
|
|
|
—
|
|
|||||
2024 Notes
|
|
75,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|||||
Interest due on 2024 Notes
|
|
31,230
|
|
|
4,406
|
|
|
8,813
|
|
|
8,813
|
|
|
9,198
|
|
|||||
2028 Notes
|
|
86,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,250
|
|
|||||
Interest due on 2028 Notes
|
|
55,940
|
|
|
5,283
|
|
|
10,566
|
|
|
10,566
|
|
|
29,525
|
|
|||||
Total
|
|
$
|
794,643
|
|
|
$
|
286,103
|
|
|
$
|
289,188
|
|
|
$
|
19,379
|
|
|
$
|
199,973
|
|
Year Ended
|
|
Qualified Net Interest Income
|
Qualified Short-Term Capital Gains
|
||
September 30, 2017
|
|
85.8
|
%
|
—
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||
($ in thousands)
|
|
Fair Value
|
|
% of Floating
Rate Portfolio
|
|
Fair Value
|
|
% of Floating
Rate Portfolio
|
||||||
Under 1%
|
|
$
|
201,365
|
|
|
16.91
|
%
|
|
$
|
271,484
|
|
|
16.98
|
%
|
1% to under 2%
|
|
989,575
|
|
|
83.09
|
|
|
1,324,121
|
|
|
82.83
|
|
||
2% to under 3%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
3% and over
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
0.19
|
|
||
Total
|
|
$
|
1,190,940
|
|
|
100.00
|
%
|
|
$
|
1,598,605
|
|
|
100.00
|
%
|
(1)
|
A decline in interest rates would not have a material impact on our Consolidated Financial Statements.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||
($ in thousands)
|
|
Interest Bearing
Cash and
Investments
|
|
Borrowings
|
|
Interest Bearing
Cash and Investments |
|
Borrowings
|
||||||||
Money market rate
|
|
$
|
59,913
|
|
|
$
|
—
|
|
|
$
|
130,362
|
|
|
$
|
—
|
|
Prime rate
|
|
1,061
|
|
|
—
|
|
|
12,344
|
|
|
—
|
|
||||
LIBOR
|
|
|
|
|
|
|
|
|
||||||||
30 day
|
|
42,165
|
|
|
255,993
|
|
|
42,087
|
|
|
516,295
|
|
||||
90 day
|
|
1,254,246
|
|
|
13,491
|
|
|
1,665,339
|
|
|
18,929
|
|
||||
Fixed rate
|
|
290,427
|
|
|
411,250
|
|
|
408,136
|
|
|
624,550
|
|
||||
Total
|
|
$
|
1,647,812
|
|
|
$
|
680,734
|
|
|
$
|
2,258,268
|
|
|
$
|
1,159,774
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
ASSETS
|
||||||||
Investments at fair value:
|
|
|
|
|
||||
Control investments (cost September 30, 2017: $444,826; cost September 30, 2016: $456,493)
|
|
$
|
305,271
|
|
|
$
|
388,267
|
|
Affiliate investments (cost September 30, 2017: $33,743; cost September 30, 2016: $34,955)
|
|
36,983
|
|
|
39,769
|
|
||
Non-control/Non-affiliate investments (cost September 30, 2017: $1,279,096; cost September 30, 2016: $1,792,410)
|
|
1,199,501
|
|
|
1,737,455
|
|
||
Total investments at fair value (cost September 30, 2017: $1,757,665; cost September 30, 2016: $2,283,858)
|
|
1,541,755
|
|
|
2,165,491
|
|
||
Cash and cash equivalents
|
|
53,018
|
|
|
117,923
|
|
||
Restricted cash
|
|
6,895
|
|
|
12,439
|
|
||
Interest, dividends and fees receivable
|
|
6,892
|
|
|
15,568
|
|
||
Due from portfolio companies
|
|
5,670
|
|
|
4,077
|
|
||
Receivables from unsettled transactions
|
|
—
|
|
|
5,346
|
|
||
Deferred financing costs
|
|
1,304
|
|
|
2,234
|
|
||
Insurance recoveries receivable
|
|
—
|
|
|
19,729
|
|
||
Other assets
|
|
514
|
|
|
478
|
|
||
Total assets
|
|
$
|
1,616,048
|
|
|
$
|
2,343,285
|
|
LIABILITIES AND NET ASSETS
|
||||||||
Liabilities:
|
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
|
$
|
2,417
|
|
|
$
|
2,533
|
|
Base management fee and Part I incentive fee payable
|
|
6,750
|
|
|
15,958
|
|
||
Due to FSC CT
|
|
1,815
|
|
|
2,204
|
|
||
Interest payable
|
|
3,167
|
|
|
3,912
|
|
||
Amounts payable to syndication partners
|
|
1
|
|
|
754
|
|
||
Director fees payable
|
|
184
|
|
|
566
|
|
||
Payables from unsettled transactions
|
|
58,691
|
|
|
6,234
|
|
||
Legal settlements payable
|
|
—
|
|
|
19,500
|
|
||
Credit facilities payable
|
|
255,995
|
|
|
516,295
|
|
||
SBA debentures payable (net of $3,289 of unamortized financing costs as of September 30, 2016)
|
|
—
|
|
|
210,011
|
|
||
Unsecured notes payable (net of $4,737 and $5,956 of unamortized financing costs as of September 30, 2017 and September 30, 2016, respectively)
|
|
406,115
|
|
|
404,630
|
|
||
Secured borrowings at fair value (proceeds September 30, 2017: $13,489; proceeds September 30, 2016: $18,929)
|
|
13,256
|
|
|
18,400
|
|
||
Total liabilities
|
|
748,391
|
|
|
1,200,997
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
||||
Net assets:
|
|
|
|
|
||||
Common stock, $0.01 par value, 250,000 shares authorized; 140,961 shares issued and outstanding at September 30, 2017; 143,259 shares issued and outstanding at September 30, 2016
|
|
1,409
|
|
|
1,433
|
|
||
Additional paid-in-capital
|
|
1,579,278
|
|
|
1,591,467
|
|
||
Net unrealized depreciation on investments and secured borrowings
|
|
(215,677
|
)
|
|
(117,838
|
)
|
||
Net realized loss on investments and secured borrowings
|
|
(478,010
|
)
|
|
(306,228
|
)
|
||
Accumulated overdistributed net investment income
|
|
(19,343
|
)
|
|
(26,546
|
)
|
||
Total net assets (equivalent to $6.16 and $7.97 per common share at September 30, 2017 and September 30, 2016, respectively) (Note 12)
|
|
867,657
|
|
|
1,142,288
|
|
||
Total liabilities and net assets
|
|
$
|
1,616,048
|
|
|
$
|
2,343,285
|
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
|
Year ended
September 30, 2015 |
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Control investments
|
|
$
|
14,230
|
|
|
$
|
17,122
|
|
|
$
|
15,541
|
|
Affiliate investments
|
|
3,939
|
|
|
4,110
|
|
|
4,338
|
|
|||
Non-control/Non-affiliate investments
|
|
133,344
|
|
|
175,584
|
|
|
195,988
|
|
|||
Interest on cash and cash equivalents
|
|
810
|
|
|
380
|
|
|
55
|
|
|||
Total interest income
|
|
152,323
|
|
|
197,196
|
|
|
215,922
|
|
|||
PIK interest income:
|
|
|
|
|
|
|
||||||
Control investments
|
|
6,631
|
|
|
4,987
|
|
|
5,029
|
|
|||
Affiliate investments
|
|
788
|
|
|
822
|
|
|
860
|
|
|||
Non-control/Non-affiliate investments
|
|
3,674
|
|
|
8,219
|
|
|
7,500
|
|
|||
Total PIK interest income
|
|
11,093
|
|
|
14,028
|
|
|
13,389
|
|
|||
Fee income:
|
|
|
|
|
|
|
||||||
Control investments
|
|
1,244
|
|
|
2,715
|
|
|
1,841
|
|
|||
Affiliate investments
|
|
753
|
|
|
320
|
|
|
52
|
|
|||
Non-control/Non-affiliate investments
|
|
8,510
|
|
|
19,643
|
|
|
20,371
|
|
|||
Total fee income
|
|
10,507
|
|
|
22,678
|
|
|
22,264
|
|
|||
Dividend and other income:
|
|
|
|
|
|
|
||||||
Control investments
|
|
3,954
|
|
|
9,175
|
|
|
12,574
|
|
|||
Non-control/Non-affiliate investments
|
|
87
|
|
|
4,795
|
|
|
1,326
|
|
|||
Total dividend and other income
|
|
4,041
|
|
|
13,970
|
|
|
13,900
|
|
|||
Total investment income
|
|
177,964
|
|
|
247,872
|
|
|
265,475
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Base management fee
|
|
31,369
|
|
|
41,483
|
|
|
51,615
|
|
|||
Part I incentive fee
|
|
10,713
|
|
|
22,091
|
|
|
28,575
|
|
|||
Professional fees
|
|
5,703
|
|
|
15,232
|
|
|
4,079
|
|
|||
Board of Directors fees
|
|
872
|
|
|
966
|
|
|
722
|
|
|||
Interest expense
|
|
49,935
|
|
|
54,621
|
|
|
56,654
|
|
|||
Administrator expense
|
|
2,217
|
|
|
1,891
|
|
|
3,090
|
|
|||
General and administrative expenses
|
|
5,999
|
|
|
5,128
|
|
|
6,346
|
|
|||
Loss on legal settlements
|
|
3
|
|
|
19,500
|
|
|
—
|
|
|||
Total expenses
|
|
106,811
|
|
|
160,912
|
|
|
151,081
|
|
|||
Base management fee waived
|
|
(240
|
)
|
|
(338
|
)
|
|
(546
|
)
|
|||
Insurance recoveries
|
|
(1,259
|
)
|
|
(19,429
|
)
|
|
—
|
|
|||
Net expenses
|
|
105,312
|
|
|
141,145
|
|
|
150,535
|
|
|||
Net investment income
|
|
72,652
|
|
|
106,727
|
|
|
114,940
|
|
|||
Unrealized appreciation (depreciation) on investments:
|
|
|
|
|
|
|
||||||
Control investments
|
|
(71,329
|
)
|
|
(53,599
|
)
|
|
(21,874
|
)
|
|||
Affiliate investments
|
|
(1,574
|
)
|
|
845
|
|
|
962
|
|
|||
Non-control/Non-affiliate investments
|
|
(24,640
|
)
|
|
4,830
|
|
|
(50,762
|
)
|
|||
Net unrealized depreciation on investments
|
|
(97,543
|
)
|
|
(47,924
|
)
|
|
(71,674
|
)
|
|||
Net unrealized (appreciation) depreciation on secured borrowings
|
|
(296
|
)
|
|
(76
|
)
|
|
658
|
|
|||
Realized gain (loss) on investments and secured borrowings:
|
|
|
|
|
|
|
||||||
Control investments
|
|
(59,722
|
)
|
|
(9,318
|
)
|
|
(4,516
|
)
|
|||
Affiliate investments
|
|
—
|
|
|
3
|
|
|
72
|
|
|||
Non-control/Non-affiliate investments
|
|
(112,060
|
)
|
|
(115,968
|
)
|
|
(24,085
|
)
|
|||
Net realized loss on investments and secured borrowings
|
|
(171,782
|
)
|
|
(125,283
|
)
|
|
(28,529
|
)
|
|||
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(196,969
|
)
|
|
$
|
(66,556
|
)
|
|
$
|
15,395
|
|
Net investment income per common share — basic
|
|
$
|
0.51
|
|
|
$
|
0.72
|
|
|
$
|
0.75
|
|
Earnings (loss) per common share — basic
|
|
$
|
(1.39
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.10
|
|
Weighted average common shares outstanding — basic
|
|
141,438
|
|
|
147,422
|
|
|
153,164
|
|
|||
Net investment income per common share — diluted
|
|
$
|
0.51
|
|
|
$
|
0.71
|
|
|
$
|
0.75
|
|
Earnings (loss) per common share — diluted (Note 5)
|
|
$
|
(1.39
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.10
|
|
Weighted average common shares outstanding — diluted
|
|
141,438
|
|
|
151,339
|
|
|
160,954
|
|
|||
Distributions per common share
|
|
$
|
0.465
|
|
|
$
|
0.72
|
|
|
$
|
0.79
|
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
|
Year ended
September 30, 2015 |
||||||
Operations:
|
|
|
|
|
|
|
||||||
Net investment income
|
|
$
|
72,652
|
|
|
$
|
106,727
|
|
|
$
|
114,940
|
|
Net unrealized depreciation on investments
|
|
(97,543
|
)
|
|
(47,924
|
)
|
|
(71,674
|
)
|
|||
Net unrealized (appreciation) depreciation on secured borrowings
|
|
(296
|
)
|
|
(76
|
)
|
|
658
|
|
|||
Net realized loss on investments and secured borrowings
|
|
(171,782
|
)
|
|
(125,283
|
)
|
|
(28,529
|
)
|
|||
Net increase (decrease) in net assets resulting from operations
|
|
(196,969
|
)
|
|
(66,556
|
)
|
|
15,395
|
|
|||
Stockholder transactions:
|
|
|
|
|
|
|
||||||
Contributions from stockholders (Note 11)
|
|
287
|
|
|
—
|
|
|
—
|
|
|||
Distributions to stockholders
|
|
(65,449
|
)
|
|
(99,419
|
)
|
|
(120,647
|
)
|
|||
Tax return of capital
|
|
—
|
|
|
(7,239
|
)
|
|
—
|
|
|||
Net decrease in net assets from stockholder transactions
|
|
(65,162
|
)
|
|
(106,658
|
)
|
|
(120,647
|
)
|
|||
Capital share transactions:
|
|
|
|
|
|
|
||||||
Issuance of common stock, net
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||
Issuance of common stock under dividend reinvestment plan
|
|
2,924
|
|
|
6,398
|
|
|
5,953
|
|
|||
Repurchases of treasury stock
|
|
—
|
|
|
—
|
|
|
(2,538
|
)
|
|||
Repurchases of common stock under stock repurchase program
|
|
(12,500
|
)
|
|
(37,592
|
)
|
|
(17,497
|
)
|
|||
Repurchases of common stock under dividend reinvestment program
|
|
(2,924
|
)
|
|
(6,398
|
)
|
|
(5,953
|
)
|
|||
Net decrease in net assets from capital share transactions
|
|
(12,500
|
)
|
|
(37,592
|
)
|
|
(20,129
|
)
|
|||
Total decrease in net assets
|
|
(274,631
|
)
|
|
(210,806
|
)
|
|
(125,381
|
)
|
|||
Net assets at beginning of period
|
|
1,142,288
|
|
|
1,353,094
|
|
|
1,478,475
|
|
|||
Net assets at end of period
|
|
$
|
867,657
|
|
|
$
|
1,142,288
|
|
|
$
|
1,353,094
|
|
Net asset value per common share
|
|
$
|
6.16
|
|
|
$
|
7.97
|
|
|
$
|
9.00
|
|
Common shares outstanding at end of period
|
|
140,961
|
|
|
143,259
|
|
|
150,263
|
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
|
Year ended
September 30, 2015 |
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(196,969
|
)
|
|
$
|
(66,556
|
)
|
|
$
|
15,395
|
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Net unrealized depreciation on investments
|
|
97,543
|
|
|
47,924
|
|
|
71,674
|
|
|||
Net unrealized appreciation (depreciation) on secured borrowings
|
|
296
|
|
|
76
|
|
|
(658
|
)
|
|||
Net realized loss on investments and secured borrowings
|
|
171,782
|
|
|
125,283
|
|
|
28,529
|
|
|||
PIK interest income
|
|
(11,093
|
)
|
|
(14,028
|
)
|
|
(13,389
|
)
|
|||
Recognition of fee income
|
|
(10,507
|
)
|
|
(22,678
|
)
|
|
(22,264
|
)
|
|||
Accretion of original issue discount on investments
|
|
(11,474
|
)
|
|
(4,248
|
)
|
|
(7,328
|
)
|
|||
Accretion of original issue discount on unsecured notes payable
|
|
266
|
|
|
266
|
|
|
443
|
|
|||
Amortization of deferred financing costs
|
|
6,082
|
|
|
4,975
|
|
|
5,117
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Fee income received
|
|
10,321
|
|
|
20,885
|
|
|
21,588
|
|
|||
(Increase) decrease in restricted cash
|
|
5,544
|
|
|
(7,332
|
)
|
|
17,208
|
|
|||
(Increase) decrease in interest, dividends and fees receivable
|
|
8,676
|
|
|
1,280
|
|
|
(1,104
|
)
|
|||
(Increase) decrease in due from portfolio companies
|
|
(1,593
|
)
|
|
(1,436
|
)
|
|
20,309
|
|
|||
(Increase) decrease in receivables from unsettled transactions
|
|
5,346
|
|
|
(178
|
)
|
|
(418
|
)
|
|||
(Increase) decrease in insurance recoveries receivable
|
|
19,729
|
|
|
(19,729
|
)
|
|
—
|
|
|||
Increase in other assets
|
|
(36
|
)
|
|
(347
|
)
|
|
(131
|
)
|
|||
Increase (decrease) in accounts payable, accrued expenses and other liabilities
|
|
(116
|
)
|
|
(2,413
|
)
|
|
1,038
|
|
|||
Decrease in base management fee and Part I incentive fee payable
|
|
(9,208
|
)
|
|
(573
|
)
|
|
(5,150
|
)
|
|||
Increase (decrease) in due to FSC CT
|
|
(389
|
)
|
|
(761
|
)
|
|
501
|
|
|||
Decrease in interest payable
|
|
(745
|
)
|
|
(388
|
)
|
|
(1,497
|
)
|
|||
Increase in payables from unsettled transactions
|
|
52,457
|
|
|
2,586
|
|
|
3,648
|
|
|||
Increase (decrease) in director fees payable
|
|
(382
|
)
|
|
506
|
|
|
60
|
|
|||
Increase (decrease) in legal settlements payable
|
|
(19,500
|
)
|
|
19,500
|
|
|
—
|
|
|||
Decrease in amounts payable to syndication partners
|
|
(753
|
)
|
|
(562
|
)
|
|
(2,501
|
)
|
|||
Purchases of investments and net revolver activity
|
|
(568,270
|
)
|
|
(735,544
|
)
|
|
(1,419,801
|
)
|
|||
Principal payments received on investments (scheduled payments)
|
|
29,447
|
|
|
30,321
|
|
|
29,169
|
|
|||
Principal payments received on investments (payoffs)
|
|
818,959
|
|
|
543,950
|
|
|
653,522
|
|
|||
PIK interest income received in cash
|
|
4,307
|
|
|
2,076
|
|
|
2,397
|
|
|||
Proceeds from the sale of investments
|
|
92,721
|
|
|
241,902
|
|
|
749,835
|
|
|||
Net cash provided by operating activities
|
|
492,441
|
|
|
164,757
|
|
|
146,192
|
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Contributions received in cash
|
|
287
|
|
|
—
|
|
|
—
|
|
|||
Distributions paid in cash
|
|
(62,525
|
)
|
|
(100,260
|
)
|
|
(114,694
|
)
|
|||
Repayments under SBA debentures
|
|
(213,300
|
)
|
|
(11,700
|
)
|
|
—
|
|
|||
Borrowings under credit facilities
|
|
219,082
|
|
|
695,000
|
|
|
818,400
|
|
|||
Repayments of borrowings under credit facilities
|
|
(479,382
|
)
|
|
(606,000
|
)
|
|
(708,500
|
)
|
|||
Repurchases of treasury stock
|
|
—
|
|
|
—
|
|
|
(2,538
|
)
|
|||
Repayments of secured borrowings
|
|
(5,440
|
)
|
|
(2,858
|
)
|
|
(62,836
|
)
|
|||
Repayments of unsecured convertible notes
|
|
—
|
|
|
(115,000
|
)
|
|
—
|
|
|||
Repurchases of common stock under stock repurchase program
|
|
(12,500
|
)
|
|
(37,592
|
)
|
|
(17,497
|
)
|
|||
Repurchases of common stock under dividend reinvestment plan
|
|
(2,924
|
)
|
|
(6,398
|
)
|
|
(5,953
|
)
|
|||
Deferred financing costs paid
|
|
(644
|
)
|
|
(403
|
)
|
|
(834
|
)
|
|||
Offering costs paid
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||
Net cash used by financing activities
|
|
(557,346
|
)
|
|
(185,211
|
)
|
|
(94,546
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(64,905
|
)
|
|
(20,454
|
)
|
|
51,646
|
|
|||
Cash and cash equivalents, beginning of period
|
|
117,923
|
|
|
138,377
|
|
|
86,731
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
53,018
|
|
|
$
|
117,923
|
|
|
$
|
138,377
|
|
Supplemental information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
44,332
|
|
|
$
|
49,768
|
|
|
$
|
52,706
|
|
Non-cash operating activities:
|
|
|
|
|
|
|
||||||
Purchases of investments from restructurings
|
|
$
|
(165,759
|
)
|
|
$
|
(78,834
|
)
|
|
$
|
—
|
|
Proceeds from investment restructurings
|
|
$
|
165,759
|
|
|
$
|
78,834
|
|
|
$
|
—
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Issuance of shares of common stock under dividend reinvestment plan
|
|
$
|
2,924
|
|
|
$
|
6,398
|
|
|
$
|
5,953
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
||||||
Control Investments (3)(15)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Traffic Solutions Holdings, Inc.
|
|
|
|
Construction and engineering
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash 2% PIK due 4/1/2021 (13)
|
|
8.34
|
%
|
|
|
|
$
|
36,567
|
|
|
$
|
36,539
|
|
|
$
|
36,568
|
|
First Lien Revolver, LIBOR+6% (1% floor) cash due 4/1/2021 (13)
|
|
7.34
|
%
|
|
|
|
1,250
|
|
|
1,247
|
|
|
1,250
|
|
|||
LC Facility, 6% cash due 4/1/2021
|
|
|
|
|
|
|
4,752
|
|
|
4,748
|
|
|
4,752
|
|
|||
746,114 Series A Preferred Units, 10%
|
|
|
|
|
|
|
|
20,029
|
|
|
7,700
|
|
|||||
746,114 Shares of Common Stock
|
|
|
|
|
|
|
|
5,316
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
67,879
|
|
|
50,270
|
|
|||||
TransTrade Operators, Inc.
|
|
|
|
Air freight & logistics
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, 5% cash due 12/31/2017
|
|
|
|
|
|
|
15,973
|
|
|
15,574
|
|
|
1,810
|
|
|||
First Lien Revolver, 8% cash due 12/31/2017
|
|
|
|
|
|
|
7,757
|
|
|
7,757
|
|
|
—
|
|
|||
596.67 Series A Common Units
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
4,000 Series A Preferred Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
4,000
|
|
|
—
|
|
|||||
5,200,000 Series B Preferred Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
5,200
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
32,531
|
|
|
1,810
|
|
|||||
First Star Speir Aviation Limited (11)(16)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, 9% cash due 12/15/2020
|
|
|
|
|
|
|
41,395
|
|
|
34,542
|
|
|
41,395
|
|
|||
100% equity interest (6)
|
|
|
|
|
|
|
|
8,500
|
|
|
3,926
|
|
|||||
|
|
|
|
|
|
|
|
43,042
|
|
|
45,321
|
|
|||||
First Star Bermuda Aviation Limited (11)(16)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
|
|
|
|
|
|
|
11,868
|
|
|
11,868
|
|
|
11,868
|
|
|||
100% equity interest (6)
|
|
|
|
|
|
|
|
2,693
|
|
|
2,323
|
|
|||||
|
|
|
|
|
|
|
|
14,561
|
|
|
14,191
|
|
|||||
Eagle Hospital Physicians, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
Earn-out (19)
|
|
|
|
|
|
|
|
7,851
|
|
|
4,986
|
|
|||||
|
|
|
|
|
|
|
|
7,851
|
|
|
4,986
|
|
|||||
Senior Loan Fund JV I, LLC (11)(17)(18)
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
Class A Mezzanine Secured Deferrable Floating Rate Notes due 2036 in SLF Repack Issuer 2016 LLC (13)
|
|
6.88
|
%
|
|
|
|
101,030
|
|
|
101,030
|
|
|
101,030
|
|
|||
Class B Mezzanine Secured Deferrable Fixed Rate Notes, 15% PIK due 2036 in SLF Repack Issuer 2016 LLC
|
|
|
|
|
|
27,641
|
|
|
27,641
|
|
|
27,641
|
|
||||
87.5% LLC equity interest (6)
|
|
|
|
|
|
|
|
16,172
|
|
|
5,525
|
|
|||||
|
|
|
|
|
|
|
|
144,843
|
|
|
134,196
|
|
|||||
Ameritox Ltd.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021 (13)
|
|
6.33
|
%
|
|
|
|
38,338
|
|
|
37,539
|
|
|
4,445
|
|
|||
14,090,126.4 Class A Preferred Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
|
|
14,090
|
|
|
—
|
|
|||||
1,602,260.83 Class B Preferred Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
|
|
1,602
|
|
|
—
|
|
|||||
4,930.03 Class A Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
|
|
29,049
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
82,280
|
|
|
4,445
|
|
|||||
New IPT, Inc.
|
|
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/17/2021 (13)
|
|
6.33
|
%
|
|
|
|
4,107
|
|
|
4,107
|
|
|
4,107
|
|
|||
Second Lien Term Loan, LIBOR+5.1% (1% floor) cash due 9/17/2021 (13)
|
|
6.43
|
%
|
|
|
|
2,504
|
|
|
2,504
|
|
|
2,504
|
|
|||
First Lien Revolver, LIBOR+5% (1% floor) cash due 3/17/2021 (13)
|
|
6.33
|
%
|
|
|
|
1,009
|
|
|
1,009
|
|
|
1,009
|
|
|||
50.087 Class A Common Units in New IPT Holdings, LLC
|
|
|
|
|
|
|
|
—
|
|
|
736
|
|
|||||
|
|
|
|
|
|
|
|
7,620
|
|
|
8,356
|
|
|||||
AdVenture Interactive, Corp.
|
|
|
|
Advertising
|
|
|
|
|
|
|
|||||||
9,073 shares of common stock
|
|
|
|
|
|
|
|
13,611
|
|
|
13,818
|
|
|||||
|
|
|
|
|
|
|
|
13,611
|
|
|
13,818
|
|
|||||
Keypath Education, Inc. (20)
|
|
|
|
Advertising
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 4/3/2022 (13)
|
|
8.33
|
%
|
|
|
|
19,960
|
|
|
19,960
|
|
|
19,960
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 4/3/2022 (13)
|
|
8.33
|
%
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
9,073 Class A Units in FS AVI Holdco, LLC
|
|
|
|
|
|
|
|
10,648
|
|
|
7,918
|
|
|||||
|
|
|
|
|
|
|
|
30,608
|
|
|
27,878
|
|
|||||
Total Control Investments (35.2% of net assets)
|
|
|
|
|
|
|
|
$
|
444,826
|
|
|
$
|
305,271
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
|||||
Affiliate Investments (4)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Caregiver Services, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
|
|
|
|
|
|
|
$
|
9,719
|
|
|
$
|
9,719
|
|
|
$
|
9,665
|
|
1,080,399 Shares of Series A Preferred Stock, 10%
|
|
|
|
|
|
|
|
1,080
|
|
|
2,534
|
|
|||||
|
|
|
|
|
|
|
|
10,799
|
|
|
12,199
|
|
|||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
Home improvement retail
|
|
|
|
|
|
|
|||||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 8/31/2018
|
|
|
|
|
|
|
22,955
|
|
|
22,944
|
|
|
22,957
|
|
|||
4,668,788 Shares of Preferred Stock
|
|
|
|
|
|
|
|
—
|
|
|
1,827
|
|
|||||
|
|
|
|
|
|
|
|
22,944
|
|
|
24,784
|
|
|||||
Total Affiliate Investments (4.3% of net assets)
|
|
|
|
|
|
|
|
$
|
33,743
|
|
|
$
|
36,983
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-Control/Non-Affiliate Investments (7)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cenegenics, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, 9.75% cash 2% PIK due 9/30/2019
|
|
|
|
|
|
|
28,600
|
|
|
$
|
27,737
|
|
|
$
|
15,811
|
|
|
First Lien Revolver, 15% cash due 9/30/2019
|
|
|
|
|
|
|
2,203
|
|
|
2,203
|
|
|
1,218
|
|
|||
452,914.87 Common Units in Cenegenics, LLC
|
|
|
|
|
|
|
|
598
|
|
|
—
|
|
|||||
345,380.141 Preferred Units in Cenegenics, LLC
|
|
|
|
|
|
|
|
300
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
30,838
|
|
|
17,029
|
|
|||||
Riverlake Equity Partners II, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
1.92% limited partnership interest (11)
|
|
|
|
|
|
|
|
870
|
|
|
625
|
|
|||||
|
|
|
|
|
|
|
|
870
|
|
|
625
|
|
|||||
Riverside Fund IV, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.34% limited partnership interest (11)
|
|
|
|
|
|
|
|
219
|
|
|
397
|
|
|||||
|
|
|
|
|
|
|
|
219
|
|
|
397
|
|
|||||
Bunker Hill Capital II (QP), L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.51% limited partnership interest (11)
|
|
|
|
|
|
|
|
826
|
|
|
1,056
|
|
|||||
|
|
|
|
|
|
|
|
826
|
|
|
1,056
|
|
|||||
Maverick Healthcare Group, LLC (21)
|
|
|
|
Healthcare equipment
|
|
|
|
|
|
|
|||||||
First Lien Term Loan A, LIBOR+7.5% cash (1.75% floor) cash due 4/30/2017 (13)
|
|
9.25
|
%
|
|
|
|
16,309
|
|
|
16,204
|
|
|
14,209
|
|
|||
First Lien Term Loan B, LIBOR+11% cash (1.75% floor) cash due 4/30/2017 (13)
|
|
12.75
|
%
|
|
|
|
41,739
|
|
|
39,110
|
|
|
14,531
|
|
|||
CapEx Line, LIBOR+7.75% (1.75% floor) cash due 4/30/2017 (13)
|
|
9.50
|
%
|
|
|
|
1,272
|
|
|
1,261
|
|
|
1,124
|
|
|||
First Lien Revolver, PRIME+6.5% cash due 4/30/2017 (13)
|
|
10.75
|
%
|
|
|
|
55
|
|
|
40
|
|
|
55
|
|
|||
|
|
|
|
|
|
|
|
56,615
|
|
|
29,919
|
|
|||||
Refac Optical Group
|
|
|
|
Specialty stores
|
|
|
|
|
|
|
|||||||
First Lien Term Loan A, LIBOR+8% cash due 9/30/2018 (13)
|
|
9.23
|
%
|
|
|
|
4,027
|
|
|
3,997
|
|
|
4,027
|
|
|||
First Lien Term Loan B, LIBOR+9% cash, 1.75% PIK due 9/30/2018 (13)
|
|
10.23
|
%
|
|
|
|
34,621
|
|
|
34,533
|
|
|
34,275
|
|
|||
First Lien Term Loan C, 12.5% cash due 9/30/2018
|
|
|
|
|
|
|
3,416
|
|
|
3,416
|
|
|
3,314
|
|
|||
First Lien Revolver, LIBOR+8% cash due 9/30/2018 (13)
|
|
9.23
|
%
|
|
|
|
3,520
|
|
|
3,516
|
|
|
3,520
|
|
|||
1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
|
|
|
|
|
|
|
|
1
|
|
|
—
|
|
|||||
550.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc., 10%
|
|
|
|
|
|
|
|
305
|
|
|
—
|
|
|||||
1,000 Shares of Series A Preferred Stock Units in Refac Holdings, Inc., 10%
|
|
|
|
|
|
|
|
999
|
|
|
397
|
|
|||||
|
|
|
|
|
|
|
|
46,767
|
|
|
45,533
|
|
|||||
Baird Capital Partners V, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.4% limited partnership interest (11)
|
|
|
|
|
|
|
|
994
|
|
|
601
|
|
|||||
|
|
|
|
|
|
|
|
994
|
|
|
601
|
|
|||||
Milestone Partners IV, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.82% limited partnership interest (11)
|
|
|
|
|
|
|
|
948
|
|
|
1,527
|
|
|||||
|
|
|
|
|
|
|
|
948
|
|
|
1,527
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
|||||
RCPDirect, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.9% limited partnership interest (11)
|
|
|
|
|
|
|
|
$
|
354
|
|
|
$
|
559
|
|
|||
|
|
|
|
|
|
|
|
354
|
|
|
559
|
|
|||||
Riverside Fund V, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.48% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,452
|
|
|
1,405
|
|
|||||
|
|
|
|
|
|
|
|
1,452
|
|
|
1,405
|
|
|||||
ACON Equity Partners III, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.13% limited partnership interest (11)
|
|
|
|
|
|
|
|
785
|
|
|
962
|
|
|||||
|
|
|
|
|
|
|
|
785
|
|
|
962
|
|
|||||
BMC Acquisition, Inc.
|
|
|
|
Other diversified financial services
|
|
|
|
|
|
|
|||||||
500 Series A Preferred Shares
|
|
|
|
|
|
|
|
500
|
|
|
763
|
|
|||||
50,000 Common Shares (6)
|
|
|
|
|
|
|
|
1
|
|
|
67
|
|
|||||
|
|
|
|
|
|
|
|
501
|
|
|
830
|
|
|||||
Edmentum, Inc.
|
|
|
|
Education services
|
|
|
|
|
|
|
|||||||
Unsecured Senior PIK Note, 8.5% PIK due 6/9/2020
|
|
|
|
|
|
$
|
2,434
|
|
|
2,434
|
|
|
1,922
|
|
|||
Unsecured Junior PIK Note, 10% PIK due 6/9/2020
|
|
|
|
|
11,304
|
|
|
10,227
|
|
|
379
|
|
|||||
Unsecured Revolver, 5% cash due 6/9/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
126,127.80 Class A Common Units
|
|
|
|
|
|
|
|
126
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
12,787
|
|
|
2,301
|
|
|||||
I Drive Safely, LLC
|
|
|
|
Education services
|
|
|
|
|
|
|
|||||||
125,079 Class A Common Units of IDS Investments, LLC
|
|
|
|
|
|
|
|
1,000
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
1,000
|
|
|
—
|
|
|||||
Yeti Acquisition, LLC
|
|
|
|
Leisure products
|
|
|
|
|
|
|
|||||||
3,000,000 Common Stock Units of Yeti Holdings, Inc.
|
|
|
|
|
|
|
|
—
|
|
|
5,900
|
|
|||||
|
|
|
|
|
|
|
|
—
|
|
|
5,900
|
|
|||||
Vitalyst Holdings, Inc.
|
|
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||||||
675 Series A Preferred Units of PCH Support Holdings, Inc., 10%
|
|
|
|
|
|
|
|
675
|
|
|
511
|
|
|||||
7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
|
|
75
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
750
|
|
|
511
|
|
|||||
Beecken Petty O'Keefe Fund IV, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.5% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,014
|
|
|
1,310
|
|
|||||
|
|
|
|
|
|
|
|
1,014
|
|
|
1,310
|
|
|||||
Comprehensive Pharmacy Services LLC
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|||||||
20,000 Common Shares in MCP CPS Group Holdings, Inc.
|
|
|
|
|
|
|
|
2,000
|
|
|
2,776
|
|
|||||
|
|
|
|
|
|
|
|
2,000
|
|
|
2,776
|
|
|||||
Garretson Firm Resolution Group, Inc.
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
|||||||
First Lien Revolver, PRIME+5.5% cash due 5/22/2020 (13)
|
|
9.75
|
%
|
|
|
|
25
|
|
|
25
|
|
|
25
|
|
|||
4,950,000 Preferred Units in GRG Holdings, LP, 8%
|
|
|
|
|
|
|
|
495
|
|
|
198
|
|
|||||
50,000 Common Units in GRG Holdings, LP
|
|
|
|
|
|
|
|
5
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
525
|
|
|
223
|
|
|||||
Teaching Strategies, LLC
|
|
|
|
Education services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+9.5% (1% floor) cash due 8/27/2023 (13)
|
|
10.83
|
%
|
|
|
|
33,500
|
|
|
33,500
|
|
|
33,964
|
|
|||
|
|
|
|
|
|
|
|
33,500
|
|
|
33,964
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
|||||
Dominion Diagnostics, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
Subordinated Term Loan, 11% cash 1% PIK due 10/8/2019
|
|
|
|
|
|
|
$
|
19,866
|
|
|
$
|
17,625
|
|
|
$
|
8,534
|
|
First Lien Term Loan, LIBOR+5% (1% floor) cash due 4/8/2019 (13)
|
|
6.30
|
%
|
|
|
|
49,414
|
|
|
37,574
|
|
|
44,592
|
|
|||
First Lien Revolver, LIBOR+5% (1% floor) cash due 4/8/2019 (13)
|
|
6.30
|
%
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
55,199
|
|
|
53,126
|
|
|||||
Sterling Capital Partners IV, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.2% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,770
|
|
|
1,297
|
|
|||||
|
|
|
|
|
|
|
|
1,770
|
|
|
1,297
|
|
|||||
Advanced Pain Management
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018 (13)
|
|
9.75
|
%
|
|
|
|
24,000
|
|
|
23,409
|
|
|
1,157
|
|
|||
|
|
|
|
|
|
|
|
23,409
|
|
|
1,157
|
|
|||||
TravelClick, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 11/6/2021 (13)
|
|
8.99
|
%
|
|
|
|
2,697
|
|
|
2,475
|
|
|
2,710
|
|
|||
|
|
|
|
|
|
|
|
2,475
|
|
|
2,710
|
|
|||||
Pingora MSR Opportunity Fund I-A, LP
|
|
|
|
Thrift & mortgage finance
|
|
|
|
|
|
|
|||||||
1.86% limited partnership interest (11)
|
|
|
|
|
|
|
|
7,240
|
|
|
6,129
|
|
|||||
|
|
|
|
|
|
|
|
7,240
|
|
|
6,129
|
|
|||||
Credit Infonet, Inc.
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|||||||
Subordinated Term Loan, 12.25% cash 0.75% PIK due 10/26/2020
|
|
|
|
|
|
|
13,940
|
|
|
13,940
|
|
|
13,941
|
|
|||
|
|
|
|
|
|
|
|
13,940
|
|
|
13,941
|
|
|||||
HealthEdge Software, Inc.
|
|
|
|
Application software
|
|
|
|
|
|
|
|||||||
482,453 Series A-3 Preferred Stock Warrants (exercise price $1.450918) expiration date 9/30/2023
|
|
|
|
|
|
|
|
213
|
|
|
768
|
|
|||||
|
|
|
|
|
|
|
|
213
|
|
|
768
|
|
|||||
InMotion Entertainment Group, LLC
|
|
|
|
Consumer electronics
|
|
|
|
|
|
|
|||||||
First Lien Term Loan A, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
|
|
9.09
|
%
|
|
|
|
12,259
|
|
|
12,223
|
|
|
12,259
|
|
|||
First Lien Term Loan B, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
|
|
9.09
|
%
|
|
|
|
5,344
|
|
|
5,265
|
|
|
5,344
|
|
|||
First Lien Revolver, LIBOR+6.25% cash due 10/1/2018 (13)
|
|
6.25
|
%
|
|
|
|
3,904
|
|
|
3,897
|
|
|
3,904
|
|
|||
CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
|
|
9.09
|
%
|
|
|
|
797
|
|
|
789
|
|
|
797
|
|
|||
1,000,000 Class A Units in InMotion Entertainment Holdings, LLC
|
|
|
|
|
|
|
|
1,000
|
|
|
1,761
|
|
|||||
|
|
|
|
|
|
|
|
23,174
|
|
|
24,065
|
|
|||||
Thing5, LLC
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash 2% PIK due 10/11/2020 (12)(13)
|
|
8.83
|
%
|
|
|
|
47,530
|
|
|
47,530
|
|
|
40,900
|
|
|||
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/11/2020 (13)
|
|
8.83
|
%
|
|
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
|||
2,000,000 Units in T5 Investment Vehicle, LLC
|
|
|
|
|
|
|
|
2,000
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
50,530
|
|
|
41,900
|
|
|||||
Kason Corporation
|
|
|
|
Industrial machinery
|
|
|
|
|
|
|
|||||||
Mezzanine Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
|
|
|
|
|
|
|
6,006
|
|
|
6,006
|
|
|
5,850
|
|
|||
498.6 Class A Preferred Units in Kason Investment, LLC, 8%
|
|
|
|
|
|
|
|
499
|
|
|
569
|
|
|||||
5,540 Class A Common Units in Kason Investment, LLC
|
|
|
|
|
|
|
|
55
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
6,560
|
|
|
6,419
|
|
|||||
SPC Partners V, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.571% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,762
|
|
|
1,857
|
|
|||||
|
|
|
|
|
|
|
|
1,762
|
|
|
1,857
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
|||||
P2 Upstream Acquisition Co.
|
|
|
|
Application software
|
|
|
|
|
|
|
|||||||
First Lien Revolver, LIBOR+4% (1% floor) cash due 11/1/2018 (10)(13)
|
|
5.33
|
%
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(238
|
)
|
||
|
|
|
|
|
|
|
|
—
|
|
|
(238
|
)
|
|||||
OmniSYS Acquisition Corporation
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 11/21/2018 (13)
|
|
8.83
|
%
|
|
|
|
$
|
5,500
|
|
|
5,495
|
|
|
5,468
|
|
||
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 11/21/2018 (10)(13)
|
|
8.83
|
%
|
|
|
|
|
|
—
|
|
|
(15
|
)
|
||||
100,000 Common Units in OSYS Holdings, LLC
|
|
|
|
|
|
|
|
1,000
|
|
|
903
|
|
|||||
|
|
|
|
|
|
|
|
6,495
|
|
|
6,356
|
|
|||||
Moelis Capital Partners Opportunity Fund I-B, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
1.0% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,045
|
|
|
1,457
|
|
|||||
|
|
|
|
|
|
|
|
1,045
|
|
|
1,457
|
|
|||||
Aden & Anais Merger Sub, Inc.
|
|
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
|||||||
51,645 Common Units in Aden & Anais Holdings, Inc.
|
|
|
|
|
|
|
|
5,165
|
|
|
1,241
|
|
|||||
|
|
|
|
|
|
|
|
5,165
|
|
|
1,241
|
|
|||||
Lift Brands, Inc.
|
|
|
|
Leisure facilities
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 12/23/2019 (13)
|
|
8.83
|
%
|
|
|
|
21,371
|
|
|
21,358
|
|
|
21,370
|
|
|||
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 12/23/2019 (10)(13)
|
|
8.83
|
%
|
|
|
|
|
|
(3
|
)
|
|
(1
|
)
|
||||
2,000,000 Class A Common Units in Snap Investments, LLC
|
|
|
|
|
|
|
|
2,004
|
|
|
2,922
|
|
|||||
|
|
|
|
|
|
|
|
23,359
|
|
|
24,291
|
|
|||||
Tailwind Capital Partners II, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.3% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,583
|
|
|
1,956
|
|
|||||
|
|
|
|
|
|
|
|
1,583
|
|
|
1,956
|
|
|||||
Long's Drugs Incorporated
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+11.25% cash due 2/19/2022 (13)
|
|
12.49
|
%
|
|
|
|
26,909
|
|
|
26,909
|
|
|
27,447
|
|
|||
50 Series A Preferred Shares in Long's Drugs Incorporated
|
|
|
|
|
|
|
|
813
|
|
|
1,267
|
|
|||||
|
|
|
|
|
|
|
|
27,722
|
|
|
28,714
|
|
|||||
Conviva Inc.
|
|
|
|
Application software
|
|
|
|
|
|
|
|||||||
417,851 Series D Preferred Stock Warrants (exercise price $1.1966) expiration date 2/28/2021
|
|
|
|
|
|
|
|
105
|
|
|
169
|
|
|||||
|
|
|
|
|
|
|
|
105
|
|
|
169
|
|
|||||
OnCourse Learning Corporation
|
|
|
|
Education services
|
|
|
|
|
|
|
|||||||
264,312 Class A Units in CIP OCL Investments, LLC
|
|
|
|
|
|
|
|
2,726
|
|
|
1,988
|
|
|||||
|
|
|
|
|
|
|
|
2,726
|
|
|
1,988
|
|
|||||
ShareThis, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
345,452 Series C Preferred Stock Warrants (exercise price $3.0395) expiration date 3/4/2024
|
|
|
|
|
|
|
|
367
|
|
|
8
|
|
|||||
|
|
|
|
|
|
|
|
367
|
|
|
8
|
|
|||||
Aptean, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+9.5% (1% floor) cash due 12/20/2023 (13)
|
|
10.84
|
%
|
|
|
|
5,900
|
|
|
5,821
|
|
|
5,952
|
|
|||
|
|
|
|
|
|
|
|
5,821
|
|
|
5,952
|
|
|||||
ExamSoft Worldwide, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
180,707 Class C Units in ExamSoft Investor LLC
|
|
|
|
|
|
|
|
181
|
|
|
135
|
|
|||||
|
|
|
|
|
|
|
|
181
|
|
|
135
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
|||||
DigiCert, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 10/21/2022 (13)
|
|
10.24
|
%
|
|
|
|
$
|
61,500
|
|
|
$
|
60,980
|
|
|
$
|
61,500
|
|
|
|
|
|
|
|
|
|
60,980
|
|
|
61,500
|
|
|||||
RCPDirect II, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.4% limited partnership interest (11)
|
|
|
|
|
|
|
|
617
|
|
|
719
|
|
|||||
|
|
|
|
|
|
|
|
617
|
|
|
719
|
|
|||||
Integral Development Corporation
|
|
|
|
Other diversified financial services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+9.5% (1% floor) cash due 7/10/2019 (13)
|
|
10.80
|
%
|
|
|
|
11,500
|
|
|
11,466
|
|
|
10,815
|
|
|||
1,078,284 Common Stock Warrants (exercise price $0.9274) expiration date 7/10/2024
|
|
|
|
|
|
|
|
113
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
11,579
|
|
|
10,815
|
|
|||||
Loftware, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
Mezzanine Term Loan, 11% cash 1% PIK due 7/18/2020
|
|
|
|
|
|
|
6,198
|
|
|
6,198
|
|
|
6,198
|
|
|||
300,000 Class A Common Units in RPLF Holdings, LLC
|
|
|
|
|
|
|
|
300
|
|
|
220
|
|
|||||
|
|
|
|
|
|
|
|
6,498
|
|
|
6,418
|
|
|||||
Webster Capital III, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.754% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,020
|
|
|
1,296
|
|
|||||
|
|
|
|
|
|
|
|
1,020
|
|
|
1,296
|
|
|||||
L Squared Capital Partners LLC
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
2% limited partnership interest (11)
|
|
|
|
|
|
|
|
2,660
|
|
|
2,660
|
|
|||||
|
|
|
|
|
|
|
|
2,660
|
|
|
2,660
|
|
|||||
BeyondTrust Software, Inc.
|
|
|
|
Application software
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/25/2019 (13)
|
|
8.33
|
%
|
|
|
|
26,677
|
|
|
26,174
|
|
|
26,676
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 9/25/2019 (10)(13)
|
|
8.33
|
%
|
|
|
|
|
|
(54
|
)
|
|
—
|
|
||||
4,500,000 Class A membership interests in BeyondTrust Holdings LLC
|
|
|
|
|
|
|
|
4,500
|
|
|
5,660
|
|
|||||
|
|
|
|
|
|
|
|
30,620
|
|
|
32,336
|
|
|||||
GOBP Holdings Inc.
|
|
|
|
Food retail
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/21/2022 (13)
|
|
9.58
|
%
|
|
|
|
4,214
|
|
|
4,176
|
|
|
4,251
|
|
|||
|
|
|
|
|
|
|
|
4,176
|
|
|
4,251
|
|
|||||
Kellermeyer Bergensons Services, LLC
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+8.50% (1% floor) cash due 4/29/2022 (13)
|
|
9.81
|
%
|
|
|
|
6,105
|
|
|
5,907
|
|
|
5,983
|
|
|||
|
|
|
|
|
|
|
|
5,907
|
|
|
5,983
|
|
|||||
Dodge Data & Analytics LLC
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+8.75% (1% floor) cash due 10/31/2019 (13)
|
|
10.13
|
%
|
|
|
|
7,348
|
|
|
7,348
|
|
|
6,881
|
|
|||
500,000 Class A Common Units in Skyline Data, News and Analytics LLC
|
|
|
|
|
|
|
|
500
|
|
|
202
|
|
|||||
|
|
|
|
|
|
|
|
7,848
|
|
|
7,083
|
|
|||||
Metamorph US 3, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5.5% (1% floor) cash 2% PIK due 12/1/2020 (13)
|
|
6.74
|
%
|
|
|
|
9,969
|
|
|
9,550
|
|
|
3,816
|
|
|||
First Lien Revolver, LIBOR+6.5% (1% floor) cash due 12/1/2020 (10)(13)
|
|
7.74
|
%
|
|
|
|
2,205
|
|
|
2,203
|
|
|
(74
|
)
|
|||
|
|
|
|
|
|
|
|
11,753
|
|
|
3,742
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|||||||
Schulman Associates Institutional Board Review, Inc.
|
|
|
|
Research & consulting services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+8% (1% floor) cash due 6/3/2021 (13)
|
|
9.30
|
%
|
|
|
|
$
|
17,000
|
|
|
$
|
17,000
|
|
|
$
|
17,000
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
17,000
|
|
|||||
Janrain, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
218,008 Common Stock Warrants (exercise price $1.3761) expiration date 12/5/2024
|
|
|
|
|
|
|
|
45
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
45
|
|
|
—
|
|
|||||
TigerText, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
299,110 Series B Preferred Stock Warrants (exercise price $1.3373) expiration date 12/8/2024
|
|
|
|
|
|
|
|
60
|
|
|
409
|
|
|||||
|
|
|
|
|
|
|
|
60
|
|
|
409
|
|
|||||
Survey Sampling International, LLC
|
|
|
|
Research & consulting services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 12/16/2021 (13)
|
|
10.27
|
%
|
|
|
|
18,700
|
|
|
18,475
|
|
|
18,513
|
|
|||
|
|
|
|
|
|
|
|
18,475
|
|
|
18,513
|
|
|||||
PSC Industrial Holdings Corp.
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 12/3/2021 (13)
|
|
9.49
|
%
|
|
|
|
7,000
|
|
|
6,839
|
|
|
7,000
|
|
|||
|
|
|
|
|
|
|
|
6,839
|
|
|
7,000
|
|
|||||
EOS Fitness Opco Holdings, LLC
|
|
|
|
Leisure facilities
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (13)
|
|
9.99
|
%
|
|
|
|
3,675
|
|
|
3,675
|
|
|
3,711
|
|
|||
First Lien Revolver, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (13)
|
|
9.99
|
%
|
|
|
|
|
|
—
|
|
|
50
|
|
||||
487.5 Class A Preferred Units, 12%
|
|
|
|
|
|
|
|
488
|
|
|
678
|
|
|||||
12,500 Class B Common Units
|
|
|
|
|
|
|
|
13
|
|
|
463
|
|
|||||
|
|
|
|
|
|
|
|
4,176
|
|
|
4,902
|
|
|||||
Motion Recruitment Partners LLC
|
|
|
|
Human resources & employment services
|
|
|
|
|
|
|
|||||||
First Lien Revolver, LIBOR+6% (1% floor) cash due 2/13/2020 (10)(13)
|
|
7.24
|
%
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
|||||
WeddingWire, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+8.5% (1% floor) cash due 2/20/2020 (13)
|
|
9.84%
|
|
|
|
|
25,781
|
|
|
25,781
|
|
|
25,911
|
|
|||
First Lien Revolver, LIBOR+8.5% (1% floor) cash due 2/20/2020 (13)
|
|
9.84
|
%
|
|
|
|
|
|
—
|
|
|
15
|
|
||||
483,645 Common Shares of WeddingWire, Inc.
|
|
|
|
|
|
|
|
1,200
|
|
|
1,607
|
|
|||||
|
|
|
|
|
|
|
|
26,981
|
|
|
27,533
|
|
|||||
xMatters, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
600,000 Common Stock Warrants (exercise price $0.593333) expiration date 2/26/2025
|
|
|
|
|
|
|
|
709
|
|
|
368
|
|
|||||
|
|
|
|
|
|
|
|
709
|
|
|
368
|
|
|||||
Edge Fitness, LLC
|
|
|
|
Leisure facilities
|
|
|
|
|
|
|
|||||||
Delayed Draw Term Loan, LIBOR+7.75% (1% floor) cash due 6/30/2020 (13)
|
|
9.05
|
%
|
|
|
|
3,398
|
|
|
3,398
|
|
|
3,397
|
|
|||
|
|
|
|
|
|
|
|
3,398
|
|
|
3,397
|
|
|||||
Golden State Medical Supply, Inc.
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|||||||
Mezzanine Term Loan, 10% cash 2.5% PIK due 4/24/2021
|
|
|
|
|
|
|
15,001
|
|
|
15,001
|
|
|
14,835
|
|
|||
|
|
|
|
|
|
|
|
15,001
|
|
|
14,835
|
|
|||||
AirStrip Technologies, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
22,858.71 Series C-1 Preferred Stock Warrants (exercise price $34.99757) expiration date 5/11/2025
|
|
|
|
|
|
|
|
90
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
90
|
|
|
—
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|||||||
Access Medical Acquisition, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
450,000 Shares of Class A Common Stock in CMG Holding Company, LLC (6)
|
|
|
|
|
|
|
|
$
|
151
|
|
|
$
|
970
|
|
|||
|
|
|
|
|
|
|
|
151
|
|
|
970
|
|
|||||
QuorumLabs, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
2,727,939 Common Stock Warrants (exercise price $0.0001) expiration date 7/8/2025
|
|
|
|
|
|
|
|
375
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
375
|
|
|
—
|
|
|||||
Poseidon Merger Sub, Inc.
|
|
|
|
Advertising
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 8/15/2023 (13)
|
|
9.81
|
%
|
|
|
|
$
|
30,000
|
|
|
29,101
|
|
|
30,300
|
|
||
|
|
|
|
|
|
|
|
29,101
|
|
|
30,300
|
|
|||||
Valet Merger Sub, Inc.
|
|
|
|
Environmental & facilities services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/24/2021 (13)
|
|
8.24
|
%
|
|
|
|
50,661
|
|
|
50,016
|
|
|
50,660
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 9/24/2021 (10)(13)
|
|
8.24
|
%
|
|
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
49,901
|
|
|
50,660
|
|
|||||
Argon Medical Devices, Inc.
|
|
|
|
Healthcare equipment
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+9.5% (1% floor) cash due 6/23/2022 (13)
|
|
10.74
|
%
|
|
|
|
43,000
|
|
|
43,000
|
|
|
43,002
|
|
|||
|
|
|
|
|
|
|
|
43,000
|
|
|
43,002
|
|
|||||
Lytx, Inc.
|
|
|
|
Research & consulting services
|
|
|
|
|
|
|
|||||||
3,500 Class A Units in Lytx Holdings, LLC
|
|
|
|
|
|
|
|
2,478
|
|
|
2,459
|
|
|||||
3,500 Class B Units in Lytx Holdings, LLC
|
|
|
|
|
|
|
|
—
|
|
|
559
|
|
|||||
|
|
|
|
|
|
|
|
2,478
|
|
|
3,018
|
|
|||||
Onvoy, LLC
|
|
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+10.5% (1% floor) cash due 2/10/2025 (13)
|
|
11.83
|
%
|
|
|
|
16,750
|
|
|
16,750
|
|
|
16,704
|
|
|||
19,666.67 Class A Units in GTCR Onvoy Holdings, LLC
|
|
|
|
|
|
|
|
1,967
|
|
|
2,088
|
|
|||||
13,664.73 Series 3 Class B Units in GTCR Onvoy Holdings, LLC
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
18,717
|
|
|
18,792
|
|
|||||
4 Over International, LLC
|
|
|
|
Commercial printing
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 6/7/2022 (13)
|
|
7.24
|
%
|
|
|
|
6,045
|
|
|
6,001
|
|
|
6,045
|
|
|||
First Lien Revolver, LIBOR+6% (1% floor) cash due 6/7/2021 (10)(13)
|
|
7.24
|
%
|
|
|
|
|
|
(17
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
5,984
|
|
|
6,045
|
|
|||||
Ping Identity Corporation
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+9.25% (1% floor) cash due 6/30/2021 (13)
|
|
10.49
|
%
|
|
|
|
42,500
|
|
|
41,557
|
|
|
43,176
|
|
|||
First Lien Revolver, LIBOR+9.25% (1% floor) cash due 6/30/2021 (10)(13)
|
|
10.49
|
%
|
|
|
|
|
|
(55
|
)
|
|
40
|
|
||||
|
|
|
|
|
|
|
|
41,502
|
|
|
43,216
|
|
|||||
Ancile Solutions, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 6/30/2021 (13)
|
|
8.33
|
%
|
|
|
|
10,330
|
|
|
10,104
|
|
|
10,248
|
|
|||
|
|
|
|
|
|
|
|
10,104
|
|
|
10,248
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|||||||
Ministry Brands, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash due 12/2/2022 (13)
|
|
6.24
|
%
|
|
|
|
$
|
3,891
|
|
|
$
|
3,857
|
|
|
$
|
3,891
|
|
First Lien Delayed Draw Term Loan, LIBOR+5% (1% floor) cash due 12/2/2022 (13)
|
|
6.24
|
%
|
|
|
|
1,352
|
|
|
1,336
|
|
|
1,352
|
|
|||
Second Lien Term Loan, LIBOR+9.25% (1% floor) cash due 6/2/2023 (13)
|
|
10.49
|
%
|
|
|
|
7,056
|
|
|
6,964
|
|
|
7,056
|
|
|||
Second Lien Delayed Draw Term Loan, LIBOR+9.25% (1% floor) cash due 6/2/2023 (13)
|
|
10.49
|
%
|
|
|
|
1,944
|
|
|
1,918
|
|
|
1,944
|
|
|||
First Lien Revolver LIBOR+5% (1% floor) cash due 12/2/2022 (10)(13)
|
|
6.24
|
%
|
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
14,066
|
|
|
14,243
|
|
|||||
Sailpoint Technologies, Inc.
|
|
|
|
Application software
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 8/16/2021 (13)
|
|
8.33
|
%
|
|
|
|
20,870
|
|
|
20,529
|
|
|
20,870
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 8/16/2021 (10)(13)
|
|
8.33
|
%
|
|
|
|
|
|
(22
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
20,507
|
|
|
20,870
|
|
|||||
California Pizza Kitchen, Inc.
|
|
|
|
Restaurants
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 8/23/2022 (13)
|
|
7.24
|
%
|
|
|
|
4,950
|
|
|
4,910
|
|
|
4,917
|
|
|||
|
|
|
|
|
|
|
|
4,910
|
|
|
4,917
|
|
|||||
Aptos, Inc.
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan B, LIBOR+6.75% (1% floor) cash due 9/1/2022 (13)
|
|
8.08
|
%
|
|
|
|
5,445
|
|
|
5,354
|
|
|
5,391
|
|
|||
|
|
|
|
|
|
|
|
5,354
|
|
|
5,391
|
|
|||||
SPC Partners VI, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.39% limited partnership interest (11)
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
Impact Sales, LLC
|
|
|
|
Advertising
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 12/30/2021 (13)
|
|
8.30
|
%
|
|
|
|
11,166
|
|
|
10,955
|
|
|
11,145
|
|
|||
Delayed Draw Term Loan, LIBOR+7% (1% floor) cash due 12/30/2021 (13)
|
|
8.30
|
%
|
|
|
|
513
|
|
|
443
|
|
|
506
|
|
|||
|
|
|
|
|
|
|
|
11,398
|
|
|
11,651
|
|
|||||
DFT Intermediate LLC
|
|
|
|
Specialized finance
|
|
|
|
|
|
|
|||||||
First Lien Term Revolver, LIBOR+5.5% (1% floor) cash due 3/1/2022 (13)
|
|
6.74
|
%
|
|
|
|
3,300
|
|
|
3,224
|
|
|
3,278
|
|
|||
|
|
|
|
|
|
|
|
3,224
|
|
|
3,278
|
|
|||||
Systems, Inc.
|
|
|
|
Industrial machinery
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 3/3/2022 (13)
|
|
6.57
|
%
|
|
|
|
8,668
|
|
|
8,553
|
|
|
8,625
|
|
|||
First Lien Revolver, LIBOR+5.25% (1% floor) cash due 3/3/2022 (10)(13)
|
|
6.57
|
%
|
|
|
|
|
|
(40
|
)
|
|
(40
|
)
|
||||
|
|
|
|
|
|
|
|
8,513
|
|
|
8,585
|
|
|||||
TerSera Therapeutics, LLC
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+9.25% (1% floor) cash due 3/30/2024 (13)
|
|
10.58
|
%
|
|
|
|
15,000
|
|
|
14,586
|
|
|
14,629
|
|
|||
668,879 Common Units of TerSera Holdings LLC
|
|
|
|
|
|
|
|
1,500
|
|
|
1,816
|
|
|||||
|
|
|
|
|
|
|
|
16,086
|
|
|
16,445
|
|
|||||
Cablevision Systems Corp.
|
|
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
|||||||
Fixed Rate Bond 10.875% cash due 10/15/2025 (22)
|
|
|
|
|
|
|
5,897
|
|
|
7,077
|
|
|
7,298
|
|
|||
|
|
|
|
|
|
|
|
7,077
|
|
|
7,298
|
|
|||||
See notes to Consolidated Financial Statements.
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|||||||
Terraform Power Operating
|
|
|
|
Multi-utilities
|
|
|
|
|
|
|
|||||||
Fixed Rate Bond 6.375% cash due 2/1/2023 (11)(22)
|
|
|
|
|
|
|
$
|
6,000
|
|
|
$
|
6,201
|
|
|
$
|
6,255
|
|
|
|
|
|
|
|
|
|
6,201
|
|
|
6,255
|
|
|||||
HC2 Holdings Inc.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
Fixed Rate Bond 11% cash due 12/1/2019 (11)(22)
|
|
|
|
|
|
|
10,500
|
|
|
10,666
|
|
|
10,631
|
|
|||
|
|
|
|
|
|
|
|
10,666
|
|
|
10,631
|
|
|||||
Natural Resource Partners LP
|
|
|
|
Precious metals & minerals
|
|
|
|
|
|
|
|||||||
Fixed Rate Bond 10.5% cash due 3/15/2022 (11)(22)
|
|
|
|
|
|
|
7,000
|
|
|
7,459
|
|
|
7,464
|
|
|||
|
|
|
|
|
|
|
|
7,459
|
|
|
7,464
|
|
|||||
Virgin Media
|
|
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
|||||||
Fixed Rate Bond 5.5% cash due 8/15/2026 (11)(22)
|
|
|
|
|
|
|
2,000
|
|
|
2,038
|
|
|
2,108
|
|
|||
Fixed Rate Bond 5.25% cash due 1/15/2026 (11)(22)
|
|
|
|
|
|
3,000
|
|
|
3,009
|
|
|
3,161
|
|
||||
|
|
|
|
|
|
|
|
5,047
|
|
|
5,269
|
|
|||||
Scientific Games International, Inc.
|
|
|
|
Casinos & gaming
|
|
|
|
|
|
|
|||||||
First Lien Term Loan B4, LIBOR+3.25% cash due 8/14/2024 (13)(22)
|
|
4.58
|
%
|
|
|
|
11,368
|
|
|
11,313
|
|
|
11,402
|
|
|||
|
|
|
|
|
|
|
|
11,313
|
|
|
11,402
|
|
|||||
ASHCO, LLC
|
|
|
|
Specialty stores
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash due 12/15/2023 (13)
|
|
6.24
|
%
|
|
|
|
12,000
|
|
|
11,762
|
|
|
11,335
|
|
|||
|
|
|
|
|
|
|
|
11,762
|
|
|
11,335
|
|
|||||
Salient CRGT Inc.
|
|
|
|
IT consulting & other services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5.75% (1% floor) cash due 2/28/2022 (13)
|
|
6.99
|
%
|
|
|
|
3,440
|
|
|
3,377
|
|
|
3,416
|
|
|||
|
|
|
|
|
|
|
|
3,377
|
|
|
3,416
|
|
|||||
BJ's Wholesale Club, Inc.
|
|
|
|
Hypermarkets & super centers
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 1/26/2024 (13)(22)
|
|
4.99
|
%
|
|
|
|
11,970
|
|
|
11,979
|
|
|
11,504
|
|
|||
|
|
|
|
|
|
|
|
11,979
|
|
|
11,504
|
|
|||||
Everi Payments Inc.
|
|
|
|
Casinos & gaming
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 5/9/2024 (13)(22)
|
|
5.74
|
%
|
|
|
|
11,970
|
|
|
11,996
|
|
|
12,093
|
|
|||
|
|
|
|
|
|
|
|
11,996
|
|
|
12,093
|
|
|||||
LSF9 Atlantis Holdings, LLC
|
|
|
|
Computer & electronics retail
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 5/1/2023 (13)
|
|
7.24
|
%
|
|
|
|
6,459
|
|
|
6,399
|
|
|
6,498
|
|
|||
|
|
|
|
|
|
|
|
6,399
|
|
|
6,498
|
|
|||||
Allied Universal Holdco LLC
|
|
|
|
Security & alarm services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 7/28/2022 (13)(22)
|
|
5.08
|
%
|
|
|
|
11,970
|
|
|
12,043
|
|
|
11,958
|
|
|||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 7/27/2023 (13)(22)
|
|
9.81
|
%
|
|
|
|
1,149
|
|
|
1,171
|
|
|
1,145
|
|
|||
|
|
|
|
|
|
|
|
13,214
|
|
|
13,103
|
|
|||||
Truck Hero, Inc.
|
|
|
|
Auto parts & equipment
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 4/21/2025 (13)
|
|
9.58
|
%
|
|
|
|
21,500
|
|
|
21,191
|
|
|
21,715
|
|
|||
|
|
|
|
|
|
|
|
21,191
|
|
|
21,715
|
|
|||||
BMC Software Finance, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+4% (1% floor) cash due 9/10/2022 (13)(22)
|
|
5.24
|
%
|
|
|
|
16,881
|
|
|
16,999
|
|
|
16,993
|
|
|||
|
|
|
|
|
|
|
|
16,999
|
|
|
16,993
|
|
|||||
See notes to Consolidated Financial Statements.
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|||||||
Internet Pipeline, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
Incremental First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 8/1/2022 (13)
|
|
7.48
|
%
|
|
|
|
$
|
5,565
|
|
|
$
|
5,513
|
|
|
$
|
5,677
|
|
|
|
|
|
|
|
|
|
5,513
|
|
|
5,677
|
|
|||||
CCC Information Services Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+6.75% (1% floor) cash due 3/13/2025 (13)
|
|
7.99
|
%
|
|
|
|
2,500
|
|
|
2,559
|
|
|
2,581
|
|
|||
|
|
|
|
|
|
|
|
2,559
|
|
|
2,581
|
|
|||||
Hyland Software Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+7% (1% floor) cash due 7/7/2025 (13)
|
|
8.24
|
%
|
|
|
|
2,000
|
|
|
1,991
|
|
|
1,980
|
|
|||
|
|
|
|
|
|
|
|
1,991
|
|
|
1,980
|
|
|||||
Idera, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan B, LIBOR+5% (1% floor) cash due 6/27/2024 (13)
|
|
6.24
|
%
|
|
|
|
6,926
|
|
|
6,910
|
|
|
6,978
|
|
|||
|
|
|
|
|
|
|
|
6,910
|
|
|
6,978
|
|
|||||
MHE Intermediate Holdings, LLC
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/11/2024 (13)
|
|
6.33
|
%
|
|
|
|
2,993
|
|
|
2,964
|
|
|
2,993
|
|
|||
|
|
|
|
|
|
|
|
2,964
|
|
|
2,993
|
|
|||||
PowerPlan Holdings, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 2/23/2022 (13)
|
|
6.49
|
%
|
|
|
|
4,988
|
|
|
4,941
|
|
|
4,987
|
|
|||
|
|
|
|
|
|
|
|
4,941
|
|
|
4,987
|
|
|||||
UOS, LLC
|
|
|
|
Trucking
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 4/18/2023 (13)
|
|
6.74
|
%
|
|
|
|
6,916
|
|
|
7,081
|
|
|
7,106
|
|
|||
|
|
|
|
|
|
|
|
7,081
|
|
|
7,106
|
|
|||||
Veritas US Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 1/27/2023 (13)(22)
|
|
5.83
|
%
|
|
|
|
34,947
|
|
|
35,379
|
|
|
35,336
|
|
|||
|
|
|
|
|
|
|
|
35,379
|
|
|
35,336
|
|
|||||
Staples, Inc.
|
|
|
|
Distributors
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+4% (1% floor) cash due 8/12/2024 (13)(22)
|
|
5.31
|
%
|
|
|
|
10,000
|
|
|
9,976
|
|
|
9,967
|
|
|||
Fixed Rate Bond 8.5% cash due 9/15/2025 (22)
|
|
|
|
|
|
|
5,000
|
|
|
4,988
|
|
|
4,863
|
|
|||
|
|
|
|
|
|
|
|
14,964
|
|
|
14,830
|
|
|||||
Zep Inc.
|
|
|
|
Housewares & Specialties
|
|
|
|
|
|
|
|||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 8/11/2025 (13)
|
|
9.48
|
%
|
|
|
|
30,000
|
|
|
29,852
|
|
|
29,775
|
|
|||
|
|
|
|
|
|
|
|
29,852
|
|
|
29,775
|
|
|||||
DTZ U.S. Borrower, LLC
|
|
|
|
Real estate services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+3.25% (1% floor) cash due 11/4/2021 (13)(22)
|
|
4.57
|
%
|
|
|
|
12,967
|
|
|
13,011
|
|
|
13,014
|
|
|||
|
|
|
|
|
|
|
|
13,011
|
|
|
13,014
|
|
|||||
Micro Holding Corp.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+3.5% (1% floor) cash due 9/15/2024 (13)
|
|
4.82
|
%
|
|
|
|
6,000
|
|
|
5,970
|
|
|
5,978
|
|
|||
|
|
|
|
|
|
|
|
5,970
|
|
|
5,978
|
|
|||||
Accudyne Industries, LLC
|
|
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+3.75% (1% floor) cash due 8/18/2024 (13)(22)
|
|
5.01
|
%
|
|
|
|
19,915
|
|
|
19,977
|
|
|
19,990
|
|
|||
|
|
|
|
|
|
|
|
19,977
|
|
|
19,990
|
|
|||||
See notes to Consolidated Financial Statements.
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
|||||||
McAfee, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 9/30/2024 (13)
|
|
5.83
|
%
|
|
|
|
$
|
8,000
|
|
|
$
|
7,921
|
|
|
$
|
8,083
|
|
|
|
|
|
|
|
|
|
7,921
|
|
|
8,083
|
|
|||||
Total Non-Control/Non-Affiliate Investments (138.2% of net assets)
|
|
|
|
|
|
|
|
$
|
1,279,096
|
|
|
$
|
1,199,501
|
|
|||
Total Portfolio Investments (177.7% of net assets)
|
|
|
|
|
|
|
|
$
|
1,757,665
|
|
|
$
|
1,541,755
|
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
|||||||
JP Morgan Prime Money Market Fund
|
|
|
|
|
|
|
|
$
|
48,808
|
|
|
$
|
48,808
|
|
|||
Other cash accounts
|
|
|
|
|
|
|
|
4,210
|
|
|
4,210
|
|
|||||
Total Cash and Cash Equivalents (6.1% of net assets)
|
|
|
|
|
|
|
|
$
|
53,018
|
|
|
$
|
53,018
|
|
|||
Total Portfolio Investments, Cash and Cash Equivalents (183.8% of net assets)
|
|
|
|
|
|
|
|
$
|
1,810,683
|
|
|
$
|
1,594,773
|
|
(1)
|
All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.
|
(2)
|
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.
|
(3)
|
Control Investments generally are defined by the Investment Company Act of 1940, as amended ("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 generally 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 investments that are neither Control Investments nor Affiliate Investments.
|
(8)
|
Principal includes accumulated payment in kind ("PIK") interest and is net of repayments.
|
(9)
|
Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either 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.
|
(10)
|
Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par.
|
(11)
|
Investment is not a "qualifying asset" as defined under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2017, qualifying assets represented 83.6% of the Company's total assets and non-qualifying assets represented 16.4% of the Company's total assets.
|
(12)
|
The sale of a portion of this loan does not qualify for true sale accounting under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 860 -
Transfers and Servicing
("ASC 860"), and therefore, the entire debt investment remains in the Consolidated Schedule of Investments. Accordingly, the fair value of the Company's debt investments includes
$13.3 million
related to the Company's secured borrowings. (See Note 15 in the accompanying notes to the Consolidated Financial Statements.)
|
(13)
|
The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate based rate based on each respective credit agreement and the cash interest rate as of period end.
|
(14)
|
With the exception of investments held by the Company’s wholly-owned subsidiaries that have each received a license from the U.S. Small Business Administration (“SBA”) to operate as a small business investment company (“SBIC”), each of the Company's investments is pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
|
(15)
|
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). See Schedule 12-14 in the accompanying notes to the Consolidated Financial Statements for transactions during the year ended
September 30, 2017
in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to control.
|
(16)
|
First Star Bermuda Aviation Limited and First Star Speir Aviation 1 Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with Accounting Standards Update ("ASU") 2013-08, the Company has deemed the holding companies to be investment companies under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly,
|
(17)
|
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition.
|
(18)
|
In December 2016, the Company restructured its investment in Senior Loan Fund JV I, LLC. As part of the restructuring, the Company exchanged its subordinated notes for Class A Mezzanine Secured Deferrable Floating Rate Notes and Class B Mezzanine Secured Deferrable Fixed Rate Notes issued by a newly formed, wholly owned subsidiary, SLF Repack Issuer 2016 LLC. The Class A Mezzanine Secured Deferrable Floating Rate Notes bear interest at a rate of LIBOR plus the applicable margin as defined in the indenture The Class A Mezzanine Secured Deferrable Floating Rate Notes and Class B Mezzanine Secured Deferrable Fixed Rate Notes are collectively referred to as the "mezzanine notes".
|
(19)
|
In June 2017, the Company sold all of its investments in Eagle Hospital Physicians, LLC ("Eagle Physicians") in exchange for cash and the right to receive contingent payments in the future based on the performance of Eagle Physicians, which is referred to as an "earn-out" in the consolidated schedule of investments. Prior to the sale of its investments in Eagle Physicians, the Company may have been deemed to control Eagle Physicians within the meaning of the 1940 Act due to the fact that the Company owned greater than 25% of the voting securities in Eagle Physicians. After the sale and as of September 30, 2017, the Company no longer owns any of the voting securities in Eagle Physicians and is not deemed to control Eagle Physicians within the meaning of the 1940 Act.
|
(20)
|
In June 2017, AdVenture Interactive, Corp. reorganized its business to separate its marketing services business from its online program management business. In connection with the reorganization, FS AVI Holdco LLC was formed as a separate entity and is the new parent to Keypath Education, Inc., which represents AdVenture Interactive, Corp's former marketing services business, and the Company's first lien term loan and revolver with AdVenture Interactive, Corp. was assigned to Keypath Education, Inc.
|
(21)
|
The Company's investment in Maverick Healthcare Group, LLC ("Maverick Healthcare") is currently past due. In May 2017, the Company entered into a forbearance agreement with Maverick Healthcare in which the Company has temporarily agreed not to take action against Maverick Healthcare.
|
(22)
|
As of September 30, 2017, these investments are categorized as level 2 within the fair value hierarchy established by FASB ASC Topic 820,
Fair Value Measurements and Disclosures
("ASC 820"). All other investments are categorized as level 3 as of September 30, 2017 and were valued using significant unobservable inputs.
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
||||||
Control Investments (3)(15)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Traffic Solutions Holdings, Inc.
|
|
|
|
Construction and engineering
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash 2% PIK due 4/1/2021 (13)
|
|
8.00
|
%
|
|
|
|
$
|
36,180
|
|
|
$
|
36,152
|
|
|
$
|
36,328
|
|
First Lien Revolver, LIBOR+6% (1% floor) cash due 4/1/2021 (13)
|
|
7.00
|
%
|
|
|
|
2,800
|
|
|
2,797
|
|
|
2,800
|
|
|||
LC Facility, 6.0% cash due 4/1/2021
|
|
|
|
|
|
3,518
|
|
|
3,514
|
|
|
3,518
|
|
||||
746,114 Series A Preferred Units, 10%
|
|
|
|
|
|
|
|
18,558
|
|
|
20,094
|
|
|||||
746,114 Shares of Common Stock
|
|
|
|
|
|
|
|
5,316
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
66,337
|
|
|
62,740
|
|
|||||
TransTrade Operators, Inc.
|
|
|
|
Air freight & logistics
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, 5% cash due 12/31/2017
|
|
|
|
|
|
15,973
|
|
|
15,572
|
|
|
7,046
|
|
||||
First Lien Revolver, 8% cash due 12/31/2017
|
|
|
|
|
|
6,885
|
|
|
6,885
|
|
|
—
|
|
||||
596.67 Series A Common Units
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
4,000,000 Series A Preferred Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
4,000
|
|
|
—
|
|
|||||
5,200,000 Series B Preferred Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
5,200
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
31,657
|
|
|
7,046
|
|
|||||
First Star Aviation, LLC (16)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|||||||
10,104,401 Common Units (6)
|
|
|
|
|
|
|
|
5,533
|
|
|
2,413
|
|
|||||
|
|
|
|
|
|
|
|
5,533
|
|
|
2,413
|
|
|||||
First Star Speir Aviation Limited (11)(16)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, 9% cash due 12/15/2020
|
|
|
|
|
|
55,395
|
|
|
50,305
|
|
|
54,214
|
|
||||
2,058,411.64 Common Units (6)
|
|
|
|
|
|
|
|
—
|
|
|
2,839
|
|
|||||
|
|
|
|
|
|
|
|
50,305
|
|
|
57,053
|
|
|||||
First Star Bermuda Aviation Limited (11)(16)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
|
|
|
|
|
|
11,868
|
|
|
11,868
|
|
|
11,851
|
|
||||
4,293,736 Common Units (6)
|
|
|
|
|
|
|
|
3,360
|
|
|
5,729
|
|
|||||
|
|
|
|
|
|
|
|
15,228
|
|
|
17,580
|
|
|||||
Eagle Hospital Physicians, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan A, 8% PIK due 4/30/2017
|
|
|
|
|
|
13,889
|
|
|
13,889
|
|
|
13,875
|
|
||||
First Lien Term Loan B, 8.1% PIK due 4/30/2017
|
|
|
|
|
|
3,889
|
|
|
3,889
|
|
|
3,887
|
|
||||
First Lien Revolver, 8% cash due 4/30/2017
|
|
|
|
|
|
1,913
|
|
|
1,913
|
|
|
1,913
|
|
||||
4,100,000 Class A Common Units
|
|
|
|
|
|
|
|
4,100
|
|
|
7,421
|
|
|||||
|
|
|
|
|
|
|
|
23,791
|
|
|
27,096
|
|
|||||
Senior Loan Fund JV I, LLC (11)(17)
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
Subordinated Notes, LIBOR+8% cash due 5/2/2021 (13)
|
|
8.47
|
%
|
|
|
|
144,841
|
|
|
144,841
|
|
|
129,004
|
|
|||
87.5% LLC equity interest (6)
|
|
|
|
|
|
|
|
16,094
|
|
|
13,708
|
|
|||||
|
|
|
|
|
|
|
|
160,935
|
|
|
142,712
|
|
|||||
Express Group Holdings LLC (18)
|
|
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 9/3/2019 (13)
|
|
9.00%
|
|
|
|
|
12,073
|
|
|
12,073
|
|
|
1,193
|
|
|||
First Lien Revolver, LIBOR+4.5% (1% floor) cash due 3/4/2019 (13)
|
|
5.50%
|
|
|
|
|
6,090
|
|
|
6,090
|
|
|
6,090
|
|
|||
Last-In Revolver, PRIME+3.5% cash due 10/7/2016
|
|
7.00%
|
|
|
|
|
3,000
|
|
|
3,000
|
|
|
3,000
|
|
|||
14,033,391 Series B Preferred Units
|
|
|
|
|
|
|
|
3,982
|
|
|
—
|
|
|||||
280,668 Series A Preferred Units
|
|
|
|
|
|
|
|
1,593
|
|
|
—
|
|
|||||
1,456,344 Common Stock Units
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
26,738
|
|
|
10,283
|
|
|||||
Ameritox Ltd. (19)
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021 (13)
|
|
6.00%
|
|
|
|
|
31,258
|
|
|
31,228
|
|
|
31,039
|
|
|||
14,090,126.4 Class A Preferred Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
|
|
14,090
|
|
|
15,437
|
|
|||||
1,602,260.83 Class B Preferred Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
|
|
1,602
|
|
|
1,755
|
|
|||||
4,930.03 Class A Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
|
|
29,049
|
|
|
13,113
|
|
|||||
|
|
|
|
|
|
|
|
75,969
|
|
|
61,344
|
|
|||||
Total Control Investments (34.0% of net assets)
|
|
|
|
|
|
|
|
$
|
456,493
|
|
|
$
|
388,267
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
||||
Affiliate Investments (4)
|
|
|
|
|
|
|
|
|
|
|
||||||
Caregiver Services, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
|
|
|
|
|
|
$
|
9,524
|
|
|
$
|
9,524
|
|
|
$
|
9,549
|
|
1,080,399 Shares of Series A Preferred Stock, 10%
|
|
|
|
|
|
|
|
1,080
|
|
|
4,079
|
|
||||
|
|
|
|
|
|
|
|
10,604
|
|
|
13,628
|
|
||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
Home improvement retail
|
|
|
|
|
|
|
||||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 8/31/2017
|
|
|
|
|
|
24,364
|
|
|
$
|
24,351
|
|
|
$
|
24,268
|
|
|
4,668,788 Shares of Preferred Stock
|
|
|
|
|
|
|
|
—
|
|
|
1,873
|
|
||||
|
|
|
|
|
|
|
|
24,351
|
|
|
26,141
|
|
||||
Total Affiliate Investments (3.5% of net assets)
|
|
|
|
|
|
|
|
$
|
34,955
|
|
|
$
|
39,769
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Non-Control/Non-Affiliate Investments (7)
|
|
|
|
|
|
|
|
|
|
|
||||||
HealthDrive Corporation
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, 12% cash due 12/31/2016
|
|
|
|
|
|
3,958
|
|
|
$
|
3,958
|
|
|
$
|
3,958
|
|
|
First Lien Term Loan B, 12% cash 2% PIK due 12/31/2016
|
|
|
|
|
|
11,938
|
|
|
11,938
|
|
|
11,938
|
|
|||
First Lien Revolver, 12% cash due 12/31/2016
|
|
|
|
|
|
466
|
|
|
466
|
|
|
466
|
|
|||
|
|
|
|
|
|
|
|
16,362
|
|
|
16,362
|
|
||||
Cenegenics, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, 9.75% cash 2% PIK due 9/30/2019
|
|
|
|
|
|
29,662
|
|
|
29,629
|
|
|
29,812
|
|
|||
First Lien Revolver, 15% cash due 9/30/2019
|
|
|
|
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
|||
452,914.87 Common Units in Cenegenics, LLC
|
|
|
|
|
|
|
|
598
|
|
|
613
|
|
||||
345,380.141 Preferred Units in Cenegenics, LLC
|
|
|
|
|
|
|
|
300
|
|
|
300
|
|
||||
|
|
|
|
|
|
|
|
31,527
|
|
|
31,725
|
|
||||
Riverlake Equity Partners II, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
1.78% limited partnership interest (11)
|
|
|
|
|
|
|
|
823
|
|
|
755
|
|
||||
|
|
|
|
|
|
|
|
823
|
|
|
755
|
|
||||
Riverside Fund IV, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.34% limited partnership interest (11)
|
|
|
|
|
|
|
|
456
|
|
|
302
|
|
||||
|
|
|
|
|
|
|
|
456
|
|
|
302
|
|
||||
Bunker Hill Capital II (QP), L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.51% limited partnership interest (11)
|
|
|
|
|
|
|
|
810
|
|
|
739
|
|
||||
|
|
|
|
|
|
|
|
810
|
|
|
739
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
|||||
Maverick Healthcare Group, LLC
|
|
|
|
Healthcare equipment
|
|
|
|
|
|
|
|||||||
First Lien Term Loan A, LIBOR+5.5% cash (1.75% floor) cash 2% PIK due 4/30/2017 (13)
|
|
7.25
|
%
|
|
|
|
$
|
16,151
|
|
|
$
|
16,108
|
|
|
$
|
15,993
|
|
First Lien Term Loan B, LIBOR+5.5% cash (1.75% floor) cash 5.5% PIK due 4/30/2017 (13)
|
|
7.25%
|
|
|
|
|
39,159
|
|
|
39,110
|
|
|
38,900
|
|
|||
CapEx Line, LIBOR+5.75% (1.75% floor) cash 2% PIK due 4/30/2017 (13)
|
|
7.50
|
%
|
|
|
|
1,259
|
|
|
1,252
|
|
|
1,242
|
|
|||
First Lien Revolver, PRIME+6.5% cash due 4/30/2017 (13)
|
|
10.00%
|
|
|
|
|
4,401
|
|
|
4,401
|
|
|
4,401
|
|
|||
|
|
|
|
|
|
|
|
60,871
|
|
|
60,536
|
|
|||||
Refac Optical Group
|
|
|
|
Specialty stores
|
|
|
|
|
|
|
|||||||
First Lien Term Loan A, LIBOR+7.5% cash due 9/30/2018 (13)
|
|
8.02%
|
|
|
|
|
6,198
|
|
|
6,150
|
|
|
6,190
|
|
|||
First Lien Term Loan B, LIBOR+8.5% cash, 1.75% PIK due 9/30/2018 (13)
|
|
9.02%
|
|
|
|
|
34,290
|
|
|
34,149
|
|
|
33,967
|
|
|||
First Lien Term Loan C, 12% cash due 9/30/2018
|
|
12.00%
|
|
|
|
|
3,416
|
|
|
3,416
|
|
|
3,339
|
|
|||
First Lien Revolver, LIBOR+7.5% cash due 9/30/2018 (13)
|
|
8.02%
|
|
|
|
|
1,600
|
|
|
1,596
|
|
|
1,600
|
|
|||
1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
|
|
|
|
|
|
|
|
1
|
|
|
—
|
|
|||||
550.9435 Shares of Series A-2 Preferred Stock in Refac Holdings, Inc., 10%
|
|
|
|
|
|
|
|
305
|
|
|
—
|
|
|||||
1,000 Shares of Series A Preferred Stock Units in Refac Holdings, Inc., 10%
|
|
|
|
|
|
|
|
999
|
|
|
136
|
|
|||||
|
|
|
|
|
|
|
|
46,616
|
|
|
45,232
|
|
|||||
Baird Capital Partners V, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.4% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,000
|
|
|
558
|
|
|||||
|
|
|
|
|
|
|
|
1,000
|
|
|
558
|
|
|||||
Discovery Practice Management, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
Senior Term Loan, LIBOR+9.25% cash due 11/4/2018 (13)
|
|
9.90%
|
|
|
|
|
30,698
|
|
|
30,651
|
|
|
30,698
|
|
|||
Senior Revolver, LIBOR+7% cash due 11/4/2018 (10) (13)
|
|
7.65%
|
|
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
Capex Line A, LIBOR+7% cash due 11/4/2018 (13)
|
|
7.65%
|
|
|
|
|
938
|
|
|
938
|
|
|
938
|
|
|||
Capex Line B, LIBOR+7% cash due 11/4/2018 (13)
|
|
7.65%
|
|
|
|
|
2,000
|
|
|
2,000
|
|
|
2,000
|
|
|||
|
|
|
|
|
|
|
|
33,585
|
|
|
33,636
|
|
|||||
Milestone Partners IV, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.85% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,739
|
|
|
2,005
|
|
|||||
|
|
|
|
|
|
|
|
1,739
|
|
|
2,005
|
|
|||||
National Spine and Pain Centers, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|||||||
Mezzanine Term Loan, 11% cash 1.6% PIK due 9/27/2020
|
|
|
|
|
|
30,720
|
|
|
30,679
|
|
|
30,750
|
|
||||
317,282.97 Class A Units
|
|
|
|
|
|
|
|
317
|
|
|
608
|
|
|||||
|
|
|
|
|
|
|
|
30,996
|
|
|
31,358
|
|
|||||
RCPDirect, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.91% limited partnership interest (11)
|
|
|
|
|
|
|
|
764
|
|
|
927
|
|
|||||
|
|
|
|
|
|
|
|
764
|
|
|
927
|
|
|||||
Riverside Fund V, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|||||||
0.48% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,147
|
|
|
766
|
|
|||||
|
|
|
|
|
|
|
|
1,147
|
|
|
766
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
||||
ACON Equity Partners III, LP
|
|
|
|
|
|
|
|
|
|
|
||||||
0.13% limited partnership interest (11)
|
|
|
|
Multi-sector holdings
|
|
|
|
$
|
796
|
|
|
$
|
482
|
|
||
|
|
|
|
|
|
|
|
796
|
|
|
482
|
|
||||
BMC Acquisition, Inc.
|
|
|
|
Other diversified financial services
|
|
|
|
|
|
|
||||||
500 Series A Preferred Shares
|
|
|
|
|
|
|
|
500
|
|
|
698
|
|
||||
50,000 Common Shares (6)
|
|
|
|
|
|
|
|
1
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
501
|
|
|
698
|
|
||||
Ansira Partners, Inc.
|
|
|
|
Advertising
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 4/5/2021 (13)
|
|
9.50%
|
|
|
|
$
|
38,000
|
|
|
38,000
|
|
|
37,840
|
|
||
209 Preferred Units of Ansira Holdings, LLC (6)
|
|
|
|
|
|
|
209
|
|
|
234
|
|
|||||
250 Class A Common Units of Ansira Holdings, LLC
|
|
|
|
|
|
|
|
—
|
|
|
368
|
|
||||
|
|
|
|
|
|
|
|
38,209
|
|
|
38,442
|
|
||||
Edmentum, Inc.
|
|
|
|
Education services
|
|
|
|
|
|
|
||||||
Unsecured Senior PIK Note, 8.5% PIK due 6/9/2020
|
|
|
|
|
|
2,235
|
|
|
2,235
|
|
|
2,153
|
|
|||
Unsecured Junior PIK Note, 10% PIK due 6/9/2020
|
|
|
|
|
10,227
|
|
|
10,227
|
|
|
8,064
|
|
||||
Unsecured Revolver, 5% cash due 6/9/2020
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
126,127.80 Class A Common Units
|
|
|
|
|
|
|
|
126
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
12,588
|
|
|
10,217
|
|
||||
I Drive Safely, LLC
|
|
|
|
Education services
|
|
|
|
|
|
|
||||||
125,079 Class A Common Units of IDS Investments, LLC
|
|
|
|
|
|
|
|
1,000
|
|
|
391
|
|
||||
|
|
|
|
|
|
|
|
1,000
|
|
|
391
|
|
||||
Yeti Acquisition, LLC
|
|
|
|
Leisure products
|
|
|
|
|
|
|
||||||
3,000,000 Common Stock Units of Yeti Holdings, Inc. (6)
|
|
|
|
|
|
|
|
—
|
|
|
34,981
|
|
||||
|
|
|
|
|
|
|
|
—
|
|
|
34,981
|
|
||||
Vitalyst Holdings, Inc.
|
|
|
|
IT consulting & other services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
|
|
|
|
|
|
19,681
|
|
|
19,682
|
|
|
19,697
|
|
|||
675 Series A Preferred Units of PCH Support Holdings, Inc., 10%
|
|
|
|
|
|
|
|
675
|
|
|
418
|
|
||||
7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
|
|
|
|
|
|
|
|
75
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
20,432
|
|
|
20,115
|
|
||||
Beecken Petty O'Keefe Fund IV, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.5% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,187
|
|
|
1,254
|
|
||||
|
|
|
|
|
|
|
|
1,187
|
|
|
1,254
|
|
||||
First American Payment Systems, LP
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9.5% (1.25% floor) cash due 4/12/2019 (13)
|
|
10.75%
|
|
|
|
23,304
|
|
|
23,304
|
|
|
22,546
|
|
|||
First Lien Revolver, PRIME+3.5% cash due 10/12/2017 (13)
|
|
7.00%
|
|
|
|
2,000
|
|
|
2,000
|
|
|
1,975
|
|
|||
|
|
|
|
|
|
|
|
25,304
|
|
|
24,521
|
|
||||
Dexter Axle Company
|
|
|
|
Auto parts & equipment
|
|
|
|
|
|
|
||||||
1,547 Common Shares in Dexter Axle Holding Company
|
|
|
|
|
|
|
|
1,643
|
|
|
3,719
|
|
||||
|
|
|
|
|
|
|
|
1,643
|
|
|
3,719
|
|
||||
Comprehensive Pharmacy Services LLC
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
||||||
Mezzanine Term Loan, 11.25% cash 1.5% PIK due 11/30/2019
|
|
|
|
|
|
14,798
|
|
|
14,798
|
|
|
14,811
|
|
|||
20,000 Common Shares in MCP CPS Group Holdings, Inc.
|
|
|
|
|
|
|
|
2,000
|
|
|
2,435
|
|
||||
|
|
|
|
|
|
|
|
16,798
|
|
|
17,246
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
||||
Garretson Firm Resolution Group, Inc.
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+6.5% (1% floor) cash due 5/22/2020 (13)
|
|
9.00%
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
4,950,000 Preferred Units in GRG Holdings, LP, 8%
|
|
|
|
|
|
|
|
495
|
|
|
611
|
|
||||
50,000 Common Units in GRG Holdings, LP
|
|
|
|
|
|
|
|
5
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
500
|
|
|
611
|
|
||||
Teaching Strategies, LLC
|
|
|
|
Education services
|
|
|
|
|
|
|
||||||
Senior Term Loan, LIBOR+5.5% (0.5% floor) cash due 10/1/2019 (13)
|
|
6.34%
|
|
|
|
$
|
7,253
|
|
|
7,253
|
|
|
7,246
|
|
||
Senior Revolver, LIBOR+5.5% (0.5% floor) cash due 10/1/2019 (13)
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
7,253
|
|
|
7,246
|
|
||||
Omniplex World Services Corporation
|
|
|
|
Security & alarm services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 12.25% cash 2.25% PIK due 8/19/2021
|
|
|
|
|
|
11,231
|
|
|
11,231
|
|
|
11,469
|
|
|||
500 Class A Common Units in Omniplex Holdings Corp.
|
|
|
|
|
|
|
|
500
|
|
|
643
|
|
||||
64.041 Class A-1 Common Units in Omniplex Holdings Corp.
|
|
|
|
|
|
|
|
104
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
11,835
|
|
|
12,112
|
|
||||
Dominion Diagnostics, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11% cash 1% PIK due 10/8/2019
|
|
|
|
|
|
16,318
|
|
|
16,195
|
|
|
3,365
|
|
|||
|
|
|
|
|
|
|
|
16,195
|
|
|
3,365
|
|
||||
AdVenture Interactive, Corp.
|
|
|
|
Advertising
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7.75% (1.00% floor) cash due 3/22/2018 (13)
|
|
8.75%
|
|
|
|
89,814
|
|
|
89,782
|
|
|
69,151
|
|
|||
First Lien Revolver, LIBOR+7.75% (1.00% floor) cash due 3/22/2018 (10)(13)
|
|
8.75%
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
||||
2,599.32 Preferred Units of AVI Holdings, L.P.
|
|
|
|
|
|
|
|
1,820
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
91,601
|
|
|
69,151
|
|
||||
Sterling Capital Partners IV, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.2% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,515
|
|
|
1,314
|
|
||||
|
|
|
|
|
|
|
|
1,515
|
|
|
1,314
|
|
||||
RP Crown Parent, LLC
|
|
|
|
Application software
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+5.5% (1.25% floor) cash due 12/21/2017 (13)
|
|
6.75%
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Advanced Pain Management
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018 (13)
|
|
9.75%
|
|
|
|
24,000
|
|
|
24,000
|
|
|
24,019
|
|
|||
|
|
|
|
|
|
|
|
24,000
|
|
|
24,019
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
||||
TravelClick, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 11/6/2021 (13)
|
|
8.75%
|
|
|
|
$
|
4,450
|
|
|
$
|
3,978
|
|
|
$
|
3,986
|
|
|
|
|
|
|
|
|
|
3,978
|
|
|
3,986
|
|
||||
Pingora MSR Opportunity Fund I-A, LP
|
|
|
|
Thrift & mortgage finance
|
|
|
|
|
|
|
||||||
1.9% limited partnership interest (11)
|
|
|
|
|
|
|
|
7,946
|
|
|
5,846
|
|
||||
|
|
|
|
|
|
|
|
7,946
|
|
|
5,846
|
|
||||
Credit Infonet, Inc.
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
||||||
Subordinated Term Loan, 11.25% cash 1.75% PIK due 10/26/2018
|
|
|
|
|
|
13,795
|
|
|
13,795
|
|
|
13,260
|
|
|||
|
|
|
|
|
|
|
|
13,795
|
|
|
13,260
|
|
||||
Bracket Holding Corp.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 2/15/2020 (13)
|
|
9.25%
|
|
|
|
32,000
|
|
|
32,000
|
|
|
32,061
|
|
|||
50,000 Common Units in AB Group Holdings, LP
|
|
|
|
|
|
|
|
500
|
|
|
896
|
|
||||
|
|
|
|
|
|
|
|
32,500
|
|
|
32,957
|
|
||||
HealthEdge Software, Inc.
|
|
|
|
Application software
|
|
|
|
|
|
|
||||||
482,453 Series A-3 Preferred Stock Warrants (exercise price $1.450918) expiration date 9/30/2023
|
|
|
|
|
|
|
|
213
|
|
|
650
|
|
||||
|
|
|
|
|
|
|
|
213
|
|
|
650
|
|
||||
InMotion Entertainment Group, LLC
|
|
|
|
Consumer electronics
|
|
|
|
|
|
|
||||||
First Lien Term Loan A, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
|
|
9.00%
|
|
|
|
12,950
|
|
|
12,950
|
|
|
12,846
|
|
|||
First Lien Term Loan B, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
|
|
9.00%
|
|
|
|
5,645
|
|
|
5,476
|
|
|
5,571
|
|
|||
First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 10/1/2018 (13)
|
|
8.00%
|
|
|
|
4,605
|
|
|
4,604
|
|
|
4,605
|
|
|||
CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (13)
|
|
9.00%
|
|
|
|
839
|
|
|
839
|
|
|
839
|
|
|||
1,000,000 Class A Units in InMotion Entertainment Holdings, LLC
|
|
|
|
|
|
|
|
1,000
|
|
|
1,319
|
|
||||
|
|
|
|
|
|
|
|
24,869
|
|
|
25,180
|
|
||||
Thing5, LLC
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 10/11/2018 (12)(13)
|
|
8.50%
|
|
|
|
53,680
|
|
|
53,680
|
|
|
52,093
|
|
|||
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/11/2018 (13)
|
|
8.50%
|
|
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
|||
2,000,000 Units in T5 Investment Vehicle, LLC
|
|
|
|
|
|
|
|
2,000
|
|
|
292
|
|
||||
|
|
|
|
|
|
|
|
56,680
|
|
|
53,385
|
|
||||
Epic Health Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 8/17/2021 (13)
|
|
9.25%
|
|
Healthcare services
|
|
24,667
|
|
|
24,316
|
|
|
24,714
|
|
|||
|
|
|
|
|
|
|
|
24,316
|
|
|
24,714
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
||||
Kason Corporation
|
|
|
|
Industrial machinery
|
|
|
|
|
|
|
||||||
Mezzanine Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
|
|
11.50%
|
|
|
|
$
|
5,901
|
|
|
$
|
5,901
|
|
|
$
|
5,813
|
|
498.6 Class A Preferred Units in Kason Investment, LLC, 8%
|
|
|
|
|
|
|
|
499
|
|
|
566
|
|
||||
5,540 Class A Common Units in Kason Investment, LLC
|
|
|
|
|
|
|
|
55
|
|
|
1
|
|
||||
|
|
|
|
|
|
|
|
6,455
|
|
|
6,380
|
|
||||
SPC Partners V, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.571% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,398
|
|
|
1,515
|
|
||||
|
|
|
|
|
|
|
|
1,398
|
|
|
1,515
|
|
||||
Systems Maintenance Services Holdings, Inc.
|
|
|
|
IT consulting & other services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/18/2020 (13)
|
|
9.25%
|
|
|
|
19,000
|
|
|
18,936
|
|
|
18,810
|
|
|||
|
|
|
|
|
|
|
|
18,936
|
|
|
18,810
|
|
||||
P2 Upstream Acquisition Co.
|
|
|
|
Application software
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+4% (1% floor) cash due 10/31/2018 (13)
|
|
5.00%
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Vandelay Industries Merger Sub, Inc.
|
|
|
|
Industrial machinery
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, 10.75% cash 1% PIK due 11/12/2019
|
|
|
|
|
|
39,265
|
|
|
39,104
|
|
|
39,300
|
|
|||
2,500,000 Class A Common Units in Vandelay Industries, L.P.
|
|
|
|
|
|
|
|
958
|
|
|
5,902
|
|
||||
|
|
|
|
|
|
|
|
40,062
|
|
|
45,202
|
|
||||
Vitera Healthcare Solutions, LLC
|
|
|
|
Healthcare technology
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021 (13)
|
|
9.25%
|
|
|
|
8,000
|
|
|
7,904
|
|
|
7,420
|
|
|||
|
|
|
|
|
|
|
|
7,904
|
|
|
7,420
|
|
||||
The Active Network, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 11/15/2021 (13)
|
|
9.50%
|
|
|
|
16,543
|
|
|
16,379
|
|
|
16,336
|
|
|||
|
|
|
|
|
|
|
|
16,379
|
|
|
16,336
|
|
||||
OmniSYS Acquisition Corporation
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 11/21/2018 (13)
|
|
8.50%
|
|
|
|
5,500
|
|
|
5,496
|
|
|
5,507
|
|
|||
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 11/21/2018 (13)
|
|
8.50%
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
100,000 Common Units in OSYS Holdings, LLC
|
|
|
|
|
|
|
|
1,000
|
|
|
1,118
|
|
||||
|
|
|
|
|
|
|
|
6,496
|
|
|
6,625
|
|
||||
Moelis Capital Partners Opportunity Fund I-B, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
1.0% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,524
|
|
|
1,888
|
|
||||
|
|
|
|
|
|
|
|
1,524
|
|
|
1,888
|
|
||||
Aden & Anais Merger Sub, Inc.
|
|
|
|
Apparel, accessories & luxury goods
|
|
|
|
|
|
|
||||||
Mezzanine Term Loan, 10% cash 2% PIK due 6/23/2019
|
|
|
|
|
|
12,694
|
|
|
12,694
|
|
|
12,610
|
|
|||
30,000 Common Units in Aden & Anais Holdings, Inc.
|
|
|
|
|
|
|
|
3,000
|
|
|
2,010
|
|
||||
|
|
|
|
|
|
|
|
15,694
|
|
|
14,620
|
|
||||
Lift Brands, Inc.
|
|
|
|
Leisure facilities
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 12/23/2019 (13)
|
|
9.00%
|
|
|
|
22,268
|
|
|
22,255
|
|
|
22,186
|
|
|||
First Lien Revolver, LIBOR+8% (1% floor) cash due 12/23/2019 (13)
|
|
9.00%
|
|
|
|
2,000
|
|
|
1,997
|
|
|
2,000
|
|
|||
2,000,000 Class A Common Units in Snap Investments, LLC
|
|
|
|
|
|
|
|
2,000
|
|
|
2,732
|
|
||||
|
|
|
|
|
|
|
|
26,252
|
|
|
26,918
|
|
||||
Tailwind Capital Partners II, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.3% limited partnership interest (11)
|
|
|
|
|
|
|
|
995
|
|
|
1,128
|
|
||||
|
|
|
|
|
|
|
|
995
|
|
|
1,128
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
|
Cost
|
|
Fair Value
|
|
||||
Long's Drugs Incorporated
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+11% cash due 2/19/2022 (13)
|
|
11.91%
|
|
|
|
$
|
26,909
|
|
|
$
|
26,909
|
|
|
$
|
26,890
|
|
50 Series A Preferred Shares in Long's Drugs Incorporated (6)
|
|
|
|
|
|
|
|
813
|
|
|
1,037
|
|
||||
|
|
|
|
|
|
|
|
27,722
|
|
|
27,927
|
|
||||
Five9, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
118,577 Common Stock Warrants (exercise price $10.12) expiration date 2/20/2024
|
|
|
|
|
|
|
|
321
|
|
|
780
|
|
||||
|
|
|
|
|
|
|
|
321
|
|
|
780
|
|
||||
Conviva Inc.
|
|
|
|
Application software
|
|
|
|
|
|
|
||||||
417,851 Series D Preferred Stock Warrants (exercise price $1.1966) expiration date 2/28/2021
|
|
|
|
|
|
|
|
105
|
|
|
110
|
|
||||
|
|
|
|
|
|
|
|
105
|
|
|
110
|
|
||||
OnCourse Learning Corporation
|
|
|
|
Education services
|
|
|
|
|
|
|
||||||
264,312 Class A Units in CIP OCL Investments, LLC
|
|
|
|
|
|
|
|
2,726
|
|
|
1,891
|
|
||||
|
|
|
|
|
|
|
|
2,726
|
|
|
1,891
|
|
||||
ShareThis, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
345,452 Series C Preferred Stock Warrants (exercise price $3.0395) expiration date 3/4/2024
|
|
|
|
|
|
|
|
367
|
|
|
194
|
|
||||
|
|
|
|
|
|
|
|
367
|
|
|
194
|
|
||||
Aptean, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+7.5% (1% floor) cash due 2/26/2021 (13)
|
|
8.50%
|
|
|
|
3,000
|
|
|
3,000
|
|
|
2,957
|
|
|||
|
|
|
|
|
|
|
|
3,000
|
|
|
2,957
|
|
||||
Integrated Petroleum Technologies, Inc.
|
|
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 3/31/2019 (13)
|
|
8.50%
|
|
|
|
18,929
|
|
|
18,911
|
|
|
6,500
|
|
|||
First Lien Revolver, LIBOR+7.5% (1% floor) cash due 3/31/2019 (10)(13)
|
|
8.50%
|
|
|
|
|
|
(3
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
18,908
|
|
|
6,500
|
|
||||
ExamSoft Worldwide, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 5/1/2019 (13)
|
|
9.00%
|
|
|
|
14,250
|
|
|
14,157
|
|
|
14,061
|
|
|||
First Lien Revolver, LIBOR+8% (1% floor) cash due 5/1/2019 (13)
|
|
9.00%
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
180,707 Class C Units in ExamSoft Investor LLC
|
|
|
|
|
|
|
|
181
|
|
|
12
|
|
||||
|
|
|
|
|
|
|
|
14,338
|
|
|
14,073
|
|
||||
DigiCert, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 6/2/2020 (13)
|
|
10.00%
|
|
|
|
61,500
|
|
|
60,801
|
|
|
62,500
|
|
|||
|
|
|
|
|
|
|
|
60,801
|
|
|
62,500
|
|
||||
RCPDirect II, LP
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.5% limited partnership interest (11)
|
|
|
|
|
|
|
|
$
|
346
|
|
|
$
|
353
|
|
||
|
|
|
|
|
|
|
|
346
|
|
|
353
|
|
||||
PR Wireless, Inc. (11)
|
|
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+9% (1% floor) cash due 6/27/2020 (13)
|
|
10.00%
|
|
|
|
$
|
12,715
|
|
|
12,424
|
|
|
8,788
|
|
||
118.4211 Common Stock Warrants (exercise price $0.01) expiration date 6/27/2024
|
|
|
|
|
|
|
|
—
|
|
|
430
|
|
||||
|
|
|
|
|
|
|
|
12,424
|
|
|
9,218
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
Integral Development Corporation
|
|
|
|
Other diversified financial services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+9.5% (1% floor) cash due 7/10/2019 (13)
|
|
10.50%
|
|
|
|
$
|
14,250
|
|
|
$
|
14,182
|
|
|
$
|
14,079
|
|
1,078,284 Common Stock Warrants (exercise price $0.9274) expiration date 7/10/2024
|
|
|
|
|
|
|
|
113
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
14,295
|
|
|
14,079
|
|
||||
Loftware, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Mezzanine Term Loan, 11% cash 1% PIK due 7/18/2020
|
|
|
|
|
|
6,135
|
|
|
6,136
|
|
|
6,208
|
|
|||
300,000 Class A Common Units in RPLF Holdings, LLC
|
|
|
|
|
|
|
|
300
|
|
|
311
|
|
||||
|
|
|
|
|
|
|
|
6,436
|
|
|
6,519
|
|
||||
Tectum Holdings, Inc.
|
|
|
|
Auto parts & equipment
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.75% (1% floor) cash due 1/28/2021 (13)
|
|
9.75%
|
|
|
|
15,000
|
|
|
15,000
|
|
|
14,969
|
|
|||
|
|
|
|
|
|
|
|
15,000
|
|
|
14,969
|
|
||||
TV Borrower US, LLC
|
|
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 7/8/2021 (11) (13)
|
|
9.50%
|
|
|
|
30,000
|
|
|
29,386
|
|
|
29,100
|
|
|||
|
|
|
|
|
|
|
|
29,386
|
|
|
29,100
|
|
||||
Webster Capital III, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.754% limited partnership interest (11)
|
|
|
|
|
|
|
|
987
|
|
|
1,157
|
|
||||
|
|
|
|
|
|
|
|
987
|
|
|
1,157
|
|
||||
L Squared Capital Partners LLC
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
2% limited partnership interest (11)
|
|
|
|
|
|
|
|
1,692
|
|
|
1,692
|
|
||||
|
|
|
|
|
|
|
|
1,692
|
|
|
1,692
|
|
||||
ERS Acquisition Corp.
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash 2% PIK due 9/10/2018 (13)
|
|
9.25%
|
|
|
|
40,940
|
|
|
40,187
|
|
|
31,548
|
|
|||
|
|
|
|
|
|
|
|
40,187
|
|
|
31,548
|
|
||||
BeyondTrust Software, Inc.
|
|
|
|
Application software
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/25/2019 (13)
|
|
8.00%
|
|
|
|
29,929
|
|
|
29,152
|
|
|
29,814
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 9/25/2019 (10)(13)
|
|
8.00%
|
|
|
|
|
|
(79
|
)
|
|
—
|
|
||||
4,500,000 Class A membership interests in BeyondTrust Holdings LLC
|
|
|
|
|
|
|
|
4,500
|
|
|
5,525
|
|
||||
|
|
|
|
|
|
|
|
33,573
|
|
|
35,339
|
|
||||
Answers Corporation
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 10/3/2021 (13)
|
|
6.25%
|
|
|
|
4,925
|
|
|
4,906
|
|
|
2,659
|
|
|||
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 10/3/2022 (13)
|
|
10.00%
|
|
|
|
37,000
|
|
|
35,190
|
|
|
3,577
|
|
|||
|
|
|
|
|
|
|
|
40,096
|
|
|
6,236
|
|
||||
Idera, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 4/9/2021 (13)
|
|
6.50%
|
|
|
|
26,035
|
|
|
24,962
|
|
|
25,319
|
|
|||
|
|
|
|
|
|
|
|
24,962
|
|
|
25,319
|
|
||||
GOBP Holdings Inc.
|
|
|
|
Food retail
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/21/2022 (13)
|
|
9.25%
|
|
|
|
4,214
|
|
|
4,169
|
|
|
4,214
|
|
|||
|
|
|
|
|
|
|
|
4,169
|
|
|
4,214
|
|
||||
Kellermeyer Bergensons Services, LLC
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.50% (1% floor) cash due 4/29/2022 (13)
|
|
9.50%
|
|
|
|
6,105
|
|
|
5,864
|
|
|
5,800
|
|
|||
|
|
|
|
|
|
|
|
5,864
|
|
|
5,800
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
Dodge Data & Analytics LLC
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.75% (1% floor) cash due 10/31/2019 (13)
|
|
9.75%
|
|
|
|
$
|
7,623
|
|
|
$
|
7,623
|
|
|
$
|
7,719
|
|
500,000 Class A Common Units in Skyline Data, News and Analytics LLC
|
|
|
|
|
|
|
|
500
|
|
|
627
|
|
||||
|
|
|
|
|
|
|
|
8,123
|
|
|
8,346
|
|
||||
NAVEX Global, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.75% (1% floor) cash due 11/18/2022 (13)
|
|
9.75%
|
|
|
|
44,837
|
|
|
44,587
|
|
|
43,492
|
|
|||
|
|
|
|
|
|
|
|
44,587
|
|
|
43,492
|
|
||||
GTCR Valor Companies, Inc.
|
|
|
|
Advertising
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 6/16/2023 (13)
|
|
7.00%
|
|
|
|
12,219
|
|
|
11,751
|
|
|
11,689
|
|
|||
|
|
|
|
|
|
|
|
11,751
|
|
|
11,689
|
|
||||
Tecomet Inc.
|
|
|
|
Healthcare equipment
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 12/5/2022 (13)
|
|
9.50%
|
|
|
|
17,000
|
|
|
15,835
|
|
|
16,150
|
|
|||
|
|
|
|
|
|
|
|
15,835
|
|
|
16,150
|
|
||||
Metamorph US 3, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6.5% (1% floor) cash due 12/1/2020 (13)
|
|
7.50%
|
|
|
|
10,078
|
|
|
10,074
|
|
|
8,391
|
|
|||
First Lien Revolver, LIBOR+6.5% (1% floor) cash due 12/1/2020 (13)
|
|
7.50%
|
|
|
|
1,225
|
|
|
1,224
|
|
|
1,225
|
|
|||
|
|
|
|
|
|
|
|
11,298
|
|
|
9,616
|
|
||||
Schulman Associates Institutional Board Review, Inc.
|
|
|
|
Research & consulting services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8% (1% floor) cash due 6/3/2021 (13)
|
|
9.00%
|
|
|
|
17,000
|
|
|
17,000
|
|
|
17,333
|
|
|||
|
|
|
|
|
|
|
|
17,000
|
|
|
17,333
|
|
||||
Janrain, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
218,008 Common Stock Warrants (exercise price $1.3761) expiration date 12/5/2024
|
|
|
|
|
|
|
|
45
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
45
|
|
|
—
|
|
||||
TigerText, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9.75% (1% floor) cash due 12/8/2017 (13)
|
|
10.75%
|
|
|
|
5,000
|
|
|
4,977
|
|
|
4,854
|
|
|||
299,110 Series B Preferred Stock Warrants (exercise price $1.3373) expiration date 12/8/2024
|
|
|
|
|
|
|
|
60
|
|
|
268
|
|
||||
|
|
|
|
|
|
|
|
5,037
|
|
|
5,122
|
|
||||
Survey Sampling International, LLC
|
|
|
|
Research & consulting services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 12/16/2021 (13)
|
|
10.00%
|
|
|
|
18,700
|
|
|
18,422
|
|
|
18,326
|
|
|||
|
|
|
|
|
|
|
|
18,422
|
|
|
18,326
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
PSC Industrial Holdings Corp.
|
|
|
|
Diversified support services
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 12/3/2021 (13)
|
|
9.25%
|
|
|
|
$
|
7,000
|
|
|
$
|
6,800
|
|
|
$
|
6,615
|
|
|
|
|
|
|
|
|
|
6,800
|
|
|
6,615
|
|
||||
TIBCO Software, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+4% cash due 11/25/2020 (13)
|
|
4.00%
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
EOS Fitness Opco Holdings, LLC
|
|
|
|
Leisure facilities
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (13)
|
|
9.50%
|
|
|
|
3,832
|
|
|
3,832
|
|
|
3,734
|
|
|||
First Lien Revolver, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (13)
|
|
9.50%
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
487.5 Class A Preferred Units, 12%
|
|
|
|
|
|
|
|
488
|
|
|
446
|
|
||||
12,500 Class B Common Units
|
|
|
|
|
|
|
|
13
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
4,333
|
|
|
4,180
|
|
||||
TrialCard Incorporated
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+5.25% (1% floor) cash due 12/31/2019 (10)(13)
|
|
6.25%
|
|
|
|
|
|
(32
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
(32
|
)
|
|
—
|
|
||||
Motion Recruitment Partners LLC
|
|
|
|
Human resources & employment services
|
|
|
|
|
|
|
||||||
First Lien Revolver, LIBOR+6% (1% floor) cash due 2/13/2020 (10)(13)
|
|
7.00%
|
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
(6
|
)
|
|
—
|
|
||||
WeddingWire, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.5% (1% floor) cash due 2/20/2020 (13)
|
|
9.50%
|
|
|
|
26,984
|
|
|
26,984
|
|
|
27,247
|
|
|||
First Lien Revolver, LIBOR+8.5% (1% floor) cash due 2/20/2020 (13)
|
|
9.50%
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
483,645 Common Shares of WeddingWire, Inc.
|
|
|
|
|
|
|
|
1,200
|
|
|
1,044
|
|
||||
|
|
|
|
|
|
|
|
28,184
|
|
|
28,291
|
|
||||
xMatters, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
200,000 Common Stock Warrants (exercise price $1.78) expiration date 2/26/2025
|
|
|
|
|
|
|
|
709
|
|
|
347
|
|
||||
|
|
|
|
|
|
|
|
709
|
|
|
347
|
|
||||
Edge Fitness, LLC
|
|
|
|
Leisure facilities
|
|
|
|
|
|
|
||||||
Delayed Draw Term Loan, LIBOR+8.75% (1% floor) cash due 12/31/2019 (13)
|
|
9.75%
|
|
|
|
3,398
|
|
|
3,398
|
|
|
3,388
|
|
|||
|
|
|
|
|
|
|
|
3,398
|
|
|
3,388
|
|
||||
Golden State Medical Supply, Inc.
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
||||||
Mezzanine Term Loan, 10% cash 2.5% PIK due 4/24/2021
|
|
|
|
|
|
15,001
|
|
|
15,001
|
|
|
15,345
|
|
|||
|
|
|
|
|
|
|
|
15,001
|
|
|
15,345
|
|
||||
My Alarm Center, LLC
|
|
|
|
Security & alarm services
|
|
|
|
|
|
|
||||||
First Lien Term Loan D, LIBOR+8% (1% floor) cash due 1/9/2019 (13)
|
|
9.00%
|
|
|
|
1,505
|
|
|
1,505
|
|
|
1,484
|
|
|||
First Lien Term Revolver, PRIME+7.5% (1% floor) cash due 1/9/2019 (13)
|
|
11.00%
|
|
|
|
180
|
|
|
180
|
|
|
180
|
|
|||
|
|
|
|
|
|
|
|
1,685
|
|
|
1,664
|
|
||||
AirStrip Technologies, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+10% (1% floor) cash due 5/12/2018 (13)
|
|
11.00%
|
|
|
|
16,000
|
|
|
15,950
|
|
|
15,982
|
|
|||
22,858.71 Series C-1 Preferred Stock Warrants (exercise price $34.99757) expiration date 5/11/2025
|
|
|
|
|
|
|
|
90
|
|
|
66
|
|
||||
|
|
|
|
|
|
|
|
16,040
|
|
|
16,048
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
Legalzoom.com, Inc.
|
|
|
|
Specialized consumer services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 5/13/2020 (13)
|
|
8.00%
|
|
|
|
$
|
6,400
|
|
|
$
|
6,376
|
|
|
$
|
6,459
|
|
First Lien Revolver, LIBOR+7% (1% floor) cash due 5/13/2020 (10)(13)
|
|
8.00%
|
|
|
|
|
|
(7
|
)
|
|
—
|
|
||||
Delayed Draw Term Loan, LIBOR+7% (1% floor) cash due 5/13/2020 (13)
|
|
|
|
|
|
|
|
2,645
|
|
|
2,623
|
|
||||
|
|
|
|
|
|
|
|
9,014
|
|
|
9,082
|
|
||||
Access Medical Acquisition, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
Mezzanine Term Loan, 10% cash 2% PIK due 1/2/2022
|
|
|
|
|
|
12,476
|
|
|
12,476
|
|
|
12,728
|
|
|||
450,000 Shares of Class A Common Stock in CMG Holding Company, LLC
|
|
|
|
|
|
|
|
450
|
|
|
1,132
|
|
||||
|
|
|
|
|
|
|
|
12,926
|
|
|
13,860
|
|
||||
QuorumLabs, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
2,045,954 Common Stock Warrants (exercise price $0.0001) expiration date 7/8/2025
|
|
|
|
|
|
|
|
375
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
375
|
|
|
—
|
|
||||
Worley Claims Services, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 10/31/2020 (13)
|
|
9.00%
|
|
|
|
7,664
|
|
|
7,566
|
|
|
7,625
|
|
|||
|
|
|
|
|
|
|
|
7,566
|
|
|
7,625
|
|
||||
Poseidon Merger Sub, Inc.
|
|
|
|
Advertising
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 8/15/2023 (13)
|
|
9.50%
|
|
|
|
30,000
|
|
|
28,956
|
|
|
30,055
|
|
|||
|
|
|
|
|
|
|
|
28,956
|
|
|
30,055
|
|
||||
American Seafoods Group LLC
|
|
|
|
Food distributors
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 2/19/2022 (13)
|
|
10.00%
|
|
|
|
12,000
|
|
|
11,903
|
|
|
11,400
|
|
|||
|
|
|
|
|
|
|
|
11,903
|
|
|
11,400
|
|
||||
Valet Merger Sub, Inc.
|
|
|
|
Environmental & facilities services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/24/2021 (13)
|
|
8.00%
|
|
|
|
49,422
|
|
|
48,600
|
|
|
50,256
|
|
|||
First Lien Revolver, LIBOR+7% (1% floor) cash due 9/24/2021 (13)
|
|
8.00%
|
|
|
|
5,596
|
|
|
5,454
|
|
|
5,596
|
|
|||
|
|
|
|
|
|
|
|
54,054
|
|
|
55,852
|
|
||||
Swipely, Inc.
|
|
|
|
IT consulting & other services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.5% (1% floor) cash due 9/30/2019 (13)
|
|
9.50%
|
|
|
|
12,500
|
|
|
12,500
|
|
|
12,389
|
|
|||
252,119 Common Stock Warrants (exercise price $1.77) expiration date 9/30/2025
|
|
|
|
|
|
|
|
—
|
|
|
146
|
|
||||
|
|
|
|
|
|
|
|
12,500
|
|
|
12,535
|
|
||||
Baart Programs, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7.75% cash due 10/9/2021 (13)
|
|
8.42%
|
|
|
|
32,175
|
|
|
31,714
|
|
|
32,055
|
|
|||
First Lien Revolver, LIBOR+7.75% cash due 10/9/2021 (10)(13)
|
|
8.42%
|
|
|
|
|
|
(60
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
31,654
|
|
|
32,055
|
|
||||
Argon Medical Devices, Inc.
|
|
|
|
Healthcare equipment
|
|
|
|
|
|
|
||||||
Second Lien Term Loan, LIBOR+9.5% (1% floor) cash due 6/23/2022 (13)
|
|
10.50%
|
|
|
|
43,000
|
|
|
43,000
|
|
|
44,140
|
|
|||
|
|
|
|
|
|
|
|
43,000
|
|
|
44,140
|
|
||||
Lytx, Inc.
|
|
|
|
Research & consulting services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8.5% (1% floor) cash due 3/15/2023 (13)
|
|
9.50%
|
|
|
|
24,215
|
|
|
24,215
|
|
|
24,215
|
|
|||
3,500 Class A Units in Lytx Holdings, LLC
|
|
|
|
|
|
|
|
3,500
|
|
|
3,529
|
|
||||
|
|
|
|
|
|
|
|
27,715
|
|
|
27,744
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
Onvoy, LLC
|
|
|
|
Integrated telecommunication services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 4/29/2021 (13)
|
|
7.25%
|
|
|
|
$
|
14,813
|
|
|
$
|
14,533
|
|
|
$
|
14,773
|
|
|
|
|
|
|
|
|
|
14,533
|
|
|
14,773
|
|
||||
Accruent, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 5/16/2022 (13)
|
|
6.25%
|
|
|
|
4,988
|
|
|
4,941
|
|
|
4,997
|
|
|||
First Lien Revolver, LIBOR+5.25% (1% floor) cash due 5/16/2022 (10)(13)
|
|
6.25%
|
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
4,923
|
|
|
4,997
|
|
||||
4 Over International, LLC
|
|
|
|
Commercial printing
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 6/7/2022 (13)
|
|
7.00%
|
|
|
|
6,169
|
|
|
6,111
|
|
|
6,127
|
|
|||
First Lien Revolver, LIBOR+6% (1% floor) cash due 6/7/2021 (10)(13)
|
|
7.00%
|
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
6,090
|
|
|
6,127
|
|
||||
OBHG Management Services, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 6/28/2022 (13)
|
|
6.25%
|
|
|
|
14,863
|
|
|
14,858
|
|
|
14,820
|
|
|||
First Lien Revolver, LIBOR+5.25% (1% floor) cash due 6/28/2021 (10)(13)
|
|
6.25%
|
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
14,856
|
|
|
14,820
|
|
||||
Ping Identity Corporation
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+9.25% (1% floor) cash due 6/30/2021 (13)
|
|
10.25%
|
|
|
|
42,500
|
|
|
41,305
|
|
|
41,225
|
|
|||
First Lien Revolver, LIBOR+9.25% (1% floor) cash due 6/30/2021 (10)(13)
|
|
10.25%
|
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
41,235
|
|
|
41,225
|
|
||||
Ancile Solutions, Inc.
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 6/30/2021 (13)
|
|
8.00%
|
|
|
|
11,500
|
|
|
11,178
|
|
|
11,328
|
|
|||
|
|
|
|
|
|
|
|
11,178
|
|
|
11,328
|
|
||||
Ministry Brands, LLC
|
|
|
|
Internet software & services
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 11/20/2021 (13)
|
|
8.00%
|
|
|
|
19,874
|
|
|
19,683
|
|
|
19,675
|
|
|||
Delayed Draw Term Loan, LIBOR+7% (1% floor) cash due 11/20/2021 (10)(13)
|
|
8.00%
|
|
|
|
|
|
(143
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
19,540
|
|
|
19,675
|
|
||||
HSW RR, Inc.
|
|
|
|
Environmental & facilities services
|
|
|
|
|
|
|
||||||
First Lien Term Loan B, LIBOR+9% (1% floor) cash due 7/13/2020 (13)
|
|
10.00%
|
|
|
|
45,000
|
|
|
45,000
|
|
|
45,000
|
|
|||
|
|
|
|
|
|
|
|
45,000
|
|
|
45,000
|
|
||||
Sailpoint Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+8% (1% floor) cash due 8/16/2021 (13)
|
|
9.00%
|
|
Application software
|
|
15,000
|
|
|
14,710
|
|
|
14,700
|
|
|||
First Lien Revolver, LIBOR+8% (1% floor) cash due 8/16/2021 (10)(13)
|
|
9.00%
|
|
|
|
|
|
(19
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
14,691
|
|
|
14,700
|
|
||||
California Pizza Kitchen, Inc.
|
|
|
|
Restaurants
|
|
|
|
|
|
|
||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 8/23/2022 (13)
|
|
7.00%
|
|
|
|
5,000
|
|
|
4,951
|
|
|
4,985
|
|
|||
|
|
|
|
|
|
|
|
4,951
|
|
|
4,985
|
|
Portfolio Company/Type of Investment (1)(2)(5)(9)(14)(20)
|
|
Cash Interest Rate (13)
|
|
Industry
|
|
Principal (8)
|
|
Cost
|
|
Fair Value
|
||||||
Aptos, Inc.
|
|
|
|
Data processing & outsourced services
|
|
|
|
|
|
|
||||||
First Lien Term Loan B, LIBOR+6.75% (1% floor) cash due 9/1/2022 (13)
|
|
7.75%
|
|
|
|
$
|
5,500
|
|
|
$
|
5,390
|
|
|
$
|
5,445
|
|
|
|
|
|
|
|
|
|
5,390
|
|
|
5,445
|
|
||||
SPC Partners V, L.P.
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
||||||
0.39% limited partnership interest (11)
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Total Non-Control/Non-Affiliate Investments (152.1% of net assets)
|
|
|
|
|
|
|
|
$
|
1,792,410
|
|
|
$
|
1,737,455
|
|
||
Total Portfolio Investments (189.6% of net assets)
|
|
|
|
|
|
|
|
$
|
2,283,858
|
|
|
$
|
2,165,491
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||
JP Morgan Prime Money Market Fund
|
|
|
|
|
|
|
|
$
|
111,447
|
|
|
$
|
111,447
|
|
||
Other cash accounts
|
|
|
|
|
|
|
|
6,476
|
|
|
6,476
|
|
||||
Total Cash and Cash Equivalents (10.3% of net assets)
|
|
|
|
|
|
|
|
117,923
|
|
|
117,923
|
|
||||
Total Portfolio Investments, Cash and Cash Equivalents (199.9% of net assets)
|
|
|
|
|
|
|
|
$
|
2,401,781
|
|
|
$
|
2,283,414
|
|
(1)
|
All debt investments are income producing unless otherwise noted. All equity investments are non-income producing unless otherwise noted.
|
(2)
|
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition by geographic region.
|
(3)
|
Control Investments generally 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 generally 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 investments that are neither Control Investments nor Affiliate Investments.
|
(8)
|
Principal includes accumulated PIK interest and is net of repayments.
|
(9)
|
Interest rates may be adjusted from period to period on certain term loans and revolvers. These rate adjustments may be either 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.
|
(10)
|
Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis.
|
(11)
|
Investment is not a "qualifying asset" as defined under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2016, qualifying assets represented 85.8% of the Company's total assets and non-qualifying assets represented 14.2% of the Company's total assets.
|
(12)
|
The sale of a portion of this loan does not qualify for true sale accounting under ASC 860, and therefore, the entire debt investment remains in the Consolidated Schedule of Investments. Accordingly, the fair value of the Company's debt investments includes
$13.3 million
related to the Company's secured borrowings. (See Note 15 in the accompanying notes to the Consolidated Financial Statements.)
|
(13)
|
The interest rate on the principal balance outstanding for all floating rate loans is indexed to LIBOR and/or an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR or the alternate base rate based on each respective credit agreement and the cash interest rate as of period end.
|
(14)
|
With the exception of investments held by the Company’s wholly-owned subsidiaries that have each received a license from the SBA to operate as an SBIC, each of the Company's investments is pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
|
(15)
|
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement).
|
(16)
|
First Star Aviation, LLC, First Star Bermuda Aviation Limited and First Star Speir Aviation 1 Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with ASU 2013-08, the Company has deemed the holding companies to be investment companies under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly, the debt and equity investments in the wholly-owned holding companies are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
|
(17)
|
See Note 3 in the accompanying notes to the Consolidated Financial Statements for portfolio composition.
|
(18)
|
In March 2016, the Company restructured its investment in CCCG, LLC. As part of the restructuring, the Company exchanged cash and its debt securities for debt and equity securities in a newly restructured entity, Express Group Holdings LLC.
|
(19)
|
In April 2016, the Company
restructured its debt investment in Ameritox Ltd. As a part of the restructuring, the Company exchanged cash and its debt securities for debt and equity securities in the newly restructured entity.
|
(20)
|
As of September 30, 2016, all investments are categorized as level 3 within the fair value hierarchy established by ASC 820 and were valued using significant unobservable inputs.
|
•
|
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 Investment Adviser's valuation team in conjunction with the Investment Adviser's portfolio management team and investment professionals responsible for each portfolio investment;
|
•
|
Separately, independent valuation firms engaged by the Board of Directors prepare valuations of the Company's investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to the Company and provide such reports to the Investment Adviser and the Audit Committee of the Board of Directors;
|
•
|
The Investment Adviser compares and contrasts its preliminary valuations to the valuations of the independent valuation firms and prepares a valuation report for the Audit Committee of the Board of Directors;
|
•
|
The Audit Committee of the Board of Directors reviews the preliminary valuations with the Investment Adviser, and the Investment Adviser responds and supplements the preliminary valuations to reflect any discussions between the Investment Adviser and 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.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Investments in debt securities
|
|
$
|
1,426,301
|
|
|
$
|
1,296,138
|
|
|
$
|
1,960,581
|
|
|
$
|
1,845,808
|
|
Investments in equity securities
|
|
186,521
|
|
|
111,421
|
|
|
162,343
|
|
|
176,970
|
|
||||
Debt investments in SLF JV I
|
|
128,671
|
|
|
128,671
|
|
|
144,841
|
|
|
129,004
|
|
||||
Equity investment in SLF JV I
|
|
16,172
|
|
|
5,525
|
|
|
16,093
|
|
|
13,709
|
|
||||
Total
|
|
$
|
1,757,665
|
|
|
$
|
1,541,755
|
|
|
$
|
2,283,858
|
|
|
$
|
2,165,491
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||
|
|
Fair Value
|
|
% of Debt
Portfolio
|
|
Fair Value
|
|
% of Debt
Portfolio
|
||||||
Fixed rate debt securities
|
|
$
|
233,869
|
|
|
16.41
|
%
|
|
$
|
376,207
|
|
|
19.05
|
%
|
Floating rate debt securities, including debt investments in SLF JV I
|
|
1,190,940
|
|
|
83.59
|
|
|
1,598,605
|
|
|
80.95
|
|
||
Total
|
|
$
|
1,424,809
|
|
|
100.00
|
%
|
|
$
|
1,974,812
|
|
|
100.00
|
%
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at Net Asset Value (a)
|
|
Total
|
||||||||||
Investments in debt securities (senior secured)
|
|
$
|
—
|
|
|
$
|
142,257
|
|
|
$
|
1,060,442
|
|
|
$
|
—
|
|
|
$
|
1,202,699
|
|
Investments in debt securities (subordinated, including debt investments in SLF JV I)
|
|
—
|
|
|
41,778
|
|
|
180,331
|
|
|
—
|
|
|
222,109
|
|
|||||
Investments in equity securities (preferred)
|
|
—
|
|
|
—
|
|
|
16,445
|
|
|
—
|
|
|
16,445
|
|
|||||
Investments in equity securities (common, including LLC equity interests of SLF JV I)
|
|
—
|
|
|
—
|
|
|
69,164
|
|
|
31,338
|
|
|
100,502
|
|
|||||
Total investments at fair value
|
|
—
|
|
|
184,035
|
|
|
1,326,382
|
|
|
31,338
|
|
|
1,541,755
|
|
|||||
Cash and cash equivalents
|
|
53,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,018
|
|
|||||
Total assets at fair value
|
|
$
|
53,018
|
|
|
$
|
184,035
|
|
|
$
|
1,326,382
|
|
|
$
|
31,338
|
|
|
$
|
1,594,773
|
|
Secured borrowings relating to senior secured debt investments
|
|
—
|
|
|
—
|
|
|
13,256
|
|
|
—
|
|
|
13,256
|
|
|||||
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,256
|
|
|
$
|
—
|
|
|
$
|
13,256
|
|
(a)
|
In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at Net Asset Value (a)
|
|
Total
|
||||||||||
Investments in debt securities (senior secured)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,689,535
|
|
|
$
|
—
|
|
|
$
|
1,689,535
|
|
Investments in debt securities (subordinated, including debt investments in SLF JV I)
|
|
—
|
|
|
—
|
|
|
285,277
|
|
|
—
|
|
|
285,277
|
|
|||||
Investments in equity securities (preferred)
|
|
—
|
|
|
—
|
|
|
47,749
|
|
|
—
|
|
|
47,749
|
|
|||||
Investments in equity securities (common, including LLC equity interests of SLF JV I)
|
|
—
|
|
|
—
|
|
|
106,540
|
|
|
36,390
|
|
|
142,930
|
|
|||||
Total investments at fair value
|
|
—
|
|
|
—
|
|
|
2,129,101
|
|
|
36,390
|
|
|
2,165,491
|
|
|||||
Cash and cash equivalents
|
|
117,923
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,923
|
|
|||||
Total assets at fair value
|
|
$
|
117,923
|
|
|
$
|
—
|
|
|
$
|
2,129,101
|
|
|
$
|
36,390
|
|
|
$
|
2,283,414
|
|
Secured borrowings relating to senior secured debt investments
|
|
—
|
|
|
—
|
|
|
18,400
|
|
|
—
|
|
|
18,400
|
|
|||||
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,400
|
|
|
$
|
—
|
|
|
$
|
18,400
|
|
(a)
|
In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
|
|
|
Investments
|
|
Liabilities
|
||||||||||||||||||||
|
|
Senior Secured Debt
|
|
Subordinated
Debt (including debt investments in SLF JV I)
|
|
Preferred
Equity
|
|
Common
Equity
|
|
Total
|
|
Secured Borrowings
|
||||||||||||
Fair value as of September 30, 2016
|
|
$
|
1,689,535
|
|
|
$
|
285,277
|
|
|
$
|
47,749
|
|
|
$
|
106,540
|
|
|
$
|
2,129,101
|
|
|
$
|
18,400
|
|
New investments & net revolver activity
|
|
329,904
|
|
|
127,844
|
|
|
—
|
|
|
58,272
|
|
|
516,020
|
|
|
—
|
|
||||||
Redemptions/repayments/sales
|
|
(807,528
|
)
|
|
(227,711
|
)
|
|
(652
|
)
|
|
(37,264
|
)
|
|
(1,073,155
|
)
|
|
(5,440
|
)
|
||||||
Net accrual of PIK interest income
|
|
1,640
|
|
|
3,675
|
|
|
1,470
|
|
|
—
|
|
|
6,785
|
|
|
—
|
|
||||||
Accretion of OID
|
|
12,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,178
|
|
|
—
|
|
||||||
Net change in unearned income
|
|
150
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
||||||
Net unrealized appreciation (depreciation) on investments
|
|
(10,533
|
)
|
|
11,052
|
|
|
(25,170
|
)
|
|
(67,653
|
)
|
|
(92,304
|
)
|
|
—
|
|
||||||
Net unrealized appreciation on secured borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296
|
|
||||||
Realized loss on investments
|
|
(154,904
|
)
|
|
(19,842
|
)
|
|
(6,952
|
)
|
|
9,269
|
|
|
(172,429
|
)
|
|
—
|
|
||||||
Fair value as of September 30, 2017
|
|
$
|
1,060,442
|
|
|
$
|
180,331
|
|
|
$
|
16,445
|
|
|
$
|
69,164
|
|
|
$
|
1,326,382
|
|
|
$
|
13,256
|
|
Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held as of September 30, 2017 and reported within net unrealized appreciation (depreciation) on investments and net unrealized (appreciation) depreciation on secured borrowings in the Consolidated Statement of Operations for the year ended September 30, 2017
|
|
$
|
(101,985
|
)
|
|
$
|
(4,491
|
)
|
|
$
|
(15,049
|
)
|
|
$
|
(47,501
|
)
|
|
$
|
(169,026
|
)
|
|
$
|
296
|
|
|
|
Investments
|
|
Liabilities
|
||||||||||||||||||||
|
|
Senior Secured Debt
|
|
Subordinated
Debt (including subordinated notes of SLF JV I)
|
|
Preferred
Equity
|
|
Common
Equity (including LLC equity interests of SLF JV I)
|
|
Total
|
|
Secured Borrowings
|
||||||||||||
Fair value as of September 30, 2015
|
|
$
|
1,893,135
|
|
|
$
|
359,028
|
|
|
$
|
30,806
|
|
|
$
|
85,179
|
|
|
$
|
2,368,148
|
|
|
$
|
21,182
|
|
New investments & net revolver activity
|
|
737,729
|
|
|
14,962
|
|
|
22,073
|
|
|
35,367
|
|
|
810,131
|
|
|
—
|
|
||||||
Redemptions/repayments/sales
|
|
(822,881
|
)
|
|
(59,025
|
)
|
|
(761
|
)
|
|
(11,413
|
)
|
|
(894,080
|
)
|
|
(2,858
|
)
|
||||||
Net accrual of PIK interest income
|
|
6,254
|
|
|
3,449
|
|
|
2,249
|
|
|
—
|
|
|
11,952
|
|
|
—
|
|
||||||
Accretion of original issue discount
|
|
4,248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,248
|
|
|
—
|
|
||||||
Net change in unearned income
|
|
554
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
632
|
|
|
—
|
|
||||||
Net unrealized appreciation (depreciation) on investments
|
|
(51,112
|
)
|
|
9,946
|
|
|
(6,305
|
)
|
|
1,751
|
|
|
(45,720
|
)
|
|
—
|
|
||||||
Net unrealized appreciation on secured borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
||||||
Realized loss on investments
|
|
(78,392
|
)
|
|
(43,161
|
)
|
|
(313
|
)
|
|
(4,344
|
)
|
|
(126,210
|
)
|
|
—
|
|
||||||
Fair value as of September 30, 2016
|
|
$
|
1,689,535
|
|
|
$
|
285,277
|
|
|
$
|
47,749
|
|
|
$
|
106,540
|
|
|
$
|
2,129,101
|
|
|
$
|
18,400
|
|
Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held as of September 30, 2016 and reported within net unrealized depreciation on investments and net unrealized (appreciation) depreciation on secured borrowings in the Consolidated Statement of Operations for the year ended September 30, 2016
|
|
$
|
(111,957
|
)
|
|
$
|
(35,015
|
)
|
|
$
|
(1,492
|
)
|
|
$
|
829
|
|
|
$
|
(147,635
|
)
|
|
$
|
76
|
|
Asset
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
|
Weighted
Average (c)
|
|||||
Senior secured debt
|
|
$
|
632,835
|
|
|
Market yield technique
|
|
Capital structure premium
|
|
(a)
|
0.0%
|
-
|
2.0%
|
|
0.7%
|
|
|
|
|
|
|
Tranche specific risk premium/(discount)
|
|
(a)
|
(2.5)%
|
-
|
10.5%
|
|
2.9%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.0%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.2)%
|
-
|
2.6%
|
|
0.4%
|
||
|
|
58,815
|
|
|
Enterprise value technique
|
|
Revenue multiple
|
|
(b)
|
0.2x
|
-
|
0.6x
|
|
0.5x
|
|
|
|
107,313
|
|
|
Enterprise value technique
|
|
EBITDA multiple
|
|
(b)
|
0.1x
|
-
|
7.2x
|
|
4.6x
|
|
|
|
98,800
|
|
|
Transactions precedent technique
|
|
Transaction price
|
|
(d)
|
N/A
|
-
|
N/A
|
|
N/A
|
|
|
|
162,679
|
|
|
Market quotations
|
|
Broker quoted price
|
|
(e)
|
N/A
|
-
|
N/A
|
|
N/A
|
|
Subordinated debt
|
|
40,825
|
|
|
Market yield technique
|
|
Capital structure premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
|
|
|
|
|
|
|
Tranche specific risk premium
|
|
(a)
|
1.8%
|
-
|
5.9%
|
|
3.4%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(0.5)%
|
-
|
2.6%
|
|
0.6%
|
||
|
|
10,835
|
|
|
Enterprise value technique
|
|
EBITDA multiple
|
|
(b)
|
6.3x
|
-
|
7.0x
|
|
6.4x
|
|
SLF JV I debt investments
|
|
128,671
|
|
|
Enterprise value technique
|
|
N/A
|
|
(f)
|
N/A
|
-
|
N/A
|
|
N/A
|
|
Preferred & common equity
|
|
85,609
|
|
|
Enterprise value technique
|
|
EBITDA multiple
|
|
(b)
|
0.1x
|
-
|
15.6x
|
|
6.8x
|
|
|
|
|
|
|
|
Revenue multiple
|
|
(b)
|
0.9x
|
|
10.9x
|
|
2.7x
|
||
Total
|
|
$
|
1,326,382
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured borrowings
|
|
13,256
|
|
|
Market yield technique
|
|
Tranche specific risk premium (discount)
|
|
(a)
|
(2.0)%
|
-
|
6.5%
|
|
5.7%
|
|
|
|
|
|
|
|
Size premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
||
|
|
|
|
|
|
Industry premium
|
|
(a)
|
0.2%
|
-
|
0.2%
|
|
0.2%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total
|
|
$
|
13,256
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Used when market participant would take into account this premium or discount when pricing the investment or secured borrowings.
|
(b)
|
Used when market participant would use such multiples when pricing the investment.
|
(c)
|
Weighted averages are calculated based on fair value of investments or secured borrowings.
|
(d)
|
Used when there is an observable transaction or pending event for the investment.
|
(e)
|
The Company generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by the Audit Committee of the Company's Board of Directors in conjunction with additional information compiled by the Investment Adviser, including financial performance, recent business developments and various other factors.
|
(f)
|
The Company determined the value based on the total assets less the total liabilities senior to the mezzanine notes held at SLF JV I under the enterprise value technique.
|
Asset
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
|
|
Weighted
Average (c)
|
|||||
Senior secured debt
|
|
$
|
1,096,434
|
|
|
Market yield technique
|
|
Capital structure premium
|
|
(a)
|
0.0%
|
-
|
2.0%
|
|
0.8%
|
|
|
|
|
|
|
Tranche specific risk premium/(discount)
|
|
(a)
|
(4.5)%
|
-
|
8.0%
|
|
1.2%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.1%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.9)%
|
-
|
5.4%
|
|
(0.1)%
|
||
|
|
107,745
|
|
|
Enterprise value technique
|
|
Weighted average cost of capital
|
|
|
16.0%
|
-
|
35.0%
|
|
20.5%
|
|
|
|
|
|
|
|
Company specific risk premium
|
|
(a)
|
1.0%
|
-
|
20.0%
|
|
2.5%
|
||
|
|
|
|
|
|
Revenue growth rate
|
|
|
(19.6)%
|
-
|
32.0%
|
|
(10.2)%
|
||
|
|
|
|
|
|
EBITDA multiple
|
|
(b)
|
6.7x
|
-
|
6.7x
|
|
6.7x
|
||
|
|
|
|
|
|
Revenue multiple
|
|
(b)
|
0.7x
|
|
0.7x
|
|
0.7x
|
||
|
|
206,141
|
|
|
Transactions precedent technique
|
|
Transaction price
|
|
(d)
|
N/A
|
-
|
N/A
|
|
N/A
|
|
|
|
279,215
|
|
|
Market quotations
|
|
Broker quoted price
|
|
(e)
|
N/A
|
-
|
N/A
|
|
N/A
|
|
Subordinated debt
|
|
142,691
|
|
|
Market yield technique
|
|
Capital structure premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
|
|
|
|
|
|
|
Tranche specific risk premium/(discount)
|
|
(a)
|
1.0%
|
-
|
4.0%
|
|
2.8%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
0.5%
|
-
|
2.0%
|
|
1.0%
|
||
|
|
|
|
|
|
Industry premium/(discount)
|
|
(a)
|
(1.3)%
|
-
|
1.1%
|
|
0.1%
|
||
|
|
13,582
|
|
|
Enterprise value technique
|
|
Weighted average cost of capital
|
|
|
19.0%
|
-
|
23.0%
|
|
20.0%
|
|
|
|
|
|
|
|
Company specific risk premium
|
|
(a)
|
2.0%
|
-
|
15.0%
|
|
5.2%
|
||
|
|
|
|
|
|
Revenue growth rate
|
|
|
(2.9)%
|
-
|
(2.9)%
|
|
(2.9)%
|
||
|
|
|
|
|
|
Revenue multiple
|
|
(b)
|
1.4x
|
-
|
1.4x
|
|
1.4x
|
||
SLF JV I debt investments
|
|
129,004
|
|
|
Market yield technique
|
|
Capital structure premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
|
|
|
|
|
|
|
Tranche specific risk discount
|
|
(a)
|
(1.2)%
|
-
|
(1.2)%
|
|
(1.2)%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
||
|
|
|
|
|
|
Industry premium
|
|
(a)
|
1.9%
|
-
|
1.9%
|
|
1.9%
|
||
Preferred & common equity
|
|
154,289
|
|
|
Enterprise value technique
|
|
Weighted average cost of capital
|
|
|
9.0%
|
-
|
35.0%
|
|
15.6%
|
|
|
|
|
|
|
|
Company specific risk premium
|
|
(a)
|
1.0%
|
-
|
20.0%
|
|
2.2%
|
||
|
|
|
|
|
|
Revenue growth rate
|
|
|
0.9%
|
-
|
156.0%
|
|
32.5%
|
||
|
|
|
|
|
|
EBITDA multiple
|
|
(b)
|
1.0x
|
-
|
18.0x
|
|
8.5x
|
||
|
|
|
|
|
|
Revenue multiple
|
|
(b)
|
0.7x
|
|
15.9x
|
|
8.1x
|
||
Total
|
|
$
|
2,129,101
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured borrowings
|
|
$
|
18,400
|
|
|
Market yield technique
|
|
Capital structure premium
|
|
(a)
|
0.0%
|
-
|
1.0%
|
|
0.8%
|
|
|
|
|
|
|
Tranche specific risk discount
|
|
(a)
|
(4.5)%
|
-
|
(0.5)%
|
|
(1.2)%
|
||
|
|
|
|
|
|
Size premium
|
|
(a)
|
2.0%
|
-
|
2.0%
|
|
2.0%
|
||
|
|
|
|
|
|
Industry premium
|
|
(a)
|
1.0%
|
-
|
1.0%
|
|
1.0%
|
||
Total
|
|
$
|
18,400
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Used when market participant would take into account this premium or discount when pricing the investment or secured borrowings.
|
(b)
|
Used when market participant would use such multiples when pricing the investment.
|
(c)
|
Weighted averages are calculated based on fair value of investments or secured borrowings.
|
(d)
|
Used when there is an observable transaction or pending event for the investment.
|
(e)
|
The Company generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by the Audit Committee of the Company's Board of Directors in conjunction with additional information compiled by the Company, including financial performance, recent business developments and various other factors.
|
|
|
Carrying
Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Credit facilities payable
|
|
$
|
255,995
|
|
|
$
|
255,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255,995
|
|
Unsecured notes payable (net of unamortized financing costs)
|
|
406,115
|
|
|
414,067
|
|
|
—
|
|
|
163,517
|
|
|
250,550
|
|
|||||
Total
|
|
$
|
662,110
|
|
|
$
|
670,062
|
|
|
$
|
—
|
|
|
$
|
163,517
|
|
|
$
|
506,545
|
|
|
|
Carrying
Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Credit facilities payable
|
|
$
|
516,295
|
|
|
$
|
516,295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
516,295
|
|
SBA debentures payable (net of unamortized financing costs)
|
|
210,011
|
|
|
198,536
|
|
|
—
|
|
|
—
|
|
|
198,536
|
|
|||||
Unsecured notes payable (net of unamortized financing costs)
|
|
404,630
|
|
|
422,307
|
|
|
—
|
|
|
165,444
|
|
|
256,863
|
|
|||||
Total
|
|
$
|
1,130,936
|
|
|
$
|
1,137,138
|
|
|
$
|
—
|
|
|
$
|
165,444
|
|
|
$
|
971,694
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||
Cost:
|
|
|
|
% of Total Investments
|
|
|
|
% of Total Investments
|
||||||
Senior secured debt
|
|
$
|
1,313,432
|
|
|
74.73
|
%
|
|
$
|
1,789,532
|
|
|
78.36
|
%
|
Subordinated debt
|
|
112,869
|
|
|
6.42
|
|
|
171,049
|
|
|
7.49
|
|
||
Debt investments in SLF JV I
|
|
128,671
|
|
|
7.32
|
|
|
144,841
|
|
|
6.34
|
|
||
LLC equity interests of SLF JV I
|
|
16,172
|
|
|
0.92
|
|
|
16,093
|
|
|
0.70
|
|
||
Purchased equity
|
|
112,558
|
|
|
6.40
|
|
|
82,516
|
|
|
3.61
|
|
||
Equity grants
|
|
48,805
|
|
|
2.78
|
|
|
54,702
|
|
|
2.40
|
|
||
Limited partnership interests
|
|
25,158
|
|
|
1.43
|
|
|
25,125
|
|
|
1.10
|
|
||
Total
|
|
$
|
1,757,665
|
|
|
100.00
|
%
|
|
$
|
2,283,858
|
|
|
100.00
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||
Fair Value:
|
|
|
|
% of Total Investments
|
|
% of Total Net Assets
|
|
|
|
% of Total Investments
|
|
% of Total Net Assets
|
||||||||
Senior secured debt
|
|
$
|
1,202,699
|
|
|
78.01
|
%
|
|
138.61
|
%
|
|
$
|
1,689,535
|
|
|
78.02
|
%
|
|
147.91
|
%
|
Subordinated debt
|
|
93,438
|
|
|
6.06
|
|
|
10.77
|
|
|
156,273
|
|
|
7.22
|
|
|
13.68
|
|
||
Debt investments in SLF JV I
|
|
128,671
|
|
|
8.35
|
|
|
14.83
|
|
|
129,004
|
|
|
5.96
|
|
|
11.29
|
|
||
LLC equity interests of SLF JV I
|
|
5,525
|
|
|
0.36
|
|
|
0.64
|
|
|
13,709
|
|
|
0.63
|
|
|
1.20
|
|
||
Purchased equity
|
|
78,655
|
|
|
5.10
|
|
|
9.07
|
|
|
114,047
|
|
|
5.27
|
|
|
9.98
|
|
||
Equity grants
|
|
6,954
|
|
|
0.45
|
|
|
0.80
|
|
|
40,241
|
|
|
1.86
|
|
|
3.52
|
|
||
Limited partnership interests
|
|
25,813
|
|
|
1.67
|
|
|
2.97
|
|
|
22,682
|
|
|
1.04
|
|
|
1.99
|
|
||
Total
|
|
$
|
1,541,755
|
|
|
100.00
|
%
|
|
177.69
|
%
|
|
$
|
2,165,491
|
|
|
100.00
|
%
|
|
189.57
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||
Cost:
|
|
|
|
% of Total Investments
|
|
|
|
% of Total Investments
|
||||||
Northeast U.S.
|
|
$
|
648,105
|
|
|
36.87
|
%
|
|
$
|
660,616
|
|
|
28.92
|
%
|
West U.S.
|
|
328,673
|
|
|
18.70
|
|
|
470,700
|
|
|
20.61
|
|
||
Southwest U.S.
|
|
271,484
|
|
|
15.45
|
|
|
416,060
|
|
|
18.22
|
|
||
Midwest U.S.
|
|
258,895
|
|
|
14.73
|
|
|
320,368
|
|
|
14.03
|
|
||
Southeast U.S.
|
|
176,460
|
|
|
10.04
|
|
|
308,770
|
|
|
13.52
|
|
||
International
|
|
62,649
|
|
|
3.56
|
|
|
107,344
|
|
|
4.70
|
|
||
Northwest U.S.
|
|
11,399
|
|
|
0.65
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
1,757,665
|
|
|
100.00
|
%
|
|
$
|
2,283,858
|
|
|
100.00
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||
Fair Value:
|
|
|
|
% of Total Investments
|
|
% of Total Net Assets
|
|
|
|
% of Total Investments
|
|
% of Total Net Assets
|
||||||||
Northeast U.S.
|
|
$
|
539,803
|
|
|
35.01
|
%
|
|
62.22
|
%
|
|
$
|
607,240
|
|
|
28.03
|
%
|
|
53.15
|
%
|
West U.S.
|
|
297,716
|
|
|
19.31
|
|
|
34.31
|
%
|
|
452,078
|
|
|
20.88
|
|
|
39.58
|
%
|
||
Southwest U.S.
|
|
224,233
|
|
|
14.54
|
|
|
25.84
|
%
|
|
406,307
|
|
|
18.76
|
|
|
28.32
|
%
|
||
Midwest U.S.
|
|
224,111
|
|
|
14.54
|
|
|
25.83
|
%
|
|
263,434
|
|
|
12.17
|
|
|
23.06
|
%
|
||
Southeast U.S.
|
|
179,460
|
|
|
11.64
|
|
|
20.68
|
%
|
|
323,481
|
|
|
14.94
|
|
|
35.57
|
%
|
||
International
|
|
64,780
|
|
|
4.20
|
|
|
7.47
|
%
|
|
112,951
|
|
|
5.22
|
|
|
9.89
|
%
|
||
Northwest U.S.
|
|
11,652
|
|
|
0.76
|
|
|
1.34
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
1,541,755
|
|
|
100.00
|
%
|
|
177.69
|
%
|
|
$
|
2,165,491
|
|
|
100.00
|
%
|
|
189.57
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||
Cost:
|
|
|
|
% of Total Investments
|
|
|
|
% of Total Investments
|
||||||
Internet software & services
|
|
$
|
270,192
|
|
|
15.37
|
%
|
|
$
|
361,396
|
|
|
15.80
|
%
|
Healthcare services
|
|
210,527
|
|
|
11.98
|
|
|
379,250
|
|
|
16.60
|
|
||
Multi-sector holdings (1)
|
|
173,427
|
|
|
9.87
|
|
|
178,113
|
|
|
7.80
|
|
||
Healthcare equipment
|
|
99,614
|
|
|
5.67
|
|
|
119,705
|
|
|
5.24
|
|
||
Advertising
|
|
84,720
|
|
|
4.82
|
|
|
170,517
|
|
|
7.47
|
|
||
Data processing & outsourced services
|
|
77,673
|
|
|
4.42
|
|
|
83,988
|
|
|
3.68
|
|
||
Construction & engineering
|
|
67,879
|
|
|
3.86
|
|
|
66,337
|
|
|
2.90
|
|
||
Pharmaceuticals
|
|
60,810
|
|
|
3.46
|
|
|
59,521
|
|
|
2.61
|
|
||
Specialty stores
|
|
58,530
|
|
|
3.33
|
|
|
46,618
|
|
|
2.04
|
|
||
Airlines
|
|
57,602
|
|
|
3.28
|
|
|
71,067
|
|
|
3.11
|
|
||
Application software
|
|
51,444
|
|
|
2.93
|
|
|
48,581
|
|
|
2.13
|
|
||
Education services
|
|
50,013
|
|
|
2.85
|
|
|
23,568
|
|
|
1.03
|
|
||
Environmental & facilities services
|
|
49,902
|
|
|
2.84
|
|
|
99,054
|
|
|
4.34
|
|
||
Research & consulting services
|
|
37,952
|
|
|
2.16
|
|
|
63,137
|
|
|
2.76
|
|
||
Air freight and logistics
|
|
32,530
|
|
|
1.85
|
|
|
31,657
|
|
|
1.39
|
|
||
Leisure facilities
|
|
30,931
|
|
|
1.76
|
|
|
33,981
|
|
|
1.49
|
|
||
Integrated telecommunication services
|
|
30,840
|
|
|
1.75
|
|
|
56,343
|
|
|
2.47
|
|
||
Housewares & specialties
|
|
29,852
|
|
|
1.70
|
|
|
—
|
|
|
—
|
|
||
Oil & gas equipment services
|
|
27,598
|
|
|
1.57
|
|
|
45,646
|
|
|
2.00
|
|
||
Casinos & gaming
|
|
23,309
|
|
|
1.33
|
|
|
—
|
|
|
—
|
|
||
Consumer electronics
|
|
23,176
|
|
|
1.32
|
|
|
24,870
|
|
|
1.09
|
|
||
Home improvement retail
|
|
22,944
|
|
|
1.31
|
|
|
24,352
|
|
|
1.07
|
|
||
Diversified support services
|
|
22,724
|
|
|
1.29
|
|
|
85,144
|
|
|
3.73
|
|
||
Auto parts & equipment
|
|
21,191
|
|
|
1.21
|
|
|
16,643
|
|
|
0.73
|
|
||
Industrial machinery
|
|
15,074
|
|
|
0.86
|
|
|
46,517
|
|
|
2.04
|
|
||
Distributors
|
|
14,963
|
|
|
0.85
|
|
|
—
|
|
|
—
|
|
||
Security & alarm services
|
|
13,214
|
|
|
0.75
|
|
|
13,520
|
|
|
0.59
|
|
||
Real Estate Services
|
|
13,011
|
|
|
0.74
|
|
|
—
|
|
|
—
|
|
||
Other diversified financial services
|
|
12,079
|
|
|
0.69
|
|
|
14,794
|
|
|
0.65
|
|
||
Hypermarkets & super centers
|
|
11,979
|
|
|
0.68
|
|
|
—
|
|
|
—
|
|
||
Precious metals & minerals
|
|
7,459
|
|
|
0.42
|
|
|
—
|
|
|
—
|
|
||
Thrift & mortgage finance
|
|
7,240
|
|
|
0.41
|
|
|
7,946
|
|
|
0.35
|
|
||
Trucking
|
|
7,081
|
|
|
0.40
|
|
|
—
|
|
|
—
|
|
||
Computer & electronics retail
|
|
6,399
|
|
|
0.36
|
|
|
—
|
|
|
—
|
|
||
Multi-utilities
|
|
6,201
|
|
|
0.35
|
|
|
—
|
|
|
—
|
|
||
Commercial printing
|
|
5,983
|
|
|
0.34
|
|
|
6,090
|
|
|
0.27
|
|
||
Apparel, accessories & luxury goods
|
|
5,165
|
|
|
0.29
|
|
|
15,694
|
|
|
0.69
|
|
||
Restaurants
|
|
4,910
|
|
|
0.28
|
|
|
4,951
|
|
|
0.22
|
|
||
Food retail
|
|
4,176
|
|
|
0.24
|
|
|
4,169
|
|
|
0.18
|
|
||
IT consulting & other services
|
|
4,127
|
|
|
0.23
|
|
|
51,868
|
|
|
2.27
|
|
||
Specialized finance
|
|
3,224
|
|
|
0.18
|
|
|
—
|
|
|
—
|
|
||
Food distributors
|
|
—
|
|
|
—
|
|
|
11,903
|
|
|
0.52
|
|
||
Specialized consumer services
|
|
—
|
|
|
—
|
|
|
9,014
|
|
|
0.39
|
|
||
Healthcare technology
|
|
—
|
|
|
—
|
|
|
7,904
|
|
|
0.35
|
|
||
Total
|
|
$
|
1,757,665
|
|
|
100.00
|
%
|
|
$
|
2,283,858
|
|
|
100.00
|
%
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||
Fair Value:
|
|
|
|
% of Total Investments
|
|
% of Total Net Assets
|
|
|
|
% of Total Investments
|
|
% of Total Net Assets
|
||||||||
Internet software & services
|
|
$
|
265,076
|
|
|
17.20
|
%
|
|
30.56
|
%
|
|
$
|
326,665
|
|
|
15.09
|
%
|
|
28.56
|
%
|
Multi-sector holdings (1)
|
|
164,511
|
|
|
10.67
|
|
|
18.96
|
|
|
159,549
|
|
|
7.37
|
|
|
13.97
|
|
||
Healthcare services
|
|
93,912
|
|
|
6.09
|
|
|
10.82
|
|
|
360,937
|
|
|
16.64
|
|
|
31.60
|
|
||
Advertising
|
|
83,648
|
|
|
5.43
|
|
|
9.64
|
|
|
149,337
|
|
|
6.90
|
|
|
13.07
|
|
||
Healthcare equipment
|
|
72,922
|
|
|
4.73
|
|
|
8.40
|
|
|
120,827
|
|
|
5.58
|
|
|
10.58
|
|
||
Data processing & outsourced services
|
|
68,314
|
|
|
4.43
|
|
|
7.87
|
|
|
80,435
|
|
|
3.71
|
|
|
7.04
|
|
||
Pharmaceuticals
|
|
62,770
|
|
|
4.07
|
|
|
7.23
|
|
|
60,517
|
|
|
2.79
|
|
|
5.30
|
|
||
Airlines
|
|
59,511
|
|
|
3.86
|
|
|
6.86
|
|
|
77,046
|
|
|
3.56
|
|
|
6.74
|
|
||
Specialty stores
|
|
56,867
|
|
|
3.69
|
|
|
6.55
|
|
|
45,233
|
|
|
2.09
|
|
|
3.96
|
|
||
Application software
|
|
53,905
|
|
|
3.50
|
|
|
6.21
|
|
|
50,799
|
|
|
2.35
|
|
|
4.45
|
|
||
Environmental & facilities services
|
|
50,659
|
|
|
3.29
|
|
|
5.84
|
|
|
100,852
|
|
|
4.66
|
|
|
8.83
|
|
||
Construction & engineering
|
|
50,269
|
|
|
3.26
|
|
|
5.79
|
|
|
62,740
|
|
|
2.90
|
|
|
5.49
|
|
||
Research & consulting services
|
|
38,531
|
|
|
2.50
|
|
|
4.44
|
|
|
63,404
|
|
|
2.93
|
|
|
5.55
|
|
||
Education services
|
|
38,254
|
|
|
2.48
|
|
|
4.41
|
|
|
19,745
|
|
|
0.91
|
|
|
1.73
|
|
||
Leisure facilities
|
|
32,591
|
|
|
2.11
|
|
|
3.76
|
|
|
34,486
|
|
|
1.59
|
|
|
3.02
|
|
||
Integrated telecommunication services
|
|
31,358
|
|
|
2.03
|
|
|
3.61
|
|
|
53,092
|
|
|
2.45
|
|
|
4.65
|
|
||
Housewares & specialties
|
|
29,775
|
|
|
1.93
|
|
|
3.43
|
|
|
—
|
|
|
0.00
|
|
|
—
|
|
||
Oil & gas equipment services
|
|
28,347
|
|
|
1.84
|
|
|
3.27
|
|
|
16,783
|
|
|
0.78
|
|
|
1.47
|
|
||
Home improvement retail
|
|
24,784
|
|
|
1.61
|
|
|
2.86
|
|
|
26,141
|
|
|
1.21
|
|
|
2.29
|
|
||
Consumer electronics
|
|
24,066
|
|
|
1.56
|
|
|
2.77
|
|
|
25,180
|
|
|
1.16
|
|
|
2.20
|
|
||
Casinos & gaming
|
|
23,495
|
|
|
1.52
|
|
|
2.71
|
|
|
—
|
|
|
0.00
|
|
|
—
|
|
||
Diversified support services
|
|
22,554
|
|
|
1.46
|
|
|
2.60
|
|
|
75,720
|
|
|
3.50
|
|
|
6.63
|
|
||
Auto parts & equipment
|
|
21,715
|
|
|
1.41
|
|
|
2.50
|
|
|
18,688
|
|
|
0.86
|
|
|
1.64
|
|
||
Industrial machinery
|
|
15,004
|
|
|
0.97
|
|
|
1.73
|
|
|
51,581
|
|
|
2.38
|
|
|
4.52
|
|
||
Distributors
|
|
14,829
|
|
|
0.96
|
|
|
1.71
|
|
|
—
|
|
|
0.00
|
|
|
—
|
|
||
Security & alarm services
|
|
13,103
|
|
|
0.85
|
|
|
1.51
|
|
|
13,776
|
|
|
0.64
|
|
|
1.21
|
|
||
Real Estate Services
|
|
13,014
|
|
|
0.84
|
|
|
1.50
|
|
|
—
|
|
|
0.00
|
|
|
—
|
|
||
Other diversified financial services
|
|
11,646
|
|
|
0.76
|
|
|
1.34
|
|
|
14,777
|
|
|
0.68
|
|
|
1.29
|
|
||
Hypermarkets & super centers
|
|
11,504
|
|
|
0.75
|
|
|
1.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Precious metals & minerals
|
|
7,464
|
|
|
0.48
|
|
|
0.86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Trucking
|
|
7,106
|
|
|
0.46
|
|
|
0.82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Computer & electronics retail
|
|
6,498
|
|
|
0.42
|
|
|
0.75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Multi-utilities
|
|
6,255
|
|
|
0.41
|
|
|
0.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Thrift & mortgage finance
|
|
6,129
|
|
|
0.40
|
|
|
0.71
|
|
|
5,846
|
|
|
0.27
|
|
|
0.51
|
|
||
Commercial printing
|
|
6,045
|
|
|
0.39
|
|
|
0.70
|
|
|
6,127
|
|
|
0.28
|
|
|
0.54
|
|
||
Leisure products
|
|
5,900
|
|
|
0.38
|
|
|
0.68
|
|
|
34,981
|
|
|
1.62
|
|
|
3.06
|
|
||
Restaurants
|
|
4,917
|
|
|
0.32
|
|
|
0.57
|
|
|
4,985
|
|
|
0.23
|
|
|
0.44
|
|
||
Food retail
|
|
4,251
|
|
|
0.28
|
|
|
0.49
|
|
|
4,214
|
|
|
0.19
|
|
|
0.37
|
|
||
IT consulting & other services
|
|
3,927
|
|
|
0.25
|
|
|
0.45
|
|
|
51,460
|
|
|
2.38
|
|
|
4.51
|
|
||
Specialized finance
|
|
3,278
|
|
|
0.21
|
|
|
0.38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Air freight and logistics
|
|
1,810
|
|
|
0.12
|
|
|
0.21
|
|
|
7,046
|
|
|
0.33
|
|
|
0.62
|
|
||
Apparel, accessories & luxury goods
|
|
1,241
|
|
|
0.08
|
|
|
0.14
|
|
|
14,620
|
|
|
0.68
|
|
|
1.28
|
|
||
Food distributors
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,400
|
|
|
0.53
|
|
|
1.00
|
|
||
Specialized consumer services
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,082
|
|
|
0.42
|
|
|
0.80
|
|
||
Healthcare technology
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,420
|
|
|
0.34
|
|
|
0.65
|
|
||
Total
|
|
$
|
1,541,755
|
|
|
100.00
|
%
|
|
177.69
|
%
|
|
$
|
2,165,491
|
|
|
100.00
|
%
|
|
189.57
|
%
|
(1)
|
This industry includes the Company's investment in SLF JV I.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
Senior secured loans (1)
|
|
$245,063
|
|
$324,406
|
Weighted average interest rate on senior secured loans (2)
|
|
7.70%
|
|
7.84%
|
Number of borrowers in SLF JV I
|
|
32
|
|
37
|
Largest exposure to a single borrower (1)
|
|
$18,374
|
|
$19,775
|
Total of five largest loan exposures to borrowers (1)
|
|
$82,728
|
|
$93,926
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate(1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
AdVenture Interactive, Corp. (3)
|
|
Advertising
|
|
927 Common Stock Shares
|
|
|
|
|
|
|
|
|
|
$
|
1,088
|
|
|
$
|
1,412
|
|
|||
Allied Universal Holdco LLC (3)
|
|
Security & alarm services
|
|
First Lien
|
|
7/28/2022
|
|
LIBOR+3.75% (1% floor)
|
|
5.08
|
%
|
|
$
|
6,982
|
|
|
7,040
|
|
|
6,976
|
|
||
Ameritox Ltd. (3)(5)
|
|
Healthcare services
|
|
First Lien
|
|
4/11/2021
|
|
LIBOR+5% (1% floor) 3% PIK
|
|
6.33
|
%
|
|
5,759
|
|
|
5,638
|
|
|
668
|
|
|||
|
|
|
|
301,913.06 Class B Preferred Units
|
|
|
|
|
|
|
|
|
|
302
|
|
|
—
|
|
|||||
|
|
|
|
928.96 Class A Common Units
|
|
|
|
|
|
|
|
|
|
5,474
|
|
|
—
|
|
|||||
Total Ameritox, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
5,759
|
|
|
11,414
|
|
|
668
|
|
||||
BeyondTrust Software, Inc. (3)
|
|
Application software
|
|
First Lien
|
|
9/25/2019
|
|
LIBOR+7% (1% floor)
|
|
8.33
|
%
|
|
15,330
|
|
|
15,231
|
|
|
15,329
|
|
|||
BJ's Wholesale Club, Inc. (3)
|
|
Hypermarkets & super centers
|
|
First Lien
|
|
1/26/2024
|
|
LIBOR+3.75% (1% floor)
|
|
4.99
|
%
|
|
4,988
|
|
|
4,993
|
|
|
4,793
|
|
|||
Compuware Corporation
|
|
Internet software & services
|
|
First Lien B3
|
|
12/15/2021
|
|
LIBOR+4.25% (1% floor)
|
|
5.49
|
%
|
|
11,154
|
|
|
11,041
|
|
|
11,293
|
|
|||
DFT Intermediate LLC (3)
|
|
Specialized finance
|
|
First Lien
|
|
3/1/2023
|
|
LIBOR+5.5% (1% floor)
|
|
6.74
|
%
|
|
10,723
|
|
|
10,474
|
|
|
10,652
|
|
|||
Digital River, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
2/12/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.82
|
%
|
|
4,524
|
|
|
4,541
|
|
|
4,546
|
|
|||
Dodge Data & Analytics LLC (3)
|
|
Data processing & outsourced services
|
|
First Lien
|
|
10/31/2019
|
|
LIBOR+8.75% (1% floor)
|
|
10.13
|
%
|
|
9,339
|
|
|
9,372
|
|
|
8,744
|
|
|||
DTZ U.S. Borrower, LLC (3)
|
|
Real estate services
|
|
First Lien
|
|
11/4/2021
|
|
LIBOR+3.25% (1% floor)
|
|
4.57
|
%
|
|
6,964
|
|
|
6,998
|
|
|
6,990
|
|
|||
Edge Fitness, LLC
|
|
Leisure facilities
|
|
First Lien
|
|
12/31/2019
|
|
LIBOR+7.75% (1% floor)
|
|
9.05
|
%
|
|
10,600
|
|
|
10,602
|
|
|
10,600
|
|
|||
EOS Fitness Opco Holdings, LLC (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/30/2019
|
|
LIBOR+8.75% (0.75% floor)
|
|
9.99
|
%
|
|
18,374
|
|
|
18,182
|
|
|
18,557
|
|
|||
Everi Payments Inc.(3)
|
|
Casinos & gaming
|
|
First Lien
|
|
5/9/2024
|
|
LIBOR+4.5% (1% floor)
|
|
5.74
|
%
|
|
4,988
|
|
|
4,964
|
|
|
5,039
|
|
|||
Falmouth Group Holdings Corp.
|
|
Specialty chemicals
|
|
First Lien
|
|
12/13/2021
|
|
LIBOR+6.75% (1% floor)
|
|
8.08
|
%
|
|
4,610
|
|
|
4,578
|
|
|
4,610
|
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate(1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
Garretson Resolution Group, Inc.
|
|
Diversified support services
|
|
First Lien
|
|
5/22/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.83
|
%
|
|
5,836
|
|
|
5,818
|
|
|
5,766
|
|
|||
InMotion Entertainment Group, LLC (3)
|
|
Consumer electronics
|
|
First Lien
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.09
|
%
|
|
8,875
|
|
|
8,884
|
|
|
8,875
|
|
|||
|
|
|
|
First Lien B
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.09
|
%
|
|
8,875
|
|
|
8,828
|
|
|
8,871
|
|
|||
Total InMotion Entertainment Group, LLC
|
|
|
|
|
|
|
|
|
|
|
|
17,750
|
|
|
17,712
|
|
|
17,746
|
|
||||
Keypath Education, Inc. (3)
|
|
Advertising
|
|
First Lien
|
|
4/3/2022
|
|
LIBOR+7% (1.00% floor)
|
|
8.33
|
%
|
|
2,040
|
|
|
2,040
|
|
|
2,039
|
|
|||
|
|
|
|
927 shares Common Stock
|
|
|
|
|
|
|
|
|
|
1,391
|
|
|
809
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
2,040
|
|
|
3,431
|
|
|
2,848
|
|
||||
Lift Brands, Inc. (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/23/2019
|
|
LIBOR+7.5% (1% floor)
|
|
8.83
|
%
|
|
18,276
|
|
|
18,257
|
|
|
18,275
|
|
|||
Metamorph US 3, LLC (3)(5)
|
|
Internet software & services
|
|
First Lien
|
|
12/1/2020
|
|
LIBOR+5.5% (1% floor) 2% PIK
|
|
6.74
|
%
|
|
9,969
|
|
|
9,481
|
|
|
3,786
|
|
|||
Motion Recruitment Partners LLC
|
|
Human resources & employment services
|
|
First Lien
|
|
2/13/2020
|
|
LIBOR+6% (1% floor)
|
|
7.24
|
%
|
|
4,330
|
|
|
4,281
|
|
|
4,330
|
|
|||
NAVEX Global, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
11/19/2021
|
|
LIBOR+4.75% (1% floor)
|
|
5.49
|
%
|
|
5,959
|
|
|
5,925
|
|
|
5,982
|
|
|||
New IPT, Inc. (3)
|
|
Oil & gas equipment & services
|
|
First Lien
|
|
3/17/2021
|
|
LIBOR+5% (1% floor)
|
|
6.33
|
%
|
|
1,794
|
|
|
1,794
|
|
|
1,794
|
|
|||
|
|
|
|
Second Lien
|
|
9/17/2021
|
|
LIBOR+5.1% (1% floor)
|
|
6.43
|
%
|
|
1,094
|
|
|
1,094
|
|
|
1,094
|
|
|||
|
|
|
|
21.876 Class A Common Units
|
|
|
|
|
|
|
|
|
|
—
|
|
|
321
|
|
|||||
Total New IPT, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
2,888
|
|
|
2,888
|
|
|
3,209
|
|
||||
Novetta Solutions, LLC
|
|
Internet software & services
|
|
First Lien
|
|
9/30/2022
|
|
LIBOR+5% (1% floor)
|
|
6.34
|
%
|
|
6,118
|
|
|
6,066
|
|
|
5,950
|
|
|||
OmniSYS Acquisition Corporation (3)
|
|
Diversified support services
|
|
First Lien
|
|
11/21/2018
|
|
LIBOR+7.5% (1% floor)
|
|
8.83
|
%
|
|
10,896
|
|
|
10,900
|
|
|
10,833
|
|
|||
Refac Optical Group (3)
|
|
Specialty stores
|
|
First Lien A
|
|
9/30/2018
|
|
LIBOR+8%
|
|
9.23
|
%
|
|
4,623
|
|
|
4,605
|
|
|
4,623
|
|
|||
Salient CRGT, Inc. (3)
|
|
IT consulting & other services
|
|
First Lien
|
|
2/28/2022
|
|
LIBOR+5.75% (1% floor)
|
|
6.99
|
%
|
|
2,457
|
|
|
2,412
|
|
|
2,440
|
|
|||
Scientific Games International, Inc. (3)
|
|
Casinos & gaming
|
|
First Lien
|
|
8/14/2024
|
|
LIBOR+3.25% (1% floor)
|
|
4.58
|
%
|
|
6,632
|
|
|
6,598
|
|
|
6,651
|
|
|||
SHO Holding I Corporation
|
|
Footwear
|
|
First Lien
|
|
10/27/2022
|
|
LIBOR+5% (1% floor)
|
|
6.24
|
%
|
|
8,594
|
|
|
8,566
|
|
|
8,487
|
|
|||
TravelClick, Inc. (3)
|
|
Internet software & services
|
|
Second Lien
|
|
11/6/2021
|
|
LIBOR+7.75% (1% floor)
|
|
8.99
|
%
|
|
5,127
|
|
|
5,127
|
|
|
5,153
|
|
|||
TV Borrower US, LLC
|
|
Integrated telecommunications services
|
|
First Lien
|
|
2/22/2024
|
|
LIBOR+4.75% (1% floor)
|
|
6.08
|
%
|
|
3,582
|
|
|
3,565
|
|
|
3,607
|
|
|||
Valet Merger Sub, Inc. (3)
|
|
Environmental & facilities services
|
|
First Lien
|
|
9/24/2021
|
|
LIBOR+7% (1% floor)
|
|
8.24
|
%
|
|
12,998
|
|
|
12,862
|
|
|
12,998
|
|
|||
Vubiquity, Inc.
|
|
Application software
|
|
First Lien
|
|
8/12/2021
|
|
LIBOR+5.5% (1% floor)
|
|
6.83
|
%
|
|
2,653
|
|
|
2,636
|
|
|
2,633
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
245,063
|
|
|
$
|
251,648
|
|
|
$
|
235,526
|
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate (1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
AccentCare, Inc.
|
|
Healthcare services
|
|
First Lien
|
|
9/3/2021
|
|
LIBOR+5.75% (1% floor)
|
|
6.75
|
%
|
|
$
|
4,906
|
|
|
$
|
4,837
|
|
|
$
|
4,830
|
|
AdVenture Interactive, Corp. (3) (5)
|
|
Advertising
|
|
First Lien
|
|
3/22/2018
|
|
LIBOR+7.75% (1% floor)
|
|
8.75
|
%
|
|
9,178
|
|
|
9,150
|
|
|
7,066
|
|
|||
AF Borrower, LLC
|
|
IT consulting & other services
|
|
First Lien
|
|
1/28/2022
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
8,083
|
|
|
8,105
|
|
|
8,121
|
|
|||
Ameritox Ltd. (3)
|
|
Healthcare services
|
|
First Lien
|
|
4/11/2021
|
|
LIBOR+5% (1% floor) 3% PIK
|
|
6.00
|
%
|
|
5,890
|
|
|
5,884
|
|
|
5,848
|
|
|||
|
|
|
|
301,913.06 Class B Preferred Units
|
|
|
|
|
|
|
|
|
|
302
|
|
|
331
|
|
|||||
|
|
|
|
928.96 Class A Common Units
|
|
|
|
|
|
|
|
|
|
5,474
|
|
|
2,471
|
|
|||||
Total Ameritox, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
5,890
|
|
|
11,660
|
|
|
8,650
|
|
||||
BeyondTrust Software, Inc. (3)
|
|
Application software
|
|
First Lien
|
|
9/25/2019
|
|
LIBOR+7% (1% floor)
|
|
8.00
|
%
|
|
17,198
|
|
|
17,038
|
|
|
17,059
|
|
|||
Compuware Corporation
|
|
Internet software & services
|
|
First Lien B1
|
|
12/15/2019
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
3,194
|
|
|
3,164
|
|
|
3,206
|
|
|||
|
|
|
|
First Lien B2
|
|
12/15/2021
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
9,825
|
|
|
9,689
|
|
|
9,806
|
|
|||
Total Compuware Corporation
|
|
|
|
|
|
|
|
|
|
|
|
13,019
|
|
|
12,853
|
|
|
13,012
|
|
||||
CRGT, Inc.
|
|
IT consulting & other services
|
|
First Lien
|
|
12/21/2020
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
2,294
|
|
|
2,289
|
|
|
2,300
|
|
|||
Digital River, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
2/12/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
4,524
|
|
|
4,563
|
|
|
4,515
|
|
|||
Dodge Data & Analytics LLC (3)
|
|
Data processing & outsourced services
|
|
First Lien
|
|
10/31/2019
|
|
LIBOR+8.75% (1% floor)
|
|
9.75
|
%
|
|
9,688
|
|
|
9,740
|
|
|
9,810
|
|
|||
Edge Fitness, LLC
|
|
Leisure facilities
|
|
First Lien
|
|
12/31/2019
|
|
LIBOR+8.75% (1% floor)
|
|
9.75
|
%
|
|
10,600
|
|
|
10,602
|
|
|
10,565
|
|
|||
EOS Fitness Opco Holdings, LLC (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/30/2019
|
|
LIBOR+8.75% (0.75% floor)
|
|
9.50
|
%
|
|
19,160
|
|
|
18,869
|
|
|
18,672
|
|
|||
Falmouth Group Holdings Corp.
|
|
Specialty chemicals
|
|
First Lien
|
|
12/13/2021
|
|
LIBOR+6.75% (1% floor)
|
|
7.75
|
%
|
|
4,963
|
|
|
4,920
|
|
|
4,968
|
|
|||
Garretson Resolution Group, Inc.
|
|
Diversified support services
|
|
First Lien
|
|
5/22/2021
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
5,991
|
|
|
5,966
|
|
|
5,946
|
|
|||
InMotion Entertainment Group, LLC (3)
|
|
Consumer electronics
|
|
First Lien
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.00
|
%
|
|
9,375
|
|
|
9,394
|
|
|
9,252
|
|
|||
|
|
|
|
First Lien B
|
|
10/1/2018
|
|
LIBOR+7.75% (1.25% floor)
|
|
9.00
|
%
|
|
9,375
|
|
|
9,270
|
|
|
9,252
|
|
|||
Total InMotion Entertainment Group, LLC
|
|
|
|
|
|
|
|
|
|
|
|
18,750
|
|
|
18,664
|
|
|
18,504
|
|
||||
Integrated Petroleum Technologies, Inc. (3)
|
|
Oil & gas equipment services
|
|
First Lien
|
|
3/31/2019
|
|
LIBOR+7.5% (1% floor)
|
|
8.50
|
%
|
|
8,267
|
|
|
8,267
|
|
|
2,839
|
|
|||
Legalzoom.com, Inc. (3)
|
|
Specialized consumer services
|
|
First Lien
|
|
5/13/2020
|
|
LIBOR+7% (1% floor)
|
|
8.00
|
%
|
|
19,775
|
|
|
19,410
|
|
|
19,660
|
|
|||
Lift Brands, Inc. (3)
|
|
Leisure facilities
|
|
First Lien
|
|
12/23/2019
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
19,043
|
|
|
19,015
|
|
|
18,858
|
|
|||
Lytx, Inc. (3)
|
|
Research & consulting services
|
|
First Lien
|
|
3/15/2023
|
|
LIBOR+8.5% (1% floor)
|
|
9.50
|
%
|
|
7,981
|
|
|
7,981
|
|
|
7,981
|
|
|||
MedTech Group, Inc.
|
|
Healthcare equipment
|
|
First Lien
|
|
1/1/2019
|
|
LIBOR+5.25% (1% floor)
|
|
6.25
|
%
|
|
11,910
|
|
|
11,910
|
|
|
11,696
|
|
|||
Metamorph US 3, LLC (3)
|
|
Internet software & services
|
|
First Lien
|
|
12/1/2020
|
|
LIBOR+6.5% (1% floor)
|
|
7.50
|
%
|
|
10,078
|
|
|
9,945
|
|
|
8,390
|
|
|||
Motion Recruitment Partners LLC
|
|
Human resources & employment services
|
|
First Lien
|
|
2/13/2020
|
|
LIBOR+6% (1% floor)
|
|
7.00
|
%
|
|
4,563
|
|
|
4,487
|
|
|
4,550
|
|
|||
My Alarm Center, LLC
|
|
Security & alarm services
|
|
First Lien A
|
|
1/9/2019
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
3,000
|
|
|
2,993
|
|
|
3,005
|
|
|||
|
|
|
|
First Lien B
|
|
1/9/2019
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
4,506
|
|
|
4,493
|
|
|
4,514
|
|
|||
|
|
|
|
First Lien C
|
|
1/9/2019
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
1,136
|
|
|
1,128
|
|
|
1,133
|
|
|||
Total My Alarm Center, LLC
|
|
|
|
|
|
|
|
|
|
|
|
8,642
|
|
|
8,614
|
|
|
8,652
|
|
Portfolio Company
|
|
Industry
|
|
Investment Type
|
|
Maturity Date
|
|
Current Interest Rate (1)(4)
|
|
Cash Interest Rate
|
|
Principal
|
|
Cost
|
|
Fair Value (2)
|
|||||||
NAVEX Global, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
11/19/2021
|
|
LIBOR+4.75% (1% floor)
|
|
5.75
|
%
|
|
995
|
|
|
943
|
|
|
990
|
|
|||
Novetta Solutions, LLC
|
|
Internet software & services
|
|
First Lien
|
|
9/30/2022
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
6,614
|
|
|
6,528
|
|
|
6,357
|
|
|||
OmniSYS Acquisition Corporation (3)
|
|
Diversified support services
|
|
First Lien
|
|
11/21/2018
|
|
LIBOR+7.5% (1% floor)
|
|
8.50
|
%
|
|
10,896
|
|
|
10,903
|
|
|
10,743
|
|
|||
Refac Optical Group (3)
|
|
Specialty stores
|
|
First Lien A
|
|
9/30/2018
|
|
LIBOR+7.5%
|
|
8.02
|
%
|
|
7,116
|
|
|
7,049
|
|
|
7,107
|
|
|||
SHO Holding I Corporation
|
|
Footwear
|
|
First Lien
|
|
10/27/2022
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
4,466
|
|
|
4,426
|
|
|
4,461
|
|
|||
TIBCO Software, Inc.
|
|
Internet software & services
|
|
First Lien
|
|
12/4/2020
|
|
LIBOR+5.5% (1% floor)
|
|
6.50
|
%
|
|
4,748
|
|
|
4,548
|
|
|
4,691
|
|
|||
Too Faced Cosmetics, LLC
|
|
Personal products
|
|
First Lien
|
|
7/7/2021
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
1,135
|
|
|
1,028
|
|
|
1,140
|
|
|||
TravelClick, Inc. (3)
|
|
Internet software & services
|
|
Second Lien
|
|
11/8/2021
|
|
LIBOR+7.75% (1% floor)
|
|
8.75
|
%
|
|
8,460
|
|
|
8,460
|
|
|
7,576
|
|
|||
TrialCard Incorporated
|
|
Healthcare services
|
|
First Lien
|
|
12/31/2019
|
|
LIBOR+4.5% (1% floor)
|
|
5.50
|
%
|
|
13,319
|
|
|
13,222
|
|
|
13,255
|
|
|||
TV Borrower US, LLC
|
|
Integrated telecommunications services
|
|
First Lien
|
|
1/8/2021
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
9,800
|
|
|
9,633
|
|
|
9,763
|
|
|||
Valet Merger Sub, Inc. (3)
|
|
Environmental & facilities services
|
|
First Lien
|
|
9/24/2021
|
|
LIBOR+7% (1% floor)
|
|
8.00
|
%
|
|
14,887
|
|
|
14,692
|
|
|
15,138
|
|
|||
Vitera Healthcare Solutions, LLC
|
|
Healthcare technology
|
|
First Lien
|
|
11/4/2020
|
|
LIBOR+5% (1% floor)
|
|
6.00
|
%
|
|
4,863
|
|
|
4,863
|
|
|
4,747
|
|
|||
Vubiquity, Inc.
|
|
Application software
|
|
First Lien
|
|
8/12/2021
|
|
LIBOR+5.5% (1% floor)
|
|
6.50
|
%
|
|
2,680
|
|
|
2,658
|
|
|
2,666
|
|
|||
Worley Claims Services, LLC (3)
|
|
Internet software & services
|
|
First Lien
|
|
10/31/2020
|
|
LIBOR+8% (1% floor)
|
|
9.00
|
%
|
|
9,924
|
|
|
9,882
|
|
|
9,875
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
324,406
|
|
|
$
|
327,720
|
|
|
$
|
315,153
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Selected Balance Sheet Information:
|
|
|
|
|
||||
Investments in loans at fair value (cost September 30, 2017: $251,648; cost September 30, 2016: $327,720)
|
|
$
|
235,526
|
|
|
$
|
315,153
|
|
Receivables from secured financing arrangements at fair value (cost September 30, 2017: $9,783; cost September 30, 2016: $10,014)
|
|
8,305
|
|
|
9,672
|
|
||
Cash and cash equivalents
|
|
24,389
|
|
|
1,878
|
|
||
Restricted cash
|
|
5,097
|
|
|
7,080
|
|
||
Other assets
|
|
3,485
|
|
|
4,700
|
|
||
Total assets
|
|
$
|
276,802
|
|
|
$
|
338,483
|
|
|
|
|
|
|
||||
Senior credit facilities payable
|
|
$
|
113,053
|
|
|
$
|
167,012
|
|
Debt securities payable at fair value (proceeds September 30, 2017: $147,052; proceeds September 30, 2016: $165,533)
|
|
147,052
|
|
|
147,433
|
|
||
Other liabilities
|
|
10,383
|
|
|
8,371
|
|
||
Total liabilities
|
|
$
|
270,488
|
|
|
$
|
322,816
|
|
Members' equity
|
|
6,314
|
|
|
15,667
|
|
||
Total liabilities and members' equity
|
|
$
|
276,802
|
|
|
$
|
338,483
|
|
|
|
Year ended September 30, 2017
|
|
Year ended September 30, 2016
|
||||
Selected Statements of Operations Information:
|
|
|
|
|
||||
Interest income
|
|
$
|
23,222
|
|
|
$
|
30,156
|
|
Other income
|
|
869
|
|
|
840
|
|
||
Total investment income
|
|
24,091
|
|
|
30,996
|
|
||
Interest expense
|
|
22,195
|
|
|
23,262
|
|
||
Other expenses
|
|
700
|
|
|
501
|
|
||
Total expenses (1)
|
|
22,895
|
|
|
23,763
|
|
||
Net unrealized appreciation (depreciation)
|
|
(22,789
|
)
|
|
7,438
|
|
||
Net realized gain (loss)
|
|
13,350
|
|
|
(7,771
|
)
|
||
Net income (loss)
|
|
$
|
(8,243
|
)
|
|
$
|
6,900
|
|
Selected Balance Sheet Information
|
September 30, 2017
|
|
September 30, 2016 (1)
|
||||
Current assets
|
$
|
19,210
|
|
|
$
|
20,226
|
|
Non-current assets
|
36,693
|
|
|
34,082
|
|
||
Total assets
|
55,903
|
|
|
54,308
|
|
||
Current liabilities
|
16,536
|
|
|
16,066
|
|
||
Non-current liabilities
|
79,697
|
|
|
54,329
|
|
||
Total liabilities
|
96,233
|
|
|
70,395
|
|
||
Members' deficit
|
$
|
(40,330
|
)
|
|
$
|
(16,087
|
)
|
Selected Statement of Operations Information
|
For the year ended September 30, 2017
|
|
For the period April 11, 2016 to September 30, 2016 (1)
|
||||
Total revenue
|
$
|
80,237
|
|
|
$
|
42,637
|
|
Cost of sales
|
41,033
|
|
|
22,627
|
|
||
Gross margin
|
39,204
|
|
|
20,010
|
|
||
Operating expenses
|
41,823
|
|
|
26,061
|
|
||
Other expenses
|
23,957
|
|
|
13,931
|
|
||
Income from continuing operations
|
(26,576
|
)
|
|
(19,982
|
)
|
||
Net income
|
$
|
(26,576
|
)
|
|
$
|
(19,982
|
)
|
(Share amounts in thousands)
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 (1) |
|
Year ended
September 30, 2015 (1) |
||||||
Earnings (loss) per common share — basic:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(196,969
|
)
|
|
$
|
(66,556
|
)
|
|
$
|
15,395
|
|
Weighted average common shares outstanding — basic
|
|
141,438
|
|
|
147,422
|
|
|
153,164
|
|
|||
Earnings (loss) per common share — basic
|
|
$
|
(1.39
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.10
|
|
Earnings (loss) per common share — diluted:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in net assets resulting from operations, before adjustments
|
|
$
|
(196,969
|
)
|
|
$
|
(66,556
|
)
|
|
$
|
15,395
|
|
Adjustments for interest on convertible notes, base management fees and incentive fees
|
|
—
|
|
|
—
|
|
|
5,458
|
|
|||
Net increase (decrease) in net assets resulting from operations, as adjusted
|
|
$
|
(196,969
|
)
|
|
$
|
(66,556
|
)
|
|
$
|
20,853
|
|
Weighted average common shares outstanding — basic
|
|
141,438
|
|
|
147,422
|
|
|
153,164
|
|
|||
Adjustments for dilutive effect of convertible notes
|
|
—
|
|
|
3,917
|
|
|
7,791
|
|
|||
Weighted average common shares outstanding — diluted
|
|
141,438
|
|
|
151,339
|
|
|
160,955
|
|
|||
Earnings (loss) per common share — diluted
|
|
$
|
(1.39
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
0.10
|
|
|
|
Payments due during fiscal years ended September 30,
|
||||||||||||||||||||||
Debt Obligations
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and Thereafter
|
||||||||||||
ING facility
|
|
$
|
226,495
|
|
|
$
|
226,495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sumitomo facility
|
|
29,500
|
|
|
29,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Secured borrowings
|
|
13,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,489
|
|
|
—
|
|
||||||
2019 Notes
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2024 Notes
|
|
75,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
||||||
2028 Notes
|
|
86,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,250
|
|
||||||
Total
|
|
$
|
680,734
|
|
|
$
|
255,995
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
13,489
|
|
|
$
|
161,250
|
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
|
Year ended
September 30, 2015 |
||||||
PIK balance at beginning of period
|
|
$
|
62,631
|
|
|
$
|
50,678
|
|
|
$
|
39,686
|
|
Gross PIK interest accrued
|
|
18,894
|
|
|
20,795
|
|
|
21,812
|
|
|||
PIK income reserves (1)
|
|
(7,801
|
)
|
|
(6,767
|
)
|
|
(8,423
|
)
|
|||
PIK interest received in cash
|
|
(4,307
|
)
|
|
(2,076
|
)
|
|
(2,397
|
)
|
|||
PIK balance at end of period
|
|
$
|
69,417
|
|
|
$
|
62,630
|
|
|
$
|
50,678
|
|
(1)
|
PIK income is generally reserved for when a loan is placed on PIK non-accrual status.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||||||||||||||||||
|
|
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
|
|
$
|
1,299,793
|
|
|
83.59
|
%
|
|
$
|
1,357,794
|
|
|
95.29
|
%
|
|
$
|
1,890,606
|
|
|
89.80
|
%
|
|
$
|
1,854,228
|
|
|
93.89
|
%
|
|
$
|
2,226,334
|
|
|
95.08
|
%
|
|
$
|
2,206,418
|
|
|
97.97
|
%
|
PIK non-accrual (1)
|
|
10,227
|
|
|
0.66
|
|
|
379
|
|
|
0.03
|
|
|
40,187
|
|
|
1.91
|
|
|
31,548
|
|
|
1.60
|
|
|
66,579
|
|
|
2.84
|
|
|
28,145
|
|
|
1.25
|
|
||||||
Cash non-accrual (2)
|
|
244,952
|
|
|
15.75
|
|
|
66,636
|
|
|
4.68
|
|
|
174,629
|
|
|
8.29
|
|
|
89,036
|
|
|
4.51
|
|
|
48,694
|
|
|
2.08
|
|
|
17,600
|
|
|
0.78
|
|
||||||
Total
|
|
$
|
1,554,972
|
|
|
100.00
|
%
|
|
$
|
1,424,809
|
|
|
100.00
|
%
|
|
$
|
2,105,422
|
|
|
100.00
|
%
|
|
$
|
1,974,812
|
|
|
100.00
|
%
|
|
$
|
2,341,607
|
|
|
100.00
|
%
|
|
$
|
2,252,163
|
|
|
100.00
|
%
|
(1)
|
PIK non-accrual status is inclusive of other non-cash income, where applicable.
|
(2)
|
Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2015
|
|||
Phoenix Brands Merger Sub LLC - subordinated term loan (2)
|
|
—
|
|
—
|
|
PIK non-accrual (1)
|
|||
CCCG, LLC (3)
|
|
—
|
|
—
|
|
Cash non-accrual (1)
|
|||
JTC Education, Inc. (2)
|
|
—
|
|
—
|
|
Cash non-accrual (1)
|
|||
Answers Corporation (4)(5)
|
|
—
|
|
Cash non-accrual (1)
|
|
PIK non-accrual (1)
|
|||
Dominion Diagnostics, LLC - subordinated term loan
|
|
Cash non-accrual (1)
|
|
Cash non-accrual (1)
|
|
—
|
|||
Express Group Holdings LLC (3)
|
|
—
|
|
Cash non-accrual (1)
|
|
—
|
|||
AdVenture Interactive, Corp. (6)
|
|
—
|
|
Cash non-accrual (1)
|
|
—
|
|||
ERS Acquisition Corp. (4)
|
|
—
|
|
PIK non-accrual (1)
|
|
—
|
|||
TransTrade Operators, Inc.
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Ameritox Ltd.
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Cenegenics, LLC
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Maverick Healthcare Group, LLC
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Edmentum, Inc. - unsecured junior PIK note
|
|
PIK non-accrual (1)
|
|
—
|
|
—
|
|||
Advanced Pain Management
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
|||
Metamorph US 3, LLC
|
|
Cash non-accrual (1)
|
|
—
|
|
—
|
(1)
|
PIK non-accrual status is inclusive of other non-cash income, where applicable. Cash non-accrual status is inclusive of PIK and other non-cash income, where applicable.
|
(2)
|
The Company no longer held this investment as of September 30, 2017 and September 30, 2016.
|
(3)
|
In March 2016, the Company restructured its investment in CCCG, LLC. As part of the restructuring, the Company exchanged cash and its debt securities for debt and equity securities in a newly restructured entity, Express Group Holdings LLC. As of September 30, 2017, the Company no longer held an investment in Express Group Holdings LLC.
|
(4)
|
The Company no longer held this investment as of September 30, 2017.
|
(5)
|
As of September 30, 2016, both the first lien term loan and the second lien term loan were on cash non-accrual. As of September 30, 2015, only the second lien term loan was on PIK non-accrual.
|
(6)
|
In March 2017, the Company restructured its investment in AdVenture Interactive, Corp. As part of the restructuring, the Company exchanged a portion of its debt securities for equity securities in the restructured entity.
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
|
Year ended
September 30, 2015 |
||||||
Cash interest income
|
|
$
|
18,327
|
|
|
$
|
13,737
|
|
|
$
|
5,179
|
|
PIK interest income
|
|
7,801
|
|
|
7,225
|
|
|
8,423
|
|
|||
OID income
|
|
154
|
|
|
27,886
|
|
|
4,627
|
|
|||
Total
|
|
$
|
26,282
|
|
|
$
|
48,848
|
|
|
$
|
18,229
|
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
||||
Net decrease in net assets resulting from operations
|
|
$
|
(196,969
|
)
|
|
$
|
(66,556
|
)
|
Net unrealized depreciation on investments and secured borrowings
|
|
97,839
|
|
|
48,000
|
|
||
Book/tax difference due to loan fees
|
|
(188
|
)
|
|
(377
|
)
|
||
Book/tax difference due to exit fees
|
|
1,081
|
|
|
60
|
|
||
Book/tax difference due to organizational and deferred offering costs
|
|
(87
|
)
|
|
(87
|
)
|
||
Book/tax difference due to interest income on certain loans
|
|
23,748
|
|
|
1,458
|
|
||
Book/tax difference due to capital losses not recognized
|
|
171,782
|
|
|
125,283
|
|
||
Other book/tax differences
|
|
(7,348
|
)
|
|
(8,362
|
)
|
||
Taxable/Distributable Income(1)
|
|
$
|
89,858
|
|
|
$
|
99,419
|
|
Undistributed ordinary income, net
|
$
|
24,409
|
|
Net realized capital losses
|
465,077
|
|
|
Unrealized losses, net
|
97,839
|
|
Date
|
|
Portfolio Company
|
|
Investment Type
|
|
Consideration at Exit
|
|
Realized Gain (Loss)
|
|
Transaction
|
||
October 2016
|
|
Systems Maintenance Services Holdings, Inc.
|
|
Debt
|
|
$ 19.0 million
|
|
$
|
—
|
|
|
Full payoff
|
November 2016
|
|
First Star Aviation, LLC
|
|
Equity
|
|
2.5 million
|
|
(3.8 million)
|
|
|
Sale of equity investment
|
|
November 2016
|
|
HealthDrive Corporation
|
|
Debt
|
|
15.5 million
|
|
—
|
|
|
Full payoff
|
|
November 2016
|
|
The Active Network, Inc.
|
|
Debt
|
|
16.5 million
|
|
—
|
|
|
Full payoff
|
|
November 2016
|
|
Aden & Anais Merger Sub, Inc.
|
|
Debt
|
|
12.0 million
|
|
—
|
|
|
Full payoff
|
|
November 2016
|
|
Legalzoom.com, Inc.
|
|
Debt
|
|
9.0 million
|
|
—
|
|
|
Full payoff
|
|
December 2016
|
|
Discovery Practice Management, Inc.
|
|
Debt
|
|
33.7 million
|
|
—
|
|
|
Full payoff
|
|
December 2016
|
|
Ansira Partners, Inc.
|
|
Debt and Equity
|
|
38.6 million
|
|
0.4 million
|
|
|
Full payoff /sale of equity investment
|
|
December 2016
|
|
Aptean, Inc.
|
|
Debt
|
|
3.0 million
|
|
—
|
|
|
Full payoff
|
|
December 2016
|
|
Access Medical Acquisition, Inc.
|
|
Debt and Equity
|
|
12.6 million
|
|
—
|
|
|
Full payoff /sale of equity investment
|
|
December 2016
|
|
Ministry Brands, LLC
|
|
Debt
|
|
30.2 million
|
|
—
|
|
|
Full payoff
|
|
December 2016
|
|
Senior Loan Fund JV I, LLC
|
|
Debt
|
|
125.8 million
|
|
(19.9 million)
|
|
|
Restructuring
|
|
January 2017
|
|
First American Payment Systems, LP
|
|
Debt
|
|
18.3 million
|
|
—
|
|
|
Full payoff
|
|
January 2017
|
|
HSW RR, Inc.
|
|
Debt
|
|
45.0 million
|
|
—
|
|
|
Full payoff
|
|
February 2017
|
|
Teaching Strategies, LLC
|
|
Debt
|
|
7.2 million
|
|
—
|
|
|
Full payoff
|
|
February 2017
|
|
Vitera Healthcare Solutions, LLC
|
|
Debt
|
|
8.0 million
|
|
—
|
|
|
Full payoff
|
|
February 2017
|
|
TV Borrower US, LLC
|
|
Debt
|
|
30.0 million
|
|
—
|
|
|
Full payoff
|
|
February 2017
|
|
Onvoy, LLC
|
|
Debt
|
|
14.6 million
|
|
—
|
|
|
Full payoff
|
|
March 2017
|
|
Bracket Holding Corp.
|
|
Debt and Equity
|
|
34.2 million
|
|
1.7 million
|
|
|
Full payoff /sale of equity investment
|
|
March 2017
|
|
Epic Health Services, Inc.
|
|
Debt
|
|
31.9 million
|
|
—
|
|
|
Full payoff
|
|
March 2017
|
|
Five9, Inc.
|
|
Equity
|
|
0.8 million
|
|
0.5 million
|
|
|
Sale of equity investment
|
|
March 2017
|
|
Integrated Petroleum Technologies, Inc.
|
|
Debt
|
|
7.6 million
|
|
(11.1 million)
|
|
|
Restructuring
|
|
March 2017
|
|
NAVEX Global, Inc.
|
|
Debt
|
|
16.5 million
|
|
—
|
|
|
Full payoff
|
|
March 2017
|
|
Vention Medical, Inc.
|
|
Debt
|
|
2.3 million
|
|
—
|
|
|
Full payoff
|
March 2017
|
|
Express Group Holdings LLC
|
|
Debt and Equity
|
|
4.4 million
|
|
(22.3 million)
|
|
|
Partial payoff
|
|
March 2017
|
|
AdVenture Interactive, Corp.
|
|
Debt and Equity
|
|
24.3 million
|
|
(47.4 million)
|
|
|
Restructuring
|
|
April 2017
|
|
Tectum Holdings, Inc.
|
|
Debt
|
|
15.0 million
|
|
—
|
|
|
Full payoff
|
|
April 2017
|
|
TigerText, Inc.
|
|
Debt
|
|
5.0 million
|
|
—
|
|
|
Full payoff
|
|
April 2017
|
|
AirStrip Technologies, Inc.
|
|
Debt
|
|
16.0 million
|
|
—
|
|
|
Full payoff
|
|
April 2017
|
|
Cheddar's Casual Café, Inc.
|
|
Debt
|
|
10.0 million
|
|
—
|
|
|
Full payoff
|
|
May 2017
|
|
Tecomet Inc.
|
|
Debt
|
|
17.0 million
|
|
—
|
|
|
Full payoff
|
|
May 2017
|
|
Baart Programs, Inc.
|
|
Debt
|
|
35.2 million
|
|
—
|
|
|
Full payoff
|
|
June 2017
|
|
Eagle Hospital Physicians, LLC
|
|
Debt and Equity
|
|
13.5 million
|
|
(13.1 million)
|
|
|
Partial payoff
|
|
June 2017
|
|
National Spine and Pain Centers, LLC
|
|
Debt and Equity
|
|
32.0 million
|
|
0.7 million
|
|
|
Full payoff /sale of equity investment
|
|
June 2017
|
|
Idera, Inc.
|
|
Debt
|
|
25.9 million
|
|
—
|
|
|
Full payoff
|
|
July 2017
|
|
Dexter Axle Company
|
|
Equity
|
|
9.3 million
|
|
7.7 million
|
|
|
Sale of equity investment
|
|
July 2017
|
|
ExamSoft Worldwide, Inc.
|
|
Debt
|
|
12.9 million
|
|
—
|
|
|
Full payoff
|
|
July 2017
|
|
ERS Acquisition Corp.
|
|
Debt
|
|
3.7 million
|
|
(34.3 million)
|
|
|
Partial payoff
|
|
July 2017
|
|
My Alarm Center, LLC
|
|
Debt
|
|
3.4 million
|
|
—
|
|
|
Full payoff
|
|
July 2017
|
|
Swipely, Inc.
|
|
Debt and Equity
|
|
13.4 million
|
|
0.9 million
|
|
|
Full payoff /sale of equity investment
|
|
August 2017
|
|
Vitalyst Holdings, Inc.
|
|
Debt
|
|
19.9 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
Omniplex World Services Corporation
|
|
Debt and Equity
|
|
12.0 million
|
|
0.1 million
|
|
|
Full payoff /sale of investment
|
|
August 2017
|
|
NAVEX Global, Inc.
|
|
Debt
|
|
28.4 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
Worley Claims Services, LLC
|
|
Debt
|
|
7.0 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
American Seafoods Group LLC
|
|
Debt
|
|
12.0 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
Lytx, Inc.
|
|
Debt
|
|
24.0 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
OBHG Management Services, LLC
|
|
Debt
|
|
14.8 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
Scientific Games International, Inc.
|
|
Debt
|
|
12.0 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
Alpha Topco Limited
|
|
Debt
|
|
3.0 million
|
|
—
|
|
|
Full payoff
|
|
August 2017
|
|
Asurion
|
|
Debt
|
|
5.0 million
|
|
—
|
|
|
Full payoff
|
|
September 2017
|
|
Comprehensive Pharmacy Services LLC
|
|
Debt
|
|
15.0 million
|
|
—
|
|
|
Full payoff
|
|
September 2017
|
|
Vandelay Industries Merger Sub, Inc.
|
|
Debt and Equity
|
|
45.9 million
|
|
5.6 million
|
|
|
Full payoff /sale of equity investment
|
|
September 2017
|
|
Lytx, Inc.
|
|
Equity
|
|
1.6 million
|
|
0.4 million
|
|
|
Preferred equity distribution
|
|
|
|
|
|
|
|
|
|
$ (133.9 million)
|
|
|
|
Date
|
|
Portfolio Company
|
|
Investment Type
|
|
Consideration at Exit
|
|
Realized Gain (Loss)
|
|
Transaction
|
|||
October 2015
|
|
Affordable Care, Inc.
|
|
Debt
|
|
$ 23.3 million
|
|
|
$
|
—
|
|
|
Full payoff
|
October 2015
|
|
CoAdvantage Corporation
|
|
Debt and Equity
|
|
16.4 million
|
|
|
0.7 million
|
|
|
Full payoff /sale of equity investment
|
|
October 2015
|
|
First Choice ER, LLC
|
|
Debt
|
|
119.0 million
|
|
|
—
|
|
|
Full payoff
|
|
October 2015
|
|
DigiCert, Inc.
|
|
Debt
|
|
33.3 million
|
|
|
—
|
|
|
Full payoff
|
|
October 2015
|
|
Idera, Inc.
|
|
Debt
|
|
7.4 million
|
|
|
—
|
|
|
Full payoff
|
|
December 2015
|
|
EducationDynamics, LLC
|
|
Debt
|
|
13.9 million
|
|
|
—
|
|
|
Full payoff
|
|
December 2015
|
|
World50, Inc.
|
|
Debt
|
|
14.2 million
|
|
|
—
|
|
|
Full payoff
|
|
January 2016
|
|
Crealta Pharmaceuticals LLC
|
|
Debt
|
|
20.0 million
|
|
|
—
|
|
|
Full payoff
|
|
February 2016
|
|
All Metro Health Care Services, Inc.
|
|
Debt
|
|
15.7 million
|
|
|
—
|
|
|
Full payoff
|
|
February 2016
|
|
Long's Drugs Incorporated
|
|
Debt
|
|
9.7 million
|
|
|
—
|
|
|
Full payoff
|
|
March 2016
|
|
Janrain, Inc.
|
|
Debt
|
|
4.5 million
|
|
|
—
|
|
|
Full payoff
|
|
March 2016
|
|
Miche Group, LLC
|
|
Debt and Equity
|
|
0.8 million
|
|
|
(8.1 million)
|
|
|
Partial payoff /sale of equity investment
|
|
March 2016
|
|
CCCG, LLC
|
|
Debt and Equity
|
|
15.2 million
|
|
|
(17.2 million)
|
|
|
Restructuring
|
|
April 2016
|
|
Traffic Solutions Holdings, Inc.
|
|
Debt
|
|
17.2 million
|
|
|
—
|
|
|
Full payoff
|
|
April 2016
|
|
Ameritox Ltd.
|
|
Debt and Equity
|
|
61.1 million
|
|
|
(42.8 million)
|
|
|
Restructuring
|
|
May 2016
|
|
Yeti Acquisition, LLC.
|
|
Debt
|
|
54.9 million
|
|
|
—
|
|
|
Full payoff
|
|
May 2016
|
|
Conviva Inc.
|
|
Debt
|
|
4.6 million
|
|
|
—
|
|
|
Full payoff
|
|
June 2016
|
|
GTCR Valor Companies
|
|
Debt
|
|
3.7 million
|
|
|
—
|
|
|
Full payoff
|
|
July 2016
|
|
Cardon Healthcare Network, LLC
|
|
Equity
|
|
1.6 million
|
|
|
1.4 million
|
|
|
Sale of equity investment
|
|
July 2016
|
|
Five9, Inc.
|
|
Debt
|
|
18.0 million
|
|
|
—
|
|
|
Full payoff
|
|
August 2016
|
|
First Star Aviation, LLC
|
|
Debt
|
|
3.2 million
|
|
|
—
|
|
|
Full payoff
|
|
August 2016
|
|
Penn Foster, Inc.
|
|
Debt
|
|
29.1 million
|
|
|
—
|
|
|
Full payoff
|
|
August 2016
|
|
xMatters, Inc.
|
|
Debt
|
|
15.0 million
|
|
|
—
|
|
|
Full payoff
|
|
August 2016
|
|
QuorumLabs, Inc.
|
|
Debt
|
|
3.0 million
|
|
|
(4.2 million)
|
|
|
Partial payoff
|
|
September 2016
|
|
Mansell Group, Inc.
|
|
Debt
|
|
7.8 million
|
|
|
—
|
|
|
Full payoff
|
|
September 2016
|
|
Phoenix Brands Merger Sub LLC
|
|
Debt
|
|
2.7 million
|
|
|
(28.7 million)
|
|
|
Partial payoff
|
|
September 2016
|
|
Rocket Software, Inc.
|
|
Debt
|
|
10.5 million
|
|
|
—
|
|
|
Full payoff
|
|
September 2016
|
|
OnCourse Learning Corporation
|
|
Debt
|
|
19.2 million
|
|
|
—
|
|
|
Full payoff
|
|
September 2016
|
|
Language Line, LLC
|
|
Debt
|
|
26.0 million
|
|
|
—
|
|
|
Full payoff
|
|
September 2016
|
|
JTC Education, Inc.
|
|
Debt
|
|
—
|
|
|
(22.3 million)
|
|
|
Write-off
|
|
|
|
|
|
|
|
|
|
($ 121.2 million)
|
|
|
|
Date
|
|
Portfolio Company
|
|
Investment Type
|
|
Consideration at Exit
|
|
Realized Gain (Loss)
|
|
Transaction
|
|
October 2014
|
|
Miche Bag, LLC
|
|
Debt and Equity
|
|
$ 2.7 million
|
|
$ (17.9 million)
|
|
|
Restructuring
|
October 2014
|
|
Teaching Strategies, LLC
|
|
Debt
|
|
74.4 million
|
|
—
|
|
|
Full payoff
|
October 2014
|
|
SugarSync, Inc.
|
|
Debt
|
|
6.5 million
|
|
—
|
|
|
Full payoff
|
November 2014
|
|
Olson + Co., Inc.
|
|
Debt
|
|
8.6 million
|
|
—
|
|
|
Full payoff
|
November 2014
|
|
American Cadastre, LLC
|
|
Debt
|
|
5.6 million
|
|
—
|
|
|
Full payoff
|
December 2014
|
|
Drugtest, Inc.
|
|
Debt
|
|
35.8 million
|
|
—
|
|
|
Full payoff
|
December 2014
|
|
Charter Brokerage, LLC
|
|
Debt
|
|
39.5 million
|
|
—
|
|
|
Full payoff
|
December 2014
|
|
CRGT, Inc.
|
|
Debt
|
|
27.7 million
|
|
—
|
|
|
Full payoff
|
December 2014
|
|
Devicor Medical Products, Inc.
|
|
Debt
|
|
12.5 million
|
|
—
|
|
|
Full payoff
|
December 2014
|
|
CT Technologies Intermediate Holdings, Inc.
|
|
Debt
|
|
12.0 million
|
|
—
|
|
|
Full payoff
|
February 2015
|
|
Enhanced Recovery Company, LLC
|
|
Debt
|
|
27.8 million
|
|
—
|
|
|
Full payoff
|
February 2015
|
|
HealthEdge Software, Inc.
|
|
Debt
|
|
17.5 million
|
|
—
|
|
|
Full payoff
|
April 2015
|
|
Digi-Star Acquisition Holdings, Inc.
|
|
Debt and Equity
|
|
17.5 million
|
|
0.5 million
|
|
|
Full payoff /sale of equity investment
|
April 2015
|
|
Total Military Management, Inc.
|
|
Debt
|
|
2.5 million
|
|
—
|
|
|
Full payoff
|
May 2015
|
|
Garretson Firm Resolution Group, Inc.
|
|
Debt
|
|
5.1 million
|
|
—
|
|
|
Full payoff
|
June 2015
|
|
HFG Holdings, LLC
|
|
Debt and Equity
|
|
115.8 million
|
|
(4.4 million)
|
|
|
Full payoff /sale of equity investment
|
June 2015
|
|
Welocalize, Inc.
|
|
Equity
|
|
6.0 million
|
|
2.6 million
|
|
|
Sale of equity investment
|
June 2015
|
|
Physicians Pharmacy Alliance, Inc.
|
|
Debt
|
|
10.2 million
|
|
—
|
|
|
Full payoff
|
June 2015
|
|
Meritas Schools Holdings, LLC
|
|
Debt
|
|
19.5 million
|
|
—
|
|
|
Full payoff
|
June 2015
|
|
Royal Adhesives and Sealants, LLC
|
|
Debt
|
|
10.5 million
|
|
—
|
|
|
Full payoff
|
June 2015
|
|
All Web Leads, Inc.
|
|
Debt
|
|
24.7 million
|
|
—
|
|
|
Full payoff
|
June 2015
|
|
Puerto Rico Cable Acquisition Company Inc.
|
|
Debt
|
|
27.0 million
|
|
—
|
|
|
Full payoff
|
June 2015
|
|
Edmentum, Inc.
|
|
Debt and Equity
|
|
9.1 million
|
|
(7.9 million)
|
|
|
Restructuring
|
July 2015
|
|
Specialized Education Services, Inc.
|
|
Debt
|
|
26.3 million
|
|
—
|
|
|
Full payoff
|
September 2015
|
|
2Checkout.com, Inc.
|
|
Debt
|
|
2.0 million
|
|
—
|
|
|
Full payoff
|
September 2015
|
|
ShareThis, Inc.
|
|
Debt
|
|
15.0 million
|
|
—
|
|
|
Full payoff
|
September 2015
|
|
Salus CLO 2012-1, Ltd.
|
|
Debt
|
|
29.5 million
|
|
—
|
|
|
Full payoff
|
|
|
|
|
|
|
|
|
($ 27.1 million)
|
|
|
|
•
|
No subordinated incentive fee on income was payable to FSM in any fiscal quarter in which the Company’s Pre-Incentive Fee Net Investment Income did not exceed the preferred return rate of 1.75% (the “preferred return” or “hurdle”);
|
•
|
100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeded the preferred return but was less than or equal to 2.1875% in any fiscal quarter was payable to FSM. This portion of the Company’s subordinated incentive fee on income was referred to as the “catch-up” provision, and it was intended to provide FSM with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reached 2.1875% on net assets in any fiscal quarter; and
|
•
|
For any quarter in which the Company’s Pre-Incentive Fee Net Investment Income exceeded 2.1875% on net assets, the subordinated incentive fee on income was equal to 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, as the preferred return and catch-up would have been achieved.
|
•
|
No Part I incentive fee was payable to FSM in any fiscal quarter in which the Company’s Pre-Incentive Fee Investment Income did not exceed a hurdle rate of 2.00%;
|
•
|
100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeded the 2.0% hurdle rate but was less than or equal to 2.5% was payable to FSM. This portion of the Company’s Part I incentive fee was referred to as the “catch-up” and was intended to provide the Investment Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reached 2.5% in any fiscal quarter; and
|
•
|
20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeded 2.5% in any fiscal quarter was payable to FSM, as the preferred return and catch-up would have been achieved.
|
|
|
Year ended
September 30, 2017 |
|
Year ended
September 30, 2016 |
|
Year ended
September 30, 2015 |
|
Year ended
September 30, 2014 |
|
Year ended
September 30, 2013 |
Net asset value at beginning of period
|
|
$7.97
|
|
$9.00
|
|
$9.64
|
|
$9.85
|
|
$9.92
|
Net investment income (4)
|
|
0.51
|
|
0.72
|
|
0.75
|
|
1.00
|
|
1.04
|
Net unrealized appreciation (depreciation) on investments and secured borrowings (4)
|
|
(0.69)
|
|
(0.33)
|
|
(0.46)
|
|
(0.23)
|
|
0.12
|
Net realized gain (loss) on investments and secured borrowings (4)
|
|
(1.21)
|
|
(0.84)
|
|
(0.19)
|
|
0.02
|
|
(0.24)
|
Distributions to stockholders (4)
|
|
(0.47)
|
|
(0.67)
|
|
(0.79)
|
|
(0.94)
|
|
(0.90)
|
Tax return of capital (4)
|
|
—
|
|
(0.05)
|
|
—
|
|
(0.06)
|
|
(0.25)
|
Net issuance/repurchases of common stock (4)
|
|
0.05
|
|
0.14
|
|
0.05
|
|
—
|
|
0.16
|
Net asset value at end of period
|
|
$6.16
|
|
$7.97
|
|
$9.00
|
|
$9.64
|
|
$9.85
|
Per share market value at beginning of period
|
|
$5.81
|
|
$6.17
|
|
$9.18
|
|
$10.29
|
|
$10.98
|
Per share market value at end of period
|
|
$5.47
|
|
$5.81
|
|
$6.17
|
|
$9.18
|
|
$10.29
|
Total return (1)
|
|
2.84%
|
|
7.02%
|
|
(27.18)%
|
|
(0.97)%
|
|
4.89%
|
Common shares outstanding at beginning of period
|
|
143,259
|
|
150,263
|
|
153,340
|
|
139,041
|
|
91,048
|
Common shares outstanding at end of period
|
|
140,961
|
|
143,259
|
|
150,263
|
|
153,340
|
|
139,041
|
Net assets at beginning of period
|
|
$1,142,288
|
|
$1,353,094
|
|
$1,478,475
|
|
$1,368,872
|
|
$903,570
|
Net assets at end of period
|
|
$867,657
|
|
$1,142,288
|
|
$1,353,094
|
|
$1,478,475
|
|
$1,368,872
|
Average net assets (2)
|
|
$1,018,498
|
|
$1,229,639
|
|
$1,413,357
|
|
$1,393,635
|
|
$1,095,225
|
Ratio of net investment income to average net assets
|
|
7.13%
|
|
8.68%
|
|
8.13%
|
|
10.23%
|
|
10.50%
|
Ratio of total expenses to average net assets (excluding base management fee waiver and insurance recovery)
|
|
10.49%
|
|
13.09%
|
|
10.69%
|
|
10.91%
|
|
9.95%
|
Effect of base management fee waiver
|
|
(0.02)%
|
|
(0.03)%
|
|
(0.04)%
|
|
(0.05)%
|
|
(0.21)%
|
Effect of insurance recoveries
|
|
(0.12)%
|
|
(1.58)%
|
|
—
|
|
—
|
|
—
|
Ratio of net expenses to average net assets
|
|
10.35%
|
|
11.48%
|
|
10.65%
|
|
10.86%
|
|
9.74%
|
Ratio of portfolio turnover to average investments at fair value
|
|
39.06%
|
|
23.39%
|
|
23.02%
|
|
25.50%
|
|
38.22%
|
Weighted average outstanding debt (3)
|
|
$982,372
|
|
$1,190,105
|
|
$1,228,413
|
|
$1,110,021
|
|
$597,596
|
Average debt per share (4)
|
|
$6.95
|
|
$8.07
|
|
$8.02
|
|
$7.82
|
|
$5.42
|
(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 DRIP.
|
(2)
|
Calculated based upon the weighted average net assets for the period.
|
(3)
|
Calculated based upon the weighted average of loans payable for the period.
|
(4)
|
Calculated based upon weighted average shares outstanding for the period.
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Lift Brands Holdings, Inc.
|
|
$
|
15,000
|
|
|
$
|
13,000
|
|
P2 Upstream Acquisition Co.
|
|
10,000
|
|
|
10,000
|
|
||
Valet Merger Sub, Inc.
|
|
9,326
|
|
|
5,596
|
|
||
Edge Fitness, LLC
|
|
8,353
|
|
|
8,353
|
|
||
InMotion Entertainment Group, LLC
|
|
7,544
|
|
|
6,856
|
|
||
BeyondTrust Software, Inc.
|
|
5,995
|
|
|
5,995
|
|
||
EOS Fitness Opco Holdings, LLC
|
|
5,000
|
|
|
5,000
|
|
||
Dominion Diagnostics, LLC (1)(2)
|
|
4,180
|
|
|
—
|
|
||
Impact Sales, LLC
|
|
3,234
|
|
|
—
|
|
||
Systems, Inc.
|
|
3,030
|
|
|
—
|
|
||
Thing5, LLC
|
|
3,000
|
|
|
5,000
|
|
||
WeddingWire, Inc.
|
|
3,000
|
|
|
3,000
|
|
||
Keypath Education, Inc.
|
|
3,000
|
|
|
—
|
|
||
Traffic Solutions Holdings, Inc.
|
|
2,998
|
|
|
2,682
|
|
||
Motion Recruitment Partners LLC
|
|
2,900
|
|
|
2,900
|
|
||
Pingora MSR Opportunity Fund I, LP (limited partnership interest)
|
|
2,760
|
|
|
2,054
|
|
||
Edmentum, Inc.(1)
|
|
2,664
|
|
|
2,664
|
|
||
OmniSYS Acquisition Corporation
|
|
2,500
|
|
|
2,500
|
|
||
Ping Identity Corporation
|
|
2,500
|
|
|
2,500
|
|
||
4 Over International, LLC
|
|
2,232
|
|
|
2,232
|
|
||
New IPT, Inc.
|
|
2,229
|
|
|
—
|
|
||
Refac Optical Group
|
|
2,080
|
|
|
6,400
|
|
||
SPC Partners VI, L.P. (limited partnership interest)
|
|
2,000
|
|
|
—
|
|
||
Ministry Brands, LLC
|
|
1,708
|
|
|
15,000
|
|
||
Sailpoint Technologies, Inc.
|
|
1,500
|
|
|
—
|
|
||
Metamorph US 3, LLC (1)
|
|
1,470
|
|
|
3,675
|
|
||
Senior Loan Fund JV 1, LLC
|
|
1,328
|
|
|
14,065
|
|
||
TransTrade Operators, Inc. (1)(3)
|
|
1,052
|
|
|
424
|
|
||
Webster Capital III, L.P. (limited partnership)
|
|
736
|
|
|
1,013
|
|
||
Riverside Fund V, LP (limited partnership interest)
|
|
539
|
|
|
853
|
|
||
Garretson Firm Resolution Group, Inc.
|
|
508
|
|
|
1,066
|
|
||
Sterling Capital Partners IV, L.P. (limited partnership interest)
|
|
490
|
|
|
485
|
|
||
Beecken Petty O'Keefe Fund IV, L.P. (limited partnership interest)
|
|
472
|
|
|
813
|
|
Tailwind Capital Partners II, L.P. (limited partnership interest)
|
|
391
|
|
|
1,005
|
|
||
Moelis Capital Partners Opportunity Fund I-B, L.P. (limited partnership interest)
|
|
365
|
|
|
476
|
|
||
RCP Direct II, LP (limited partnership interest)
|
|
364
|
|
|
654
|
|
||
Cenegenics, LLC (1)(3)
|
|
297
|
|
|
1,001
|
|
||
Riverside Fund IV, LP (limited partnership interest)
|
|
254
|
|
|
544
|
|
||
ACON Equity Partners III, LP (limited partnership interest)
|
|
239
|
|
|
204
|
|
||
RCP Direct, LP (limited partnership interest)
|
|
184
|
|
|
236
|
|
||
Bunker Hill Capital II (QP), LP (limited partnership interest)
|
|
183
|
|
|
190
|
|
||
Milestone Partners IV, LP (limited partnership interest)
|
|
180
|
|
|
261
|
|
||
SPC Partners V, L.P. (limited partnership interest)
|
|
159
|
|
|
602
|
|
||
Riverlake Equity Partners II, LP (limited partnership interest)
|
|
129
|
|
|
177
|
|
||
L Squared Capital Partners (limited partnership interest)
|
|
—
|
|
|
308
|
|
||
Legalzoom.com, Inc.
|
|
—
|
|
|
15,427
|
|
||
TigerText, Inc.
|
|
—
|
|
|
10,000
|
|
||
RP Crown Parent, LLC
|
|
—
|
|
|
9,414
|
|
||
TIBCO Software, Inc.
|
|
—
|
|
|
5,800
|
|
||
Integrated Petroleum Technologies, Inc.
|
|
—
|
|
|
5,397
|
|
||
Trialcard Incorporated
|
|
—
|
|
|
4,900
|
|
||
Adventure Interactive, Corp. (2)
|
|
—
|
|
|
4,846
|
|
||
Baart Programs, Inc.
|
|
—
|
|
|
4,762
|
|
||
Discovery Practice Management, Inc.
|
|
—
|
|
|
3,958
|
|
||
OBHG Management Services, LLC
|
|
—
|
|
|
3,836
|
|
||
First American Payment Systems, LP
|
|
—
|
|
|
3,000
|
|
||
My Alarm Center, LLC
|
|
—
|
|
|
2,940
|
|
||
Eagle Hospital Physicians, Inc.
|
|
—
|
|
|
2,753
|
|
||
HealthDrive Corporation
|
|
—
|
|
|
2,534
|
|
||
Teaching Strategies, LLC
|
|
—
|
|
|
2,400
|
|
||
ExamSoft Worldwide, Inc.
|
|
—
|
|
|
2,000
|
|
||
Accruent, LLC
|
|
—
|
|
|
1,900
|
|
||
Total
|
|
$
|
118,073
|
|
|
$
|
215,651
|
|
|
For the three months ended
|
|||||||||||||||||||||||||||||||||||
(dollars in thousands,
except per share
amounts)
|
September 30, 2017
|
June 30,
2017 |
March 31,
2017 |
December 31, 2016
|
September 30, 2016
|
June 30,
2016 |
March 31,
2016 |
December 31, 2015
|
September 30, 2015
|
June 30,
2015 |
March 31,
2015 |
December 31, 2014
|
||||||||||||||||||||||||
Total investment income
|
$
|
35,732
|
|
$
|
44,917
|
|
$
|
45,555
|
|
$
|
51,760
|
|
$
|
59,160
|
|
$
|
64,026
|
|
$
|
59,563
|
|
$
|
65,122
|
|
$
|
63,770
|
|
$
|
69,900
|
|
$
|
66,467
|
|
$
|
65,338
|
|
Net investment income
|
11,464
|
|
19,390
|
|
18,504
|
|
23,294
|
|
25,695
|
|
29,106
|
|
25,343
|
|
26,582
|
|
28,159
|
|
32,251
|
|
28,123
|
|
26,407
|
|
||||||||||||
Net realized and unrealized loss
|
(136,935
|
)
|
(25,447
|
)
|
(9,703
|
)
|
(97,536
|
)
|
(29,128
|
)
|
(34,324
|
)
|
(20,363
|
)
|
(89,468
|
)
|
(30,548
|
)
|
(11,740
|
)
|
(2,380
|
)
|
(54,877
|
)
|
||||||||||||
Net increase (decrease) in net assets resulting from operations
|
(125,471
|
)
|
(6,057
|
)
|
8,801
|
|
(74,242
|
)
|
(3,433
|
)
|
(5,218
|
)
|
4,980
|
|
(62,886
|
)
|
(2,389
|
)
|
20,511
|
|
25,743
|
|
(28,470
|
)
|
||||||||||||
Net assets
|
867,657
|
|
1,010,750
|
|
1,019,626
|
|
1,030,272
|
|
1,142,288
|
|
1,184,376
|
|
1,225,974
|
|
1,263,113
|
|
1,353,094
|
|
1,403,213
|
|
1,410,302
|
|
1,407,822
|
|
||||||||||||
Total investment income per common share
|
$
|
0.25
|
|
$
|
0.32
|
|
$
|
0.32
|
|
$
|
0.36
|
|
$
|
0.41
|
|
$
|
0.44
|
|
$
|
0.40
|
|
$
|
0.43
|
|
$
|
0.42
|
|
$
|
0.46
|
|
$
|
0.43
|
|
$
|
0.43
|
|
Net investment income per common share
|
0.08
|
|
0.14
|
|
0.13
|
|
0.16
|
|
0.18
|
|
0.20
|
|
0.17
|
|
0.18
|
|
0.18
|
|
0.21
|
|
0.18
|
|
0.17
|
|
||||||||||||
Earnings (losses) per common share
|
(0.89
|
)
|
(0.04
|
)
|
0.06
|
|
(0.52
|
)
|
(0.02
|
)
|
(0.04
|
)
|
0.03
|
|
(0.42
|
)
|
(0.02
|
)
|
0.13
|
|
0.17
|
|
(0.19
|
)
|
||||||||||||
Net asset value per common share at period end
|
6.16
|
|
7.17
|
|
7.23
|
|
7.31
|
|
7.97
|
|
8.15
|
|
8.33
|
|
8.41
|
|
9.00
|
|
9.15
|
|
9.20
|
|
9.18
|
|
Portfolio Company/Type of Investment (1)
|
|
Cash Interest Rate
|
|
Industry
|
|
Principal
|
|
Net Realized Gain (Loss)
|
|
Net Unrealized Appreciation (Depreciation)
|
|
Amount of
Interest,
Fees or
Dividends
Credited in
Income (2)
|
|
Fair Value
at October 1,
2016
|
|
Gross
Additions (3)
|
|
Gross
Reductions (4)
|
|
Fair Value
at September 30, 2017
|
|
% of Total Net Assets
|
||||||||||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Traffic Solutions Holdings, Inc.
|
|
|
|
Construction & engineering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash 2% PIK due 4/1/2021
|
|
8.34
|
%
|
|
|
|
$
|
36,567
|
|
|
$
|
—
|
|
|
$
|
(148
|
)
|
|
$
|
4,243
|
|
|
$
|
36,328
|
|
|
$
|
1,303
|
|
|
$
|
(1,063
|
)
|
|
$
|
36,568
|
|
|
4.2
|
%
|
First Lien Revolver, LIBOR+6% (1% floor) cash due 4/1/2021
|
|
7.34
|
%
|
|
|
|
1,250
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
2,800
|
|
|
1,261
|
|
|
(2,811
|
)
|
|
1,250
|
|
|
0.1
|
%
|
||||||||
LC Facility, 6% cash due 4/1/2021
|
|
|
|
|
|
4,752
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|
3,518
|
|
|
1,248
|
|
|
(14
|
)
|
|
4,752
|
|
|
0.5
|
%
|
|||||||||
746,114 Series A Preferred Units, 10%
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(13,864
|
)
|
|
1,471
|
|
|
20,094
|
|
|
3,201
|
|
|
(15,595
|
)
|
|
7,700
|
|
|
0.9
|
%
|
|||||||||
746,114 Common Stock Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,284
|
|
|
(2,284
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
TransTrade Operators, Inc. (7)
|
|
|
|
Air freight and logistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, 5% cash due 12/31/2017
|
|
|
|
|
|
15,973
|
|
|
—
|
|
|
(5,238
|
)
|
|
8
|
|
|
7,046
|
|
|
644
|
|
|
(5,880
|
)
|
|
1,810
|
|
|
0.2
|
%
|
|||||||||
First Lien Revolver, 8% cash due 12/31/2017
|
|
|
|
|
|
7,757
|
|
|
—
|
|
|
(872
|
)
|
|
(4
|
)
|
|
—
|
|
|
2,680
|
|
|
(2,680
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
596.67 Series A Common Units
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||
4,000 Series A Preferred Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||
5,200,000 Series B Preferred Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||
First Star Aviation, LLC (6)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
10,104,401 Common Units
|
|
|
|
|
|
—
|
|
|
(3,767
|
)
|
|
3,119
|
|
|
—
|
|
|
2,413
|
|
|
3,120
|
|
|
(5,533
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
First Star Speir Aviation Limited (6)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, 9% cash due 12/15/2020
|
|
|
|
|
|
41,395
|
|
|
—
|
|
|
2,945
|
|
|
2,618
|
|
|
54,214
|
|
|
4,031
|
|
|
(16,850
|
)
|
|
41,395
|
|
|
4.8
|
%
|
|||||||||
100% equity interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(7,413
|
)
|
|
—
|
|
|
2,839
|
|
|
8,500
|
|
|
(7,413
|
)
|
|
3,926
|
|
|
0.5
|
%
|
|||||||||
First Star Bermuda Aviation Limited (6)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
|
|
|
|
|
|
11,868
|
|
|
—
|
|
|
17
|
|
|
915
|
|
|
11,851
|
|
|
179
|
|
|
(162
|
)
|
|
11,868
|
|
|
1.4
|
%
|
|||||||||
100% equity interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(2,739
|
)
|
|
—
|
|
|
5,729
|
|
|
58
|
|
|
(3,464
|
)
|
|
2,323
|
|
|
0.3
|
%
|
|||||||||
Eagle Hospital Physicians, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan A, 8% PIK due 4/30/2017
|
|
|
|
|
|
—
|
|
|
(13,812
|
)
|
|
14
|
|
|
571
|
|
|
13,875
|
|
|
1,058
|
|
|
(14,933
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
First Lien Term Loan B, 8.1% PIK due 4/30/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
81
|
|
|
3,887
|
|
|
4,189
|
|
|
(8,076
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
First Lien Revolver, 8% cash due 4/30/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
1,913
|
|
|
2,257
|
|
|
(4,170
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
4,100,000 Class A Common Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(6,185
|
)
|
|
—
|
|
|
7,421
|
|
|
4,100
|
|
|
(11,521
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
Earn-out
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,851
|
|
|
(2,865
|
)
|
|
4,986
|
|
|
0.6
|
%
|
|||||||||
Senior Loan Fund JV I, LLC (5)
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Subordinated Notes, LIBOR+8% cash due 5/2/2021
|
|
|
|
|
|
—
|
|
|
(19,857
|
)
|
|
15,838
|
|
|
2,859
|
|
|
129,004
|
|
|
16,546
|
|
|
(145,550
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
Class A Mezzanine Secured Deferrable Floating Rate Notes due 2036 in SLF Repack Issuer 2016 LLC
|
|
6.88
|
%
|
|
|
|
101,030
|
|
|
—
|
|
|
—
|
|
|
5,225
|
|
|
—
|
|
|
101,030
|
|
|
—
|
|
|
101,030
|
|
|
11.6
|
%
|
||||||||
Class B Mezzanine Secured Deferrable Fixed Rate Notes, 15% PIK due 2036 in SLF Repack Issuer 2016 LLC
|
|
|
|
|
|
27,641
|
|
|
—
|
|
|
—
|
|
|
2,977
|
|
|
—
|
|
|
27,641
|
|
|
—
|
|
|
27,641
|
|
|
3.2
|
%
|
|||||||||
87.5% LLC equity interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(8,263
|
)
|
|
1,050
|
|
|
13,708
|
|
|
434
|
|
|
(8,617
|
)
|
|
5,525
|
|
|
0.6
|
%
|
Express Group Holdings LLC (8)
|
|
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 9/3/2019
|
|
|
|
|
|
—
|
|
|
(22,312
|
)
|
|
10,880
|
|
|
(110
|
)
|
|
1,193
|
|
|
12,073
|
|
|
(13,266
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
First Lien Revolver, LIBOR+4.5% (1% floor) cash due 3/4/2019
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
6,090
|
|
|
5,211
|
|
|
(11,301
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
Last-In Revolver, PRIME+3.5% (3.5% floor) cash due 10/7/2016
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
3,000
|
|
|
—
|
|
|
(3,000
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
14,033,391 Series B Preferred Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
3,982
|
|
|
—
|
|
|
—
|
|
|
3,982
|
|
|
(3,982
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
280,668 Series A Preferred Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
1,593
|
|
|
—
|
|
|
—
|
|
|
1,593
|
|
|
(1,593
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
1,456,344 Common Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||||||
Ameritox Ltd. (7)
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021
|
|
6.33
|
%
|
|
|
|
38,338
|
|
|
—
|
|
|
(32,905
|
)
|
|
2,428
|
|
|
31,039
|
|
|
9,151
|
|
|
(35,745
|
)
|
|
4,445
|
|
|
0.5
|
%
|
||||||||
14,090,126.4 Class A Preferred A Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(15,437
|
)
|
|
—
|
|
|
15,437
|
|
|
1,423
|
|
|
(16,860
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
1,602,260.83 Class B Preferred A Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(1,755
|
)
|
|
—
|
|
|
1,755
|
|
|
162
|
|
|
(1,917
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
4,930.03 Common Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(13,113
|
)
|
|
—
|
|
|
13,113
|
|
|
—
|
|
|
(13,113
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
New IPT, Inc.
|
|
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash due 3/17/2021
|
|
6.33
|
%
|
|
|
|
$
|
4,107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
4,107
|
|
|
$
|
—
|
|
|
$
|
4,107
|
|
|
0.5
|
%
|
Second Lien Term Loan, LIBOR+5.1% (1% floor) cash due 9/17/2021
|
|
6.43
|
%
|
|
|
|
2,504
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
2,504
|
|
|
—
|
|
|
2,504
|
|
|
0.3
|
%
|
||||||||
First Lien Revolver, LIBOR+5% (1% floor) cash due 3/17/2021
|
|
6.33
|
%
|
|
|
|
1,009
|
|
|
26
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
|
0.1
|
%
|
||||||||
50.087 Class A Common Units in New IPT Holdings, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|
—
|
|
|
736
|
|
|
0.1
|
%
|
|||||||||
AdVenture Interactive, Corp.
|
|
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
9,073 shares of common stock
|
|
|
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
24,466
|
|
|
(10,648
|
)
|
|
13,818
|
|
|
1.6
|
%
|
|||||||||
Keypath Education, Inc.
|
|
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash due 4/3/2022
|
|
8.33
|
%
|
|
|
|
19,960
|
|
|
—
|
|
|
—
|
|
|
835
|
|
|
—
|
|
|
19,960
|
|
|
—
|
|
|
19,960
|
|
|
2.3
|
%
|
||||||||
First Lien Revolver, LIBOR+7% (1% floor) cash due 4/3/2022
|
|
8.33
|
%
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
9,073 Class A Units in FS AVI Holdco, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(2,730
|
)
|
|
—
|
|
|
—
|
|
|
10,648
|
|
|
(2,730
|
)
|
|
7,918
|
|
|
0.9
|
%
|
|||||||||
Total Control Investments
|
|
|
|
|
|
$
|
314,151
|
|
|
$
|
(59,722
|
)
|
|
$
|
(71,329
|
)
|
|
$
|
26,059
|
|
|
$
|
388,267
|
|
|
$
|
290,640
|
|
|
$
|
(373,636
|
)
|
|
$
|
305,271
|
|
|
35.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Caregiver Services, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
|
|
|
|
|
|
9,719
|
|
|
—
|
|
|
(81
|
)
|
|
1,170
|
|
|
9,549
|
|
|
232
|
|
|
(116
|
)
|
|
9,665
|
|
|
1.1
|
%
|
|||||||||
1,080,399 shares of Series A Preferred Stock, 10%
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(1,544
|
)
|
|
—
|
|
|
4,079
|
|
|
5
|
|
|
(1,550
|
)
|
|
2,534
|
|
|
0.3
|
%
|
|||||||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
Home improvement retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 8/31/2018
|
|
|
|
|
|
22,956
|
|
|
—
|
|
|
96
|
|
|
4,310
|
|
|
24,268
|
|
|
995
|
|
|
(2,306
|
)
|
|
22,957
|
|
|
2.6
|
%
|
|||||||||
4,668,788 shares of Preferred Stock
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
1,873
|
|
|
349
|
|
|
(395
|
)
|
|
1,827
|
|
|
0.2
|
%
|
|||||||||
Total Affiliate Investments
|
|
|
|
|
|
$
|
32,675
|
|
|
$
|
—
|
|
|
$
|
(1,574
|
)
|
|
$
|
5,480
|
|
|
$
|
39,769
|
|
|
$
|
1,581
|
|
|
$
|
(4,367
|
)
|
|
$
|
36,983
|
|
|
4.3
|
%
|
|
Total Control & Affiliate Investments
|
|
|
|
|
|
$
|
346,826
|
|
|
$
|
(59,722
|
)
|
|
$
|
(72,903
|
)
|
|
$
|
31,539
|
|
|
$
|
428,036
|
|
|
$
|
292,221
|
|
|
$
|
(378,003
|
)
|
|
$
|
342,254
|
|
|
39.4
|
%
|
(1)
|
The principal amount and ownership detail are shown in the Company's 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 Affiliate categories.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest (net of non-accrual amounts), 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)
|
Together with Kemper, the Company co-invests through SLF JV I. SLF JV I is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF JV I must be approved by the SLF JV I investment committee consisting of representatives of the Company and Kemper (with approval from a representative of each required).
|
(6)
|
First Star Aviation, LLC, First Star Bermuda Aviation Limited and First Star Speir Aviation 1 Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with ASU 2013-08, the Company has deemed the holding companies to be investment companies under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly, the debt and equity investments in the wholly-owned holding companies are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
|
(7)
|
This investment was on cash non-accrual status as of September 30, 2017.
|
(8)
|
This investment was on cash non-accrual status as of September 30, 2016.
|
Portfolio Company/Type of Investment (1)
|
|
Cash Interest Rate
|
|
Industry
|
|
Principal
|
|
Net Realized Gain (Loss)
|
|
Net Unrealized Appreciation (Depreciation)
|
|
Amount of
Interest,
Fees or
Dividends
Credited in
Income (2)
|
|
Fair Value
at October 1,
2015
|
|
Gross
Additions (3)
|
|
Gross
Reductions (4)
|
|
Fair Value
at September 30, 2016
|
|
% of Total Net Assets
|
||||||||||||||||||
Control Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Traffic Solutions Holdings, Inc.
|
|
|
|
Construction & engineering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
First Lien Term Loan, LIBOR+7% (1% floor) cash 2% PIK due 4/1/2021
|
|
8.00
|
%
|
|
|
|
$
|
36,180
|
|
|
$
|
—
|
|
|
$
|
176
|
|
|
$
|
2,370
|
|
|
$
|
—
|
|
|
$
|
37,244
|
|
|
$
|
(916
|
)
|
|
$
|
36,328
|
|
|
3.2
|
%
|
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
|
|
|
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
1,458
|
|
|
16,878
|
|
|
341
|
|
|
(17,219
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
First Lien Revolver, LIBOR+6% (1% floor) cash due 4/1/2021
|
|
7.34
|
%
|
|
|
|
2,800
|
|
|
—
|
|
|
3
|
|
|
145
|
|
|
—
|
|
|
2,891
|
|
|
(91
|
)
|
|
2,800
|
|
|
0.2
|
%
|
||||||||
LC Facility, 6% cash due 4/1/2021
|
|
|
|
|
|
3,518
|
|
|
—
|
|
|
2
|
|
|
241
|
|
|
1,444
|
|
|
2,188
|
|
|
(114
|
)
|
|
3,518
|
|
|
0.3
|
%
|
|||||||||
746,114 Series A Preferred Units, 10%
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(1,569
|
)
|
|
2,249
|
|
|
19,414
|
|
|
4,871
|
|
|
(4,191
|
)
|
|
20,094
|
|
|
1.8
|
%
|
|||||||||
746,114 Common Stock Units
|
|
|
|
|
|
|
|
|
|
(5,931
|
)
|
|
—
|
|
|
5,930
|
|
|
—
|
|
|
(5,930
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||||
TransTrade Operators, Inc.
|
|
|
|
Air freight and logistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, 5% cash 3% PIK due 12/31/2017
|
|
|
|
|
|
15,973
|
|
|
—
|
|
|
(1,668
|
)
|
|
836
|
|
|
8,713
|
|
|
1,137
|
|
|
(2,804
|
)
|
|
7,046
|
|
|
0.6
|
%
|
|||||||||
First Lien Revolver, 8% cash due 12/31/2017
|
|
|
|
|
|
6,885
|
|
|
—
|
|
|
(5,590
|
)
|
|
415
|
|
|
1,555
|
|
|
6,035
|
|
|
(7,590
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
596.67 Series A Common Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||||
4,000,000 Series A Preferred Units in TransTrade Holdings LLC
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||||
5,200,000 Series B Preferred Units in TransTrade Holding LLC
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||||
First Star Aviation, LLC (6)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
|
|
|
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
1,252
|
|
|
5,313
|
|
|
54
|
|
|
(5,367
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
10,104,401 Common Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(2,515
|
)
|
|
—
|
|
|
9,500
|
|
|
1,510
|
|
|
(8,597
|
)
|
|
2,413
|
|
|
0.2
|
%
|
|||||||||
First Star Speir Aviation Limited (6)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, 9% cash due 12/15/2020
|
|
|
|
|
|
55,395
|
|
|
—
|
|
|
2,405
|
|
|
1,655
|
|
|
47,824
|
|
|
15,611
|
|
|
(9,221
|
)
|
|
54,214
|
|
|
4.7
|
%
|
|||||||||
100% equity interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
874
|
|
|
—
|
|
|
1,965
|
|
|
2,506
|
|
|
(1,632
|
)
|
|
2,839
|
|
|
0.2
|
%
|
|||||||||
First Star Bermuda Aviation Limited (6)
|
|
|
|
Airlines
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
|
|
|
|
|
|
11,868
|
|
|
—
|
|
|
17
|
|
|
1,993
|
|
|
24,836
|
|
|
869
|
|
|
(13,854
|
)
|
|
11,851
|
|
|
1.0
|
%
|
|||||||||
100% equity interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
2,490
|
|
|
—
|
|
|
2,773
|
|
|
4,558
|
|
|
(1,602
|
)
|
|
5,729
|
|
|
0.5
|
%
|
|||||||||
Eagle Hospital Physicians, LLC
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan A, 8% PIK due 4/30/2017
|
|
|
|
|
|
13,889
|
|
|
—
|
|
|
26
|
|
|
1,097
|
|
|
13,066
|
|
|
1,226
|
|
|
(417
|
)
|
|
13,875
|
|
|
1.2
|
%
|
|||||||||
First Lien Term Loan B, 8.1% PIK due 4/30/2017
|
|
|
|
|
|
3,889
|
|
|
—
|
|
|
6
|
|
|
306
|
|
|
3,574
|
|
|
341
|
|
|
(28
|
)
|
|
3,887
|
|
|
0.3
|
%
|
|||||||||
First Lien Revolver, 8% cash due 4/30/2017
|
|
|
|
|
|
1,913
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
2,847
|
|
|
51
|
|
|
(985
|
)
|
|
1,913
|
|
|
0.2
|
%
|
|||||||||
4,100,000 Class A Common Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
1,956
|
|
|
—
|
|
|
5,464
|
|
|
2,561
|
|
|
(604
|
)
|
|
7,421
|
|
|
0.6
|
%
|
|||||||||
Senior Loan Fund JV I, LLC (5)
|
|
|
|
Multi-sector holdings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Subordinated Notes, LIBOR+8% cash due 5/2/2021
|
|
8.47
|
%
|
|
|
|
—
|
|
|
—
|
|
|
(14,876
|
)
|
|
11,959
|
|
|
128,917
|
|
|
14,963
|
|
|
(14,876
|
)
|
|
129,004
|
|
|
11.3
|
%
|
||||||||
87.5% equity interest
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
5,775
|
|
|
12,205
|
|
|
7,424
|
|
|
(5,921
|
)
|
|
13,708
|
|
|
1.2
|
%
|
|||||||||
Miche Group, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Revolver, 8% cash due 12/18/2016
|
|
|
|
|
|
—
|
|
|
(9,318
|
)
|
|
—
|
|
|
67
|
|
|
2,500
|
|
|
—
|
|
|
(2,500
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
100 units in FSFC Miche, Inc.
|
|
|
|
|
|
—
|
|
|
—
|
|
|
1,730
|
|
|
—
|
|
|
4,175
|
|
|
2,513
|
|
|
(6,688
|
)
|
|
—
|
|
|
—
|
%
|
Express Group Holdings LLC (7)
|
|
|
|
Oil & gas equipment services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, LIBOR+6% (1% floor) cash due 9/3/2019
|
|
9.00%
|
|
|
|
|
12,289
|
|
|
—
|
|
|
(10,880
|
)
|
|
473
|
|
|
—
|
|
|
12,073
|
|
|
(10,880
|
)
|
|
1,193
|
|
|
0.1
|
%
|
||||||||
First Lien Revolver, LIBOR+4.5% (1% floor) cash due 3/4/2019
|
|
5.50%
|
|
|
|
|
6,090
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
8,914
|
|
|
(2,824
|
)
|
|
6,090
|
|
|
0.5
|
%
|
||||||||
Last-In Revolver, PRIME+3.5% (3.5% floor) cash due 10/7/2016
|
|
7.00%
|
|
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
0.3
|
%
|
||||||||
14,033,391 Series B Preferred Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(3,982
|
)
|
|
—
|
|
|
—
|
|
|
3,982
|
|
|
(3,982
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
280,668 Series A Preferred Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(1,593
|
)
|
|
—
|
|
|
—
|
|
|
1,593
|
|
|
(1,593
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
1,456,344 Common Units
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||||||
Ameritox Ltd.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021
|
|
6.00%
|
|
|
|
|
31,259
|
|
|
—
|
|
|
(189
|
)
|
|
1,372
|
|
|
—
|
|
|
31,336
|
|
|
(297
|
)
|
|
31,039
|
|
|
2.7
|
%
|
||||||||
14,090,126.4 Class A Preferred A Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
1,346
|
|
|
—
|
|
|
—
|
|
|
15,437
|
|
|
—
|
|
|
15,437
|
|
|
1.4
|
%
|
|||||||||
1,602,260.83 Class B Preferred A Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
1,755
|
|
|
—
|
|
|
1,755
|
|
|
0.2
|
%
|
|||||||||
4,930.03 Common Units in Ameritox Holdings II, LLC
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(15,937
|
)
|
|
—
|
|
|
—
|
|
|
29,049
|
|
|
(15,936
|
)
|
|
13,113
|
|
|
1.1
|
%
|
|||||||||
Total Control Investments
|
|
|
|
|
|
$
|
204,948
|
|
|
$
|
(9,318
|
)
|
|
$
|
(53,599
|
)
|
|
$
|
33,999
|
|
|
$
|
318,893
|
|
|
$
|
216,033
|
|
|
$
|
(146,659
|
)
|
|
$
|
388,267
|
|
|
34.0
|
%
|
|
Affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Caregiver Services, Inc.
|
|
|
|
Healthcare services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
|
|
|
|
|
|
$
|
9,524
|
|
|
$
|
3
|
|
|
$
|
(30
|
)
|
|
$
|
1,175
|
|
|
$
|
9,389
|
|
|
$
|
395
|
|
|
$
|
(235
|
)
|
|
$
|
9,549
|
|
|
0.8
|
%
|
|
1,080,399 shares of Series A Preferred Stock, 10%
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
4,213
|
|
|
40
|
|
|
(174
|
)
|
|
4,079
|
|
|
0.4
|
%
|
|||||||||
AmBath/ReBath Holdings, Inc.
|
|
|
|
Home improvement retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
First Lien Term Loan B, 12.5% cash 2.5% PIK due 8/31/2017
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,077
|
|
|
26,240
|
|
|
935
|
|
|
(2,907
|
)
|
|
24,268
|
|
|
2.1
|
%
|
|||||||||
4,668,788 shares of Preferred Stock
|
|
|
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
|
—
|
|
|
764
|
|
|
1,715
|
|
|
(606
|
)
|
|
1,873
|
|
|
0.2
|
%
|
|||||||||
Total Affiliate Investments
|
|
|
|
|
|
$
|
9,524
|
|
|
$
|
3
|
|
|
$
|
845
|
|
|
$
|
5,252
|
|
|
$
|
40,606
|
|
|
$
|
3,085
|
|
|
$
|
(3,922
|
)
|
|
$
|
39,769
|
|
|
3.5
|
%
|
|
Total Control & Affiliate Investments
|
|
|
|
|
|
$
|
214,472
|
|
|
$
|
(9,315
|
)
|
|
$
|
(52,754
|
)
|
|
$
|
39,251
|
|
|
$
|
359,499
|
|
|
$
|
219,118
|
|
|
$
|
(150,581
|
)
|
|
$
|
428,036
|
|
|
37.5
|
%
|
(1)
|
The principal amount and ownership detail are shown in the Company's 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 Affiliate categories.
|
(3)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest (net of non-accrual amounts), 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)
|
Together with Kemper, the Company co-invests through SLF JV I. SLF JV I is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF JV I must be approved by the SLF JV I investment committee consisting of representatives of the Company and Kemper (with approval from a representative of each required).
|
(6)
|
First Star Aviation, LLC, First Star Bermuda Aviation Limited and First Star Speir Aviation 1 Limited are wholly-owned holding companies formed by the Company in order to facilitate its investment strategy. In accordance with ASU 2013-08, the Company has deemed the holding companies to be investment companies under GAAP and therefore deemed it appropriate to consolidate the financial results and financial position of the holding companies and to recognize dividend income versus a combination of interest income and dividend income. Accordingly, the debt and equity investments in the wholly-owned holding companies are disregarded for accounting purposes since the economic substance of these instruments are equity investments in the operating entities.
|
(7)
|
This investment was on cash non-accrual status as of September 30, 2016.
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Assets and Liabilities as of September 30, 2017 and 2016
|
|
Consolidated Statements of Operations for the Years Ended September 30, 2017, 2016 and 2015
|
|
Consolidated Statements of Changes in Net Assets for the Years Ended September 30, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the Years Ended September 30, 2017, 2016 and 2015
|
|
Consolidated Schedule of Investments as of September 30, 2017
|
|
Consolidated Schedule of Investments as of September 30, 2016
|
|
Notes to Consolidated Financial Statements
|
|
|
Schedule 12-14 — Investments in and advances to affiliates
|
|
Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 filed with Registrant’s Form 8-A (File No. 001-33901) filed on January 2, 2008).
|
|
|
|
|
|
Certificate of Amendment to the Registrant’s Restated Certificate of Incorporation (Incorporated by reference to Exhibit (a)(2) filed with Registrant’s Registration Statement on Form N-2 (File No. 333-146743) filed on June 6, 2008).
|
|
|
|
|
|
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 Registrant’s Registration Statement on Form N-2 (File No. 333-146743) filed on June 6, 2008).
|
|
|
|
|
|
Certificate of Amendment to Registrant’s Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 filed with Registrant’s Quarterly Report on Form 10-Q (File No. 001-33901) filed on May 5, 2010).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Company, dated as of October 17, 2017 (Filed with the Registrant’s Form 8-K (File No. 814-0755) filed on October 17, 2017).
|
|
|
|
|
|
Third Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 filed with Registrant’s Form 8-K (File No. 001-33901) filed on September 2, 2016).
|
|
|
|
|
|
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 filed with Registrant’s Form 8-A (File No. 001-33901) filed on January 2, 2008).
|
|
|
|
Indenture, dated April 30, 2012, between Registrant and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit (d)(4) filed with Registrant’s Registration Statement on Form N-2 (File No. 333-180267) filed on July 27, 2012).
|
|
|
|
|
|
Form of First Supplemental Indenture relating to the 5.875% Notes due 2024, between the Registrant and Deutsche Bank Trust Company Americas, as trustee (including Form of 5.875% 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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Form of Third Supplemental Indenture relating to the 4.875% Notes due 2019, between the Registrant and Deutsche Bank Trust Company Americas, as trustee (including Form of 4.875% Notes due 2019) (Incorporated by reference to Exhibit (d)(6) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-192770) filed on February 26, 2014).
|
|
|
|
|
|
Fourth Supplemental Indenture, dated as of October 17, 2017, between Registrant and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Form 8-K (File No. 814-00755) filed on October 17, 2017).
|
|
|
|
|
|
Form of Note relating to the 4.875% Notes due 2019, between Registrant and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.2 filed with the Registrant’s Form 8-K (File No. 814-00755) filed on October 17, 2017).
|
|
|
|
|
|
Form of Note relating to the 5.875% Notes due 2024, between Registrant and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.3 filed with the Registrant’s Form 8-K (File No. 814-00755) filed on October 17, 2017).
|
|
|
|
|
|
Form of Note relating to the 6.125% Notes due 2028, between Registrant and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.4 filed with the Registrant’s Form 8-K (File No. 814-00755) filed on October 17, 2017).
|
|
|
|
|
|
Statement of Eligibility of Trustee on Form T-1 (Incorporated by reference to Exhibit (d)(6) filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-192770) filed on February 10, 2014).
|
|
|
|
|
|
Investment Advisory Agreement, dated as of October 17, 2017, between the Registrant and Oaktree Capital Management, L.P. (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 814-00755) filed on October 17, 2017).
|
|
|
|
|
|
Custody Agreement (Incorporated by reference to Exhibit 10.1 filed with Registrant’s Form 10-Q (File No. 001-33901) filed on January 31, 2011).
|
|
|
|
|
|
Amended and Restated Dividend Reinvestment Plan (Incorporated by reference to Exhibit (10.1) filed with Registrant’s Form 8-K (File No. 001-33901) filed on October 28, 2010).
|
|
|
|
|
|
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 Registrant’s Annual Report on Form 10-K (File No. 001-33901) filed on December 9, 2009).
|
|
|
|
|
|
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 Registrant’s Form 8-K (File No. 001-33901) filed on December 5, 2011).
|
|
|
|
|
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 Registrant’s Annual Report on Form 10-K (File No. 001-33901) filed on December 9, 2009).
|
|
|
|
|
|
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 Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on June 4, 2010).
|
|
|
|
|
|
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 Registrant’s Annual Report on Form 10-K (File No. 001-33901) filed on December 2, 2010).
|
|
|
|
|
|
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 Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on March 30, 2011).
|
|
|
|
|
|
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 Registrant’s Form 8-K (File No. 001-33901) filed on December 5, 2011).
|
|
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 Registrant’s Form 8-K (File No. 001-33901) filed on April 25, 2012).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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 Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on June 4, 2010).
|
|
|
|
|
|
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 Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on March 30, 2011).
|
|
|
|
|
|
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 Registrant’s Registration Statement on Form N-2 (File No. 333-166012) filed on March 30, 2011).
|
|
|
|
|
|
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 Registrant’s Form 8-K (File No. 001-33901) filed on July 14, 2011).
|
|
|
|
|
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 Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
|
|
|
|
|
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 Registrant’s Form 8-K (File No. 001-33901) filed on March 2, 2012).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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 Registrant’s Registration Statement on Form N-2 (File No. 333-186101) filed on September 26, 2013).
|
|
|
|
|
|
Amendment No. 7 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 December 18, 2015.
|
|
|
|
|
|
Amendment No. 8 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 14, 2017, among Fifth Street Finance Corp., FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, the lenders party thereto and ING Capital LLC (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on July 17, 2017).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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 Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
|
|
|
|
|
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 Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
|
|
|
|
|
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 Registrant’s Form 10-Q (File No. 001-33901) filed on May 8, 2012).
|
|
|
|
|
|
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 October 24, 2013).
|
|
|
|
|
Amendment No. 3 to the Loan and Servicing Agreement among Registrant, Fifth Street Funding II, LLC and Sumitomo Mitsui Banking Corporation, dated as of August 17, 2015 (Incorporated by reference to Exhibit 10.1 to the Form 8-K (File No. 001-33901) filed August 21, 2015).
|
|
|
|
|
|
Waiver and Amendment No. 4 to Loan and Servicing Agreement, dated as of July 13, 2017, by and among Fifth Street Funding II, LLC, Fifth Street Finance Corp., Sumitomo Mitsui Banking Corporation, and each of the lenders from time to time party thereto (Incorporated by reference to Exhibit 10.2 to the Form 8-K (File No. 001-33901) filed July 17, 2017).
|
|
|
|
|
|
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 Registrant’s Annual Report on Form 10-K (File No. 814-00755) filed on November 29, 2011).
|
|
|
|
|
|
Senior Loan Fund JVI, LLC Limited Liability Company Agreement, dated May 2, 2014, by and between Fifth Street Finance Corp. and Trinity Universal Insurance Company (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Form 8-K (File No. 001-33901) filed on May 7, 2014).
|
|
|
|
|
|
Purchase and Settlement Agreement, dated February 18, 2016, by and among Registrant, Fifth Street Holdings L.P., Leonard M. Tannenbaum, Fifth Street Asset Management Inc., RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund, Randy I. Rochman, Fred G. Steingraber and Murray R. Wise (Incorporated by reference to Exhibit 10.1 filed with Registrant’s Form 8-K (File No. 001-33901) filed on February 19, 2016).
|
|
|
|
|
|
Amendment No. 1 to the Purchase and Settlement Agreement, dated as of February 23, 2016, by and among Fifth Street Finance Corp., Fifth Street Holdings L.P., Leonard M. Tannenbaum, Fifth Street Asset Management Inc., RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund and RiverNorth/DoubleLine Strategic Income Fund, Randy I. Rochman, Fred G. Steingraber and Murray R. Wise (Incorporated by reference to Exhibit 10.2 filed with Registrant’s Form 8-K (File No. 001-33901) filed on February 24, 2016).
|
|
|
|
|
|
Administration Agreement, dated as of October 17, 2017, between the Registrant and Oaktree Administrator (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Form 8-K (File No. 814-00755) filed on October 17, 2017).
|
|
|
|
|
|
Pledge Agreement, dated as of October 17, 2017, between the Registrant and Fifth Street Holdings L.P. (Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Form 8-K (File No. 814-00755) filed on October 17, 2017).
|
|
|
|
|
|
Amendment No. 9 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 17, 2017, among the Registrant, FSFC Holdings, Inc., Fifth Street Fund of Funds LLC, the lenders party thereto and ING Capital LLC as administrative agent for the lenders party thereto (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on November 22, 2017).
|
|
|
|
|
|
Computation of Per Share Earnings (included in the Notes to the Financial Statements contained in this report).
|
|
|
Joint Code of Ethics of the Registrant and Oaktree Strategic Income Corporation.
|
|
|
|
||
|
|
Code of Ethics of Oaktree Capital Management, L.P.
|
|
|
|
||
21
|
|
|
Subsidiaries of Registrant and jurisdiction of incorporation/organizations:
Fifth Street Funding, LLC — Delaware
Fifth Street Funding II, LLC — Delaware
Fifth Street Fund of Funds LLC — Delaware
Fifth Street Mezzanine Partners IV, L.P. — Delaware
Fifth Street Mezzanine Partners V, L.P. — Delaware
FSMP IV GP, LLC — Delaware
FSMP V GP, LLC — Delaware
FSFC Holdings, Inc. — Delaware
|
|
|
||
|
|
Power of Attorney (included on the signature page hereto).
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
*
|
Filed herewith.
|
|
|
|
OAKTREE SPECIALTY LENDING CORPORATION
|
||
|
|
|
By:
|
|
/s/ Edgar Lee
|
|
|
Edgar Lee
|
|
|
Chief Executive Officer
|
|
|
|
By:
|
|
/s/ Mel Carlisle
|
|
|
Mel Carlisle
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
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/s/ EDGAR LEE
Edgar Lee
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Chief Executive Officer
(principal executive officer)
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November 29, 2017
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/s/ MEL CARLISLE
Mel Carlisle
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Chief Financial Officer and Treasurer
(principal financial officer and
principal accounting officer)
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November 29, 2017
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/s/ RICHARD P. DUTKIEWICZ
Richard P. Dutkiewicz
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Director
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November 29, 2017
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/s/ JOHN B. FRANK
John B. Frank
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Director
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November 29, 2017
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/s/ MARC H. GAMSIN
Marc H. Gamsin
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Director
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November 29, 2017
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/s/ CRAIG JACOBSON
Craig Jacobson
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Director
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November 29, 2017
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/s/ RICHARD G. RUBEN
Richard G. Ruben
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Director
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November 29, 2017
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/s/ BRUCE ZIMMERMAN
Bruce Zimmerman
|
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Director
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November 29, 2017
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|
•
|
Direct obligations of the U.S. government (
i.e.
, Treasury securities)
|
•
|
Bank certificates of deposit
|
•
|
Bankers’ acceptances
|
•
|
Commercial paper
|
•
|
High-quality, short-term debt obligations, including repurchase agreements
|
•
|
Shares issued by money market funds
|
•
|
Shares issued by open-end mutual funds, except those open-end mutual funds for which the Adviser acts as investment manager or sub-adviser, which are considered Reportable Securities (as defined below)
|
•
|
Shares issued by unit investments trusts that are invested exclusively in one or more open-end mutual funds, except interests in those open-end mutual funds for which the Adviser acts as investment manager or sub-adviser, which are considered Reportable Securities (as defined below)
|
•
|
Interests in any private investment fund, co-investment vehicle or other collective investment vehicle, in each case for which the Adviser acts, directly or indirectly, as general partner, manager, managing member, discretionary manager, investment manager or investment adviser, except interests in those open-end mutual funds for which the Adviser acts as investment manager or sub-adviser, which are considered Reportable Securities
|
•
|
Securities purchased on behalf of an Access Person for an account over which the Access Person has no direct or indirect influence or control (
e.g.
, those done through a managed account or blind trust)
|
•
|
Municipal bonds
|
•
|
U.S. government agency obligations (
i.e.,
FNMA, FHLMC, GNMA)
|
•
|
Debt obligations issued by foreign governments
|
•
|
Auction-rate money market instruments
|
•
|
Open-end investment companies not registered under the Investment Company Act (
i.e.
, non-U.S. funds)
|
•
|
Futures and options on currencies or on a broad-based securities index
|
•
|
Non-financial commodities (
e.g.
, pork belly contracts)
|
•
|
Non-volitionary transactions (
i.e.
, assignment of an option position or exercise of an option at expiration, tender offers when participation is mandatory)
|
•
|
Securities purchased through the reinvestment of dividends in an automatic dividend reinvestment plan (but not through the investment of additional amounts under
such plans) |
•
|
Securities purchases effected pursuant to an automatic investment plan
|
•
|
Shares or other interests issued by open-end mutual funds for which the Adviser acts as investment manager or sub-adviser
|
•
|
Shares or other interests issued by unit investments trusts that are invested exclusively in shares issued by open-end mutual funds for which the Adviser acts as investment manager or sub-adviser
|
●
|
employ any device, scheme or artifice to defraud the Corporation;
|
●
|
make any untrue statement of a material fact to the Corporation or omit to state a material fact necessary in order to make the statements made to the Corporation, in light of the circumstances under which it was made, not misleading;
|
●
|
engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Corporation; or
|
●
|
engage in any manipulative practice with respect to the Corporation.
|
A.
|
Reports
|
B.
|
Exceptions to Reporting Requirements
|
A.
|
Initial and Annual Certifications
. All Access Persons are required to certify that they have read and understand this Code and recognize that they are subject to the provisions hereof and will comply with the policy and procedures stated herein. Further, all Access Persons are required to certify annually that they have complied with the requirements of this Code and that they have reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of such policies.
|
B.
|
Board Review
. Each Corporation and the Adviser shall prepare an annual written report to the Board of Directors to be presented at the first regular meeting of the Board after June 30 of each year that shall:
|
•
|
summarize existing procedures concerning personal investing, including pre-clearance policies and the monitoring of personal investment activity after pre-clearance has been granted, and any changes in the procedures during the past year;
|
•
|
describe any issues arising under this Code or the Adviser’s code of ethics or its procedures since the last report to the Board of Directors including, but not limited to, information about any material violations of this Code or the Adviser’s code of ethics or its procedures and any sanctions imposed during the past year;
|
•
|
identify any recommended changes in existing restrictions or procedures based upon experience under this Code or the Adviser’s code of ethics, evolving industry practice or developments in applicable laws and regulations;
|
•
|
contain such other information, observations and recommendations as deemed relevant by a Corporation or the Adviser; and
|
•
|
certify that a Corporation and the Adviser have each adopted a code of ethics with procedures reasonably necessary to prevent Access Persons from violating the provisions of Rule 17j-1(b) or this Code.
|
•
|
Personal Investment Transactions Policy;
|
•
|
Insider Trading Policy;
|
•
|
Expert Network Policy;
|
•
|
Gifts, Meals, Entertainment Travel and Lodging Policy;
|
•
|
Political Activity Policy; and
|
•
|
Outside Activity Policy.
|
•
|
You must at all times place the interest of our clients before your own interests.
|
•
|
You must pay strict attention to potential conflicts of interest, avoiding them if possible and disclosing them and dealing with them appropriately when the conflict is unavoidable or inherent in our business.
|
•
|
You must adhere to the fundamental standard that Oaktree employees should not take advantage of their positions for their personal benefit.
|
•
|
Contracting on Oaktree’s behalf with a vendor of which the CEO or other senior executive is your family member.
|
•
|
Placing a trade on behalf of an Oaktree client or fund with a securities broker with whom you recently attended a high profile entertainment event.
|
•
|
Acquiring property leased by Oaktree or that an Oaktree strategy is considering for acquisition.
|
•
|
Contributing to the campaign of a political candidate for a position that oversees the selection of investment managers for a public retirement plan that is a client or prospective client of Oaktree.
|
•
|
Serving as a trustee of a foundation or a director of a company that is a prospective client of Oaktree.
|
•
|
Frequently attending entertainment events at the invitation of service providers engaged by or seeking business from Oaktree.
|
•
|
Accepting outside employment that interferes with your responsibilities at Oaktree.
|
•
|
Owning an interest in a company or a property with which Oaktree, its funds, accounts or a portfolio company conducts or intends to conduct business.
|
•
|
Soliciting charitable donations from outside service providers to your department or that your department is considering engaging.
|
•
|
A husband, wife, domestic partner or minor child of the Access Person;
|
•
|
A relative sharing the same household as the Access Person;
|
•
|
Any person who is significantly dependent on the Access Person for financial support; or
|
•
|
Anyone else if the Access Person:
|
•
|
Selling information to which an employee has access because of the employee’s position.
|
•
|
Receiving a commission or fee on a transaction which would otherwise accrue to Oaktree or its clients.
|
•
|
Diverting business from Oaktree.
|
•
|
Before soliciting any donations from Oaktree Contacts, all Oaktree employees must first obtain approval from your Department Head and the Chief Compliance Officer or an Approving Officer. Pre-approval is required even if a personal relationship exists with an Oaktree Contact.
|
•
|
Soliciting a charitable donation from someone in exchange for business, a favor, preferential treatment and/or
|
•
|
Neither the Oaktree employee soliciting the donation nor the employee’s immediate family members should personally benefit from the resulting donation.
|
•
|
Oaktree employees who are directly or indirectly involved in contract negotiations are prohibited from soliciting charitable donations from Oaktree Contacts actively involved in a current negotiation or RFP process.
|
•
|
You must at all times place the interest of our clients before your own interests.
|
•
|
You must pay strict attention to potential conflicts of interest, avoiding them if possible and disclosing them and dealing with them appropriately when the conflict is unavoidable or inherent in our business.
|
•
|
All of your personal investment transactions, and those of your Related Persons (as defined in Article II below), must be conducted in a manner consistent with this Policy so as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.
|
•
|
You must adhere to the fundamental standard that investment advisory personnel should not take inappropriate advantage of their positions for their personal benefit.
|
•
|
You must not take any action or employ any action to defraud any Oaktree client.
|
•
|
You must not mislead or deceive Oaktree clients.
|
•
|
You must not engage in any manipulative practice with respect to Oaktree clients.
|
•
|
A husband, wife, domestic partner or minor child of the Access Person;
|
•
|
A relative sharing the same household as the Access Person;
|
•
|
Any other person who is significantly dependent on the Access Person for financial support;
|
•
|
Anyone else if the Access Person:
|
(i)
|
obtains benefits substantially equivalent to ownership of the Securities;
|
(ii)
|
can obtain ownership of the Securities immediately or within 60 days; or
|
(iii)
|
can vote or dispose of the Securities.
|
•
|
Acquire any Security in an initial public offering or in a public offering of a new issue brought to the market. Securities fully exempt from the Personal Investment Transactions Policies, as listed below, are not subject to this restriction.
|
•
|
Purchase or sell, directly or indirectly, any Security of an issuer that is on the firm-wide restricted securities list or the subject of an information wall under which such Access Person is restricted, unless such transaction is subject to an exemption and is pre-approved by the Chief Compliance Officer or an Approving Officer.
|
•
|
Enter into a short sale transaction or any transaction that has the same economic effect (e.g. short common stock, purchase a put option or sell a naked call option) on any Security of an issuer for which a position is held long in an Oaktree client account.
|
•
|
Purchase and sell, or sell and purchase, the same Security within 30 calendar days.
The 30 calendar day Holding Period applies to all Security types that require preclearance prior to executing a trade and certain other Securities as detailed below.
This means, for example, that you may not: i) buy and then sell the same Security within 30 calendar days or sell and then buy the same Security within 30 calendar days; and ii) enter into a short sale transaction and then place a buy-to-cover trade for the same Security within 30 calendar days. In addition, any options purchased or sold must have an expiration date which is at least 30 calendar days from the date purchased or sold. Exceptions to this prohibition may be granted on a case-by-case basis in writing for hardship or communicated more broadly by the Chief Compliance Officer or an Approving Officer in the event of a significant market disruption or downturn.
|
•
|
Purchase Securities offered in a private placement (other than those offered by Oaktree) except with the prior approval of the Chief Compliance Officer or an Approving Officer. In considering approval, the Chief Compliance Officer or an Approving Officer will take into consideration, among other factors, whether the investment opportunity the Access Person has been offered should be reserved for the benefit of Oaktree’s clients. If an Access Person or his or her department wants to purchase on behalf of Oaktree’s client the Security of an issuer or its affiliate where the Access Person has a beneficial interest in the Securities of that issuer through a private placement, the Access Person must first disclose his or her interest to the Chief Compliance Officer or an Approving Officer. In such event, the Chief Compliance Officer or an Approving Officer will independently review the proposed investment decision. Written records of any such circumstances must be sent to the Chief Compliance Officer.
|
•
|
Participate in Spread Betting on Securities, indices, interest rates, currencies or commodities.
|
•
|
Purchase, sell or sell short Contract for Differences.
|
•
|
Purchase, sell or sell short any Security that is subject to disclosure requirements for a period of
five (5) business days before or five (5) business days after
any related Security is traded on behalf of any Oaktree client account for which such Investment Professional’s department is involved in the investment decision-making process.
If you wish to trade a Security of an issuer that is followed by your department, in addition to Chief Compliance Officer or an Approving Officer approval, you must obtain approval from your department head.
|
•
|
Profit from the
purchase and sale, or sale and purchase, of the same Security within 60 calendar days
if the Investment Professional provides investment advice to open-end investment companies registered under the Investment Company Act of 1940, as amended (i.e., open-end mutual funds)
.
The Securities subject to this prohibition are those Securities and related Securities owned or that might reasonably be considered as potential or eligible investments by such mutual fund (including underlying equity Securities). The foregoing also applies to short sale transactions.
|
(a)
|
Direct debt obligations of the U.S. Government (i.e., treasury securities);
|
(b)
|
Bank certificates of deposit;
|
(c)
|
Bankers’ acceptances;
|
(d)
|
Commercial paper;
|
(e)
|
High-quality, short-term debt obligations, including repurchase agreements;
|
(f)
|
Shares issued by money market funds;
|
(g)
|
Shares issued by open-end mutual funds, except Public Oaktree Funds;
|
(h)
|
Shares or units issued by a UCITS fund, except i) those UCITS funds which are Basket Instruments; or ii) those UCITS funds which are Public Oaktree Funds;
|
(i)
|
Shares issued by open-end investment companies which are not registered under the Investment Company Act of 1940, as amended, or designated as UCITS funds and meet the Three Prong Test requirements;
|
(j)
|
Shares issued by unit investment trusts that are invested exclusively in open-end mutual funds, except Public Oaktree Funds;
|
(k)
|
Limited partnership interests in Oaktree-sponsored limited partnerships (not reportable given that Oaktree maintains investor lists and transaction records for such investments); and
|
(l)
|
Securities transactions done through a managed account or blind trust over which there is no direct or indirect influence or control, as long as an Oaktree managed account agreement is in place.
|
(a)
|
U.S. municipal bonds excluding bonds issued by U.S. territories (i.e., the commonwealth of Puerto Rico, American Samoa, Guam, the Northern Mariana Islands, and the U.S. virgin Islands);
|
(b)
|
U.S. government agency debt obligations (i.e., FNMA, FHLMC, and GNMA);
|
(c)
|
Debt obligations (i.e., sovereign state and provincial (municipal) debt) issued by G7 governments, excluding those issued by the U.S. government;
|
(d)
|
Security purchases in non-U.S. government savings bonds;
|
(e)
|
Auction-rate money market instruments;
|
(f)
|
Shares issued by open-end investment companies which are not registered under the Investment Company Act of 1940, as amended (i.e., non-U.S. open-end fund), are not designated as a UCITS fund, and do not meet the Three Prong Test;
|
(g)
|
Futures, options and other derivative instruments on currency (e.g., foreign exchange (FX) derivatives);
|
(h)
|
Futures, options and other derivative instruments on non-financial commodities (e.g., pork belly contracts);
|
(i)
|
Interest rate swaps;
|
(j)
|
Non-volitionary transactions (i.e., assignment of an option position or exercise of an option at expiration, tender offers when participation is mandatory);
|
(k)
|
Securities purchased through the reinvestment of dividends in an automatic dividend reinvestment plan (but not through the investment of additional amounts under such plans); and
|
(l)
|
Security purchases effected pursuant to an automatic investment plan (i.e., direct purchase plans).
|
(a)
|
Basket Instruments;
|
(b)
|
Security purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its Securities;
|
(c)
|
Shares issued by Public Oaktree Funds;
|
(d)
|
Shares or units issued by UCITS funds which are Public Oaktree Funds; and
|
(e)
|
Shares issued by unit investment trusts that are invested exclusively in shares issued by Public Oaktree Funds.
|
(a)
|
Describes any issues arising under the Policy since the last report to the board, including, but not limited to, information about material violations of the Policy and sanctions imposed in response to the material violations; and
|
(b)
|
Certifies that Oaktree has adopted procedures reasonably necessary to prevent Access Persons from violating the Policy.
|
•
|
A husband, wife, domestic partner or minor child of the Access Person;
|
•
|
A relative sharing the same household as the Access Person;
|
•
|
Any person who is significantly dependent on the Access Person for financial support; or
|
•
|
Anyone else if the Access Person:
|
(a)
|
General Consultation Guidelines and Restrictions:
Oaktree staff must adhere to following guidelines and restrictions when engaging, interacting and communicating with an Expert Network and their associated Experts. Any questions on these guidelines and restrictions should be directed to the Compliance department.
|
•
|
Prior to the beginning of discussions with any Expert during a Consultation, Oaktree staff
must
verbally communicate the following disclosure to the Expert:
|
•
|
For phone-based Consultations, Oaktree staff are
required
to participate using a bridge line (i.e., a conference call number) provided by the relevant Expert Network, to the extent it offers such capabilities.
|
•
|
Consultations
must
be conducted in a confidential manner, (e.g., Oaktree staff may not advise that Oaktree is the client or exchanging personal information, such as last name, direct telephone numbers and email addresses, with an Expert), except in cases where an exception has been granted by an Approving Officer in the Compliance department. Further, any documents to be referenced in or associated with the Consultation and requiring exchange between the Expert and an Oaktree staff member must be sent to the Expert Network for forwarding to the intended recipient.
|
•
|
Oaktree staff are
prohibited
from offering, providing to, or receiving from any Expert, gifts, meals, entertainment, material items of any value or compensation outside the scope of the terms of the Expert Network engagement.
|
•
|
Oaktree staff are
prohibited
from contacting any Expert introduced by an Expert Network outside the channels provided by the Expert Network (
e.g.
, a call directly with an Expert that is not arranged through the Expert Network’s system). Oaktree staff may participate in group educational conference calls and meetings hosted by approved Expert Networks, though private Consultations with Experts at such group meetings are prohibited.
|
•
|
During the course of a Consultation, Oaktree staff are
prohibited
from soliciting information that you reasonably believe would constitute Protected Information. Any such solicitation to receive Protected Information or release of confidential information will be considered a violation of this Policy and the Oaktree Code, which may result in disciplinary action, up to and including suspension or termination of employment. Additionally, Oaktree staff are prohibited from providing any specific or confidential information regarding Oaktree’s business, investments or transactions.
|
•
|
The use of Expert Networks can increase the risk of inadvertently receiving MNPI. Should Oaktree staff inadvertently receive MNPI, it should be noted that Oaktree could be restricted from trading in an issuer or its affiliates until the restriction can be removed. If you believe that you may have received MNPI during a consultation, you should immediately reach out to an Approving Officer in the Legal or Compliance departments.
|
•
|
Prior to any Consultation, the Expert Network should require confirmation of the following notice by the Expert via an electronic attestation or equivalent method:
|
•
|
After any Consultation, the Expert Network should provide the following or similar notice to the Expert and when possible require an electronic attestation or equivalent method:
|
a)
|
Initial Engagement Review:
Requests to engage a new Expert Network should be directed to the Head of Research and Market Data Services, who in turn is responsible for informing the Compliance department so that they can begin the due diligence and pre-approval process. Approving Officers in the Compliance department will review each Expert Network for, among other things, the adequacy of the Expert Network’s internal policies and procedures regarding the onboarding of Experts and prevention of insider trading and initial and ongoing training of their employees and Experts, particularly regarding the handling of MNPI. The Legal and Compliance departments will also review the contract between the Expert Network and Oaktree, as well as between the Expert Network and their Experts, in order to:
|
•
|
Assess the Expert Network’s adherence to Oaktree’s ethics standards. Such adherence should include onboarding and periodic training of Expert Network firm employees and their Experts regarding insider trading;
|
•
|
Require that the Expert Network appropriately assess each Expert’s background prior to engagement, based on the Expert Network’s business model and the risks that accompany such model. Depending on the business model employed by the Expert Network such an assessment may include each or some combination of the following: a third-party background check, public records search for securities law violations, adverse media search, credential and employment verification and other certain relevant factors. Experts who have been convicted of a violation of a securities statute or regulation, an offense involving fraud or dishonesty or a felony of any kind within the prior five years are ineligible to serve as Experts for Oaktree;
|
•
|
Verify that the Expert Network firm conducts internal monitoring of the use of their Experts and also has the ability to provide clients with reports and other information/tools relating to usage of their Experts;
|
•
|
Verify that each Expert Network firm conducts anti-money laundering check of its Experts prior to recommending them for a consultation with Oaktree staff, such as comparison of Experts’ identities against the U.S. Department of the Treasury’s Office of Foreign Assets Control or Specially Designated Nationals list, as appropriate. Experts who appear on such a list are ineligible to serve as Experts for Oaktree.
|
b)
|
Annual review:
In addition, the Compliance department conducts annual reviews of the internal control policies and procedures of Expert Networks to reaffirm that such internal policies and procedures are sufficient to meet
|
•
|
Expert Network usage reports, including a review of Oaktree client account trading and personal trading against the Consultations dates for correlation, if any;
|
•
|
monitoring of select calls on an announced or unannounced basis;
|
•
|
call frequency between Oaktree staff and a particular Expert; and
|
•
|
written notes and materials prepared during a Consultation by Oaktree staff for Protected Information.
|
◦
|
Public Insights
|
◦
|
Investor Relations Departments
|
◦
|
Capstone
|
◦
|
Height Analytics
|
◦
|
Observatory Group
|
◦
|
Meridian Research Group
|
II.
|
DEFINITIONS
|
•
|
A husband, wife, domestic partner or minor child of the Access Person;
|
•
|
A relative sharing the same household as the Access Person;
|
•
|
Any person who is significantly dependent on the Access Person for financial support; or
|
•
|
Anyone else if the Access Person:
|
III.
|
GIFTS, MEALS, ENTERTAINMENT, TRAVEL AND LODGING RECEIVED BY EMPLOYEES
|
•
|
You may not accept gifts of cash (including gift cards and gift certificates) or securities; and
|
•
|
The total aggregate value of gifts received from a single Outside Party may not exceed $250 (or local market equivalent) in a single calendar year.
|
•
|
Return the gift;
|
•
|
Keep the gift and write a check to charity for the difference between the fair market value of the gift and the $250 annual limit (or local market equivalent) per Outside Party (Note: if you’ve already exceeded the limit in a calendar year, you are responsible for making a donation equal to the fair market value of the gift);
|
•
|
Donate the gift to charity; or
|
•
|
Include the gift in an Oaktree raffle.
|
•
|
The value of any single business meal should generally not exceed $250 (or local market equivalent) per person.
|
•
|
The value of a single entertainment event should generally not exceed $1,000 (or local market equivalent) per person. In the event that you anticipate the value of a single entertainment event may exceed $1,000 (or local market equivalent) per person, you must obtain approval to attend the event from your supervisor and the Chief Compliance Officer or an Approving Officer. Requests to obtain pre-approval should be directed to Compliance at
GiftsandEntertainment@oaktreecapital.com
.
|
•
|
Your Related Person’s attendance at an entertainment event hosted by an Outside Party is considered a gift and should not exceed $250 (or local market equivalent) from a particular Outside Party per year. In the event that you anticipate the value of the entertainment event may exceed $250 (or local market equivalent), as it relates to costs associated with your Related Person, you must notify the Chief Compliance Officer or an Approving Officer. For more information, refer to the previous gifts section.
|
•
|
Traders, including Portfolio Managers and analysts who trade securities, must obtain approval from their supervisor and the Chief Compliance Officer or an Approving Officer prior
to attending any entertainment event, regardless of value, that is hosted by current or potential counterparties (i.e., traditional securities brokers). Note that Portfolio Managers who do not trade securities and investment analysts are not subject to this requirement.
|
•
|
You must obtain pre-approval from your supervisor and the Chief Compliance Officer or an Approving Officer. With your pre-approval request, you must provide to Compliance documentation from the host indicating the actual cost of admission or attendance for you (and your Related Persons, if applicable) for the event, as well as an invoice addressed to Oaktree for any costs of admission/attendance for you in excess of $1,000 (or local market equivalent) and for your Related Person (if applicable) in excess of $250 (or local market equivalent). Pre-approval requests without such information will be denied.
|
•
|
If attendance is approved, you will be responsible for any costs in excess of $1,000 (or local market equivalent) related to your attendance, and any amount above $250 (or local market equivalent) associated with your Related Person’s attendance.
|
IV.
|
GIFTS, MEALS, ENTERTAINMENT, TRAVEL AND LODGING GIVEN BY EMPLOYEES
|
V.
|
GIFTS, MEALS, ENTERTAINMENT, TRAVEL AND LODGING FOR PUBLIC OFFICIALS
|
•
|
gifts, meals, entertainment, travel or lodging provided to a Public Official or a person actually known to be an immediate family member or guest of a Public Official (collectively, a “Public Official”);
|
•
|
charitable donations made on behalf of Oaktree or an Oaktree-managed fund and/or at the request of a Private Sector Counterparty Representative;
|
•
|
charitable donations made in an individual capacity or on behalf of Oaktree or an Oaktree- managed fund
and
involving a Public Official; and
|
•
|
political contributions made in an individual capacity or on behalf of Oaktree to a Public Official.
|
•
|
gifts, meals and entertainment;
|
•
|
travel and lodging (these must be accompanied by a general itinerary); and
|
•
|
charitable donations made in an individual capacity or on behalf of Oaktree.
|
VI.
|
OAKTREE PORTFOLIO COMPANY GIFTS AND ENTERTAINMENT
|
•
|
The acceptance of gifts and entertainment must not be detrimental to the portfolio company’s business.
|
•
|
In order to receive a gift or entertainment from a portfolio company, the Oaktree employee should typically have a direct and ongoing association with the portfolio company or a representative of the portfolio company.
|
•
|
Items produced and gifted by portfolio companies to Oaktree employees who are part of the investment team having direct contact with the portfolio company to sample/test are not subject to the $250 limit (or local market equivalent) that applies to gifts received from other outside parties. However, any items produced and gifted by portfolio companies to Related Persons are subject to the $250 limit (or local market equivalent).
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•
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Entertainment events sponsored or offered by the portfolio company that you attend may not exceed $1,000 per year (or local market equivalent). This limitation is per employee, including costs associated with attendance by Related Persons, from a single portfolio company. Entertainment events exceeding $1,000 (or local market equivalent) per year require pre-approval. Requests to obtain pre-approval should be directed to Compliance at
GiftsandEntertainment@oaktreecapital.com
.
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•
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You must report, via My Compliance Center, all entertainment events that you attend at the expense of an Oaktree portfolio company as well as any gifts that you receive, other than those of nominal value.
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VII.
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OAKTREE PORTFOLIO COMPANY DISCOUNTS
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VIII.
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PERIODIC REPORTING AND ANNUAL COMPLIANCE CERTIFICATION
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II.
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DEFINITIONS
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•
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A husband, wife, domestic partner or minor child of the Access Person;
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•
|
A relative sharing the same household as the Access Person;
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•
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Any person who is significantly dependent on the Access Person for financial support; or
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•
|
Anyone else if the Access Person:
|
(i)
|
obtains benefits substantially equivalent to ownership of securities;
|
(ii)
|
can obtain ownership of securities immediately or within 60 days; or
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•
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Campaign contributions (e.g. direct monetary donations, indirect monetary donations such as campaign paraphernalia purchases);
|
•
|
Political campaign-related solicitation activity;
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•
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Participation as a committee or board member of a politically active non-profit organization (e.g., a 501(c)(4) entity), political action committee (a “PAC”), independent-expenditure committee (e.g. a Super PAC) or any other political committee or organization. Such activity would also constitute an outside business activity, subject to the pre-approval requirements outlined in the Outside Activities Policy; and
|
•
|
Monetary or in-kind benefits, to, or for the benefit of, among others, any government official, candidate running for office, political party, legislative leadership, politically active non-profit organizations, ballot measure committees, independent expenditure-only committees or PACs.
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V.
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PERIODIC REPORTING AND ANNUAL COMPLIANCE CERTIFICATION
|
I.
|
INTRODUCTION
|
II.
|
DEFINITIONS
|
•
|
A husband, wife, domestic partner or minor child of the Access Person;
|
•
|
A relative sharing the same household as the Access Person;
|
•
|
Any person who is significantly dependent on the Access Person for financial support; or
|
•
|
Anyone else if the Access Person:
|
(i)
|
obtains benefits substantially equivalent to ownership of securities;
|
(ii)
|
can obtain ownership of securities immediately or within 60 days; or
|
III.
|
OUTSIDE EMPLOYMENT
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IV.
|
SERVICE AS DIRECTOR OR OFFICER
|
V.
|
FIDUCIARY APPOINTMENTS
|
VI.
|
COMPENSATION, CONSULTING FEES AND HONORARIUMS
|
|
|
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By:
|
|
/s/ Edgar Lee
|
|
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Edgar Lee
Chief Executive Officer
|
|
|
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By:
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/s/ Mel Carlisle
|
|
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Mel Carlisle
Chief Financial Officer
|
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/s/ Edgar Lee
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Name: Edgar Lee
|
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Date: November 29, 2017
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/s/ Mel Carlisle
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Name: Mel Carlisle
|
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Date: November 29, 2017
|