|
|
|
|
|
|
|
Title of Securities Being Registered
|
|
Proposed Maximum Aggregate Offering Price(1)
|
|
Amount of Registration Fee(1)
|
Common Stock, $0.01 par value per share (2)(3)
|
|
|
|
|
Preferred Stock, $0.01 par value per share (2)
|
|
|
|
|
Warrants(4)
|
|
|
|
|
Subscription Rights(3)
|
|
|
|
|
Debt Securities(5)
|
|
|
|
|
Total
|
|
$ 200,000,000(6)
|
|
$ 13,349.93(6)(7)
|
|
(1)
|
Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this Registration Statement.
|
(3)
|
Includes such indeterminate number of shares of common stock as may be issued upon, from time to time, conversion or exchange of other securities registered hereunder, to the extent any such securities are, by their terms, convertible or exchangeable for common stock.
|
(4)
|
Subject to Note 6 below, there is being registered hereunder an indeterminate number of warrants as may be sold, from time to time.
|
(5)
|
Subject to Note 6 below, there is being registered hereunder an indeterminate number of debt securities as may be sold, from time to time. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $200.0 million.
|
(6)
|
Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is carrying forward to this registration statement $97.15 million in aggregate offering price of unsold securities that the registrant previously registered on Registration Statement No. 333-222419 initially filed January 4, 2018 (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee previously paid in connection with such unsold securities will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
|
(7)
|
Previously paid.
|
|
|
|
|
Page
|
1940 Act
|
Investment Company Act of 1940, as amended
|
Administration Agreement
|
Administration Agreement between the Company and OFS Services dated November 7, 2012
|
Advisers Act
|
Investment Advisers Act of 1940, as amended
|
Annual Distribution Requirement
|
Distributions to our stockholders, for each taxable year, of at least 90% of our ICTI
|
ASC
|
Accounting Standards Codification, as issued by the FASB
|
ASC Topic 820
|
ASC Topic 820, "Fair Value Measurements and Disclosures"
|
ASC Topic 946
|
ASC Topic 946, "Financial Services-Investment Companies"
|
ASU
|
Accounting Standards Updates, as issued by the FASB
|
BDC
|
Business Development Company under the 1940 Act
|
BLA
|
Business Loan Agreement, as amended, with Pacific Western Bank, as lender, which provides the Company with a senior secured revolving credit facility
|
BNP Facility
|
Revolving credit and security agreement by and among OFSCC-FS, the lenders from time to time parties thereto, BNP Paribas, as administrative agent, OFSCC-FS Holdings, LLC, a wholly owned subsidiary of the Company, as equityholder, the Company, as servicer, Citibank, N.A., as collateral agent and Virtus Group, LP, as collateral administrator, which provides for borrowings in an aggregate principal amount up to $150,000,000
|
Board
|
The Company's board of directors
|
CLO
|
Collateralized loan obligation
|
Code
|
Internal Revenue Code of 1986, as amended
|
Company
|
OFS Capital Corporation and its consolidated subsidiaries
|
Direct Investment
|
A debt or equity investment in a portfolio company, excluding Structured Finance Notes
|
DRIP
|
Distribution reinvestment plan
|
EBITDA
|
Earnings before interest, taxes, depreciation, and amortization
|
Exchange Act
|
Securities Exchange Act of 1934, as amended
|
FASB
|
Financial Accounting Standards Board
|
FDIC
|
Federal Deposit Insurance Corporation
|
GAAP
|
Accounting principles generally accepted in the United States
|
HPCI
|
Hancock Park Corporate Income, Inc., a Maryland corporation and non-traded BDC for whom OFS Advisor serves as investment adviser
|
ICTI
|
Investment company taxable income, which is generally net ordinary income plus net short-term capital gains in excess of net long-term capital losses
|
Indicative Prices
|
Market quotations, prices from pricing services or bids from brokers or dealers
|
Investment Advisory Agreement
|
Investment Advisory and Management Agreement between the Company and OFS Advisor dated November 7, 2012
|
IPO
|
Initial Public Offering
|
LIBOR
|
London Interbank Offered Rate
|
NBIB
|
Non-binding indicative bid
|
Net Loan Fees
|
The cumulative amount of fees, such as discounts, premiums and amendment fees that are deferred and recognized as income over the life of the loan.
|
OCCI
|
OFS Credit Company, Inc., a Delaware corporation and a non-diversified, closed-end management investment company for whom OFS Advisor serves as investment adviser
|
Offering
|
Follow-on public offering of 3,625,000 shares of our common stock in April 2017
|
OFS Advisor
|
OFS Capital Management, LLC, a wholly owned subsidiary of OFSAM and registered investment advisor under the Investment Advisers Act of 1940, as amended
|
OFSC
|
Orchard First Source Capital, Inc., a wholly owned subsidiary of OFSAM
|
OFS Services
|
OFS Capital Services, LLC, a wholly owned subsidiary of OFSAM and affiliate of OFS Advisor
|
OFSAM
|
Orchard First Source Asset Management, LLC, a full-service provider of capital and leveraged finance solutions to U.S. corporations
|
OFSCC-FS
|
OFSCC-FS, LLC, an indirect wholly owned subsidiary of the Company
|
Parent
|
OFS Capital Corporation
|
PIK
|
Payment-in-kind, non-cash interest or dividends payable as an addition to the loan or equity security producing the income.
|
Prime Rate
|
United States Prime interest rate
|
PWB Credit Facility
|
Senior secured revolving credit facility between the Company and Pacific Western Bank, as lender
|
RIC
|
Regulated investment company under the Code
|
SBA
|
U.S. Small Business Administration
|
SBCAA
|
Small Business Credit Availability Act
|
SBIC
|
A fund licensed under the SBA small business investment company program
|
SBIC Acquisition
|
The Company's acquisition of the remaining ownership interests in SBIC I LP and OFS SBIC I GP, LLC on December 4, 2013
|
SBIC Act
|
Small Business Investment Act of 1958, as amended
|
SBIC I LP
|
OFS SBIC I, LP, a wholly owned SBIC subsidiary of the Company
|
SEC
|
U.S. Securities and Exchange Commission
|
Securities Act
|
Securities Act of 1933, as amended
|
Secured Revolver Amendment
|
The amended Business Loan Agreement with Pacific Western Bank, as lender, dated April 10, 2019
|
Stock Repurchase Program
|
The open market stock repurchase program for shares of the Company’s common stock under Rule 10b-18 of the Exchange Act
|
Structured Finance Notes
|
CLO subordinated debt positions. CLO subordinated debt positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses
|
The Order
|
An exemptive relief order from the SEC to permit us to co-invest in portfolio companies with certain funds managed by OFS Advisor in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions.
|
Transaction Price
|
The cost of an arm's length transaction occurring in the same security
|
Unsecured Notes
|
The combination of the Unsecured Notes Due April 2025, the Unsecured Notes Due October 2025 and the Unsecured Notes Due October 2026
|
Unsecured Notes Due April 2025
|
The Company's $50.0 million aggregate principal amount of 6.375% notes due April 30, 2025
|
Unsecured Notes Due October 2025
|
The Company's $46.0 million aggregate principal amount of 6.5% notes due October 30, 2025
|
Unsecured Notes Due October 2026
|
The Company's $54.3 million aggregate principal amount of 5.95% notes due October 31, 2026
|
•
|
investment guidelines and/or restrictions, if any, set forth in the applicable organizational, offering or similar documents for the investment vehicles;
|
•
|
the status of tax restrictions and tests and other regulatory restrictions and tests;
|
•
|
risk and return profile of the investment vehicles;
|
•
|
suitability/priority of a particular investment for the investment vehicles;
|
•
|
if applicable, the targeted position size of the investment for the investment vehicles
|
•
|
level of available cash for investment with respect to the investment vehicles;
|
•
|
total amount of funds committed to the investment vehicles; and
|
•
|
the age of the investment vehicles and the remaining term of their respective investment periods, if any.
|
Stockholder transaction expenses:
|
|
|
||
Sales load borne by us (as a percentage of offering price)
|
—
|
%
|
(1)
|
|
Offering expenses borne by us (as a percentage of offering price)
|
—
|
%
|
(2)
|
|
Dividend reinvestment plan fees (per sales transaction fee)
|
|
$15.00
|
|
(3)
|
Total Stockholder transaction expenses (as a percentage of offering price)
|
—
|
%
|
|
|
|
|
|
||
Annual expenses (as a percentage of net assets attributable to common stock)(10):
|
|
|
||
Base management fees payable under the Investment Advisory Agreement
|
5.38
|
%
|
(4)
|
|
Incentive fees payable under the Investment Advisory Agreement
|
2.73
|
%
|
(5)
|
|
Interest payments on borrowed funds
|
10.91
|
%
|
(6)
|
|
Other expenses
|
2.76
|
%
|
(7)
|
|
Total annual expenses
|
21.78
|
%
|
|
|
Base management fee waiver
|
(0.08
|
)%
|
(9)
|
|
Total annual expenses, net of fee waiver
|
21.70
|
%
|
(8)
|
(1)
|
In the event that the securities to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load and the following Example will be updated accordingly.
|
(2)
|
The related prospectus supplement will disclose the applicable offering expenses and total stockholder transaction expenses.
|
(3)
|
The expenses of the dividend reinvestment plan are included in “other expenses.” The plan administrator’s fees will be paid by us. There will be no brokerage charges or other charges to stockholders who participate in the plan except that, if a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds. For additional information, see “Distribution Reinvestment Plan.”
|
(4)
|
Our base management fee is 1.75% of the average value of our total assets (other than cash and cash equivalents, and the intangible asset and goodwill resulting from the SBIC Acquisitions; but including assets purchased with borrowed amounts, and including assets owned by any consolidated entity). This item represents projected base management fees for the the next twelve month assuming no additional leverage is incurred. We increased our leverage to a level below a 200% asset coverage ratio, as permitted under the SBCAA. As discussed in footnote (9), below, OFS Advisor agreed to waive a portion of its base management fee on certain assets associated with the increase in leverage; the base management fees of 5.38% presented in the table above does not reflect the effect of the waiver. See “Management and Other Agreements — Investment Advisory Agreement”.
|
(5)
|
The Part One incentive fee was estimated based on our projected results of operations for the next twelve months. The Part Two incentive fee will be accrued, but not necessarily become payable, if, on a cumulative basis, the sum of net realized capital gains and losses plus net unrealized appreciation and depreciation is positive. Net realized gains and losses result from sales transactions and no such transactions are currently contemplated by OFS Advisor; and unrealized capital gains or losses result from fluctuations in the fair value of our investments, which vary substantially from period to period and cannot be reasonably predicted. Accordingly, the Part Two fee in the table above is -0-%.
|
•
|
The first ("Part One"), payable quarterly in arrears, equals 20.0% of our pre-incentive fee net investment income initially calculated based on values at the closing of this offering (including income that is accrued but not yet received in cash), subject to a 2.0% quarterly (8.0% annualized) hurdle rate and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, OFS Advisor receives no incentive fee until our pre-incentive fee net investment income equals the hurdle rate of 2.0% but then receives, as a “catch-up,” 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if
|
•
|
The second part ("Part Two"), payable annually in arrears, equals 20.0% of our realized capital gains on a cumulative basis, if any (or upon the termination of the Investment Advisory Agreement, as of the termination date), computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. The incentive fee is determined on a consolidated basis. We accrue the Part Two incentive fee if, on a cumulative basis, the sum of net realized capital gains and losses plus net unrealized appreciation and depreciation is positive. See “Management and Other Agreements — Investment Advisory Agreement.”
|
(6)
|
The borrowing costs included in the table above are based on our December 31, 2019 balance sheet at a level equivalent to a debt-to-equity ratio of up to 2.16x (equivalent to $2.16 of debt outstanding for each $1 of equity) which is also equivalent to having an asset coverage ratio of 180% (which excludes the SBA debentures as a result of exemptive relief granted to us by the SEC) as permitted under the SBCAA, and assuming a weighted average interest rate for total outstanding debt of 5.06%, which is equal to the weighted average interest rate for our existing debt.
|
(7)
|
Includes our overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by OFS Services. See “Management and Other Agreements — Administration Agreement.”
|
(8)
|
Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles that would be investment companies under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (“Acquired Funds”) in which we invest. We do not currently invest in underlying funds or other investment companies and therefore do not expect to incur any acquired fund fees and expenses. The indirect expenses that will be associated with our Structured Finance Note investments are not included in the fee table presentation, but if such expenses were included in the fee table presentation then our total annual expenses would have been 21.75%.
|
(9)
|
OFS Advisor agreed to reduce a portion of its base management fee by reducing the portion of such fee from 1.75% to 1.00% on the average value of the portion of total assets held by the Company through OFSCC-FS, LLC, an indirect wholly owned subsidiary of the Company, at the end of the two most recently completed quarters. The base management fee reduction will be renewable on an annual basis and the amount of the base management fee reduction with respect to the OFSCC-FS Assets shall not be subject to recoupment by OFS Advisor.
|
(10)
|
Estimated.
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return
|
$176
|
|
$460
|
|
$669
|
|
$983
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return
|
$176
|
|
$460
|
|
$669
|
|
$983
|
•
|
our ability and experience operating a BDC or an SBIC, or maintaining our tax treatment as a RIC under Subchapter M of the Code;
|
•
|
our dependence on key personnel;
|
•
|
our ability to maintain or develop referral relationships;
|
•
|
our ability to replicate historical results;
|
•
|
the ability of OFS Advisor to identify, invest in and monitor companies that meet our investment criteria;
|
•
|
actual and potential conflicts of interest with OFS Advisor and other affiliates of OFSAM;
|
•
|
constraint on investment due to access to material nonpublic information;
|
•
|
restrictions on our ability to enter into transactions with our affiliates;
|
•
|
our ability to comply with SBA regulations and requirements;
|
•
|
the use of borrowed money to finance a portion of our investments;
|
•
|
our ability to incur additional leverage pursuant to the SBCAA and the impact of such leverage on our net investment income and results of operations;
|
•
|
competition for investment opportunities;
|
•
|
our plans to focus on lower-yielding, first lien senior secured loans to larger borrowers and the impact on our risk profile;
|
•
|
the percentage of investments that will bear interest on a floating rate or fixed rate basis;
|
•
|
the ability of SBIC I LP to make distributions enabling us to meet RIC requirements;
|
•
|
plans by SBIC I LP to repay its outstanding SBA debentures;
|
•
|
our ability to raise debt or equity capital as a BDC;
|
•
|
the timing, form and amount of any distributions from our portfolio companies;
|
•
|
the impact of a protracted decline in the liquidity of credit markets on our business;
|
•
|
the general economy and its impact on the industries in which we invest;
|
•
|
uncertain valuations of our portfolio investments; and
|
•
|
the effect of new or modified laws or regulations governing our operations.
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Non-control/Non-affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Debt and Equity Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Acrisure, LLC (14) (15)
5664 Prairie Creek Drive SE
Caledonia, MI 49316
|
|
Insurance Agencies and Brokerages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.19%
|
|
(L +4.25%)
|
|
11/15/2023
|
|
$
|
1,995
|
|
|
$
|
1,971
|
|
|
$
|
2,004
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AHP Health Partners (14) (15)
One Burton Hills Blvd. Suite 250
Nashville, TN 37215
|
|
General Medical and Surgical Hospitals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.30%
|
|
(L +4.50%)
|
|
6/30/2025
|
|
2,607
|
|
|
2,612
|
|
|
2,632
|
|
|
1.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Albertson's Holdings LLC (14) (15)
250 Parkcenter Blvd
Boise, ID 83706
|
|
Supermarkets and Other Grocery (except Convenience) Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
4.55%
|
|
(L +2.75%)
|
|
11/17/2025
|
|
1,082
|
|
|
1,081
|
|
|
1,094
|
|
|
0.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
All Star Auto Lights, Inc. (4)
300 W Grant Street
Orlando, FL 32806
|
|
Motor Vehicle Parts (Used) Merchant Wholesalers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
9.24%
|
|
(L +7.50%)
|
|
8/20/2024
|
|
13,250
|
|
|
13,119
|
|
|
13,119
|
|
|
7.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
American Bath Group, LLC (14) (15)
435 Industrial Road
Savannah, TN 38372
|
|
Plastics Plumbing Fixture Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.05%
|
|
(L +4.25%)
|
|
9/30/2023
|
|
1,489
|
|
|
1,484
|
|
|
1,498
|
|
|
0.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Applovin Corporation (14) (15)
849 High Street
Palo Alto, CA 94301
|
|
Advertising Agencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.30%
|
|
(L +3.50%)
|
|
8/15/2025
|
|
1,985
|
|
|
1,987
|
|
|
2,001
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Asurion, LLC (14) (15)
648 Grassmere Park
Nashville, TN 37211
|
|
Communication Equipment Repair and Maintenance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
4.80%
|
|
(L +3.00%)
|
|
11/3/2024
|
|
$
|
1,985
|
|
|
$
|
1,985
|
|
|
$
|
1,998
|
|
|
1.2
|
%
|
Senior Secured Loan
|
|
|
|
4.80%
|
|
(L +3.00%)
|
|
11/3/2023
|
|
995
|
|
|
997
|
|
|
1,002
|
|
|
0.6
|
|
|||
Senior Secured Loan
|
|
|
|
8.30%
|
|
(L +6.50%)
|
|
8/24/2025
|
|
1,500
|
|
|
1,511
|
|
|
1,511
|
|
|
0.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
4,480
|
|
|
4,493
|
|
|
4,511
|
|
|
2.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Athenahealth, Inc. (14) (15)
311 Arsenal St.
Watertown, MA 02472
|
|
Software Publishers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.40%
|
|
(L +4.50%)
|
|
2/11/2026
|
|
1,985
|
|
|
1,990
|
|
|
1,998
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bass Pro Group, LLC (14) (15)
2500 East Kearney
Springfield, MO 65898
|
|
Sporting Goods Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.80%
|
|
(L +5.00%)
|
|
9/25/2024
|
|
1,985
|
|
|
1,921
|
|
|
1,983
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Baymark Health Services, Inc.
401 E. Corporate Dr #220
Lewisville, TX 75057
|
|
Outpatient Mental Health & Sub. Abuse Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.21%
|
|
(L +8.25%)
|
|
3/1/2025
|
|
4,000
|
|
|
3,970
|
|
|
4,000
|
|
|
2.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Blackhawk Network Holdings, Inc. (14) (15)
6220 Stoneridge Mall Road
Pleasanton, CA 94588
|
|
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
4.80%
|
|
(L +3.00%)
|
|
6/15/2025
|
|
1,995
|
|
|
1,982
|
|
|
1,999
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
BrightSpring Health Services (14) (15)
805 N. Whittington Parkway
Louisville, KY 40222
|
|
Residential Intellectual and Developmental Disability Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.21%
|
|
(L +4.50%)
|
|
3/5/2026
|
|
2,985
|
|
|
2,991
|
|
|
3,006
|
|
|
1.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brookfield WEC Holdings Inc. (14) (15)
20 Stanwix Street
Pttsburgh, PA 15222
|
|
Business to Business Electronic Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
4.67%
|
|
(L +3.00%)
|
|
8/1/2025
|
|
1,990
|
|
|
2,000
|
|
|
2,000
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Carolina Lubes, Inc.
790 Pershing Rd.
Raleigh NC 27608
|
|
Automotive Oil Change and Lubrication Shops
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (4) (8)
|
|
|
|
9.83%
|
|
(L +7.73%)
|
|
8/23/2022
|
|
$
|
20,268
|
|
|
$
|
20,172
|
|
|
$
|
20,466
|
|
|
12.3
|
%
|
Senior Secured Loan (Revolver) (5)
|
|
|
|
0.25% (18)
|
|
(L +7.25%)
|
|
8/23/2022
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
20,268
|
|
|
20,164
|
|
|
20,458
|
|
|
12.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Charter NEX US, Inc. (14) (15)
11111 Santa Monica Blvd, Suite 2000
Los Angeles, CA 90025
|
|
Unlaminated Plastics Profile Shape Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.30%
|
|
(L +3.50%)
|
|
5/16/2024
|
|
2,000
|
|
|
1,985
|
|
|
1,985
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CHG Healthcare Services, Inc. (15)
7259 S. Bingham Junction Blvd
Midvale, UT 84047
|
|
All Other Outpatient Care Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
4.80%
|
|
(L +3.00%)
|
|
6/7/2023
|
|
1,999
|
|
|
2,001
|
|
|
2,015
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cirrus Medical Staffing, Inc. (4)
1000 Winter Street
Waltham, MA 02451
|
|
Temporary Help Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.19%
|
|
(L +8.25%)
|
|
10/19/2022
|
|
12,564
|
|
|
12,458
|
|
|
12,358
|
|
|
7.4
|
|
|||
Senior Secured Loan (Revolver)
|
|
|
|
10.19%
|
|
(L +8.25%)
|
|
10/19/2022
|
|
1,408
|
|
|
1,408
|
|
|
1,384
|
|
|
0.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
13,972
|
|
|
13,866
|
|
|
13,742
|
|
|
8.2
|
|
|||
Community Intervention Services, Inc. (4) (6) (10) (11)
11612 FM2244, Building 1
Suite 100
Austin, TX 78738
|
|
Outpatient Mental Health and Substance Abuse Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan
|
|
|
|
7.00% cash / 6.00% PIK
|
|
N/A
|
|
1/16/2021
|
|
9,624
|
|
|
7,639
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Confie Seguros Holdings II Co. (14)
7711 Center Avenue
Suite 200
Huntington Beach, CA 92647
|
|
Insurance Agencies and Brokerages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.41%
|
|
(L +8.50%)
|
|
11/1/2025
|
|
9,678
|
|
|
9,515
|
|
|
9,382
|
|
|
5.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Connect U.S. Finco LLC (14) (15) (19)
99 City Rd, Old Street
London EC1Y 1AX, United Kingdom
|
|
Taxi Service
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.29%
|
|
(L +4.50%)
|
|
12/11/2026
|
|
$
|
2,000
|
|
|
$
|
1,990
|
|
|
$
|
1,990
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Constellis Holdings, LLC (6)
12018 Sunrise Valley Drive
Suite 140
Reston, Virginia 20191
|
|
Other Justice, Public Order, and Safety Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.93%
|
|
(L +9.00%)
|
|
4/21/2025
|
|
9,950
|
|
|
9,846
|
|
|
407
|
|
|
0.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Convergint Technologies Holdings, LLC
One Commerce Drive
Schaumburg, IL 60173
|
|
Security Systems Services (except Locksmiths)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
8.55%
|
|
(L +6.75%)
|
|
2/2/2026
|
|
3,481
|
|
|
3,430
|
|
|
3,424
|
|
|
2.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Curium BidCo S.A R.L. (14) (15) (19)
13,Rue Aldringen
Findel, Luxembourg, LU-LU 1118
|
|
Pharmaceutical and Medicine Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.94%
|
|
(L +4.00%)
|
|
7/1/2026
|
|
848
|
|
|
853
|
|
|
853
|
|
|
0.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Davis Vision, Inc.
939 Elkridge Landing Road
Linthicum, MD 21090
|
|
Direct Health and Medical Insurance Carriers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
8.55%
|
|
(L +6.75%)
|
|
12/1/2025
|
|
405
|
|
|
395
|
|
|
405
|
|
|
0.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dexko Global Inc. (14) (15)
39555 Orchard Hill Place
Novi, MI 48375
|
|
Motor Vehicle Body Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.30%
|
|
(L +3.50%)
|
|
7/24/2024
|
|
1,995
|
|
|
1,970
|
|
|
1,997
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diamond Sports Group, LLC (14) (15)
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
|
|
Television Broadcasting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.03%
|
|
(L +3.25%)
|
|
8/24/2026
|
|
1,995
|
|
|
1,997
|
|
|
1,997
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
DuPage Medical Group (15)
3743 Highland Ave.
Downers Grove, IL 60515
|
|
Offices of Physicians, Mental Health Specialists
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
8.80%
|
|
(L +7.00%)
|
|
8/15/2025
|
|
10,098
|
|
|
10,170
|
|
|
10,098
|
|
|
6.1
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Eblens Holdings, Inc.
299 Industrial Lane
Torrington, CT 06790
|
|
Shoe Store
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan (11)
|
|
|
|
12.00% cash / 1.00% PIK
|
|
N/A
|
|
1/13/2023
|
|
$
|
9,010
|
|
|
$
|
8,962
|
|
|
$
|
9,025
|
|
|
5.4
|
%
|
Common equity (71,250 Class A units) (10)
|
|
|
|
|
|
|
|
|
|
|
|
713
|
|
|
892
|
|
|
0.5
|
|
||||
|
|
|
|
|
|
|
|
|
|
9,010
|
|
|
9,675
|
|
|
9,917
|
|
|
5.9
|
|
|||
Endo International PLC (14) (15)
Minerva House First Floor
Simmonscourt Road
Ballsbridge, Dublin, Co.
Dublin 4 Ireland
|
|
Pharmaceutical Preparation Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.06%
|
|
(L +4.25%)
|
|
4/29/2024
|
|
1,985
|
|
|
1,897
|
|
|
1,906
|
|
|
1.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Envocore Holding, LLC (FKA LRI Holding, LLC) (4)
300 Frank W. Burr Blvd., Glenpointe Centre East
7th Floor
Teaneck, MD 07666
|
|
Electrical Contractors and Other Wiring Installation Contractors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.00% cash / 5.00% PIK
|
|
(L +6.00%)
|
|
6/30/2022
|
|
16,367
|
|
|
16,207
|
|
|
14,639
|
|
|
8.8
|
|
|||
Preferred Equity (238,095 Series B units) (10)
|
|
|
|
|
|
|
|
|
|
|
|
300
|
|
|
—
|
|
|
—
|
|
||||
Preferred Equity (13,315 Series C units) (10)
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
16,367
|
|
|
16,520
|
|
|
14,639
|
|
|
8.8
|
|
|||
Excelin Home Health, LLC
2001 Bryan Street
Suite 1800
Dallas, TX 75201
|
|
Home Health Care Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
11.50%
|
|
(L +9.50%)
|
|
4/25/2024
|
|
4,250
|
|
|
4,183
|
|
|
4,070
|
|
|
2.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Explorer Holdings, Inc. (14) (15)
1818 Market Street
Suite 1000
Philadelphia, PA 19103
|
|
Testing Laboratories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.60%
|
|
(L +3.75%)
|
|
5/2/2023
|
|
1,985
|
|
|
1,987
|
|
|
2,004
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Garda World Security (14) (15) (19)
1390 Barre Street
Montreal, Quebec H3C 1N4
|
|
Security Systems Services (except Locksmiths)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.66%
|
|
(L +4.75%)
|
|
10/30/2026
|
|
1,667
|
|
|
1,634
|
|
|
1,680
|
|
|
1.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
GGC Aerospace Topco L.P.
1740 Eber Rd
Holland, OH 43528 |
|
Other Aircraft Parts and Auxiliary Equipment Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.65%
|
|
(L +8.75%)
|
|
9/8/2024
|
|
$
|
5,000
|
|
|
$
|
4,912
|
|
|
$
|
4,084
|
|
|
2.5
|
%
|
Common equity (368,852 Class A units) (10)
|
|
|
|
|
|
|
|
|
|
|
|
450
|
|
|
124
|
|
|
0.1
|
|
||||
Common equity (40,984 Class B units) (10)
|
|
|
|
|
|
|
|
|
|
|
|
50
|
|
|
5
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
5,412
|
|
|
4,213
|
|
|
2.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hyland Software, Inc.
28500 Clemens Road
Westlake, Ohio 44145
|
|
Software Publishers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (14) (15)
|
|
|
|
5.30%
|
|
(L +3.50%)
|
|
7/1/2024
|
|
1,660
|
|
|
1,655
|
|
|
1,672
|
|
|
1.0
|
|
|||
Senior Secured Loan
|
|
|
|
8.80%
|
|
(L +7.00%)
|
|
7/7/2025
|
|
2,601
|
|
|
2,614
|
|
|
2,617
|
|
|
1.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
4,261
|
|
|
4,269
|
|
|
4,289
|
|
|
2.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Inergex Holdings, LLC
500 Seneca Street
Suite 620
Buffalo, NY 14204
|
|
Other Computer Related Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
8.94%
|
|
(L +7.00%)
|
|
10/1/2024
|
|
16,590
|
|
|
16,389
|
|
|
16,489
|
|
|
9.9
|
|
|||
Senior Secured Loan (Revolver) (5) (18)
|
|
|
|
6.05%
|
|
(L +7.00%)
|
|
10/1/2024
|
|
1,875
|
|
|
1,853
|
|
|
1,864
|
|
|
1.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
18,465
|
|
|
18,242
|
|
|
18,353
|
|
|
11.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Institutional Shareholder Services Inc.
702 King Farm Boulevard
Suite 400
Rockville, MD 20850
|
|
Administrative Management and General Management Consulting Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.44%
|
|
(L +8.50%)
|
|
3/5/2027
|
|
6,244
|
|
|
6,075
|
|
|
6,098
|
|
|
3.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intouch Midco Inc. (15) (19)
5650 Yonge Street
Toronto, ON M2M 4H5
|
|
All Other Professional, Scientific, and Technical Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.05%
|
|
(L +4.25%)
|
|
8/24/2025
|
|
1,995
|
|
|
1,925
|
|
|
1,925
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kindred Healthcare, Inc. (FKA Kindred at Home) (14) (15)
3350 Riverwood Parkway Suite 1400
Atlanta, GA 30339
|
|
Home Health Care Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.56%
|
|
(L +3.75%)
|
|
7/2/2025
|
|
2,985
|
|
|
2,998
|
|
|
3,004
|
|
|
1.8
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
McAfee, LLC (14) (15)
2821 Mission College Blvd,
Santa Clara, CA 95054
|
|
Software Publishers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.55%
|
|
(L +3.75%)
|
|
9/30/2024
|
|
$
|
1,985
|
|
|
$
|
1,987
|
|
|
$
|
1,996
|
|
|
1.2
|
%
|
Senior Secured Loan
|
|
|
|
10.30%
|
|
(L +8.50%)
|
|
9/29/2025
|
|
2,000
|
|
|
2,002
|
|
|
2,018
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
3,985
|
|
|
3,989
|
|
|
4,014
|
|
|
2.4
|
|
|||
Micro Holding Corp (14) (15)
909 Sepulveda Blvd, 11th Floor
El Segundo, CA 90245
|
|
Internet Publishing and Broadcasting and Web Search Portals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.55%
|
|
(L +3.75%)
|
|
9/13/2024
|
|
1,985
|
|
|
1,969
|
|
|
1,991
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Milrose Consultants, LLC (4) (8)
498 7th Avenue
New York, NY 10017
|
|
Administrative Management and General Management Consulting Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
8.14%
|
|
(L +6.20%)
|
|
7/16/2025
|
|
11,500
|
|
|
11,420
|
|
|
11,394
|
|
|
6.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
My Alarm Center, LLC (4) (10) (13)
3803 West Chester Pike,
Suite 100
Newton Square, PA 19073
|
|
Security Systems Services (except Locksmiths)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity (1,485 Class A units), 8% PIK
|
|
|
|
|
|
|
|
|
|
|
|
1,571
|
|
|
984
|
|
|
0.6
|
|
||||
Preferred Equity (1,198 Class B units)
|
|
|
|
|
|
|
|
|
|
|
|
1,198
|
|
|
—
|
|
|
—
|
|
||||
Preferred Equity (335 Class Z units)
|
|
|
|
|
|
|
|
|
|
|
|
325
|
|
|
1,136
|
|
|
0.7
|
|
||||
Common Equity (64,149 units)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
3,094
|
|
|
2,120
|
|
|
1.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Online Tech Stores, LLC (4)
5440 Reno Corporate Dr.
Reno, NV 89511
|
|
Stationary & Office Supply Merchant Wholesaler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan
|
|
|
|
10.50% cash / 3.00% PIK
|
|
N/A
|
|
8/1/2023
|
|
16,323
|
|
|
16,113
|
|
|
14,559
|
|
|
8.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
OnSite Care, PLLC (4) (8)
10130 Perimeter Pkwy
Charlottte, North Carolina 29216
|
|
Home Health Care Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
9.09%
|
|
(L +7.78%)
|
|
8/10/2023
|
|
9,541
|
|
|
9,446
|
|
|
9,162
|
|
|
5.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Panther BF Aggregator 2 LP (14) (15)
250 Vesey St. 15th Floor
New York, NY 10281
|
|
Other Commercial and Service Industry Machinery Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.30%
|
|
(L +3.50%)
|
|
4/30/2026
|
|
$
|
1,995
|
|
|
$
|
1,978
|
|
|
$
|
2,006
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Parfums Holding Company, Inc.
6 High Ridge Park
Stamford, CT 06905
|
|
Cosmetics, Beauty Supplies, and Perfume Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (14) (15)
|
|
|
|
6.16%
|
|
(L +4.25%)
|
|
6/30/2024
|
|
87
|
|
|
87
|
|
|
87
|
|
|
0.1
|
|
|||
Senior Secured Loan
|
|
|
|
10.70%
|
|
(L +8.75%)
|
|
6/30/2025
|
|
6,320
|
|
|
6,332
|
|
|
6,276
|
|
|
3.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
6,407
|
|
|
6,419
|
|
|
6,363
|
|
|
3.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pelican Products, Inc.
23215 Early Avenue
Torrance, CA 90505
|
|
Unlaminated Plastics Profile Shape Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
9.49%
|
|
(L +7.75%)
|
|
5/1/2026
|
|
6,055
|
|
|
6,059
|
|
|
5,969
|
|
|
3.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Performance Team LLC (4)
2240 E Maple Ave
El Segundo, CA 90245
|
|
General Warehousing and Storage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
11.80%
|
|
(L +10.00%)
|
|
11/24/2023
|
|
13,889
|
|
|
13,790
|
|
|
14,165
|
|
|
8.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
PM Acquisition LLC
2700 Sam Rittenberg Blvd.
Charleston, SC 29407
|
|
All Other General Merchandise Stores
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
11.50% cash / 2.50% PIK
|
|
N/A
|
|
10/29/2021
|
|
4,963
|
|
|
4,903
|
|
|
4,800
|
|
|
2.9
|
|
|||
Common Equity (499 units) (10) (13)
|
|
|
|
|
|
|
|
|
|
|
|
499
|
|
|
220
|
|
|
0.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
4,963
|
|
|
5,402
|
|
|
5,020
|
|
|
3.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Quest Software US Holdings Inc. (14) (15)
5 Polaris Way
Aliso Viejo, CA 92656
|
|
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.18%
|
|
(L +4.25%)
|
|
5/16/2025
|
|
1,990
|
|
|
1,973
|
|
|
1,978
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Refinitiv (14) (15)
345 Park Ave.
New York, NY 10154
|
|
Public Finance Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.05%
|
|
(L +4.25%)
|
|
10/1/2025
|
|
1,987
|
|
|
1,941
|
|
|
2,007
|
|
|
1.2
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Resource Label Group, LLC
147 Seaboard Lane
Franklin, TN 37067
|
|
Commercial Printing (except Screen and Books)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.60%
|
|
(L +8.50%)
|
|
11/26/2023
|
|
$
|
4,821
|
|
|
$
|
4,777
|
|
|
$
|
4,591
|
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restaurant Technologies, Inc (15)
2250 Pilot Knob Road
Suite 100 Mendota Heights, MN 55120
|
|
Other Grocery and Related Products Merchant Wholesalers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
5.05%
|
|
(L +3.25%)
|
|
10/1/2025
|
|
1,990
|
|
|
1,994
|
|
|
2,003
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rocket Software, Inc. (15)
77 4th Avenue
Waltham, MA 02451
|
|
Software Publishers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (14)
|
|
|
|
6.05%
|
|
(L +4.25%)
|
|
11/28/2025
|
|
665
|
|
|
663
|
|
|
649
|
|
|
0.4
|
|
|||
Senior Secured Loan
|
|
|
|
10.05%
|
|
(L +8.25%)
|
|
11/28/2026
|
|
6,275
|
|
|
6,167
|
|
|
6,094
|
|
|
3.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
6,940
|
|
|
6,830
|
|
|
6,743
|
|
|
4.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
RPLF Holdings, LLC (10) (13)
166 Corporate Drive
Portsmouth, NH 03801
|
|
Software Publishers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity (254,110 Class A units)
|
|
|
|
|
|
|
|
|
|
|
|
254
|
|
|
186
|
|
|
0.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sentry Centers Holdings, LLC (10) (13)
366 Madison Avenue, 7th Floor
New York, NY 10017
|
|
Other Professional, Scientific, and Technical Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity (5,000 Series C units)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
500
|
|
|
1,490
|
|
|
0.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Southern Technical Institute, LLC (4) (6) (10)
3940 N. Dean Road
Orlando, FL 32817
|
|
Colleges, Universities, and Professional Schools
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan
|
|
|
|
6.00% PIK
|
|
N/A
|
|
12/31/2021
|
|
1,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
1,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Spring Education Group, Inc. (F/K/A SSH Group Holdings, Inc.)
12930 Saratoga Avenue
Suite A2
Saratoga, CA 95070
|
|
Child Day Care Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.19%
|
|
(L +4.25%)
|
|
7/30/2025
|
|
$
|
972
|
|
|
$
|
970
|
|
|
$
|
978
|
|
|
0.6
|
%
|
Senior Secured Loan
|
|
|
|
10.19%
|
|
(L +8.25%)
|
|
7/30/2026
|
|
7,216
|
|
|
7,157
|
|
|
7,288
|
|
|
4.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
8,188
|
|
|
8,127
|
|
|
8,266
|
|
|
5.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sprint Communications, Inc. (14) (15) (19)
6200 Sprint Parkway
Overland Park, KS 66251
|
|
Wired Telecommunications Carriers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
4.81%
|
|
(L +3.00%)
|
|
2/2/2024
|
|
1,985
|
|
|
1,972
|
|
|
1,980
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SSJA Bariatric Management LLC (15)
c/o Sentinel Capital Partners, L.L.C. 330
Madison Avenue, 27th Floor
New York, NY 10017
|
|
Offices of Physicians, Mental Health Specialists
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.94%
|
|
(L +5.00%)
|
|
8/26/2024
|
|
9,975
|
|
|
9,883
|
|
|
9,861
|
|
|
5.9
|
|
|||
Senior Secured Loan (Revolver) (5)
|
|
|
|
0.50% (18)
|
|
(L +5.00%)
|
|
8/26/2024
|
|
—
|
|
|
(6
|
)
|
|
(14
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
9,975
|
|
|
9,877
|
|
|
9,847
|
|
|
5.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stancor, L.P. (4) (10)
515 Fan Hill Road
Monroe, CT 06468
|
|
Pump and Pumping Equipment Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity (1,250,000 Class A units),
8% PIK (10)
|
|
|
|
|
|
|
|
|
|
|
|
1,501
|
|
|
1,607
|
|
|
1.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Staples, Inc. (14) (15) (19)
500 Staples Drive
Framingham, MA 01702
|
|
Business to Business Electronic Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.69%
|
|
(L +5.00%)
|
|
4/16/2026
|
|
1,990
|
|
|
1,920
|
|
|
1,960
|
|
|
1.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
STS Operating, Inc.
2301 Windsor Ct
Addison, IL 60101
|
|
Industrial Machinery and Equipment Merchant Wholesalers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (14) (15)
|
|
|
|
6.05%
|
|
(L +4.25%)
|
|
12/11/2024
|
|
632
|
|
|
631
|
|
|
632
|
|
|
0.4
|
|
|||
Senior Secured Loan
|
|
|
|
9.80%
|
|
(L +8.00%)
|
|
4/30/2026
|
|
9,073
|
|
|
9,070
|
|
|
9,030
|
|
|
5.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
9,705
|
|
|
9,701
|
|
|
9,662
|
|
|
5.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Sunshine Luxembourg VII SARL (14) (15)
26A, Boulevard Royal
L-2449 Luxembourg
|
|
Pharmaceutical Preparation Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.19%
|
|
(L +4.25%)
|
|
9/25/2026
|
|
$
|
2,000
|
|
|
$
|
2,010
|
|
|
$
|
2,021
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tank Holding Corp. (14) (15)
4365 Steiner Street St.
Bonifacius, MN 55375 |
|
Unlaminated Plastics Profile Shape Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
6.41%
|
|
(L +4.00%)
|
|
3/26/2026
|
|
1,995
|
|
|
2,002
|
|
|
2,005
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
The Escape Game, LLC (4)
510 East Iris Dr. Unit C
Nashville, TN 37204 |
|
Other amusement and recreation industries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
8.80%
|
|
(L +7.00%)
|
|
3/31/2020
|
|
4,667
|
|
|
4,642
|
|
|
4,648
|
|
|
2.8
|
|
|||
Senior Secured Loan
|
|
|
|
10.55%
|
|
(L +8.75%)
|
|
12/22/2022
|
|
7,000
|
|
|
6,969
|
|
|
6,972
|
|
|
4.2
|
|
|||
Senior Secured Loan
|
|
|
|
10.55%
|
|
(L +8.75%)
|
|
12/22/2022
|
|
7,000
|
|
|
7,000
|
|
|
6,972
|
|
|
4.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
18,667
|
|
|
18,611
|
|
|
18,592
|
|
|
11.2
|
|
|||
Truck Hero, Inc. (15)
5400 S. State Road
Ann Arbor, Michigan 48108
|
|
Truck Trailer Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.05%
|
|
(L +8.25%)
|
|
4/21/2025
|
|
7,014
|
|
|
6,990
|
|
|
6,690
|
|
|
4.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
United Biologics Holdings, LLC (4) (10)
70 NE Loop 410
Suite 600
San Antonio, TX 78216
|
|
Medical Laboratories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity (151,787 units)
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
15
|
|
|
—
|
|
||||
Warrants (29,374 units)
|
|
|
|
|
|
|
|
3/05/2022 (12)
|
|
|
|
82
|
|
|
7
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
—
|
|
|
91
|
|
|
22
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Anesthesia Partners (14) (15)
450 East Las Olas Blvd Suite 850
Ft. Lauderdale, FL 33301 |
|
Freestanding Ambulatory Surgical and Emergency Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
4.80%
|
|
(L +3.00%)
|
|
6/23/2024
|
|
2,980
|
|
|
2,950
|
|
|
2,976
|
|
|
1.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
THL Credit Wind River 2019-03 CLO Ltd
Estera Trust (Cayman) Limited
Clifton House, 75 Fort Street, PO Box 1350
Grand Cayman KY1-1108, Cayman Islands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
|
|
12.33% (9)
|
|
|
|
4/15/2031 (17)
|
|
$
|
7,000
|
|
|
$
|
5,796
|
|
|
$
|
5,197
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Structured Finance Note Investments
|
|
|
|
|
|
|
|
|
|
$
|
29,430
|
|
|
$
|
23,127
|
|
|
$
|
21,610
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Non-control/Non-affiliate Investments
|
|
|
|
|
|
|
|
|
|
$
|
401,524
|
|
|
$
|
396,201
|
|
|
$
|
372,535
|
|
|
223.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Affiliate Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
3rd Rock Gaming Holdings, LLC
75190 Gerald Ford Dr.
Palm Desert, CA 92211
|
|
Software Publishers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
9.44% cash / 1.00% PIK
|
|
(L +7.50%)
|
|
3/12/2023
|
|
21,373
|
|
|
21,176
|
|
|
20,099
|
|
|
12.1
|
|
|||
Common Equity (2,547,250 units), (10) (13)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
2,547
|
|
|
1,044
|
|
|
0.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
21,373
|
|
|
23,723
|
|
|
21,143
|
|
|
12.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chemical Resources Holdings, Inc.
103 Carnegie Center, Suite 100
Princeton, NJ 08540-6235
|
|
Custom Compounding of Purchased Resins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (4) (8)
|
|
|
|
9.82%
|
|
(L +7.89%)
|
|
1/25/2024
|
|
13,743
|
|
|
13,592
|
|
|
13,746
|
|
|
8.2
|
|
|||
Common Equity (1,832 Class A shares) (10) (13)
|
|
|
|
|
|
|
|
|
|
|
|
1,813
|
|
|
2,662
|
|
|
1.6
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,743
|
|
|
15,405
|
|
|
16,408
|
|
|
9.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contract Datascan Holdings, Inc. (4)
2941 Trade Center Drive
Suite 100
Carrollton, TX 75006
|
|
Office Machinery and Equipment Rental and Leasing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan
|
|
|
|
12.00%
|
|
N/A
|
|
2/5/2021
|
|
8,000
|
|
|
7,995
|
|
|
8,000
|
|
|
4.8
|
|
|||
Preferred Equity (3,061 Series A shares), 10% PIK (10)
|
|
|
|
|
|
|
|
|
|
|
|
5,599
|
|
|
5,671
|
|
|
3.4
|
|
||||
Common Equity (11,273 shares) (10)
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
|
671
|
|
|
0.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
13,698
|
|
|
14,342
|
|
|
8.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
DRS Imaging Services, LLC
43 Fadem Rd
Springfield, NJ 07081
|
|
Data Processing, Hosting, and Related Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (4) (8)
|
|
|
|
11.21%
|
|
(L +9.27%)
|
|
11/20/2023
|
|
$
|
10,741
|
|
|
$
|
10,670
|
|
|
$
|
10,569
|
|
|
6.3
|
%
|
Common Equity (1,135 units) (10) (13)
|
|
|
|
|
|
|
|
|
|
|
|
1,135
|
|
|
1,331
|
|
|
0.8
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,741
|
|
|
11,805
|
|
|
11,900
|
|
|
7.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Master Cutlery, LLC (4) (6) (10)
700 Penhorn Avenue
Secaucus, NJ 07094
|
|
Sporting and Recreational Goods and Supplies Merchant Wholesalers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan (11)
|
|
|
|
13.00%
|
|
N/A
|
|
4/17/2020
|
|
5,947
|
|
|
4,764
|
|
|
255
|
|
|
0.2
|
|
|||
Preferred Equity (3,723 Series A units), 8% PIK
|
|
|
|
|
|
|
|
|
|
—
|
|
|
3,483
|
|
|
—
|
|
|
—
|
|
|||
Common Equity (15,564 units)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
5,947
|
|
|
8,247
|
|
|
255
|
|
|
0.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NeoSystems Corp. (4) (10)
1861 International Drive,
Suite 200
Tysons Corner, VA 22102
|
|
Other Accounting Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity (521,962 convertible shares), 10% PIK
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,698
|
|
|
2,250
|
|
|
1.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pfanstiehl Holdings, Inc. (4)
1219 Glen Rock Avenue
Waukegan, IL 60085
|
|
Pharmaceutical Preparation Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan
|
|
|
|
10.50%
|
|
N/A
|
|
9/29/2022
|
|
3,788
|
|
|
3,807
|
|
|
3,788
|
|
|
2.3
|
|
|||
Common Equity (400 Class A shares)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
217
|
|
|
11,979
|
|
|
7.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
3,788
|
|
|
4,024
|
|
|
15,767
|
|
|
9.5
|
|
|||
Professional Pipe Holdings, LLC
628 Lanier Road 3504
Norwood, NC 28128
|
|
Plumbing, Heating, and Air-Conditioning Contractors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.55% cash / 1.50% PIK
|
|
(L +9.27%)
|
|
3/23/2023
|
|
7,099
|
|
|
7,008
|
|
|
7,170
|
|
|
4.3
|
|
|||
Common Equity (1,414 Class A units) (10)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,414
|
|
|
2,413
|
|
|
1.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
7,099
|
|
|
8,422
|
|
|
9,583
|
|
|
5.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
TalentSmart Holdings, LLC
731 S. Highway 101, 1L
Solana Beach, CA 92075
|
|
Professional and Management Development Training
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (4)
|
|
|
|
8.50%
|
|
(L +6.75%)
|
|
10/11/2024
|
|
$
|
10,000
|
|
|
$
|
9,833
|
|
|
$
|
9,833
|
|
|
5.9
|
%
|
Senior Secured Loan (Revolver) (5) (18)
|
|
|
|
8.50%
|
|
(L +6.75%)
|
|
10/11/2024
|
|
250
|
|
|
242
|
|
|
242
|
|
|
0.1
|
|
|||
Common Equity (1,500 Class A shares) (10) (13)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
|
0.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
10,250
|
|
|
11,575
|
|
|
11,575
|
|
|
6.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TRS Services, LLC (4) (11)
2100 Skinner Road
Houston, TX 77093
|
|
Commercial and Industrial Machinery and Equipment (except Automotive and Electronic) Repair and Maintenance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan
|
|
|
|
10.55% cash / 1.00% PIK
|
|
(L +8.75%)
|
|
3/16/2020
|
|
14,624
|
|
|
14,615
|
|
|
14,623
|
|
|
8.8
|
|
|||
Preferred Equity (329,266 Class AA units), 15% PIK (10)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
545
|
|
|
547
|
|
|
0.3
|
|
|||
Preferred Equity (3,000,000 Class A units), 11% PIK (10)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
3,374
|
|
|
3,095
|
|
|
1.9
|
|
|||
Common Equity (3,000,000 units) (10)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
572
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
14,624
|
|
|
19,106
|
|
|
18,265
|
|
|
11.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TTG Healthcare, LLC
2403 Sidney St.
Pittsburgh, PA 15203
|
|
Diagnostic Imaging Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior Secured Loan (4)
|
|
|
|
10.71%
|
|
(L +9.00%)
|
|
3/1/2024
|
|
12,103
|
|
|
11,938
|
|
|
11,767
|
|
|
7.1
|
|
|||
Preferred Equity ( 2,309 Class B units) (10) (13)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
2,309
|
|
|
2,424
|
|
|
1.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
12,103
|
|
|
14,247
|
|
|
14,191
|
|
|
8.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Affiliate Investments
|
|
|
|
|
|
|
|
|
|
$
|
107,668
|
|
|
$
|
131,950
|
|
|
$
|
135,679
|
|
|
81.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company (1)
Investment Type |
|
Industry
|
|
Interest Rate (2)
|
|
Spread Above
Index (2) |
|
Maturity
|
|
Principal
Amount |
|
Amortized Cost
|
|
Fair Value (3)
|
|
Percent of
Net Assets |
|||||||
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Control Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
MTE Holding Corp. (4)
c/o Mirage Trailers LLC
2212 Industrial Rd
Nampa, ID 83687
|
|
Travel Trailer and Camper Manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Loan (to Mirage Trailers, LLC, a controlled, consolidated subsidiary of MTE Holding Corp.)
|
|
|
|
10.26% cash / 4.50% PIK
|
|
(L +8.50%)
|
|
11/25/2020
|
|
$
|
7,464
|
|
|
$
|
7,451
|
|
|
$
|
7,464
|
|
|
4.5
|
%
|
Common Equity (554 shares)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
3,069
|
|
|
1,253
|
|
|
0.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
7,464
|
|
|
10,520
|
|
|
8,717
|
|
|
5.3
|
|
|||
Total Control Investment
|
|
|
|
|
|
|
|
|
|
$
|
7,464
|
|
|
$
|
10,520
|
|
|
$
|
8,717
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Investments
|
|
|
|
|
|
|
|
|
|
$
|
516,656
|
|
|
$
|
538,671
|
|
|
$
|
516,931
|
|
|
310.4
|
%
|
(1)
|
Equity ownership may be held in shares or units of companies affiliated with the portfolio company. The Company's investments are generally classified as "restricted securities" as such term is defined under Regulation S-X Rule 6-03(f) or Securities Act Rule 144.
|
(2)
|
Substantially all of the investments that bear interest at a variable rate are indexed to LIBOR (L), generally between 1.7% and 2.1% at December 31, 2019, and reset monthly, quarterly, or semi-annually. Variable-rate loans with an aggregate cost of $420,410 include LIBOR reference rate floor provisions of generally 1% to 2%; at December 31, 2019, the reference rate on all such instruments was above the stated floors. For each investment, the Company has provided the spread over the reference rate and current interest rate in effect at December 31, 2019. Unless otherwise noted, all investments with a stated PIK rate require interest payments with the issuance of additional securities as payment of the entire PIK provision.
|
(3)
|
Unless otherwise noted with footnote 14, fair value was determined using significant unobservable inputs for all of the Company's investments and are considered Level 3 under GAAP. See Note 5 for further details.
|
(4)
|
Investments (or portion thereof) held by SBIC I LP. These assets (or a portion thereof) are held to support the SBA debentures and can not be pledged under any debt obligation of the Company.
|
(5)
|
Subject to unfunded commitments. See Note 6 for further details.
|
(6)
|
Investment was on non-accrual status as of December 31, 2019, meaning the Company has ceased recognition of all or a portion of income on the investment. See Note 4 for further details.
|
(7)
|
Structured Finance Notes are considered CLO subordinated debt positions. CLO subordinated debt positions are entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying securities less contractual payments to debt holders and fund expenses.
|
(8)
|
The Company has entered into a contractual arrangement with co‑lenders whereby, subject to certain conditions, it has agreed to receive its payment after the repayment of certain co‑lenders pursuant to a payment waterfall. The table below provides additional details as of December 31, 2019:
|
Portfolio Company
|
Reported Interest Rate
|
|
Interest Rate per Credit Agreement
|
|
Additional Interest per Annum
|
Carolina Lubes, Inc.
|
9.83%
|
|
9.35%
|
|
0.48%
|
Chemical Resources Holdings, Inc.
|
9.82%
|
|
7.93%
|
|
1.89%
|
DRS Imaging Services, LLC
|
11.21%
|
|
9.94%
|
|
1.27%
|
Milrose Consultants, LLC
|
8.14%
|
|
7.44%
|
|
0.70%
|
OnSite Care, PLLC
|
9.49%
|
|
7.96%
|
|
1.53%
|
(9)
|
The rate disclosed is an estimated effective yield based upon the current projection of the amount and timing of distributions in addition to the estimated amount and timing of terminal principal payments. Effective yields for the Company's Structured Finance Note investments are monitored and evaluated at each reporting date. The estimated yield and investment cost may ultimately not be realized.
|
(10)
|
Non-income producing.
|
Portfolio Company
|
|
Investment Type
|
|
Range of PIK
Option
|
|
Range of Cash
Option
|
|
Maximum PIK
Rate Allowed
|
Community Intervention Services, Inc.
|
|
Subordinated Loan
|
|
0% or 6.00%
|
|
13.00% or 7.00%
|
|
6.00%
|
Eblens Holdings, Inc.
|
|
Subordinated Loan
|
|
0% or 1.00%
|
|
13.00% or 12.00%
|
|
1.00%
|
Master Cutlery, LLC
|
|
Senior Secured Loan
|
|
0% to 13.00%
|
|
13.00% to 0%
|
|
13.00%
|
TRS Services, LLC
|
|
Senior Secured Loan
|
|
0% or 1.00%
|
|
12.65% or 1.00%
|
|
1.00%
|
(12)
|
Represents expiration date of the warrants.
|
(13)
|
All or portion of investment held by OFSCC-MB.
|
(14)
|
Fair value was determined by reference to observable inputs other than quoted prices in active markets and are considered Level 2 under GAAP. See Note 5 for further details.
|
(15)
|
Investments (or portion thereof) held by OFSCC-FS. These assets are pledged as collateral of the BNP Credit Facility and can not be pledged under any other debt obligation of the Company.
|
(16)
|
Amortized cost reflects accretion of effective yield less any cash distributions received or entitled to be received from CLO Structured Finance Note investments.
|
(17)
|
Maturity represents the contractual maturity date of the structured finance notes. Expected maturity and cash flows, not contractual maturity and cash flows, were utilized in deriving the effective yield of the investments.
|
(18)
|
Commitment fee on undrawn funds.
|
(19)
|
Non-qualifying assets under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of the Company's assets, as defined under Section 55 of the 1940 Act, at the time of acquisition of any additional non-qualifying assets. As of December 31, 2019, 6.0% of the Company's assets were qualifying assets.
|
|
|
NAV Per Share(1)
|
|
Price Range
|
|
Premium (Discount) of High Sales Price to NAV
|
|
Premium (Discount) of Low Sales Price to NAV
|
|
Cash Distribution per Share(2)
|
|
||||||||||||
Period
|
|
|
High
|
|
Low
|
|
|
|
|
||||||||||||||
Fiscal 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Second Quarter(3)
|
|
*
|
|
$
|
3.88
|
|
|
$
|
3.52
|
|
|
*
|
|
*
|
|
*
|
|
||||||
First Quarter
|
|
*
|
|
$
|
11.97
|
|
|
$
|
3.70
|
|
|
*
|
|
*
|
|
$
|
0.34
|
|
|
||||
Fiscal 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
12.46
|
|
|
$
|
12.01
|
|
|
$
|
10.99
|
|
|
-3.6
|
%
|
|
-11.8
|
%
|
|
$
|
0.34
|
|
|
Third Quarter
|
|
$
|
12.74
|
|
|
$
|
12.27
|
|
|
$
|
10.98
|
|
|
-3.7
|
%
|
|
-13.8
|
%
|
|
$
|
0.34
|
|
|
Second Quarter
|
|
$
|
12.95
|
|
|
$
|
12.80
|
|
|
$
|
11.85
|
|
|
-1.16
|
%
|
|
-8.5
|
%
|
|
$
|
0.34
|
|
|
First Quarter
|
|
$
|
13.04
|
|
|
$
|
12.52
|
|
|
$
|
10.77
|
|
|
-4.0
|
%
|
|
-17.4
|
%
|
|
$
|
0.34
|
|
|
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
13.10
|
|
|
$
|
11.95
|
|
|
$
|
9.89
|
|
|
-8.8
|
%
|
|
-24.5
|
%
|
|
$
|
0.34
|
|
|
Third Quarter
|
|
$
|
13.75
|
|
|
$
|
12.70
|
|
|
$
|
11.48
|
|
|
-7.6
|
%
|
|
-16.5
|
%
|
|
$
|
0.34
|
|
|
Second Quarter
|
|
$
|
13.70
|
|
|
$
|
12.20
|
|
|
$
|
10.65
|
|
|
-10.9
|
%
|
|
-22.3
|
%
|
|
$
|
0.34
|
|
|
First Quarter
|
|
$
|
13.68
|
|
|
$
|
12.5
|
|
|
$
|
10.98
|
|
|
-8.6
|
%
|
|
-19.7
|
%
|
|
$
|
0.71
|
|
(4)
|
Fiscal 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
14.12
|
|
|
$
|
13.18
|
|
|
$
|
11.85
|
|
|
-6.7
|
%
|
|
-16.1
|
%
|
|
$
|
0.34
|
|
|
Third Quarter
|
|
$
|
14.15
|
|
|
$
|
14.34
|
|
|
$
|
12.67
|
|
|
1.3
|
%
|
|
-10.5
|
%
|
|
$
|
0.34
|
|
|
Second Quarter
|
|
$
|
14.40
|
|
|
$
|
14.58
|
|
|
$
|
13.50
|
|
|
1.3
|
%
|
|
-6.3
|
%
|
|
$
|
0.34
|
|
|
First Quarter
|
|
$
|
14.98
|
|
|
$
|
15.24
|
|
|
$
|
13.55
|
|
|
1.7
|
%
|
|
-9.5
|
%
|
|
$
|
0.34
|
|
|
(1)
|
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sales prices. The net asset values shown are based on outstanding shares at the end of each period.
|
(2)
|
The determination of the tax attributes of distributions is made annually as of the end of each fiscal year based upon taxable income for the full year and distributions paid for the full year. The return of capital portion of distributions for the years ended December 31, 2019, 2018, and 2017, was $0, $0, and $0, respectively.
|
(3)
|
Period from April 1, 2020 through April 3, 2020.
|
(4)
|
Includes a special dividend of $0.37 per share representing undistributed net long-term capital gains realized by the Company in 2017.
|
(dollar amounts in thousands, except per unit data)
|
|
|
|
|
|
|
||||||||
Class and Year
|
Total Amount Outstanding Exclusive of Treasury Securities(1)
|
|
Asset Coverage
Per Unit(2)
|
|
Involuntary Liquidating Preference
Per Unit(3)
|
|
Average Market Value Per Unit(4)
|
|||||||
BNP Facility
|
|
|
|
|
|
|
|
|||||||
December 31, 2019
|
$
|
56,450
|
|
|
$
|
6,659
|
|
|
—
|
|
|
N/A
|
|
|
5.95% Notes due 2026
|
|
|
|
|
|
|
|
|||||||
December 31, 2019
|
$
|
54,325
|
|
|
$
|
6,920
|
|
|
—
|
|
|
$
|
24.75
|
|
6.375% Notes due 2025
|
|
|
|
|
|
|
|
|||||||
December 31, 2019
|
$
|
50,000
|
|
|
$
|
7,519
|
|
|
—
|
|
|
$
|
25.30
|
|
December 31, 2018
|
$
|
50,000
|
|
|
$
|
5,645
|
|
|
—
|
|
|
24.84
|
|
|
6.50% Notes due 2025
|
|
|
|
|
|
|
|
|||||||
December 31, 2019
|
$
|
48,525
|
|
|
$
|
7,747
|
|
|
—
|
|
|
$
|
25.29
|
|
December 31, 2018
|
$
|
48,525
|
|
|
$
|
5,817
|
|
|
—
|
|
|
24.43
|
|
|
PWB Credit Facility
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2018
|
$
|
12,000
|
|
|
$
|
23,521
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2017
|
$
|
17,600
|
|
|
$
|
11,540
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2016
|
$
|
9,500
|
|
|
$
|
15,821
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2015
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
||
WM Credit Facility (6)
|
|
|
|
|
|
|
|
|
|
|
|
|||
December 31, 2014
|
$
|
72,612
|
|
|
$
|
2,847
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2013
|
$
|
108,955
|
|
|
$
|
2,256
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2012
|
$
|
99,224
|
|
|
$
|
2,429
|
|
|
—
|
|
|
N/A
|
|
|
Small Business Administration Debentures (SBIC I LP) (5)
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2019
|
$
|
149,880
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2018
|
$
|
149,880
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2017
|
$
|
149,880
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2016
|
$
|
149,880
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2015
|
$
|
149,880
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2014
|
$
|
127,295
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2013
|
$
|
26,000
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
Total Senior Securities (7)
|
|
|
|
|
|
|
|
|||||||
December 31, 2019
|
$
|
359,180
|
|
|
$
|
1,796
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2018
|
$
|
260,405
|
|
|
$
|
2,554
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2017
|
$
|
167,480
|
|
|
$
|
11,540
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2016
|
$
|
159,380
|
|
|
$
|
15,821
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2015
|
$
|
149,880
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2014
|
$
|
199,907
|
|
|
$
|
2,847
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2013
|
$
|
134,955
|
|
|
$
|
2,256
|
|
|
—
|
|
|
N/A
|
|
|
December 31, 2012
|
$
|
99,224
|
|
|
$
|
2,429
|
|
|
—
|
|
|
N/A
|
|
Name (1)
|
|
Age
|
|
Position
|
Richard S. Ressler
|
|
61
|
|
Chairman of OFSAM, Chairman of Advisor Investment Committees
|
Jeffrey A. Cerny
|
|
57
|
|
Senior Managing Director of OFSC and OFS Advisor
|
Bilal Rashid
|
|
49
|
|
Senior Managing Director of OFSC and OFS Advisor
|
Kyde Sharp
|
|
43
|
|
Managing Director of OFSC and OFS Advisor
|
(1)
|
The address for each member of the Middle-Market Investment Committee is c/o OFS Capital Management, 10 S. Wacker Drive, Suite 2500, Chicago, IL, 60606. None of these individuals beneficially own any of our equity securities.
|
Name of Portfolio Manager/Investment Support Team
|
|
Dollar Range of Equity Securities Beneficially Owned (1)
|
Richard S. Ressler
|
|
None
|
Jeffrey A. Cerny
|
|
None
|
Bilal Rashid
|
|
None
|
Kyde Sharp
|
|
None
|
(1)
|
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, or the “Exchange Act.”
|
•
|
determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
|
•
|
assists us in determining what securities we purchase, retain or sell;
|
•
|
identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and
|
•
|
executes, closes, services and monitors the investments we make.
|
•
|
no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate;
|
•
|
100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.5%) as the “catch-up” provision. The catch-up is meant to provide OFS Advisor with 20.0% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this pre-incentive fee net investment income exceeds 2.5% in any calendar quarter; and
|
•
|
20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter.
|
•
|
Hurdle rate(1) = 2.0%
|
•
|
Management fee(2) = 0.44%
|
•
|
Other estimated expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
|
•
|
Investment income (including interest, dividends, fees, etc.) = 1.25%
|
•
|
Pre-incentive fee net investment income (investment income – (management fee + other expenses)) = 0.61%
|
•
|
Investment income (including interest, dividends, fees, etc.) = 2.80%
|
•
|
Pre-incentive fee net investment income (investment income – (management fee + other expenses)) = 2.16%
|
Incentive Fee
|
=
|
100% × “Catch-Up” + the greater of 0% AND (20% × (pre-incentive fee net investment income – 2.5%))
|
|
|
|
|
=
|
(100% ×(2.16% – 2.0%)) + 0%
|
|
|
|
|
=
|
100% × 0.16%
|
|
|
|
|
=
|
0.16%
|
•
|
Investment income (including interest, dividends, fees, etc.) = 3.50%
|
•
|
Pre-incentive fee net investment income (investment income – (management fee + other expenses)) = 2.86%
|
Incentive Fee
|
=
|
100% × “Catch-Up” + the greater of 0% AND (20% × (pre-incentive fee net investment income – 2.5%))
|
|
|
|
|
=
|
(100% × (2.5% – 2.0%)) + (20% × (2.86% – 2.5%))
|
|
|
|
|
=
|
0.5% + (20% × 0.36%)
|
|
|
|
|
=
|
0.5% + 0.07%
|
|
|
|
|
=
|
0.57%
|
•
|
Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)
|
•
|
Year 2: Investment A is sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million
|
•
|
Year 3: FMV of Investment B determined to be $25 million
|
•
|
Year 4: Investment B sold for $31 million
|
•
|
Year 1: None (no sales transactions)
|
•
|
Year 2: $6 million (20% multiplied by $30 million realized capital gains on sale of Investment A)
|
•
|
Year 3: None; $5 million (20% multiplied by $30 million cumulative realized capital gains less $5 million cumulative unrealized capital depreciation) less $6 million (Capital Gains Fee paid in Year 2)
|
•
|
Year 4: $200,000; $6.2 million (20% multiplied by $31 million cumulative realized capital gains) less $6 million (Capital Gains Fee paid in Year 2)
|
•
|
Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)
|
•
|
Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million
|
•
|
Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million
|
•
|
Year 4: FMV of Investment B determined to be $35 million
|
•
|
Year 5: Investment B sold for $20 million
|
•
|
Year 1: None (no sales transactions)
|
•
|
Year 2: $5 million (20% multiplied by $30 million realized capital gains on Investment A less $5 million unrealized capital depreciation on Investment B)
|
•
|
Year 3: $1.4 million; $6.4 million (20% multiplied by $32 million ($35 million cumulative realized capital gains on Investment A and Investment C less $3 million cumulative unrealized capital depreciation on Investment B)) less $5 million (Capital Gains Fee paid in Year 2)
|
•
|
Year 4: $0.6 million; $7 million (20% multiplied by $35 million (cumulative realized capital gains on Investment A and Investment C)) less $6.4 million (cumulative Capital Gains Fee paid in all prior years)
|
•
|
Year 5: None; $5 million (20% multiplied by $25 million ($35 million cumulative realized capital gains on Investments A and C less $10 million realized capital losses on Investment B)) less $7 million (cumulative Capital Gains Fee paid in all prior years))
|
•
|
the cost of calculating our net asset value, including the cost of any third-party valuation services;
|
•
|
the cost of effecting sales and repurchases of shares of our common stock and other securities;
|
•
|
fees payable to third parties relating to making investments, including out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
|
•
|
transfer agent and custodial fees;
|
•
|
out-of-pocket fees and expenses associated with marketing efforts;
|
•
|
federal and state registration fees and any stock exchange listing fees;
|
•
|
U.S. federal, state and local taxes;
|
•
|
independent directors’ fees and expenses;
|
•
|
brokerage commissions;
|
•
|
fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;
|
•
|
direct costs, such as printing, mailing and long-distance telephone;
|
•
|
fees and expenses associated with independent audits and outside legal costs;
|
•
|
costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and
|
•
|
other expenses incurred by either OFS Services or us in connection with administering our business.
|
•
|
the nature, quality and extent of the advisory and other services to be provided to us by OFS Advisor;
|
•
|
the fee structures of comparable externally managed BDCs that engage in similar investing activities;
|
•
|
our projected operating expenses and expense ratio compared to BDCs with similar investment objectives;
|
•
|
any existing and potential sources of indirect income to OFS Advisor from its relationship with us and the profitability of that relationship, including through the Investment Advisory Agreement;
|
•
|
information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement; and
|
•
|
the organizational capability and financial condition of OFS Advisor and its affiliates.
|
Title of Class
|
|
Amount Authorized
|
|
Amount Held by Company for its Account
|
|
Amount Outstanding
|
||
Common Stock, $0.01 par value per share
|
|
100,000,000
|
|
—
|
|
|
13,392,529
|
|
Preferred Stock, $0.01 par value per share
|
|
2,000,000
|
|
—
|
|
|
—
|
|
•
|
the designation and number of shares of such series;
|
•
|
the rate and time at which, and the preferences and conditions under which, any dividends or other distributions will be paid on shares of such series, as well as whether such dividends or other distributions are participating or non-participating;
|
•
|
any provisions relating to convertibility or exchangeability of the shares of such series, including adjustments to the conversion price of such series;
|
•
|
the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;
|
•
|
the voting powers, if any, of the holders of shares of such series;
|
•
|
any provisions relating to the redemption of the shares of such series;
|
•
|
any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;
|
•
|
any conditions or restrictions on our ability to issue additional shares of such series or other securities;
|
•
|
if applicable, a discussion of certain U.S. federal income tax considerations; and
|
•
|
any other relative powers, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.
|
•
|
the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);
|
•
|
the title and aggregate number of such subscription rights;
|
•
|
the exercise price for such subscription rights (or method of calculation thereof);
|
•
|
the currency or currencies, including composite currencies, in which the price of such subscription rights may be payable;
|
•
|
if applicable, the designation and terms of the securities with which the subscription rights are issued and the number of subscription rights issued with each such security or each principal amount of such security;
|
•
|
the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share);
|
•
|
the number of such subscription rights issued to each stockholder;
|
•
|
the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;
|
•
|
the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension);
|
•
|
if applicable, the minimum or maximum number of subscription rights that may be exercised at one time;
|
•
|
the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;
|
•
|
any termination right we may have in connection with such subscription rights offering;
|
•
|
the terms of any rights to redeem, or call such subscription rights;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
the terms of the securities issuable upon exercise of the subscription rights;
|
•
|
the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the subscription rights offering;
|
•
|
if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; and
|
•
|
any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights.
|
•
|
the title and aggregate number of such warrants;
|
•
|
the price or prices at which such warrants will be issued;
|
•
|
the currency or currencies, including composite currencies, in which the price of such warrants may be payable;
|
•
|
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
|
•
|
in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;
|
•
|
in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;
|
•
|
the date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension);
|
•
|
whether such warrants will be issued in registered form or bearer form;
|
•
|
if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
|
•
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
•
|
the terms of any rights to redeem, or call such warrants;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
the terms of the securities issuable upon exercise of the warrants;
|
•
|
if applicable, a discussion of certain U.S. federal income tax considerations; and
|
•
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
•
|
the designation or title of the series of debt securities;
|
•
|
the total principal amount of the series of debt securities;
|
•
|
the percentage of the principal amount at which the series of debt securities will be offered;
|
•
|
the date or dates on which principal will be payable;
|
•
|
the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;
|
•
|
the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;
|
•
|
the terms for redemption, extension or early repayment, if any;
|
•
|
the currencies in which the series of debt securities are issued and payable;
|
•
|
whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;
|
•
|
the place or places, if any, other than or in addition to the City of New York, of payment, transfer, conversion and/or exchange of the debt securities;
|
•
|
the denominations in which the offered debt securities will be issued;
|
•
|
the provision for any sinking fund;
|
•
|
any restrictive covenants;
|
•
|
any Events of Default;
|
•
|
whether the series of debt securities are issuable in certificated form;
|
•
|
any provisions for defeasance or covenant defeasance;
|
•
|
if applicable, U.S. federal income tax considerations relating to original issue discount;
|
•
|
whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);
|
•
|
any provisions for convertibility or exchangeability of the debt securities into or for any other securities;
|
•
|
whether the debt securities are subject to subordination and the terms of such subordination;
|
•
|
the listing, if any, on a securities exchange; and
|
•
|
any other terms.
|
•
|
how it handles securities payments and notices;
|
•
|
whether it imposes fees or charges;
|
•
|
how it would handle a request for the holders’ consent, if ever required;
|
•
|
whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities;
|
•
|
how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and
|
•
|
if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
|
•
|
an investor cannot cause the debt securities to be registered in his or her name and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below;
|
•
|
an investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “- Issuance of Securities in Registered Form” above;
|
•
|
an investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form;
|
•
|
an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
|
•
|
the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way;
|
•
|
if we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series;
|
•
|
an investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee;
|
•
|
DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds; your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security; and
|
•
|
financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities; there may be more than one financial intermediary in the chain of ownership for an investor; we do not monitor and are not responsible for the actions of any of those intermediaries.
|
•
|
we do not pay the principal of, or any premium on, a debt security of the series on its due date, and do not cure this default within five days;
|
•
|
we do not pay interest on a debt security of the series when due, and such default is not cured within 30 days;
|
•
|
we do not deposit any sinking fund payment in respect of debt securities of the series on its due date, and do not cure this default within five days;
|
•
|
we remain in breach of a covenant in respect of debt securities of the series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series;
|
•
|
we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 60 days;
|
•
|
on the last business day of each of 24 consecutive calendar months, we have an asset coverage of less than 100%; and
|
•
|
any other Event of Default in respect of debt securities of the series described in the applicable prospectus supplement occurs.
|
•
|
the holder must give your trustee written notice that an Event of Default has occurred and remains uncured;
|
•
|
the holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;
|
•
|
the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and
|
•
|
the holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60 day period.
|
•
|
the payment of principal, any premium or interest; or
|
•
|
in respect of a covenant that cannot be modified or amended without the consent of each holder.
|
•
|
where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities;
|
•
|
immediately after giving effect to such transaction, no Default or Event of Default shall have happened and be continuing;
|
•
|
under the indenture, no merger or sale of assets may be made if as a result any of our property or assets or any property or assets of one of our subsidiaries, if any, would become subject to any mortgage, lien or other encumbrance unless either (a) the mortgage, lien or other encumbrance could be created pursuant to the limitation on liens covenant in the indenture without equally and ratably securing the indenture securities or (b) the indenture securities are secured equally and ratably with or prior to the debt secured by the mortgage, lien or other encumbrance;
|
•
|
we must deliver certain certificates and documents to the trustee; and
|
•
|
we must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.
|
•
|
change the stated maturity of the principal of or interest on a debt security;
|
•
|
reduce any amounts due on a debt security;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of a security following a default;
|
•
|
adversely affect any right of repayment at the holder’s option;
|
•
|
change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;
|
•
|
impair your right to sue for payment;
|
•
|
adversely affect any right to convert or exchange a debt security in accordance with its terms;
|
•
|
modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
|
•
|
reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults;
|
•
|
modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and
|
•
|
change any obligation we have to pay additional amounts.
|
•
|
if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series; and
|
•
|
if the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
|
•
|
for original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default;
|
•
|
for debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that debt security described in the prospectus supplement; and
|
•
|
for debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.
|
•
|
if the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates;
|
•
|
we must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity; and
|
•
|
we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.
|
•
|
if the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.
|
•
|
we must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; and
|
•
|
we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.
|
•
|
our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the subordinated debt securities; and
|
•
|
renewals, extensions, modifications and refinancings of any of this indebtedness.
|
•
|
A citizen or individual resident of the United States including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;
|
•
|
A corporation or other entity taxable as a corporation, for United States federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;
|
•
|
A trust if: (i) a court in the United States has primary supervision over its administration and one or more U.S. persons have authority to control all substantial decisions of such trust, or (ii) such trust validly elects to be treated as a U.S. person for federal income tax purposes; or
|
•
|
An estate, the income of which is subject to United States federal income taxation regardless of its source.
|
•
|
maintain our qualification as a RIC; and
|
•
|
satisfy the Annual Distribution Requirement;
|
•
|
continue to qualify as a BDC under the 1940 Act at all times during each taxable year;
|
•
|
derive in each taxable year at least 90% of our gross income from dividends, interest, certain payments with respect to loans of stock and securities, gains from the sale or other disposition of stock, securities, or foreign currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to our business of investing in such stock, securities or currencies, and net income derived from interests in “qualified publicly traded partnerships,” as such term is defined in the Code (the “90% Income Test”); and
|
•
|
diversify our holdings so that at the end of each quarter of the taxable year:
|
•
|
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of our assets and 10% of the outstanding voting securities of such issuer; and
|
•
|
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that we control (as determined under applicable tax rules) and that are engaged in the same, similar or related trades or businesses or of one or more qualified publicly traded partnerships (the “Diversification Tests”).
|
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 13, 2020; and
|
•
|
the description of our Common Stock referenced in our Registration Statement on Form 8-A, as filed with the SEC on November 7, 2012, including any amendment or report filed for the purpose of updating such description prior to the termination of the offering of the common stock registered hereby.
|
(a)(1)
|
|
|
(a)(2)
|
|
|
(b)
|
|
|
(c)
|
|
Not applicable
|
(d)(1)
|
|
|
(d)(2)
|
|
|
(d)(3)
|
|
|
(d)(4)
|
|
|
(d)(5)
|
|
|
(d)(6)
|
|
|
(d)(7)
|
|
|
(d)(8)
|
|
|
(d)(9)
|
|
|
(d)(10)
|
|
|
(d)(11)
|
|
|
(d)(12)
|
|
|
(d)(13)
|
|
|
(e)
|
|
|
(f)
|
|
Not applicable
|
(g)
|
|
|
(h)(1)
|
|
(h)(2)
|
|
|
(h)(3)
|
|
|
(h)(4)
|
|
|
(h)(5)
|
|
|
(i)
|
|
Not applicable
|
(j)
|
|
|
(k)(1)
|
|
|
(k)(2)
|
|
|
(k)(3)
|
|
|
(k)(4)
|
|
|
(k)(5)
|
|
|
(k)(6)
|
|
|
(k)(7)
|
|
|
(k)(8)
|
|
|
(k)(9)
|
|
|
(l)(1)
|
|
|
(m)
|
|
Not applicable
|
(n)(1)
|
|
|
(n)(2)
|
|
|
(n)(3)
|
|
|
(n)(4)
|
|
|
(o)
|
|
Not applicable
|
(p)
|
|
Not applicable
|
(q)
|
|
Not applicable
|
(r)
|
|
|
(s)(1)
|
|
(s)(2)
|
|
|
(s)(3)
|
|
|
(s)(4)
|
|
|
(s)(5)
|
|
SEC registration fee
|
13,350
|
|
*
|
|
FINRA filing fee
|
30,500
|
|
*
|
|
Nasdaq Global Select Market listing fee
|
65,000
|
|
|
|
Printing and postage
|
50,000
|
|
|
|
Legal fees and expenses
|
150,000
|
|
|
|
Accounting fees and expenses
|
75,000
|
|
|
|
Total
|
$
|
383,850
|
|
|
*
|
This amount has been offset against filing fees associated with unsold securities registered under a previous registration statement.
|
Title of Class
|
Number of Record Holders
|
Common Stock, par value $0.01 per share
|
2
|
1.
|
OFS Capital Corporation, 10 S. Wacker Drive, Suite 2500, Chicago, IL, 60606;
|
2.
|
the transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219;
|
3.
|
the custodian, U.S. Bank National Association, One Federal Street, 3rd Floor, Boston, MA 02110; and
|
4.
|
OFS Capital Management, LLC, 10 S. Wacker Drive, Suite 2500, Chicago, IL, 60606.
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii)
|
to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), or other applicable SEC rule under the Securities Act, if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
800 Nicollet Mall
Minneapolis, Minnesota
|
55402
|
(Address of principal executive offices)
|
(Zip Code)
|
Delaware
|
46-1339639
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
Items 3-15
|
Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
|
1.
|
Sale and Purchase:
|
2.
|
Payment and Delivery:
|
|
Very truly yours,
|
||
|
|
||
|
OFS CAPITAL CORPORATION
|
||
|
|
|
|
|
By:
|
|
_________________
|
|
|
|
By:
|
|
|
|
Title:
|
|
|
||
|
OFS CAPITAL MANAGEMENT, LLC
|
||
|
|
|
|
|
By:
|
|
_________________
|
|
|
|
By:
|
|
|
|
Title:
|
|
|
||
|
OFS CAPITAL SERVICES, LLC
|
||
|
|
|
|
|
By:
|
|
_________________
|
|
|
|
By:
|
|
|
|
Title:
|
Public Offering Price:
|
[]
|
Number of Initial Shares:
|
[]
|
Number of Option Shares:
|
[]
|
|
c/o
|
Very truly yours,
|
|
|
(Signature)
|
|
Name:
|
|
|
Please print
|
|
|||
|
|
|
|
|
|
|
|
|
Very truly yours,
|
||
|
|
||
|
OFS CAPITAL CORPORATION
|
||
|
|
|
|
|
By:
|
|
__________________
|
|
|
|
By:
|
|
|
|
Title:
|
|
|
||
|
OFS CAPITAL MANAGEMENT, LLC
|
||
|
|
|
|
|
By:
|
|
__________________
|
|
|
|
By:
|
|
|
|
Title:
|
|
|
||
|
OFS CAPITAL SERVICES, LLC
|
||
|
|
|
|
|
By:
|
|
__________________
|
|
|
|
By:
|
|
|
|
Title:
|
|
||
|
|
|
|
|
|
Accepted and agreed to as
of the date first above written:
|
||
|
||
[]
|
||
|
||
For itself and as Representative of the other
|
||
Underwriters named on Schedule I hereto.
|
||
|
|
|
By:
|
|
__________________
|
|
|
By:
|
|
|
Title:
|
|
|
|
|
||||
Name of Underwriter
|
|
Aggregate Principal Amount of Initial Securities
|
|
Number of
Initial Securities
|
[]
|
|
[]
|
|
[]
|
|
|
|
||
|
|
|
|
|
Total
|
|
|
|
|
|
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: +1 202.383.0218
F: +1 202.637.3593
cynthiakrus@
eversheds-sutherland.com
|
Re:
|
OFS Capital Corporation
|
(a)
|
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including shares to be issued upon exercise of the Rights and/or the Warrants (as each such term is defined below) (the “Common Shares”);
|
(b)
|
shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), including shares to be issued upon exercise of the Warrants (the “Preferred Shares”);
|
(c)
|
subscription rights to purchase Common Stock (“Rights”);
|
(d)
|
debt securities of the Company, including debt securities to be issued upon exercise of the Warrants (“Debt Securities”); and
|
(e)
|
warrants representing rights to purchase Common Stock, Preferred Stock or Debt Securities (“Warrants”).
|
(i)
|
The Certificate of Incorporation of the Company, including the Certificate of Correction, certified as of a recent date by the Delaware Secretary of State (the “Certificate of Incorporation”);
|
(ii)
|
The Bylaws of the Company, certified as of the date hereof by an officer of the Company (the “Bylaws”);
|
(iii)
|
The Base Indenture;
|
(iv)
|
A Certificate of Good Standing with respect to the Company issued by the Delaware Secretary of State as of a recent date (the “Certificate of Good Standing”); and
|
(v)
|
The resolutions of the board of directors of the Company (the “Board”) relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement and (b) the authorization of the issuance, offer and sale of the Securities pursuant to the Registration Statement, certified as of the date hereof by an officer of the Company (collectively, the “Resolutions”).
|
(i)
|
the Certificate of Designation classifying and designating the number of shares and the terms of any class or series of the Preferred Stock to be issued by the Company (the “Certificate of Designation”) will have been duly authorized and determined or otherwise established by proper action of the Board of the Company or a duly authorized committee thereof in accordance with the Company’s Certificate of Incorporation and Bylaws and will have been filed with and accepted for record by the Delaware Secretary of State prior to the issuance of any such Preferred Shares, and such Certificate of Designation complies with the applicable requirements with respect thereto under the DGCL and the Company’s Certificate of Incorporation and Bylaws;
|
(ii)
|
the Base Indenture and each Supplemental Indenture will have been duly authorized, executed and delivered by each of the Company and the Trustee in accordance with the terms of the Base Indenture;
|
(iii)
|
each Supplemental Indenture will constitute a valid and legally binding obligation of each of the Company and the Trustee;
|
(iv)
|
the Debt Securities will not include any provision that is unenforceable against the Company;
|
(v)
|
each Warrant Agreement, including any amendments or supplements thereto, and the Warrants issued thereunder will have been duly authorized, executed and delivered by each of the parties thereto in accordance with the terms of such Warrant Agreement;
|
(vi)
|
each Warrant Agreement will constitute a valid and legally binding obligation of each of the parties thereto;
|
(vii)
|
each Rights Agreement, including any amendments or supplements thereto, and the Rights issued thereunder will have been duly authorized, executed and delivered by each of the Company and the other parties thereto in accordance with the terms of the Rights Agreement;
|
(viii)
|
each Rights Agreement will constitute a valid and legally binding obligation of each of the Company and the other parties thereto;
|
(ix)
|
the issuance, offer and sale of the Securities from time to time and the final terms of such issuance, offer and sale, including those relating to price and amount of the Securities to be issued, offered and sold, and certain terms thereof, will have been duly authorized and determined or otherwise established by proper action of the Board or a duly authorized committee thereof in accordance with the Company’s Certificate of Incorporation, if applicable, the Certificate of Designation, if applicable, the Indenture, if applicable, the Warrant Agreement, if applicable, the Rights Agreement, if applicable, and the Company’s Bylaws, if applicable, and are consistent with the terms and conditions for such issuance, offer and sale set forth in the Resolutions and the descriptions thereof in the Registration Statement, the Prospectus and the applicable Prospectus Supplement (such authorization or action being hereinafter referred to as the “Corporate Proceedings”);
|
(x)
|
the terms of the Debt Securities, the Warrants and the Rights as established and the issuance thereof (a) will not violate any applicable law, (b) will not violate or result in a default under or breach of any agreement, instrument or other document binding upon the Company, and (c) will comply with all requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company;
|
(xi)
|
each issuance of the Debt Securities will have been duly executed by the Company and duly authenticated by the Trustee in accordance with the Base Indenture, as supplemented by the applicable Supplemental Indenture, and delivered to, and the agreed consideration will have been fully paid at the time of such delivery by, the purchasers thereof;
|
(xii)
|
the Debt Securities will not include any provision that is unenforceable against the Company;
|
(xiii)
|
the Warrants will have been duly executed by the Company and duly authenticated by the Warrant Agent in accordance with the Warrant Agreement, and delivered to, and the agreed consideration will have been fully paid at the time of such delivery by, the purchasers thereof;
|
(xiv)
|
any Common Shares, Preferred Shares or Warrants issued and sold pursuant to the Registration Statement, including upon the exercise of any Securities convertible into or exercisable for Common Shares or Preferred Shares, will have been delivered to, and the agreed consideration has been fully paid at the time of such delivery by, the purchasers thereof;
|
(xv)
|
upon the issuance of any Common Shares or Preferred Shares by the Company pursuant to the Registration Statement, including upon the exercise of any Securities convertible into or exercisable for Common Shares or Preferred Shares, the total number of shares of Common Stock or Preferred Stock, as applicable, issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under the Certificate of Incorporation;
|
(xvi)
|
at the time of issuance of the Debt Securities, after giving effect to the issuance of the Debt Securities, the Company will be in compliance with Section 18(a)(1)(A) of the Investment Company Act of 1940, as amended, giving effect to Section 61(a)(1) thereof; and
|
(xvii)
|
the Certificate of Good Standing remains accurate, the Resolutions and the applicable Corporate Proceedings remain in effect, without amendment, and the Registration Statement will have become effective under the Securities Act and remains effective at the time of the issuance, offer and/or sale of the Securities,
|
1.
|
Upon completion of all Corporate Proceedings relating thereto, the issuance of the Common Shares by the Company will be duly authorized and, when issued and paid for in accordance with the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, the Common Shares will be validly issued, fully paid and non-assessable.
|
2.
|
Upon completion of all Corporate Proceedings relating thereto, the issuance of the Preferred Shares will be duly authorized and, when issued and paid for in accordance with the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, the Preferred Shares will be validly issued, fully paid and non-assessable.
|
3.
|
Upon completion of all Corporate Proceedings relating thereto, the issuance of the Rights will be duly authorized and when issued and paid for in accordance with the applicable Rights Agreement, the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions, and all Corporate Proceedings relating thereto, the Rights will constitute valid and legally binding obligations of the Company.
|
4.
|
Upon completion of all Corporate Proceedings relating thereto, the issuance of the Debt Securities will be duly authorized and, when issued and paid for in accordance with the Base Indenture, the applicable Supplemental Indenture, the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, each issuance of the Debt Securities will constitute valid and legally binding obligations of the Company.
|
5.
|
Upon completion of all Corporate Proceedings relating thereto, the issuance of the Warrants will be duly authorized and, when issued and paid for in accordance with the applicable Warrant Agreement, the Registration Statement, the Prospectus, the applicable Prospectus Supplement, the Resolutions and all Corporate Proceedings relating thereto, the Warrants will constitute valid and legally binding obligations of the Company.
|
I.
|
GENERAL (CODE OF ETHICS) 1
|
A.
|
INTRODUCTION 3
|
B.
|
STATEMENT OF STANDARDS OF BUSINESS CONDUCT 3
|
C.
|
PERIODIC COMPLIANCE AND TRAINING 7
|
D.
|
ACKNOWLEDGMENT 7
|
E.
|
REPORTING AND SANCTIONS 7
|
F.
|
ADDITIONAL RESTRICTIONS AND WAIVERS BY OFS ADVISER AND THE OFS FUNDS 8
|
G.
|
REVIEW BY THE BOARD OF DIRECTORS OF EACH OFS FUND 8
|
H.
|
CCO REPORTING 9
|
I.
|
CCO AND COMPLIANCE OVERSIGHT 9
|
J.
|
CONFIDENTIALITY 10
|
K.
|
CONFLICT WITH EMPLOYEE HANDBOOK 10
|
II.
|
PERSONAL INVESTMENT POLICY 11
|
A.
|
INTRODUCTION AND DEFINITIONS 11
|
B.
|
RECORDKEEPING AND REPORTING REQUIREMENTS 13
|
1.
|
Reports 13
|
2.
|
Determining Whether an Account is an Affiliated Account 14
|
3.
|
Managed Accounts 15
|
4.
|
Non-Transferable Accounts 15
|
5.
|
Transactions Subject to Review 16
|
C.
|
STATEMENT OF RESTRICTIONS 16
|
1.
|
Restricted List 16
|
2.
|
Private Placements and Initial Public Offerings 18
|
3.
|
Trades by OFS Fund Directors 18
|
4.
|
Trades of OFS Fund Securities or CMCT 18
|
5.
|
Trades by Access Persons Serving on Company Boards 18
|
6.
|
No Personal Trades Through OFS Adviser’s Traders 19
|
7.
|
Use of Brokerage for Personal or Family Benefit 19
|
8.
|
No “Front Running” 19
|
D.
|
REQUIREMENTS OF DISINTERESTED DIRECTORS 19
|
III.
|
INSIDE INFORMATION POLICY 20
|
A.
|
INTRODUCTION 20
|
B.
|
KEY TERMS 20
|
1.
|
What is a “Security”? 21
|
2.
|
Who is an Insider? 21
|
3.
|
What is Material Information? 22
|
4.
|
What is Nonpublic Information? 23
|
5.
|
Contacts with Companies 23
|
6.
|
Tender Offers 23
|
7.
|
Penalties for Insider Trading 23
|
C.
|
INSIDER TRADING PROCEDURES 24
|
1.
|
Identifying Inside Information 24
|
2.
|
Restricting Access to Material and Nonpublic Information 24
|
3.
|
Review and Dissemination of Certain Investment Related Information 25
|
4.
|
Determination of Materiality 25
|
5.
|
Policies and Procedures Relating to Paid Research Consultants and Expert Network Firms Regarding Securities 25
|
IV.
|
GIFTS, ENTERTAINMENT AND POLITICAL ACTIVITIES 28
|
A.
|
INTRODUCTION 28
|
B.
|
GIFTS AND ENTERTAINMENT POLICY 28
|
1.
|
Business Meals 29
|
2.
|
Providing Gifts 29
|
3.
|
Receiving Gifts 30
|
4.
|
Entertainment 30
|
5.
|
Travel and Lodging 30
|
6.
|
Providing Meals, Gifts and Entertainment to Public Officials and Union Employees 30
|
7.
|
Receipt of Meals, Gifts or Entertainment by Traders from Brokers/Agent Bank Employees 31
|
8.
|
Charitable Contributions 31
|
C.
|
POLITICAL ACTIVITY POLICY 32
|
1.
|
Introduction 33
|
2.
|
Indirect Violations 33
|
3.
|
Periodic Disclosure 33
|
V.
|
OUTSIDE AFFILIATIONS POLICY 34
|
A.
|
OUTSIDE BUSINESS ACTIVITIES 34
|
B.
|
DIRECTOR AND OFFICER POSITIONS 34
|
C.
|
EMPLOYEE RELATIONSHIPS 35
|
I.
|
GENERAL (CODE OF ETHICS)
|
A.
|
INTRODUCTION
|
•
|
the Personal Investment Policy,
|
•
|
the Inside Information Policy,
|
•
|
the Gifts and Entertainment Policy,
|
•
|
Political Activity Policy,
|
•
|
Outside Affiliations Policy,
|
•
|
Anti-Corruption Policy,
|
•
|
CIM Computer Acceptable Use Policy; and
|
•
|
Personal Use of the Firm’s Resources and Relationships Policy
|
All activities involving the OFS Funds are subject to the Company Act and the policies and procedures adopted by each OFS Fund in connection therewith as set forth in the Rule 38a-1 Compliance Manual (“38a-1 Manual”) for each OFS Fund. The obligations set forth in the Code and the 38a-1 Manual are in addition to and not in lieu of the policies and procedures set forth in the Firm’s Employee Handbook and any other Compliance Policies adopted by OFS Adviser in respect of the conduct of its business.
|
B.
|
STATEMENT OF STANDARDS OF BUSINESS CONDUCT
|
•
|
engaging a service provider on behalf of Advisory Clients or the Firm in which you or your Related Person has a financial interest;
|
•
|
accepting extravagant gifts or entertainment from a potential service provider to the Firm;
|
•
|
making charitable donations at the request of a prospective Advisory Client when the Advisory Client will directly benefit from such donation;
|
•
|
contributing to the election campaign of a government official or candidate who has, or will have if elected, the authority to appoint pension plan board members who are responsible for selecting investment advisers for such pension plan;
|
•
|
purchasing an interest in a company or property that you know the Firm is targeting for investment; and
|
•
|
assuming an outside position with a company that competes directly with the Firm.
|
1.
|
Supervised Persons and OFS Directors may not employ any device, scheme or artifice to defraud an OFS Fund or any Advisory Client, make any untrue statement of a material fact to an OFS Fund or any Advisory Client, or omit to state a material fact necessary in order to make the statements not misleading, engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon an OFS Fund or any other Advisory Client,
|
2.
|
Except with the prior approval of a Compliance Officer, in consultation with a Supervised Person’s supervisor and/or Senior Management, a Supervised Person may not act as a director, officer, general partner, managing member, principal, proprietor, consultant, agent, representative, trustee or employee of any unaffiliated public or private entity or business other than an OFS Fund, OFS Adviser, or an Affiliate of OFS Adviser. (See Section IV)
|
3.
|
All Supervised Persons must disclose to OFS Adviser and their respective OFS Fund any interests they may have in any entity that is not affiliated with OFS Adviser or any OFS Fund and that has a known business relationship with OFS Adviser, an Affiliate of OFS Adviser or any OFS Fund.
|
4.
|
Except with the prior approval of a Compliance Officer, and as specifically permitted by law, Supervised Persons may not have a material direct or indirect interest (e.g., as principal, co-principal, agent, member, partner, or material shareholder or beneficiary) in any transaction that conflicts with the interests of OFS Adviser or its Advisory Clients.
|
5.
|
Except with the prior approval of a Compliance Officer, Access Persons may not invest in any Initial Public Offering (“IPO”) or Private Placement4 (including hedge funds and other private investment vehicles). (See Section II.C.2) This requirement also applies to Private Placements that are Advisory Clients of OFS Adviser, such as OFS Credit Income Fund, L.P.
|
6.
|
No Supervised Person, except in the course of the rightful exercise of his or her job responsibilities, shall reveal to any other person, information regarding any Advisory Client or any investment or Security transaction being considered, recommended or executed on behalf of any Advisory Client. (See Section III.)
|
7.
|
No OFS Fund Director, except in the course of the rightful exercise of his or her board responsibilities, shall reveal to any other person information regarding any OFS Fund or any “Portfolio Company”, defined as any legal entity in which an OFS Fund or another Advisory Client holds an investment regardless of whether or not the investment is a Security, or any investment or Security transaction being considered, recommended, or executed on behalf of any other Advisory Client. (See Section III.)
|
8.
|
No Supervised Person shall make any recommendation concerning the purchase or sale of any Security by an Advisory Client without disclosing, to the extent known, the interest of the Firm or any Supervised Person, if any, in such Security or the issuer thereof, including, without limitation (a) any direct or indirect beneficial ownership of any Security of such issuer; (b) any contemplated transaction by such person in such Security; and (c) any present or proposed relationship with respect to such Security, issuer or its affiliates.
|
9.
|
Subject to certain exceptions permitted by applicable law, each OFS Fund shall not, directly or indirectly extend, maintain or arrange for the extension of credit or the renewal of an extension of credit, in the form of a personal loan to any officer or director of the Fund. Any Supervised Person or person who serves as a director on the board of directors of any OFS Fund (“OFS Fund Director”) who becomes aware that their respective OFS Fund may be extending or arranging for the extension of credit to a director or officer, or person serving an equivalent function, should notify and consult with a Compliance Officer to ensure that the proposed extension of credit complies with this Code and the applicable law.
|
10.
|
No Supervised Person shall engage in insider trading (as described in the “Inside Information Policy” in Section III.) whether for his or her own benefit or for the benefit of others.
|
11.
|
No Supervised Person may communicate material, nonpublic information concerning any Security, or its issuer, or Portfolio Company to anyone unless it is properly within his or her duties to do so. No OFS Fund Director may communicate material, nonpublic information concerning any Security of an issuer in which the OFS Fund Director knows, or, in the course of his or her duties as a director, should have known, OFS Fund has a current investment, or with respect to which an investment or Security is Being Considered for Purchase or Sale by any OFS Fund (“OFS Fund Portfolio Security”) or Portfolio Company of their respective OFS Fund to anyone unless it is properly within his or her duties to do so. A Security is “Being Considered for Purchase or Sale” when a recommendation to purchase or sell the Security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. In all cases, a Security which has been recommended for purchase or sale pursuant to an Investment Committee memorandum, presentation, due diligence package or other formal Investment Committee recommendation shall be deemed to be a Security Being Considered for Purchase or Sale.
|
12.
|
Each Supervised Person shall complete a compliance questionnaire (the “Regulatory Compliance Disclosure”) prior to employment and annually thereafter, within the prescribed deadline, as provided by the Compliance Department, (“Compliance Due Date”) through the Firm’s automated compliance system. Each Supervised Person shall supplement the Regulatory Compliance Disclosure, as necessary, to reflect any material changes between annual disclosures filings, and must immediately notify Compliance if any of the conditions addressed in the Regulatory Compliance Disclosure become applicable to such Supervised Person.
|
13.
|
Every Supervised Person must avoid any activity that might give rise to a question as to whether the Firm’s objectivity as a fiduciary has been compromised. (See Section V)
|
14.
|
Access Persons are required to disclose to a Compliance Officer the existence of any account that has the ability to hold any Reportable Securities (e.g., brokerage or trading accounts and IRAs), as well the account’s holdings (immediately upon commencement of employment (which shall include the accounts and holdings of the Access Person’s Related Persons), and in no case later than ten (10) calendar days beyond the Access Person’s start date. Such Accounts must be disclosed even if they contain a zero balance or non-Reportable Securities. Access Persons are required to disclose accounts that are Managed Accounts; however, disclosing the holdings of such Managed Accounts is not required. With limited exceptions provided herein, Access Persons are also required to maintain Non-Managed Accounts capable
|
15.
|
The intentional creation, transmission or use of false rumors is inconsistent with the Firm’s commitment to high ethical standards and may violate the antifraud provisions of the Advisers Act, among other securities laws of the United States. Accordingly, no Supervised Person may maliciously create, disseminate or use false rumors. This prohibition covers oral and written communications, including the use of electronic communication media such as e-mail, PIN messages, instant messages, tweets, text messages, blogs and chat rooms. Because of the difficulty identifying “false” rumors, the Firm discourages Supervised Persons from creating, passing or using any rumor.
|
C.
|
PERIODIC COMPLIANCE REPORTING AND TRAINING
|
D.
|
ACKNOWLEDGMENT
|
E.
|
REPORTING AND SANCTIONS
|
F.
|
ADDITIONAL RESTRICTIONS AND WAIVERS BY OFS ADVISER AND THE OFS FUNDS
|
G.
|
REVIEW BY THE BOARD OF DIRECTORS OF EACH OFS FUND
|
H.
|
CCO REPORTING
|
I.
|
CCO AND COMPLIANCE OVERSIGHT
|
J.
|
CONFIDENTIALITY
|
K.
|
CONFLICT WITH EMPLOYEE HANDBOOK
|
II.
|
PERSONAL INVESTMENT POLICY
|
A.
|
INTRODUCTION AND DEFINITIONS
|
B.
|
RECORDKEEPING AND REPORTING REQUIREMENTS
|
•
|
By the Compliance Due Date and no later than forty-five (45) calendar days following the end of each calendar year (i.e., February 14), every Access Person is required to certify, via the Firm’s automated compliance system, such Access Person’s Affiliated Accounts and Reportable Securities holdings in all Non-Managed Accounts as of year-end. Any holdings in Reportable Securities in a Non-Managed Account not included within the Firm’s automated compliance system should be reported separately by the Access Person.
|
C.
|
STATEMENT OF RESTRICTIONS
|
(a)
|
Securities
|
•
|
the Firm, any investment adviser Affiliate, or an Advisory Client purchases a Security of a particular issuer or such Security is Being Considered for Purchase or Sale;
|
•
|
the Firm or any investment adviser Affiliate executes a confidentiality agreement with or relating to an issuer;
|
•
|
the Firm, any investment adviser Affiliate, or an Advisory Client has declared itself “Private” with respect to an issuer in an electronic workspace;
|
•
|
the Firm becomes bound by a fiduciary obligation or other duty (for example, because an Access Person has become a board member of an issuer);
|
•
|
an Access Person becomes a member of an issuer’s board on behalf of the Firm or a Portfolio Company;
|
•
|
an Access Person becomes aware of (or is likely to become aware of) MNPI about a Security or issuer; or
|
•
|
the Firm, as determined by a Compliance Officer, has determined to include an issuer to avoid the appearance of impropriety and protect the Firm’s reputation for integrity and ethical conduct.
|
(b)
|
Procedures
|
•
|
Additions: Access Persons who become aware of any of the circumstances set forth in subsection 1.a) above, or who for any other reason believe an issuer or Security should be added to the Restricted List, should immediately notify a Compliance Officer in order to ensure that the Restricted List is updated.
|
•
|
Deletions: When the circumstances set forth in subsection 1.a) above no longer exist, or the Firm is no longer bound by the obligations giving rise to the inclusion of an issuer or Security on the Restricted List, Access Persons should notify a Compliance Officer so that the proposed removal can be assessed and the name of the issuer or Security can be promptly removed, as necessary, from the Restricted List.
|
•
|
Changes: From time to time, the Compliance Department will update the Restricted List as contemplated by this Personal Investment Policy and the Confidentiality Policy. Access Persons are responsible for checking the Restricted List in all cases before engaging in any Personal Securities Trade.
|
D.
|
REQUIREMENTS OF DISINTERESTED DIRECTORS
|
III.
|
INSIDE INFORMATION POLICY
|
A.
|
INTRODUCTION
|
B.
|
KEY TERMS
|
•
|
dividend or earnings announcements
|
•
|
write-downs or write-offs of assets
|
•
|
additions to reserves for bad debts or contingent liabilities
|
•
|
expansion or curtailment of company or major division operations
|
•
|
merger, joint venture announcements
|
•
|
new product/service/marketing announcements
|
•
|
new supplier/manufacturing/production announcements
|
•
|
material charge/impairment announcements
|
•
|
senior management changes
|
•
|
changes in control
|
•
|
material restatement of previously issued financial statements
|
•
|
discovery or research developments
|
•
|
criminal indictments and civil and government investigations, litigations and/or settlements
|
•
|
pending labor disputes
|
•
|
debt service or liquidity problems
|
•
|
bankruptcy or insolvency problems
|
•
|
tender offers, stock repurchase plans, etc.
|
•
|
recapitalizations
|
•
|
civil injunctions;
|
•
|
disgorgement of profits;
|
•
|
punitive damages (i.e., fines for the person who committed the violation of up to three (3) times the profit gained or loss avoided, irrespective of whether the person actually benefited personally);
|
•
|
felony convictions which include possible jail sentences; and
|
•
|
fines and sanctions against the employer or other controlling person.
|
C.
|
INSIDER TRADING PROCEDURES
|
•
|
Is the information material? Is this information that an investor would consider important in making his or her investment decisions (e.g., whether the investor should buy, sell or hold a Security)? Is this information that would substantially affect the market price of the Securities if generally disclosed?
|
•
|
Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, Bloomberg or other publications of general circulation? Remember that information that has been communicated to a relatively large group of sophisticated investors does not by itself mean that the information is public (e.g., large group of potential bank debt investors during an invitation only meeting).
|
•
|
distribute materials containing MNPI only on a need-to-know” basis;
|
•
|
take care so that telephone conversations cannot be overheard when discussing matters involving MNPI (e.g., speaker telephones should generally be used in a way so that outsiders who might be in OFS Advisers’ offices are not inadvertently exposed to this information);
|
•
|
limit access to offices and conference rooms when these rooms contain MNPI; and
|
•
|
not leave materials containing MNPI displayed on the computer viewing screen when they leave their computers unattended.
|
•
|
The Supervised Person must obtain the prior written approval of a Compliance Officer before engaging a paid consultant if; (1) substantive information related to a Security or its issuer will be discussed as part of the engagement; and/or (2) the consultant is either employed with an issuer of Securities at the time of the engagement or was employed with such an issuer within six months of the engagement. The Compliance Department will maintain a log of all such engagements.
|
•
|
Prior to the commencement of a phone call or meeting with a paid consultant where (i) it is anticipated that substantive information related to a Security or its issuer will be discussed, and/or (ii) the consultant is either employed with an issuer of Securities at the time of the call or was employed with such an issuer within six months of the call, the Supervised Person must inform such consultant that:
|
(i)
|
the Firm may invest in the public and non-public Securities and private debt markets,
|
(ii)
|
the Firm does not wish to receive MNPI,
|
(iii)
|
the purpose of speaking with such consultant is to obtain his/her independent insight as it relates to a particular industry, sector or company, and
|
(iv)
|
such consultant should not share any MNPI or confidential information that he/she may have a duty to keep confidential or that he/she otherwise should not disclose.
|
•
|
The Supervised Person should also confirm with such consultant that he/she will not be violating any agreement, duty or obligation such consultant may have with any employer or other institution.
|
•
|
Supervised Persons must keep and maintain logs of all call or conversations with such consultants, which should include the date/time of the conversation, the name of the consultant and a summary of the information discussed on the call.
|
•
|
In the event that a Supervised Person learns or has reason to suspect that he or she has been provided with confidential or MNPI relating to a Security from a consultant, the Supervised Person must immediately contact a Compliance Officer prior to either communicating such
|
IV.
|
GIFTS, ENTERTAINMENT AND POLITICAL ACTIVITIES
|
A.
|
INTRODUCTION
|
B.
|
GIFTS AND ENTERTAINMENT POLICY
|
5.
|
Travel and Lodging
|
6.
|
Providing Meals, Gifts and Entertainment to Public Officials and Union Employees
|
7.
|
Receipt of Meals, Gifts or Entertainment by Traders from Brokers/Agent Bank Employees
|
C.
|
POLITICAL ACTIVITY POLICY
|
V.
|
OUTSIDE AFFILIATIONS POLICY
|
A.
|
OUTSIDE BUSINESS ACTIVITIES
|
B.
|
DIRECTOR AND OFFICER POSITIONS
|
C.
|
EMPLOYEE RELATIONSHIPS
|
(a)
|
Requirements for Interaction with Public Officials
|
(b)
|
Requirements for Interaction with Private Sector Counterparty Representatives
|
(c)
|
Requirements for Retention of Certain Third Parties
|
(d)
|
Pre-Approval Reporting, Due Diligence and Contractual Requirements
|
•
|
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;
|
•
|
charitable donations made on behalf of OFS Adviser at the request of a Private Sector Counterparty Representative;
|
•
|
charitable donations made in an individual capacity or on behalf of OFS Adviser at the request of or for the benefit of a Public Official; and
|
•
|
any political contributions.
|
•
|
Username: OFS Management
|
•
|
Password: OFS Management
|