|
|
|
|
Commission
File Number
|
|
Exact name of registrant as specified in its charter, address of principal executive
offices, telephone numbers and states or other jurisdictions of incorporation or organization
|
|
I.R.S. Employer
Identification Number
|
814-00832
|
|
New Mountain Finance Corporation
|
|
27-2978010
|
|
|
787 Seventh Avenue, 48
th
Floor
New York, New York 10019
Telephone: (212) 720-0300
State of Incorporation: Delaware
|
|
|
|
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Description
|
|
Shares as of May 4, 2016
|
Common stock, par value $0.01 per share
|
|
63,880,437
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
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||
|
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|
||
|
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|
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
|
|
||
Investments at fair value
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments (cost of $1,427,717 and $1,438,415, respectively)
|
$
|
1,352,403
|
|
|
$
|
1,377,515
|
|
Non-controlled/affiliated investments (cost of $91,282 and $89,047, respectively)
|
88,371
|
|
|
87,287
|
|
||
Controlled investments (cost of $42,082 and $41,254, respectively)
|
49,429
|
|
|
47,422
|
|
||
Total investments at fair value (cost of $1,561,081 and $1,568,716, respectively)
|
1,490,203
|
|
|
1,512,224
|
|
||
Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively)
|
29,674
|
|
|
29,704
|
|
||
Cash and cash equivalents
|
32,683
|
|
|
30,102
|
|
||
Interest and dividend receivable
|
16,034
|
|
|
13,832
|
|
||
Receivable from affiliates
|
707
|
|
|
360
|
|
||
Other assets
|
2,965
|
|
|
1,924
|
|
||
Total assets
|
$
|
1,572,266
|
|
|
$
|
1,588,146
|
|
Liabilities
|
|
|
|
|
|
||
Borrowings
|
|
|
|
||||
Holdings Credit Facility
|
$
|
397,513
|
|
|
$
|
419,313
|
|
SBA-guaranteed debentures
|
117,745
|
|
|
117,745
|
|
||
Convertible Notes
|
115,000
|
|
|
115,000
|
|
||
NMFC Credit Facility
|
96,500
|
|
|
90,000
|
|
||
Deferred financing costs (net of accumulated amortization of $9,596 and $8,822, respectively)
|
(13,264
|
)
|
|
(13,992
|
)
|
||
Net borrowings
|
713,494
|
|
|
728,066
|
|
||
Incentive fee payable
|
11,007
|
|
|
5,622
|
|
||
Management fee payable
|
10,983
|
|
|
5,466
|
|
||
Payable for unsettled securities purchased
|
7,549
|
|
|
5,441
|
|
||
Interest payable
|
2,946
|
|
|
2,343
|
|
||
Payable to affiliates
|
959
|
|
|
564
|
|
||
Deferred tax liability
|
952
|
|
|
1,676
|
|
||
Other liabilities
|
2,531
|
|
|
2,060
|
|
||
Total liabilities
|
750,421
|
|
|
751,238
|
|
||
Commitments and contingencies (See Note 9)
|
|
|
|
|
|
||
Net assets
|
|
|
|
|
|
||
Preferred stock, par value $0.01 per share, 2,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share, 100,000,000 shares authorized, 64,005,387 and 64,005,387 shares issued, respectively, and 63,880,437 and 64,005,387 shares outstanding, respectively
|
640
|
|
|
640
|
|
||
Paid in capital in excess of par
|
899,751
|
|
|
899,713
|
|
||
Treasury stock at cost, 124,950 and 0 shares held, respectively
|
(1,433
|
)
|
|
—
|
|
||
Accumulated undistributed net investment income
|
4,012
|
|
|
4,164
|
|
||
Accumulated undistributed net realized gains on investments
|
1,518
|
|
|
1,342
|
|
||
Net unrealized (depreciation) appreciation (net of provision for taxes of $952 and $1,676, respectively)
|
(82,643
|
)
|
|
(68,951
|
)
|
||
Total net assets
|
$
|
821,845
|
|
|
$
|
836,908
|
|
Total liabilities and net assets
|
$
|
1,572,266
|
|
|
$
|
1,588,146
|
|
Number of shares outstanding
|
63,880,437
|
|
|
64,005,387
|
|
||
Net asset value per share
|
$
|
12.87
|
|
|
$
|
13.08
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
Investment income
|
|
|
|
|
||||
From non-controlled/non-affiliated investments:
|
|
|
|
|
||||
Interest income
|
|
$
|
35,706
|
|
|
$
|
31,854
|
|
Dividend income
|
|
—
|
|
|
(99
|
)
|
||
Other income
|
|
1,222
|
|
|
1,557
|
|
||
From non-controlled/affiliated investments:
|
|
|
|
|
||||
Interest income
|
|
1,582
|
|
|
1,043
|
|
||
Dividend income
|
|
920
|
|
|
858
|
|
||
Other income
|
|
313
|
|
|
314
|
|
||
From controlled investments:
|
|
|
|
|
||||
Interest income
|
|
502
|
|
|
450
|
|
||
Dividend income
|
|
719
|
|
|
548
|
|
||
Other income
|
|
12
|
|
|
11
|
|
||
Total investment income
|
|
40,976
|
|
|
36,536
|
|
||
Expenses
|
|
|
|
|
||||
Incentive fee
|
|
5,385
|
|
|
4,878
|
|
||
Capital gains incentive fee
|
|
—
|
|
|
481
|
|
||
Total incentive fees
|
|
5,385
|
|
|
5,359
|
|
||
Management fee
|
|
6,836
|
|
|
6,468
|
|
||
Interest and other financing expenses
|
|
6,602
|
|
|
5,477
|
|
||
Professional fees
|
|
877
|
|
|
739
|
|
||
Administrative expenses
|
|
839
|
|
|
635
|
|
||
Other general and administrative expenses
|
|
432
|
|
|
429
|
|
||
Total expenses
|
|
20,971
|
|
|
19,107
|
|
||
Less: management fee waived (See Note 5)
|
|
(1,319
|
)
|
|
(1,382
|
)
|
||
Less: expenses waived and reimbursed (See Note 5)
|
|
(284
|
)
|
|
(400
|
)
|
||
Net expenses
|
|
19,368
|
|
|
17,325
|
|
||
Net investment income before income taxes
|
|
21,608
|
|
|
19,211
|
|
||
Income tax expense
|
|
41
|
|
|
149
|
|
||
Net investment income
|
|
21,567
|
|
|
19,062
|
|
||
Net realized gains (losses):
|
|
|
|
|
||||
Non-controlled/non-affiliated investments
|
|
176
|
|
|
(133
|
)
|
||
Net change in unrealized (depreciation) appreciation:
|
|
|
|
|
||||
Non-controlled/non-affiliated investments
|
|
(14,414
|
)
|
|
(1,462
|
)
|
||
Non-controlled/affiliated investments
|
|
(1,151
|
)
|
|
(872
|
)
|
||
Controlled investments
|
|
1,179
|
|
|
6,820
|
|
||
Securities purchased under collateralized agreements to resell
|
|
(30
|
)
|
|
—
|
|
||
Benefit (provision) for taxes
|
|
724
|
|
|
(501
|
)
|
||
Net realized and unrealized (losses) gains
|
|
(13,516
|
)
|
|
3,852
|
|
||
Net increase in net assets resulting from operations
|
|
$
|
8,051
|
|
|
$
|
22,914
|
|
Basic earnings per share
|
|
$
|
0.13
|
|
|
$
|
0.40
|
|
Weighted average shares of common stock outstanding - basic (See Note 11)
|
|
63,934,151
|
|
|
57,998,754
|
|
||
Diluted earnings per share
|
|
$
|
0.13
|
|
|
$
|
0.37
|
|
Weighted average shares of common stock outstanding - diluted (See Note 11)
|
|
71,211,282
|
|
|
65,217,837
|
|
||
Dividends declared and paid per share
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Increase (decrease) in net assets resulting from operations:
|
|
|
|
||||
Net investment income
|
$
|
21,567
|
|
|
$
|
19,062
|
|
Net realized gains (losses) on investments
|
176
|
|
|
(133
|
)
|
||
Net change in unrealized (depreciation) appreciation of investments
|
(14,386
|
)
|
|
4,486
|
|
||
Net change in unrealized (depreciation) appreciation of securities purchased under collateralized agreements to resell
|
(30
|
)
|
|
—
|
|
||
Benefit (provision) for taxes
|
724
|
|
|
(501
|
)
|
||
Net increase in net assets resulting from operations
|
8,051
|
|
|
22,914
|
|
||
Capital transactions
|
|
|
|
||||
Deferred offering costs
|
38
|
|
|
—
|
|
||
Dividends declared to stockholders from net investment income
|
(21,719
|
)
|
|
(19,719
|
)
|
||
Reinvestment of dividends
|
—
|
|
|
1,134
|
|
||
Repurchase of shares under repurchase program
|
(1,433
|
)
|
|
—
|
|
||
Total net decrease in net assets resulting from capital transactions
|
(23,114
|
)
|
|
(18,585
|
)
|
||
Net (decrease) increase in net assets
|
(15,063
|
)
|
|
4,329
|
|
||
Net assets at the beginning of the period
|
836,908
|
|
|
802,170
|
|
||
Net assets at the end of the period
|
$
|
821,845
|
|
|
$
|
806,499
|
|
|
|
|
|
||||
Capital share activity
|
|
|
|
||||
Shares issued from reinvestment of dividends
|
—
|
|
|
77,715
|
|
||
Shares repurchased under repurchase program
|
(124,950
|
)
|
|
—
|
|
||
Net (decrease) increase in shares outstanding
|
(124,950
|
)
|
|
77,715
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net increase in net assets resulting from operations
|
$
|
8,051
|
|
|
$
|
22,914
|
|
Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash (used in) provided by operating activities:
|
|
|
|
||||
Net realized (gains) losses on investments
|
(176
|
)
|
|
133
|
|
||
Net change in unrealized depreciation (appreciation) of investments
|
14,386
|
|
|
(4,486
|
)
|
||
Net change in unrealized depreciation (appreciation) of securities purchased under collateralized agreements to resell
|
30
|
|
|
—
|
|
||
Amortization of purchase discount
|
(769
|
)
|
|
(596
|
)
|
||
Amortization of deferred financing costs
|
774
|
|
|
672
|
|
||
Non-cash investment income
|
(1,664
|
)
|
|
(1,178
|
)
|
||
(Increase) decrease in operating assets:
|
|
|
|
||||
Purchase of investments and delayed draw facilities
|
(27,591
|
)
|
|
(67,236
|
)
|
||
Proceeds from sales and paydowns of investments
|
40,188
|
|
|
93,280
|
|
||
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities
|
10
|
|
|
—
|
|
||
Cash paid on drawn revolvers
|
(3,806
|
)
|
|
(190
|
)
|
||
Cash repayments on drawn revolvers
|
1,443
|
|
|
190
|
|
||
Interest and dividend receivable
|
(2,202
|
)
|
|
(2,745
|
)
|
||
Receivable from affiliates
|
(347
|
)
|
|
(141
|
)
|
||
Receivable from unsettled securities sold
|
—
|
|
|
8,912
|
|
||
Other assets
|
(770
|
)
|
|
(560
|
)
|
||
Increase (decrease) in operating liabilities:
|
|
|
|
||||
Incentive fee payable
|
5,385
|
|
|
75
|
|
||
Management fee payable
|
5,517
|
|
|
(58
|
)
|
||
Payable for unsettled securities purchased
|
2,108
|
|
|
(26,460
|
)
|
||
Interest payable
|
603
|
|
|
1,355
|
|
||
Payable to affiliates
|
395
|
|
|
(581
|
)
|
||
Deferred tax liability
|
(724
|
)
|
|
501
|
|
||
Capital gains incentive fee payable
|
—
|
|
|
481
|
|
||
Other liabilities
|
283
|
|
|
(11
|
)
|
||
Net cash flows provided by operating activities
|
41,124
|
|
|
24,271
|
|
||
Cash flows from financing activities
|
|
|
|
||||
Dividends paid
|
(21,719
|
)
|
|
(18,585
|
)
|
||
Offering costs paid
|
(53
|
)
|
|
(20
|
)
|
||
Proceeds from Holdings Credit Facility
|
17,500
|
|
|
49,100
|
|
||
Repayment of Holdings Credit Facility
|
(39,300
|
)
|
|
(74,600
|
)
|
||
Proceeds from NMFC Credit Facility
|
10,500
|
|
|
51,300
|
|
||
Repayment of NMFC Credit Facility
|
(4,000
|
)
|
|
(32,500
|
)
|
||
Deferred financing costs paid
|
(38
|
)
|
|
(259
|
)
|
||
Repurchase of shares under repurchase program
|
(1,433
|
)
|
|
—
|
|
||
Net cash flows used in financing activities
|
(38,543
|
)
|
|
(25,564
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
2,581
|
|
|
(1,293
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
30,102
|
|
|
23,445
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
32,683
|
|
|
$
|
22,152
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash interest paid
|
$
|
5,031
|
|
|
$
|
3,308
|
|
Income taxes paid
|
2
|
|
|
3
|
|
||
Non-cash operating activities:
|
|
|
|
||||
Non-cash activity on investments
|
$
|
—
|
|
|
$
|
41,275
|
|
Non-cash financing activities:
|
|
|
|
||||
Value of shares issued in connection with dividend reinvestment plan
|
$
|
—
|
|
|
$
|
1,134
|
|
Accrual for offering costs
|
817
|
|
|
496
|
|
||
Accrual for deferred financing costs
|
90
|
|
|
126
|
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - Australia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Project Sunshine IV Pty Ltd**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (2)
|
|
8.00% (L + 7.00%/M)
|
|
9/23/2019
|
|
$
|
8,944
|
|
|
$
|
8,907
|
|
|
$
|
8,475
|
|
|
1.03
|
%
|
Total Funded Debt Investments - Australia
|
|
|
|
|
|
|
|
$
|
8,944
|
|
|
$
|
8,907
|
|
|
$
|
8,475
|
|
|
1.03
|
%
|
Funded Debt Investments - Luxembourg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pinnacle Holdco S.à.r.l. / Pinnacle (US) Acquisition Co Limited**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.50% (L + 9.25%/Q)
|
|
7/30/2020
|
|
$
|
24,630
|
|
|
$
|
24,345
|
|
|
$
|
17,855
|
|
|
|
|
|
|
Second lien (3)
|
|
10.50% (L + 9.25%/Q)
|
|
7/30/2020
|
|
8,204
|
|
|
8,326
|
|
|
5,949
|
|
|
|
||||
|
|
|
|
|
|
|
|
32,834
|
|
|
32,671
|
|
|
23,804
|
|
|
2.90
|
%
|
|||
Total Funded Debt Investments - Luxembourg
|
|
|
|
|
|
|
|
$
|
32,834
|
|
|
$
|
32,671
|
|
|
$
|
23,804
|
|
|
2.90
|
%
|
Funded Debt Investments - Netherlands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eiger Acquisition B.V. (Eiger Co-Borrower, LLC)**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
10.13% (L + 9.13%/Q)
|
|
2/17/2023
|
|
$
|
10,000
|
|
|
$
|
9,318
|
|
|
$
|
9,050
|
|
|
1.10
|
%
|
Total Funded Debt Investments - Netherlands
|
|
|
|
|
|
|
|
$
|
10,000
|
|
|
$
|
9,318
|
|
|
$
|
9,050
|
|
|
1.10
|
%
|
Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Air Newco LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
10.50% (L + 9.50%/Q)
|
|
1/31/2023
|
|
$
|
32,500
|
|
|
$
|
31,755
|
|
|
$
|
30,063
|
|
|
3.66
|
%
|
Total Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
$
|
32,500
|
|
|
$
|
31,755
|
|
|
$
|
30,063
|
|
|
3.66
|
%
|
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TIBCO Software Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.50% (L + 5.50%/M)
|
|
12/4/2020
|
|
$
|
29,700
|
|
|
$
|
28,491
|
|
|
$
|
27,138
|
|
|
|
|
|
|
Subordinated (3)
|
|
11.38%/S
|
|
12/1/2021
|
|
15,000
|
|
|
14,623
|
|
|
13,200
|
|
|
|
||||
|
|
|
|
|
|
|
|
44,700
|
|
|
43,114
|
|
|
40,338
|
|
|
4.91
|
%
|
|||
Deltek, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
9.50% (L + 8.50%/Q)
|
|
6/26/2023
|
|
21,000
|
|
|
20,977
|
|
|
20,370
|
|
|
|
||||
|
|
Second lien (2)
|
|
9.50% (L + 8.50%/Q)
|
|
6/26/2023
|
|
20,000
|
|
|
19,624
|
|
|
19,400
|
|
|
|
||||
|
|
|
|
|
|
|
|
41,000
|
|
|
40,601
|
|
|
39,770
|
|
|
4.84
|
%
|
|||
AssuredPartners, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.00% (L + 9.00%/M)
|
|
10/20/2023
|
|
20,000
|
|
|
19,229
|
|
|
19,200
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.00% (L + 9.00%/M)
|
|
10/20/2023
|
|
20,000
|
|
|
19,229
|
|
|
19,200
|
|
|
|
||||
|
|
|
|
|
|
|
|
40,000
|
|
|
38,458
|
|
|
38,400
|
|
|
4.67
|
%
|
|||
Kronos Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.75% (L + 8.50%/Q)
|
|
4/30/2020
|
|
32,632
|
|
|
32,444
|
|
|
32,560
|
|
|
|
||||
|
|
Second lien (3)
|
|
9.75% (L + 8.50%/Q)
|
|
4/30/2020
|
|
4,998
|
|
|
4,961
|
|
|
4,988
|
|
|
|
||||
|
|
|
|
|
|
|
|
37,630
|
|
|
37,405
|
|
|
37,548
|
|
|
4.57
|
%
|
|||
Hill International, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.75% (L + 6.75%/Q)
|
|
9/28/2020
|
|
36,962
|
|
|
36,673
|
|
|
36,685
|
|
|
4.46
|
%
|
|||
Engility Corporation (fka TASC, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.00% (L + 6.00%/Q)
|
|
5/22/2020
|
|
28,236
|
|
|
27,940
|
|
|
28,118
|
|
|
|
||||
|
|
Second lien (3)
|
|
12.00%/Q
|
|
5/21/2021
|
|
5,000
|
|
|
4,775
|
|
|
4,775
|
|
|
|
||||
|
|
Second lien (3)
|
|
12.00%/Q
|
|
5/21/2021
|
|
2,000
|
|
|
1,965
|
|
|
1,910
|
|
|
|
||||
|
|
|
|
|
|
|
|
35,236
|
|
|
34,680
|
|
|
34,803
|
|
|
4.24
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Physio-Control International, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
Second lien (2)
|
|
10.00% (L + 9.00%/Q)
|
|
6/5/2023
|
|
$
|
30,000
|
|
|
$
|
29,444
|
|
|
$
|
30,000
|
|
|
|
|
|
|
Second lien (3)
|
|
10.00% (L + 9.00%/Q)
|
|
6/5/2023
|
|
4,000
|
|
|
3,706
|
|
|
4,000
|
|
|
|
||||
|
|
|
|
|
|
|
|
34,000
|
|
|
33,150
|
|
|
34,000
|
|
|
4.14
|
%
|
|||
ProQuest LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.00% (L + 9.00%/M)
|
|
12/15/2022
|
|
35,000
|
|
|
34,320
|
|
|
33,950
|
|
|
4.13
|
%
|
|||
Ascend Learning, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)
|
|
9.50% (L + 8.50%/Q)
|
|
11/30/2020
|
|
34,727
|
|
|
34,362
|
|
|
32,644
|
|
|
3.97
|
%
|
|||
Navex Global, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)
|
|
5.75% (L + 4.75%/Q)
|
|
11/19/2021
|
|
4,598
|
|
|
4,559
|
|
|
4,460
|
|
|
|
||||
|
|
First lien (2)
|
|
5.75% (L + 4.75%/Q)
|
|
11/19/2021
|
|
2,603
|
|
|
2,582
|
|
|
2,525
|
|
|
|
||||
|
|
Second lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
11/18/2022
|
|
17,879
|
|
|
17,688
|
|
|
16,359
|
|
|
|
||||
|
|
Second lien (3)
|
|
9.75% (L + 8.75%/Q)
|
|
11/18/2022
|
|
10,121
|
|
|
10,004
|
|
|
9,261
|
|
|
|
||||
|
|
|
|
|
|
|
|
35,201
|
|
|
34,833
|
|
|
32,605
|
|
|
3.97
|
%
|
|||
CRGT Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.50% (L + 6.50%/Q)
|
|
12/19/2020
|
|
32,835
|
|
|
32,616
|
|
|
32,547
|
|
|
3.96
|
%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.00% (L + 7.00%/Q)
|
|
9/24/2021
|
|
29,850
|
|
|
29,503
|
|
|
29,477
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
8.00% (L + 7.00%/Q)
|
|
9/24/2021
|
|
1,500
|
|
|
1,481
|
|
|
1,481
|
|
|
|
||||
|
|
|
|
|
|
|
|
31,350
|
|
|
30,984
|
|
|
30,958
|
|
|
3.77
|
%
|
|||
Rocket Software, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.25% (L + 8.75%/Q)
|
|
2/8/2019
|
|
30,875
|
|
|
30,787
|
|
|
30,746
|
|
|
3.74
|
%
|
|||
PetVet Care Centers LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (3)
|
|
10.25% (L + 9.25%/Q)
|
|
6/17/2021
|
|
24,000
|
|
|
23,797
|
|
|
23,679
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.50% (L + 9.50%/Q)
|
|
6/17/2021
|
|
6,500
|
|
|
6,436
|
|
|
6,477
|
|
|
|
||||
|
|
|
|
|
|
|
|
30,500
|
|
|
30,233
|
|
|
30,156
|
|
|
3.67
|
%
|
|||
Pittsburgh Glass Works, LLC (24)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Manufacturing
|
|
First lien (2)
|
|
10.11% (L + 9.11%/M)
|
|
11/25/2021
|
|
30,000
|
|
|
29,857
|
|
|
30,000
|
|
|
3.65
|
%
|
|||
Integro Parent Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
6.75% (L + 5.75%/Q)
|
|
10/31/2022
|
|
18,694
|
|
|
18,337
|
|
|
18,040
|
|
|
|
||||
|
|
First lien (2)
|
|
6.75% (L + 5.75%/Q)
|
|
10/31/2022
|
|
1,259
|
|
|
1,235
|
|
|
1,215
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.25% (L + 9.25%/Q)
|
|
10/30/2023
|
|
10,000
|
|
|
9,903
|
|
|
9,550
|
|
|
|
||||
|
|
|
|
|
|
|
|
29,953
|
|
|
29,475
|
|
|
28,805
|
|
|
3.50
|
%
|
|||
CompassLearning, Inc. (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
8.00% (L + 6.75%/Q)
|
|
11/26/2018
|
|
30,000
|
|
|
29,567
|
|
|
27,721
|
|
|
3.37
|
%
|
|||
McGraw-Hill Global Education Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(9)
|
|
9.75%/S
|
|
4/1/2021
|
|
24,500
|
|
|
24,382
|
|
|
26,705
|
|
|
3.25
|
%
|
|||
Ryan, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
6.75% (L + 5.75%/M)
|
|
8/7/2020
|
|
26,950
|
|
|
26,590
|
|
|
26,243
|
|
|
3.19
|
%
|
|||
KeyPoint Government Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.75% (L + 6.50%/Q)
|
|
11/13/2017
|
|
25,010
|
|
|
24,807
|
|
|
24,885
|
|
|
3.03
|
%
|
|||
AAC Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
8.25% (L + 7.25%/M)
|
|
9/30/2020
|
|
24,811
|
|
|
24,470
|
|
|
24,438
|
|
|
2.97
|
%
|
|||
DigiCert Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.00% (L + 5.00%/Q)
|
|
10/21/2021
|
|
24,937
|
|
|
24,234
|
|
|
24,314
|
|
|
2.96
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Confie Seguros Holding II Co.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (2)
|
|
10.25% (L + 9.00%/M)
|
|
5/8/2019
|
|
$
|
18,886
|
|
|
$
|
18,790
|
|
|
$
|
17,328
|
|
|
|
|
|
|
Second lien (3)
|
|
10.25% (L + 9.00%/M)
|
|
5/8/2019
|
|
5,571
|
|
|
5,648
|
|
|
5,111
|
|
|
|
||||
|
|
|
|
|
|
|
|
24,457
|
|
|
24,438
|
|
|
22,439
|
|
|
2.73
|
%
|
|||
Severin Acquisition, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
7/29/2022
|
|
15,000
|
|
|
14,861
|
|
|
14,850
|
|
|
|
||||
|
|
Second lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
7/29/2022
|
|
4,154
|
|
|
4,114
|
|
|
4,112
|
|
|
|
||||
|
|
Second lien (4)
|
|
10.25% (L + 9.25%/Q)
|
|
7/29/2022
|
|
3,273
|
|
|
3,241
|
|
|
3,313
|
|
|
|
||||
|
|
|
|
|
|
|
|
22,427
|
|
|
22,216
|
|
|
22,275
|
|
|
2.71
|
%
|
|||
EN Engineering, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.00% (L + 6.00%/Q)
|
|
6/30/2021
|
|
21,268
|
|
|
21,075
|
|
|
21,055
|
|
|
|
||||
|
|
First lien (2)(11) - Drawn
|
|
8.50% (P + 5.00%/Q)
|
|
6/30/2021
|
|
1,220
|
|
|
1,208
|
|
|
1,208
|
|
|
|
||||
|
|
|
|
|
|
|
|
22,488
|
|
|
22,283
|
|
|
22,263
|
|
|
2.71
|
%
|
|||
Pelican Products, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
Second lien (3)
|
|
9.25% (L + 8.25%/Q)
|
|
4/9/2021
|
|
15,500
|
|
|
15,516
|
|
|
13,098
|
|
|
|
||||
|
|
Second lien (2)
|
|
9.25% (L + 8.25%/Q)
|
|
4/9/2021
|
|
10,000
|
|
|
10,113
|
|
|
8,450
|
|
|
|
||||
|
|
|
|
|
|
|
|
25,500
|
|
|
25,629
|
|
|
21,548
|
|
|
2.62
|
%
|
|||
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (4)
|
|
7.00% (L + 6.00%/Q)
|
|
4/20/2021
|
|
19,453
|
|
|
19,282
|
|
|
19,259
|
|
|
|
||||
|
|
First lien (4)(11) - Drawn
|
|
7.00% (L + 6.00%/Q)
|
|
4/20/2021
|
|
2,271
|
|
|
2,249
|
|
|
2,248
|
|
|
|
||||
|
|
|
|
|
|
|
|
21,724
|
|
|
21,531
|
|
|
21,507
|
|
|
2.62
|
%
|
|||
McGraw-Hill School Education Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
6.25% (L + 5.00%/M)
|
|
12/18/2019
|
|
21,505
|
|
|
21,362
|
|
|
21,452
|
|
|
2.61
|
%
|
|||
IT'SUGAR LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
First lien (4)
|
|
10.50% (L + 9.50%/Q)
|
|
10/23/2019
|
|
20,947
|
|
|
20,207
|
|
|
20,133
|
|
|
2.45
|
%
|
|||
Weston Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (4)
|
|
16.00%/Q
|
|
7/3/2019
|
|
20,000
|
|
|
20,000
|
|
|
20,111
|
|
|
2.45
|
%
|
|||
TWDiamondback Holdings Corp. (18):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diamondback Drugs of Delaware, L.L.C. (TWDiamondback II Holdings LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
11/19/2019
|
|
19,895
|
|
|
19,895
|
|
|
19,729
|
|
|
2.40
|
%
|
|||
Aricent Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
9.50% (L + 8.50%/Q)
|
|
4/14/2022
|
|
20,000
|
|
|
19,884
|
|
|
17,350
|
|
|
|
||||
|
|
Second lien (3)
|
|
9.50% (L + 8.50%/Q)
|
|
4/14/2022
|
|
2,550
|
|
|
2,558
|
|
|
2,212
|
|
|
|
||||
|
|
|
|
|
|
|
|
22,550
|
|
|
22,442
|
|
|
19,562
|
|
|
2.38
|
%
|
|||
TW-NHME Holdings Corp. (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
National HME, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (4)
|
|
10.25% (L + 9.25%/Q)
|
|
7/14/2022
|
|
19,000
|
|
|
18,777
|
|
|
18,762
|
|
|
2.28
|
%
|
|||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
6.25% (L + 5.25%/Q)
|
|
7/2/2021
|
|
17,766
|
|
|
17,607
|
|
|
17,588
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
7.75% (P + 4.25%/Q)
|
|
7/2/2021
|
|
581
|
|
|
575
|
|
|
575
|
|
|
|
||||
|
|
|
|
|
|
|
|
18,347
|
|
|
18,182
|
|
|
18,163
|
|
|
2.21
|
%
|
|||
First American Payment Systems, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.75% (L + 9.50%/M)
|
|
4/12/2019
|
|
18,643
|
|
|
18,438
|
|
|
17,990
|
|
|
2.19
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)
|
|
8.25% (L + 7.25%/Q)
|
|
8/4/2022
|
|
$
|
17,910
|
|
|
$
|
17,744
|
|
|
$
|
17,731
|
|
|
2.16
|
%
|
YP Holdings LLC / Print Media Holdings LLC (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
YP LLC / Print Media LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (2)
|
|
8.00% (L + 6.75%/M)
|
|
6/4/2018
|
|
18,320
|
|
|
18,195
|
|
|
17,129
|
|
|
2.08
|
%
|
|||
AgKnowledge Holdings Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
9.25% (L + 8.25%/M)
|
|
7/23/2020
|
|
18,500
|
|
|
18,358
|
|
|
17,112
|
|
|
2.08
|
%
|
|||
Sierra Hamilton LLC / Sierra Hamilton Finance, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (2)
|
|
12.25%/S
|
|
12/15/2018
|
|
25,000
|
|
|
25,000
|
|
|
15,000
|
|
|
|
||||
|
|
First lien (3)
|
|
12.25%/S
|
|
12/15/2018
|
|
2,660
|
|
|
2,103
|
|
|
1,596
|
|
|
|
||||
|
|
|
|
|
|
|
|
27,660
|
|
|
27,103
|
|
|
16,596
|
|
|
2.02
|
%
|
|||
Transtar Holding Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (2)
|
|
10.00% (L + 8.75%/Q)
|
|
10/9/2019
|
|
28,300
|
|
|
27,992
|
|
|
11,745
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.00% (L + 8.75%/Q)
|
|
10/9/2019
|
|
9,564
|
|
|
2,774
|
|
|
3,969
|
|
|
|
||||
|
|
|
|
|
|
|
|
37,864
|
|
|
30,766
|
|
|
15,714
|
|
|
1.91
|
%
|
|||
MailSouth, Inc. (d/b/a Mspark)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (2)
|
|
6.75% (L + 5.00%/Q)
|
|
12/14/2016
|
|
14,998
|
|
|
14,803
|
|
|
14,998
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
7.25% (P + 3.75%/M)
|
|
12/14/2016
|
|
127
|
|
|
115
|
|
|
127
|
|
|
|
||||
|
|
|
|
|
|
|
|
15,125
|
|
|
14,918
|
|
|
15,125
|
|
|
1.84
|
%
|
|||
SW Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
12/30/2021
|
|
13,500
|
|
|
13,377
|
|
|
13,365
|
|
|
1.63
|
%
|
|||
Vision Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.50% (L + 8.00%/M)
|
|
7/23/2017
|
|
14,000
|
|
|
13,981
|
|
|
12,950
|
|
|
1.58
|
%
|
|||
Poseidon Intermediate, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.50% (L + 8.50%/Q)
|
|
8/15/2023
|
|
13,000
|
|
|
12,815
|
|
|
12,805
|
|
|
1.56
|
%
|
|||
American Tire Distributors, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Subordinated (3)
|
|
10.25%/S
|
|
3/1/2022
|
|
13,000
|
|
|
12,804
|
|
|
11,765
|
|
|
1.43
|
%
|
|||
Smile Brands Group Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
9.00% (L + 6.25% + 1.50% PIK/Q)*
|
|
8/16/2019
|
|
12,224
|
|
|
12,117
|
|
|
10,146
|
|
|
1.23
|
%
|
|||
PowerPlan Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.75% (L + 9.75%/M)
|
|
2/23/2023
|
|
10,000
|
|
|
9,909
|
|
|
9,900
|
|
|
1.20
|
%
|
|||
QC McKissock Investment, LLC (17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
McKissock, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
7.50% (L + 6.50%/Q)
|
|
8/5/2019
|
|
4,863
|
|
|
4,829
|
|
|
4,812
|
|
|
|
||||
|
|
First lien (2)
|
|
7.50% (L + 6.50%/Q)
|
|
8/5/2019
|
|
3,140
|
|
|
3,118
|
|
|
3,107
|
|
|
|
||||
|
|
First lien (2)
|
|
8.15% (Base + 6.07%/Q)
|
|
8/5/2019
|
|
1,013
|
|
|
1,005
|
|
|
1,003
|
|
|
|
||||
|
|
|
|
|
|
|
|
9,016
|
|
|
8,952
|
|
|
8,922
|
|
|
1.09
|
%
|
|||
Harley Marine Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (2)
|
|
10.50% (L + 9.25%/Q)
|
|
12/20/2019
|
|
9,000
|
|
|
8,876
|
|
|
8,865
|
|
|
1.08
|
%
|
|||
TTM Technologies, Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
First lien (2)
|
|
6.00% (L + 5.00%/Q)
|
|
5/31/2021
|
|
9,175
|
|
|
8,798
|
|
|
8,738
|
|
|
1.06
|
%
|
|||
Permian Tank & Manufacturing, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (2)
|
|
10.50%/S
|
|
1/15/2018
|
|
24,357
|
|
|
24,478
|
|
|
8,647
|
|
|
1.05
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Greenway Health, LLC (fka Vitera Healthcare Solutions, LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.00% (L + 5.00%/Q)
|
|
11/4/2020
|
|
$
|
1,955
|
|
|
$
|
1,941
|
|
|
$
|
1,789
|
|
|
|
|
|
|
Second lien (2)
|
|
9.25% (L + 8.25%/Q)
|
|
11/4/2021
|
|
7,000
|
|
|
6,919
|
|
|
5,775
|
|
|
|
||||
|
|
|
|
|
|
|
|
8,955
|
|
|
8,860
|
|
|
7,564
|
|
|
0.92
|
%
|
|||
Novitex Acquisition, LLC (fka ARSloane Acquisition, LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.50% (L + 6.25%/Q)
|
|
7/7/2020
|
|
7,196
|
|
|
7,022
|
|
|
6,548
|
|
|
0.80
|
%
|
|||
Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
9.00% (L + 7.50%/M)
|
|
4/21/2017
|
|
6,833
|
|
|
6,808
|
|
|
6,321
|
|
|
0.77
|
%
|
|||
Brock Holdings III, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Industrial Services
|
|
Second lien (2)
|
|
10.00% (L + 8.25%/Q)
|
|
3/16/2018
|
|
7,000
|
|
|
6,958
|
|
|
5,058
|
|
|
0.62
|
%
|
|||
Solera LLC / Solera Finance, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
10.50%/S
|
|
3/1/2024
|
|
5,000
|
|
|
4,753
|
|
|
5,038
|
|
|
0.61
|
%
|
|||
Packaging Coordinators, Inc. (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
Second lien (3)
|
|
9.00% (L + 8.00%/Q)
|
|
8/1/2022
|
|
5,000
|
|
|
4,957
|
|
|
5,000
|
|
|
0.61
|
%
|
|||
Immucor, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Subordinated (2)(9)
|
|
11.13%/S
|
|
8/15/2019
|
|
5,000
|
|
|
4,965
|
|
|
4,625
|
|
|
0.56
|
%
|
|||
Synarc-Biocore Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)
|
|
9.25% (L + 8.25%/Q)
|
|
3/10/2022
|
|
2,500
|
|
|
2,480
|
|
|
2,212
|
|
|
0.27
|
%
|
|||
Ensemble S Merger Sub, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
9.00%/S
|
|
9/30/2023
|
|
2,000
|
|
|
1,934
|
|
|
1,967
|
|
|
0.24
|
%
|
|||
York Risk Services Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (3)
|
|
8.50%/S
|
|
10/1/2022
|
|
3,000
|
|
|
3,000
|
|
|
1,931
|
|
|
0.23
|
%
|
|||
Education Management Corporation (22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education Management II LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
5.50% (L + 4.50%/Q)
|
|
7/2/2020
|
|
250
|
|
|
239
|
|
|
74
|
|
|
|
||||
|
|
First lien (3)
|
|
5.50% (L + 4.50%/Q)
|
|
7/2/2020
|
|
141
|
|
|
135
|
|
|
42
|
|
|
|
||||
|
|
First lien (2)
|
|
8.50% (L + 1.00% + 6.50% PIK/Q)*
|
|
7/2/2020
|
|
444
|
|
|
385
|
|
|
37
|
|
|
|
||||
|
|
First lien (3)
|
|
8.50% (L + 1.00% + 6.50% PIK/Q)*
|
|
7/2/2020
|
|
251
|
|
|
217
|
|
|
21
|
|
|
|
||||
|
|
|
|
|
|
|
|
1,086
|
|
|
976
|
|
|
174
|
|
|
0.02
|
%
|
|||
ATI Acquisition Company (fka Ability Acquisition, Inc.) (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
17.25% (P + 10.00% + 4.00% PIK/Q) (8)*
|
|
6/30/2012 - Past Due
|
|
1,665
|
|
|
1,434
|
|
|
—
|
|
|
|
||||
|
|
First lien (2)
|
|
17.25% (P + 10.00% + 4.00% PIK/Q) (8)*
|
|
6/30/2012 - Past Due
|
|
103
|
|
|
94
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
1,768
|
|
|
1,528
|
|
|
—
|
|
|
—
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
$
|
1,311,649
|
|
|
$
|
1,288,430
|
|
|
$
|
1,216,143
|
|
|
147.97
|
%
|
Total Funded Debt Investments
|
|
|
|
|
|
|
|
$
|
1,395,927
|
|
|
$
|
1,371,081
|
|
|
$
|
1,287,535
|
|
|
156.66
|
%
|
Equity - United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Packaging Coordinators, Inc. (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
PCI Pharma Holdings UK Limited**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
19,427
|
|
|
$
|
578
|
|
|
$
|
2,052
|
|
|
0.25
|
%
|
|
Total Shares - United Kingdom
|
|
|
|
|
|
|
|
|
|
$
|
578
|
|
|
$
|
2,052
|
|
|
0.25
|
%
|
||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Crowley Holdings Preferred, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Preferred shares (3)(20)
|
|
12.00% (10.00% + 2.00% PIK/Q)*
|
|
—
|
|
52,318
|
|
|
$
|
51,778
|
|
|
$
|
52,998
|
|
|
6.45
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
TWDiamondback Holdings Corp. (18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Preferred shares (4)
|
|
—
|
|
—
|
|
200
|
|
|
$
|
2,000
|
|
|
$
|
2,595
|
|
|
0.31
|
%
|
|
TW-NHME Holdings Corp. (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Preferred shares (4)
|
|
—
|
|
—
|
|
100
|
|
|
1,000
|
|
|
1,000
|
|
|
|
||||
|
|
Preferred shares (4)
|
|
—
|
|
—
|
|
16
|
|
|
158
|
|
|
158
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
1,158
|
|
|
1,158
|
|
|
0.14
|
%
|
||||
Education Management Corporation (22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (2)
|
|
—
|
|
—
|
|
3,331
|
|
|
200
|
|
|
12
|
|
|
|
||||
|
|
Preferred shares (3)
|
|
—
|
|
—
|
|
1,879
|
|
|
113
|
|
|
6
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
2,994,065
|
|
|
100
|
|
|
240
|
|
|
|
||||
|
|
Ordinary shares (3)
|
|
—
|
|
—
|
|
1,688,976
|
|
|
56
|
|
|
135
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
469
|
|
|
393
|
|
|
0.05
|
%
|
||||
Ancora Acquisition LLC (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (6)
|
|
—
|
|
—
|
|
372
|
|
|
83
|
|
|
393
|
|
|
0.05
|
%
|
|||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
$
|
55,488
|
|
|
$
|
57,537
|
|
|
7.00
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
$
|
56,066
|
|
|
$
|
59,589
|
|
|
7.25
|
%
|
||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
YP Holdings LLC / Print Media Holdings LLC (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
YP Equity Investors, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
Warrants (5)
|
|
—
|
|
5/8/2022
|
|
5
|
|
|
$
|
—
|
|
|
$
|
3,998
|
|
|
0.49
|
%
|
|
IT'SUGAR LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
Warrants (3)
|
|
—
|
|
10/23/2025
|
|
94,672
|
|
|
817
|
|
|
817
|
|
|
0.10
|
%
|
|||
ASP LCG Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (3)
|
|
—
|
|
5/5/2026
|
|
622
|
|
|
37
|
|
|
609
|
|
|
0.08
|
%
|
|||
Ancora Acquisition LLC (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (6)
|
|
—
|
|
8/12/2020
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
$
|
854
|
|
|
$
|
5,424
|
|
|
0.67
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,428,001
|
|
|
$
|
1,352,548
|
|
|
164.58
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
MailSouth, Inc. (d/b/a Mspark)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
12/14/2016
|
|
$
|
1,773
|
|
|
$
|
(168
|
)
|
|
$
|
—
|
|
|
—
|
%
|
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
8/4/2021
|
|
1,000
|
|
|
(10
|
)
|
|
(10
|
)
|
|
—
|
%
|
|||
DCA Investment Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
7/2/2021
|
|
1,519
|
|
|
(15
|
)
|
|
(15
|
)
|
|
—
|
%
|
|||
TWDiamondback Holdings Corp. (18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diamondback Drugs of Delaware, L.L.C. (TWDiamondback II Holdings LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
5/15/2016
|
|
2,158
|
|
|
—
|
|
|
(18
|
)
|
|
|
||||
|
|
First lien (4)(11) - Undrawn
|
|
—
|
|
5/15/2016
|
|
605
|
|
|
—
|
|
|
(5
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
2,763
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
%
|
|||
EN Engineering, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(11) - Undrawn
|
|
—
|
|
12/30/2016
|
|
2,349
|
|
|
(12
|
)
|
|
(23
|
)
|
|
—
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
4/20/2021
|
|
$
|
2,700
|
|
|
$
|
(27
|
)
|
|
$
|
(27
|
)
|
|
|
|
|
|
First lien (4)(11) - Undrawn
|
|
—
|
|
5/12/2017
|
|
425
|
|
|
(4
|
)
|
|
(4
|
)
|
|
|
||||
|
|
First lien (4)(11) - Undrawn
|
|
—
|
|
3/30/2018
|
|
500
|
|
|
(10
|
)
|
|
(5
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
3,625
|
|
|
(41
|
)
|
|
(36
|
)
|
|
(0.01
|
)%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
9/24/2021
|
|
3,000
|
|
|
(38
|
)
|
|
(38
|
)
|
|
(0.01
|
)%
|
|||
Total Unfunded Debt Investments
|
|
|
|
|
|
|
|
$
|
16,029
|
|
|
$
|
(284
|
)
|
|
$
|
(145
|
)
|
|
(0.02
|
)%
|
Total Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,427,717
|
|
|
$
|
1,352,403
|
|
|
164.56
|
%
|
||
Non-Controlled/Affiliated Investments(25)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tenawa Resource Holdings LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tenawa Resource Management LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (3)
|
|
10.50% (Base + 8.00%/Q)
|
|
5/12/2019
|
|
$
|
40,000
|
|
|
$
|
39,877
|
|
|
$
|
38,087
|
|
|
4.63
|
%
|
Edmentum Ultimate Holdings, LLC (19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(11) - Drawn
|
|
5.00%/M
|
|
6/9/2020
|
|
1,708
|
|
|
1,708
|
|
|
1,684
|
|
|
|
||||
|
|
Subordinated (3)
|
|
8.50% PIK/Q*
|
|
6/9/2020
|
|
3,868
|
|
|
3,861
|
|
|
3,813
|
|
|
|
||||
|
|
Subordinated (2)
|
|
10.00% PIK/Q*
|
|
6/9/2020
|
|
14,065
|
|
|
14,065
|
|
|
11,569
|
|
|
|
||||
|
|
Subordinated (3)
|
|
10.00% PIK/Q*
|
|
6/9/2020
|
|
3,460
|
|
|
3,460
|
|
|
2,846
|
|
|
|
||||
|
|
|
|
|
|
|
|
23,101
|
|
|
23,094
|
|
|
19,912
|
|
|
2.42
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
$
|
63,101
|
|
|
$
|
62,971
|
|
|
$
|
57,999
|
|
|
7.05
|
%
|
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NMFC Senior Loan Program I LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)
|
|
—
|
|
—
|
|
—
|
|
|
$
|
23,000
|
|
|
$
|
21,574
|
|
|
2.62
|
%
|
|
Edmentum Ultimate Holdings, LLC (19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Ordinary shares (3)
|
|
—
|
|
—
|
|
123,968
|
|
|
11
|
|
|
2,996
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
107,143
|
|
|
9
|
|
|
2,589
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
20
|
|
|
5,585
|
|
|
0.68
|
%
|
||||
Tenawa Resource Holdings LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
QID NGL LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Ordinary shares (7)
|
|
—
|
|
—
|
|
5,290,997
|
|
|
5,291
|
|
|
3,258
|
|
|
0.40
|
%
|
|||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
$
|
28,311
|
|
|
$
|
30,417
|
|
|
3.70
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(11) - Undrawn
|
|
—
|
|
6/9/2020
|
|
$
|
3,172
|
|
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
—
|
%
|
Total Unfunded Debt Investments
|
|
|
|
|
|
|
|
$
|
3,172
|
|
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
—
|
%
|
Total Non-Controlled/Affiliated Investments
|
|
|
|
|
|
|
|
|
|
$
|
91,282
|
|
|
$
|
88,371
|
|
|
10.75
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Controlled Investments(26)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.50% (L + 7.50%/Q)
|
|
1/13/2019
|
|
$
|
6,786
|
|
|
$
|
6,786
|
|
|
$
|
6,786
|
|
|
|
|
|
|
First lien (3)
|
|
8.50% (L + 7.50%/Q)
|
|
1/13/2019
|
|
4,060
|
|
|
4,060
|
|
|
4,060
|
|
|
|
||||
|
|
First lien (3)
|
|
9.88% (Base + 7.25% + 1.00% PIK/Q)*
|
|
1/13/2019
|
|
7,342
|
|
|
7,342
|
|
|
7,342
|
|
|
|
||||
|
|
Subordinated (2)
|
|
15.00% PIK/Q*
|
|
7/13/2019
|
|
1,543
|
|
|
1,543
|
|
|
1,505
|
|
|
|
||||
|
|
Subordinated (3)
|
|
15.00% PIK/Q*
|
|
7/13/2019
|
|
924
|
|
|
924
|
|
|
900
|
|
|
|
||||
|
|
|
|
|
|
|
|
20,655
|
|
|
20,655
|
|
|
20,593
|
|
|
2.50
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
$
|
20,655
|
|
|
$
|
20,655
|
|
|
$
|
20,593
|
|
|
2.50
|
%
|
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Preferred shares (2)(21)
|
|
—
|
|
—
|
|
17,242,988
|
|
|
$
|
14,863
|
|
|
$
|
14,682
|
|
|
|
||
|
|
Preferred shares (3)(21)
|
|
—
|
|
—
|
|
4,765,142
|
|
|
4,107
|
|
|
4,057
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
2,096,477
|
|
|
1,925
|
|
|
7,911
|
|
|
|
||||
|
|
Ordinary shares (3)
|
|
—
|
|
—
|
|
579,366
|
|
|
532
|
|
|
2,186
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
21,427
|
|
|
28,836
|
|
|
3.51
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
$
|
21,427
|
|
|
$
|
28,836
|
|
|
3.51
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
$
|
42,082
|
|
|
$
|
49,429
|
|
|
6.01
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
1/13/2019
|
|
$
|
2,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
1/13/2019
|
|
758
|
|
|
—
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
2,806
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Unfunded Debt Investments
|
|
|
|
|
|
|
|
$
|
2,806
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Controlled Investments
|
|
|
|
|
|
|
|
|
|
$
|
42,082
|
|
|
$
|
49,429
|
|
|
6.01
|
%
|
||
Total Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,561,081
|
|
|
$
|
1,490,203
|
|
|
181.32
|
%
|
|
(1)
|
New Mountain Finance Corporation (the “Company”) generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.
|
(2)
|
Investment is pledged as collateral for the Holdings Credit Facility, a revolving credit facility among the Company as Collateral Manager, New Mountain Finance Holdings, L.L.C. (“NMF Holdings”) as the Borrower, Wells Fargo Securities, LLC as the Administrative Agent, and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian. See Note 7,
Borrowings
, for details.
|
(3)
|
Investment is pledged as collateral for the NMFC Credit Facility, a revolving credit facility among the Company as the Borrower and Goldman Sachs Bank USA as the Administrative Agent and the Collateral Agent and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A. and Stifel Bank & Trust as Lenders. See Note 7,
Borrowings
, for details.
|
(4)
|
Investment is held in New Mountain Finance SBIC, L.P.
|
(5)
|
Investment is held in NMF YP Holdings, Inc.
|
(6)
|
Investment is held in NMF Ancora Holdings, Inc.
|
(7)
|
Investment is held in NMF QID NGL Holdings, Inc.
|
(8)
|
Investment or a portion of the investment is on non-accrual status. See Note 3,
Investments
, for details.
|
(9)
|
Securities are registered under the Securities Act.
|
(10)
|
All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of
March 31, 2016
.
|
(11)
|
Par Value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net of the impact of paydowns and cash paid for drawn revolvers or delayed draws.
|
(12)
|
The Company holds investments in three related entities of YP Holdings LLC/Print Media Holdings LLC. The Company directly holds warrants to purchase a 4.96% membership interest of YP Equity Investors, LLC (which at closing represented an indirect 1.0% equity interest in YP Holdings LLC) and holds an investment in the Term Loan B loans issued by YP LLC and Print Media LLC, wholly-owned subsidiaries of YP Holdings LLC and Print Media Holdings LLC, respectively.
|
(13)
|
The Company holds investments in Packaging Coordinators, Inc. and one related entity of Packaging Coordinators, Inc. The Company has a debt investment in Packaging Coordinators, Inc. and holds ordinary equity in PCI Pharma Holdings UK Limited, a wholly-owned subsidiary of Packaging Coordinators, Inc.
|
(14)
|
The Company holds investments in ATI Acquisition Company and Ancora Acquisition LLC. The Company has debt investments in ATI Acquisition Company and preferred equity and warrants to purchase units of common membership interests of Ancora Acquisition LLC. The Company received its investments in Ancora Acquisition LLC as a result of its investments in ATI Acquisition Company.
|
(15)
|
The Company holds an investment in CompassLearning, Inc. that is structured as a first lien last out term loan.
|
(16)
|
The Company holds investments in two related entities of Tenawa Resource Holdings LLC. The Company holds 5.25% of the common units in QID NGL LLC (which at closing represented 98.1% of the ownership in the common units in Tenawa Resource Holdings LLC) and holds a first lien investment in Tenawa Resource Management LLC, a wholly-owned subsidiary of Tenawa Resource Holdings LLC.
|
(17)
|
The Company holds investments in QC McKissock Investment, LLC and one related entity of QC McKissock Investment, LLC. The Company holds a first lien term loan in QC McKissock Investment, LLC (which at closing represented 71.1% of the ownership in the Series A common units of McKissock Investment Holdings, LLC) and holds a first lien term loan and a delayed draw term loan in McKissock, LLC, a wholly-owned subsidiary of McKissock Investment Holdings, LLC.
|
(18)
|
The Company holds investments in TWDiamondback Holdings Corp. and one related entity of TWDiamondback Holdings Corp. The Company holds preferred equity in TWDiamondback Holdings Corp. and holds a first lien last out term loan and a delayed draw term loan in Diamondback Drugs of Delaware LLC, a wholly-owned subsidiary of TWDiamondback Holdings Corp.
|
(19)
|
The Company holds investments in Edmentum Ultimate Holdings, LLC and its related entities. The Company holds subordinated notes and ordinary equity in Edmentum Ultimate Holdings, LLC and holds a second lien revolver in Edmentum, Inc. and Archipelago Learning, Inc., which are wholly-owned subsidiaries of Edmentum Ultimate Holdings, LLC.
|
(20)
|
Total shares reported assumes shares issued for the capitalization of payment-in-kind ("PIK") interest. Actual shares owned total 50,000 as of
March 31, 2016
.
|
(21)
|
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 13.5% per annum payable in additional shares.
|
(22)
|
The Company holds investments in Education Management Corporation and one related entity of Education Management Corporation. The Company holds series A-1 convertible preferred stock and common stock in Education Management Corporation and holds a tranche A first lien term loan and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.
|
(23)
|
The Company holds an equity investment in TW-NHME Holdings Corp., as well as a second lien term loan investment in National HME, Inc., a wholly-owned subsidiary of TW-NHME Holdings Corp.
|
(24)
|
The Company holds an investment in Pittsburgh Glass Works, LLC that is structured as a first lien last out term loan.
|
(25)
|
Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended, due to owning or holding the power to vote 5.0% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of
December 31, 2015
and
March 31, 2016
along with transactions during the
three
months ended
March 31, 2016
in which the issuer was a non-controlled/affiliated investment is as follows:
|
Portfolio Company (1)
|
|
Fair Value
at December 31, 2015 |
|
Gross
Additions
(A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value
at March 31, 2016 |
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
|
|
$
|
22,782
|
|
|
$
|
2,227
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
443
|
|
|
$
|
25,452
|
|
|
$
|
529
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NMFC Senior Loan Program I LLC
|
|
21,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
|
21,574
|
|
|
—
|
|
|
920
|
|
|
300
|
|
|||||||||
Tenawa Resource Holdings LLC
|
|
42,591
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(1,254
|
)
|
|
41,345
|
|
|
1,053
|
|
|
—
|
|
|
13
|
|
|||||||||
Total Non-Controlled/Affiliated Investments
|
|
$
|
87,287
|
|
|
$
|
2,235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,151
|
)
|
|
$
|
88,371
|
|
|
$
|
1,582
|
|
|
$
|
920
|
|
|
$
|
313
|
|
|
(A)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.
|
(B)
|
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
|
(26)
|
Denotes investments in which the Company is in “Control”, as defined in the Investment Company Act of 1940, as amended, due to owning or holding the power to vote 25.0% or more of the outstanding voting securities of the investment. Fair value as of
December 31, 2015
and
March 31, 2016
along with transactions during the
three
months ended
March 31, 2016
in which the issuer was a controlled investment is as follows:
|
Portfolio Company (1)
|
|
Fair Value
at December 31, 2015 |
|
Gross
Additions
(A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value
at March 31, 2016 |
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
UniTek Global Services, Inc.
|
|
$
|
47,422
|
|
|
$
|
828
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,179
|
|
|
$
|
49,429
|
|
|
$
|
502
|
|
|
$
|
719
|
|
|
$
|
12
|
|
Total Controlled Investments
|
|
$
|
47,422
|
|
|
$
|
828
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,179
|
|
|
$
|
49,429
|
|
|
$
|
502
|
|
|
$
|
719
|
|
|
$
|
12
|
|
|
(A)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement of an existing portfolio company into this category from a different category.
|
(B)
|
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
|
*
|
All or a portion of interest contains PIK interest.
|
**
|
Indicates assets that the Company deems to be “non-qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of
March 31, 2016
,
6.6%
of the Company’s total assets were non-qualifying assets.
|
|
|
March 31, 2016
|
|
Investment Type
|
|
Percent of Total
Investments at Fair Value
|
|
First lien
|
|
45.07
|
%
|
Second lien
|
|
41.27
|
%
|
Subordinated
|
|
5.32
|
%
|
Equity and other
|
|
8.34
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
March 31, 2016
|
|
Industry Type
|
|
Percent of Total
Investments at Fair Value
|
|
Business Services
|
|
24.38
|
%
|
Software
|
|
24.05
|
%
|
Education
|
|
11.33
|
%
|
Distribution & Logistics
|
|
7.49
|
%
|
Federal Services
|
|
6.61
|
%
|
Consumer Services
|
|
4.97
|
%
|
Energy
|
|
4.47
|
%
|
Healthcare Services
|
|
3.70
|
%
|
Media
|
|
3.00
|
%
|
Healthcare Products
|
|
2.76
|
%
|
Business Products
|
|
2.03
|
%
|
Manufacturing
|
|
2.01
|
%
|
Investment Fund
|
|
1.45
|
%
|
Retail
|
|
1.41
|
%
|
Industrial Services
|
|
0.34
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
March 31, 2016
|
|
Interest Rate Type
|
|
Percent of Total
Investments at Fair Value
|
|
Floating rates
|
|
85.82
|
%
|
Fixed rates
|
|
14.18
|
%
|
Total investments
|
|
100.00
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - Australia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Project Sunshine IV Pty Ltd**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (2)
|
|
8.00% (L + 7.00%/M)
|
|
9/23/2019
|
|
$
|
10,800
|
|
|
$
|
10,752
|
|
|
$
|
10,314
|
|
|
1.23
|
%
|
Total Funded Debt Investments - Australia
|
|
|
|
|
|
|
|
$
|
10,800
|
|
|
$
|
10,752
|
|
|
$
|
10,314
|
|
|
1.23
|
%
|
Funded Debt Investments - Luxembourg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pinnacle Holdco S.à.r.l. / Pinnacle (US) Acquisition Co Limited**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.50% (L + 9.25%/Q)
|
|
7/30/2020
|
|
$
|
24,630
|
|
|
$
|
24,339
|
|
|
$
|
19,581
|
|
|
|
|
|
|
Second lien (3)
|
|
10.50% (L + 9.25%/Q)
|
|
7/30/2020
|
|
8,204
|
|
|
8,324
|
|
|
6,522
|
|
|
|
||||
|
|
|
|
|
|
|
|
32,834
|
|
|
32,663
|
|
|
26,103
|
|
|
3.12
|
%
|
|||
Total Funded Debt Investments - Luxembourg
|
|
|
|
|
|
|
|
$
|
32,834
|
|
|
$
|
32,663
|
|
|
$
|
26,103
|
|
|
3.12
|
%
|
Funded Debt Investments - Netherlands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eiger Acquisition B.V. (Eiger Co-Borrower, LLC)**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
10.13% (L + 9.13%/Q)
|
|
2/17/2023
|
|
$
|
10,000
|
|
|
$
|
9,303
|
|
|
$
|
9,049
|
|
|
1.08
|
%
|
Total Funded Debt Investments - Netherlands
|
|
|
|
|
|
|
|
$
|
10,000
|
|
|
$
|
9,303
|
|
|
$
|
9,049
|
|
|
1.08
|
%
|
Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Air Newco LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
10.50% (L + 9.50%/Q)
|
|
1/31/2023
|
|
$
|
32,500
|
|
|
$
|
31,736
|
|
|
$
|
31,363
|
|
|
3.75
|
%
|
Total Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
$
|
32,500
|
|
|
$
|
31,736
|
|
|
$
|
31,363
|
|
|
3.75
|
%
|
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deltek, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
9.50% (L + 8.50%/Q)
|
|
6/26/2023
|
|
$
|
21,000
|
|
|
$
|
20,972
|
|
|
$
|
20,948
|
|
|
|
|
|
|
Second lien (2)
|
|
9.50% (L + 8.50%/Q)
|
|
6/26/2023
|
|
20,000
|
|
|
19,619
|
|
|
19,950
|
|
|
|
||||
|
|
|
|
|
|
|
|
41,000
|
|
|
40,591
|
|
|
40,898
|
|
|
4.89
|
%
|
|||
TIBCO Software Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.50% (L + 5.50%/M)
|
|
12/4/2020
|
|
29,775
|
|
|
28,508
|
|
|
27,021
|
|
|
|
||||
|
|
Subordinated (3)
|
|
11.38%/S
|
|
12/1/2021
|
|
15,000
|
|
|
14,611
|
|
|
12,600
|
|
|
|
||||
|
|
|
|
|
|
|
|
44,775
|
|
|
43,119
|
|
|
39,621
|
|
|
4.73
|
%
|
|||
AssuredPartners, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.00% (L + 9.00%/Q)
|
|
10/20/2023
|
|
20,000
|
|
|
19,212
|
|
|
19,600
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.00% (L + 9.00%/Q)
|
|
10/20/2023
|
|
20,000
|
|
|
19,212
|
|
|
19,600
|
|
|
|
||||
|
|
|
|
|
|
|
|
40,000
|
|
|
38,424
|
|
|
39,200
|
|
|
4.68
|
%
|
|||
Kronos Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.75% (L + 8.50%/Q)
|
|
4/30/2020
|
|
32,641
|
|
|
32,443
|
|
|
32,546
|
|
|
|
||||
|
|
Second lien (3)
|
|
9.75% (L + 8.50%/Q)
|
|
4/30/2020
|
|
5,000
|
|
|
4,961
|
|
|
4,985
|
|
|
|
||||
|
|
|
|
|
|
|
|
37,641
|
|
|
37,404
|
|
|
37,531
|
|
|
4.48
|
%
|
|||
Hill International, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.75% (L + 6.75%/Q)
|
|
9/28/2020
|
|
37,056
|
|
|
36,752
|
|
|
36,779
|
|
|
4.39
|
%
|
|||
ProQuest LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.00% (L + 9.00%/M)
|
|
12/15/2022
|
|
35,000
|
|
|
34,302
|
|
|
34,300
|
|
|
4.10
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
Navex Global, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)
|
|
5.75% (L + 4.75%/Q)
|
|
11/19/2021
|
|
$
|
4,610
|
|
|
$
|
4,570
|
|
|
$
|
4,471
|
|
|
|
|
|
|
First lien (2)
|
|
5.75% (L + 4.75%/Q)
|
|
11/19/2021
|
|
2,610
|
|
|
2,587
|
|
|
2,531
|
|
|
|
||||
|
|
Second lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
11/18/2022
|
|
17,879
|
|
|
17,683
|
|
|
17,343
|
|
|
|
||||
|
|
Second lien (3)
|
|
9.75% (L + 8.75%/Q)
|
|
11/18/2022
|
|
10,121
|
|
|
10,001
|
|
|
9,817
|
|
|
|
||||
|
|
|
|
|
|
|
|
35,220
|
|
|
34,841
|
|
|
34,162
|
|
|
4.08
|
%
|
|||
Ascend Learning, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)
|
|
9.50% (L + 8.50%/Q)
|
|
11/30/2020
|
|
34,727
|
|
|
34,352
|
|
|
33,077
|
|
|
3.95
|
%
|
|||
CRGT Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.50% (L + 6.50%/Q)
|
|
12/19/2020
|
|
33,261
|
|
|
33,030
|
|
|
32,928
|
|
|
3.93
|
%
|
|||
Physio-Control International, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
Second lien (2)
|
|
10.00% (L + 9.00%/Q)
|
|
6/5/2023
|
|
30,000
|
|
|
29,426
|
|
|
27,451
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.00% (L + 9.00%/Q)
|
|
6/5/2023
|
|
4,000
|
|
|
3,703
|
|
|
3,660
|
|
|
|
||||
|
|
|
|
|
|
|
|
34,000
|
|
|
33,129
|
|
|
31,111
|
|
|
3.72
|
%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.00% (L + 7.00%/Q)
|
|
9/24/2021
|
|
29,925
|
|
|
29,564
|
|
|
29,505
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
8.00% (L + 7.00%/Q)
|
|
9/24/2021
|
|
1,500
|
|
|
1,481
|
|
|
1,479
|
|
|
|
||||
|
|
|
|
|
|
|
|
31,425
|
|
|
31,045
|
|
|
30,984
|
|
|
3.70
|
%
|
|||
Rocket Software, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.25% (L + 8.75%/Q)
|
|
2/8/2019
|
|
30,875
|
|
|
30,781
|
|
|
30,759
|
|
|
3.68
|
%
|
|||
TASC, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.00% (L + 6.00%/Q)
|
|
5/22/2020
|
|
28,314
|
|
|
28,001
|
|
|
28,396
|
|
|
|
||||
|
|
Second lien (3)
|
|
12.00%/Q
|
|
5/21/2021
|
|
2,000
|
|
|
1,964
|
|
|
2,062
|
|
|
|
||||
|
|
|
|
|
|
|
|
30,314
|
|
|
29,965
|
|
|
30,458
|
|
|
3.64
|
%
|
|||
Pittsburgh Glass Works, LLC (24)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Manufacturing
|
|
First lien (2)
|
|
10.13% (L + 9.13%/M)
|
|
11/25/2021
|
|
30,000
|
|
|
29,852
|
|
|
29,850
|
|
|
3.57
|
%
|
|||
Integro Parent Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
6.75% (L + 5.75%/Q)
|
|
10/31/2022
|
|
17,370
|
|
|
17,029
|
|
|
16,980
|
|
|
|
||||
|
|
First lien (2)
|
|
6.75% (L + 5.75%/M)
|
|
10/31/2022
|
|
2,630
|
|
|
2,578
|
|
|
2,570
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.25% (L + 9.25%/Q)
|
|
10/30/2023
|
|
10,000
|
|
|
9,901
|
|
|
9,625
|
|
|
|
||||
|
|
|
|
|
|
|
|
30,000
|
|
|
29,508
|
|
|
29,175
|
|
|
3.49
|
%
|
|||
CompassLearning, Inc. (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
8.00% (L + 6.75%/Q)
|
|
11/26/2018
|
|
30,000
|
|
|
29,531
|
|
|
28,471
|
|
|
3.40
|
%
|
|||
Ryan, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
6.75% (L + 5.75%/M)
|
|
8/7/2020
|
|
27,300
|
|
|
26,918
|
|
|
26,583
|
|
|
3.18
|
%
|
|||
McGraw-Hill Global Education Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(9)
|
|
9.75%/S
|
|
4/1/2021
|
|
24,500
|
|
|
24,378
|
|
|
26,093
|
|
|
3.12
|
%
|
|||
KeyPoint Government Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.75% (L + 6.50%/M)
|
|
11/13/2017
|
|
25,876
|
|
|
25,636
|
|
|
25,747
|
|
|
3.08
|
%
|
|||
DigiCert Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.00% (L + 5.00%/Q)
|
|
10/21/2021
|
|
25,000
|
|
|
24,268
|
|
|
24,375
|
|
|
2.91
|
%
|
|||
Pelican Products, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
Second lien (3)
|
|
9.25% (L + 8.25%/Q)
|
|
4/9/2021
|
|
15,500
|
|
|
15,519
|
|
|
14,764
|
|
|
|
||||
|
|
Second lien (2)
|
|
9.25% (L + 8.25%/Q)
|
|
4/9/2021
|
|
10,000
|
|
|
10,115
|
|
|
9,524
|
|
|
|
||||
|
|
|
|
|
|
|
|
25,500
|
|
|
25,634
|
|
|
24,288
|
|
|
2.90
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
Confie Seguros Holding II Co.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (2)
|
|
10.25% (L + 9.00%/M)
|
|
5/8/2019
|
|
$
|
18,886
|
|
|
$
|
18,789
|
|
|
$
|
18,673
|
|
|
|
|
|
|
Second lien (3)
|
|
10.25% (L + 9.00%/M)
|
|
5/8/2019
|
|
5,571
|
|
|
5,648
|
|
|
5,508
|
|
|
|
||||
|
|
|
|
|
|
|
|
24,457
|
|
|
24,437
|
|
|
24,181
|
|
|
2.89
|
%
|
|||
AAC Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
8.25% (L + 7.25%/M)
|
|
9/30/2020
|
|
25,000
|
|
|
24,640
|
|
|
24,110
|
|
|
2.88
|
%
|
|||
Transtar Holding Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (2)
|
|
10.00% (L + 8.75%/Q)
|
|
10/9/2019
|
|
28,300
|
|
|
27,974
|
|
|
23,630
|
|
|
2.82
|
%
|
|||
PetVet Care Centers LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (3)
|
|
9.75% (L + 8.75%/Q)
|
|
6/17/2021
|
|
24,000
|
|
|
23,789
|
|
|
23,149
|
|
|
2.77
|
%
|
|||
EN Engineering, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.00% (L + 6.00%/Q)
|
|
6/30/2021
|
|
21,321
|
|
|
21,121
|
|
|
20,554
|
|
|
|
||||
|
|
First lien (2)(11) - Drawn
|
|
8.50% (P + 5.00%/Q)
|
|
6/30/2021
|
|
1,223
|
|
|
1,211
|
|
|
1,179
|
|
|
|
||||
|
|
|
|
|
|
|
|
22,544
|
|
|
22,332
|
|
|
21,733
|
|
|
2.60
|
%
|
|||
Aricent Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
9.50% (L + 8.50%/M)
|
|
4/14/2022
|
|
20,000
|
|
|
19,881
|
|
|
19,133
|
|
|
|
||||
|
|
Second lien (3)
|
|
9.50% (L + 8.50%/M)
|
|
4/14/2022
|
|
2,550
|
|
|
2,558
|
|
|
2,440
|
|
|
|
||||
|
|
|
|
|
|
|
|
22,550
|
|
|
22,439
|
|
|
21,573
|
|
|
2.58
|
%
|
|||
McGraw-Hill School Education Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
6.25% (L + 5.00%/M)
|
|
12/18/2019
|
|
21,560
|
|
|
21,408
|
|
|
21,237
|
|
|
2.54
|
%
|
|||
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (4)
|
|
7.00% (L + 6.00%/Q)
|
|
4/20/2021
|
|
19,502
|
|
|
19,324
|
|
|
19,254
|
|
|
|
||||
|
|
First lien (4)(11) - Drawn
|
|
7.00% (L + 6.00%/Q)
|
|
4/20/2021
|
|
1,753
|
|
|
1,736
|
|
|
1,731
|
|
|
|
||||
|
|
|
|
|
|
|
|
21,255
|
|
|
21,060
|
|
|
20,985
|
|
|
2.51
|
%
|
|||
IT'SUGAR LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
First lien (4)
|
|
10.50% (L + 9.50%/Q)
|
|
10/23/2019
|
|
21,000
|
|
|
20,215
|
|
|
20,183
|
|
|
2.41
|
%
|
|||
Weston Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (4)
|
|
16.00%/Q
|
|
7/3/2019
|
|
20,000
|
|
|
20,000
|
|
|
19,430
|
|
|
2.32
|
%
|
|||
TWDiamondback Holdings Corp. (18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diamondback Drugs of Delaware, L.L.C. (TWDiamondback II Holdings LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
11/19/2019
|
|
19,895
|
|
|
19,895
|
|
|
19,117
|
|
|
2.28
|
%
|
|||
Severin Acquisition, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)
|
|
9.25% (L + 8.25%/Q)
|
|
7/29/2022
|
|
15,000
|
|
|
14,857
|
|
|
14,272
|
|
|
|
||||
|
|
Second lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
7/29/2022
|
|
4,154
|
|
|
4,113
|
|
|
4,112
|
|
|
|
||||
|
|
|
|
|
|
|
|
19,154
|
|
|
18,970
|
|
|
18,384
|
|
|
2.20
|
%
|
|||
First American Payment Systems, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.75% (L + 9.50%/M)
|
|
4/12/2019
|
|
18,643
|
|
|
18,423
|
|
|
18,362
|
|
|
2.20
|
%
|
|||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
6.25% (L + 5.25%/Q)
|
|
7/2/2021
|
|
17,811
|
|
|
17,645
|
|
|
17,632
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
7.75% (P + 4.25%/Q)
|
|
7/2/2021
|
|
53
|
|
|
52
|
|
|
52
|
|
|
|
||||
|
|
|
|
|
|
|
|
17,864
|
|
|
17,697
|
|
|
17,684
|
|
|
2.11
|
%
|
|||
YP Holdings LLC / Print Media Holdings LLC (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
YP LLC / Print Media LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (2)
|
|
8.00% (L + 6.75%/M)
|
|
6/4/2018
|
|
18,320
|
|
|
18,182
|
|
|
17,679
|
|
|
2.11
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)
|
|
8.25% (L + 7.25%/Q)
|
|
8/4/2022
|
|
$
|
17,955
|
|
|
$
|
17,783
|
|
|
$
|
17,550
|
|
|
2.10
|
%
|
AgKnowledge Holdings Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
9.25% (L + 8.25%/M)
|
|
7/23/2020
|
|
18,500
|
|
|
18,352
|
|
|
17,066
|
|
|
2.04
|
%
|
|||
Vertafore, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.75% (L + 8.25%/M)
|
|
10/27/2017
|
|
13,855
|
|
|
13,848
|
|
|
13,844
|
|
|
|
||||
|
|
Second lien (3)
|
|
9.75% (L + 8.25%/M)
|
|
10/27/2017
|
|
2,000
|
|
|
2,016
|
|
|
1,999
|
|
|
|
||||
|
|
|
|
|
|
|
|
15,855
|
|
|
15,864
|
|
|
15,843
|
|
|
1.89
|
%
|
|||
GSDM Holdings Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Subordinated (4)
|
|
10.00%/M
|
|
6/23/2020
|
|
15,000
|
|
|
14,880
|
|
|
15,000
|
|
|
1.79
|
%
|
|||
MailSouth, Inc. (d/b/a Mspark)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (2)
|
|
6.75% (L + 5.00%/Q)
|
|
12/14/2016
|
|
14,998
|
|
|
14,736
|
|
|
14,586
|
|
|
1.74
|
%
|
|||
TW-NHME Holdings Corp. (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
National HME, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (4)
|
|
10.25% (L + 9.25%/Q)
|
|
7/14/2022
|
|
14,000
|
|
|
13,833
|
|
|
13,825
|
|
|
1.65
|
%
|
|||
Sierra Hamilton LLC / Sierra Hamilton Finance, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (2)
|
|
12.25%/S
|
|
12/15/2018
|
|
25,000
|
|
|
25,000
|
|
|
12,251
|
|
|
|
||||
|
|
First lien (3)
|
|
12.25%/S
|
|
12/15/2018
|
|
2,660
|
|
|
2,064
|
|
|
1,302
|
|
|
|
||||
|
|
|
|
|
|
|
|
27,660
|
|
|
27,064
|
|
|
13,553
|
|
|
1.62
|
%
|
|||
Vision Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.50% (L + 8.00%/M)
|
|
7/23/2017
|
|
14,000
|
|
|
13,978
|
|
|
12,740
|
|
|
1.52
|
%
|
|||
SW Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)
|
|
9.75% (L + 8.75%/Q)
|
|
12/30/2021
|
|
13,500
|
|
|
13,373
|
|
|
12,701
|
|
|
1.52
|
%
|
|||
Poseidon Intermediate, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.50% (L + 8.50%/Q)
|
|
8/15/2023
|
|
13,000
|
|
|
12,811
|
|
|
12,427
|
|
|
1.49
|
%
|
|||
American Tire Distributors, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Subordinated (3)
|
|
10.25%/S
|
|
3/1/2022
|
|
13,000
|
|
|
12,798
|
|
|
11,960
|
|
|
1.43
|
%
|
|||
PowerPlan Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.75% (L + 9.75%/M)
|
|
2/23/2023
|
|
10,000
|
|
|
9,907
|
|
|
9,573
|
|
|
1.14
|
%
|
|||
Permian Tank & Manufacturing, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (2)
|
|
10.50%/S
|
|
1/15/2018
|
|
24,357
|
|
|
24,493
|
|
|
9,377
|
|
|
1.12
|
%
|
|||
TTM Technologies, Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
First lien (2)
|
|
6.00% (L + 5.00%/Q)
|
|
5/31/2021
|
|
9,980
|
|
|
9,554
|
|
|
9,132
|
|
|
1.09
|
%
|
|||
Smile Brands Group Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
9.00% (L + 6.25% + 1.50% PIK/Q)*
|
|
8/16/2019
|
|
12,204
|
|
|
12,091
|
|
|
8,878
|
|
|
1.06
|
%
|
|||
Harley Marine Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (2)
|
|
10.50% (L + 9.25%/Q)
|
|
12/20/2019
|
|
9,000
|
|
|
8,868
|
|
|
8,865
|
|
|
1.06
|
%
|
|||
QC McKissock Investment, LLC (17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
McKissock, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
7.50% (L + 6.50%/Q)
|
|
8/5/2019
|
|
4,875
|
|
|
4,838
|
|
|
4,707
|
|
|
|
||||
|
|
First lien (2)
|
|
7.50% (L + 6.50%/Q)
|
|
8/5/2019
|
|
3,148
|
|
|
3,124
|
|
|
3,039
|
|
|
|
||||
|
|
First lien (2)(11) - Drawn
|
|
7.50% (L + 6.50%/Q)
|
|
8/5/2019
|
|
1,016
|
|
|
1,007
|
|
|
981
|
|
|
|
||||
|
|
|
|
|
|
|
|
9,039
|
|
|
8,969
|
|
|
8,727
|
|
|
1.04
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
Greenway Health, LLC (fka Vitera Healthcare Solutions, LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.00% (L + 5.00%/Q)
|
|
11/4/2020
|
|
$
|
1,960
|
|
|
$
|
1,946
|
|
|
$
|
1,877
|
|
|
|
|
|
|
Second lien (2)
|
|
9.25% (L + 8.25%/Q)
|
|
11/4/2021
|
|
7,000
|
|
|
6,917
|
|
|
6,720
|
|
|
|
||||
|
|
|
|
|
|
|
|
8,960
|
|
|
8,863
|
|
|
8,597
|
|
|
1.03
|
%
|
|||
Novitex Acquisition, LLC (fka ARSloane Acquisition, LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.50% (L + 6.25%/Q)
|
|
7/7/2020
|
|
7,242
|
|
|
7,064
|
|
|
6,807
|
|
|
0.81
|
%
|
|||
Sotera Defense Solutions, Inc. (Global Defense Technology & Systems, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
9.00% (L + 7.50%/M)
|
|
4/21/2017
|
|
6,859
|
|
|
6,828
|
|
|
6,344
|
|
|
0.76
|
%
|
|||
Brock Holdings III, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Industrial Services
|
|
Second lien (2)
|
|
10.00% (L + 8.25%/Q)
|
|
3/16/2018
|
|
7,000
|
|
|
6,953
|
|
|
5,443
|
|
|
0.65
|
%
|
|||
Packaging Coordinators, Inc. (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
Second lien (3)
|
|
9.00% (L + 8.00%/Q)
|
|
8/1/2022
|
|
5,000
|
|
|
4,957
|
|
|
4,925
|
|
|
0.59
|
%
|
|||
Immucor, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Subordinated (2)(9)
|
|
11.13%/S
|
|
8/15/2019
|
|
5,000
|
|
|
4,963
|
|
|
4,575
|
|
|
0.55
|
%
|
|||
GCA Services Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.25% (L + 8.00%/Q)
|
|
11/2/2020
|
|
4,000
|
|
|
3,973
|
|
|
3,950
|
|
|
0.47
|
%
|
|||
York Risk Services Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (3)
|
|
8.50%/S
|
|
10/1/2022
|
|
3,000
|
|
|
3,000
|
|
|
2,471
|
|
|
0.30
|
%
|
|||
Synarc-Biocore Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)
|
|
9.25% (L + 8.25%/Q)
|
|
3/10/2022
|
|
2,500
|
|
|
2,479
|
|
|
2,313
|
|
|
0.28
|
%
|
|||
Ensemble S Merger Sub, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
9.00%/S
|
|
9/30/2023
|
|
2,000
|
|
|
1,933
|
|
|
1,940
|
|
|
0.23
|
%
|
|||
Education Management Corporation (22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education Management II LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
5.50% (L + 4.50%/Q)
|
|
7/2/2020
|
|
250
|
|
|
238
|
|
|
69
|
|
|
|
||||
|
|
First lien (3)
|
|
5.50% (L + 4.50%/Q)
|
|
7/2/2020
|
|
141
|
|
|
134
|
|
|
39
|
|
|
|
||||
|
|
First lien (2)
|
|
8.50% (L + 1.00% + 6.50% PIK/Q)*
|
|
7/2/2020
|
|
437
|
|
|
375
|
|
|
46
|
|
|
|
||||
|
|
First lien (3)
|
|
8.50% (L + 1.00% + 6.50% PIK/Q)*
|
|
7/2/2020
|
|
247
|
|
|
212
|
|
|
26
|
|
|
|
||||
|
|
|
|
|
|
|
|
1,075
|
|
|
959
|
|
|
180
|
|
|
0.02
|
%
|
|||
ATI Acquisition Company (fka Ability Acquisition, Inc.) (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
17.25% (P + 10.00% + 4.00% PIK/Q) (8)*
|
|
6/30/2012 - Past Due
|
|
1,665
|
|
|
1,434
|
|
|
—
|
|
|
|
||||
|
|
First lien (2)
|
|
17.25% (P + 10.00% + 4.00% PIK/Q) (8)*
|
|
6/30/2012 - Past Due
|
|
103
|
|
|
94
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
1,768
|
|
|
1,528
|
|
|
—
|
|
|
—
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
$
|
1,314,464
|
|
|
$
|
1,297,775
|
|
|
$
|
1,237,175
|
|
|
147.83
|
%
|
Total Funded Debt Investments
|
|
|
|
|
|
|
|
$
|
1,400,598
|
|
|
$
|
1,382,229
|
|
|
$
|
1,314,004
|
|
|
157.01
|
%
|
Equity - United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Packaging Coordinators, Inc. (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
PCI Pharma Holdings UK Limited**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Products
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
19,427
|
|
|
$
|
578
|
|
|
$
|
1,612
|
|
|
0.19
|
%
|
|
Total Shares - United Kingdom
|
|
|
|
|
|
|
|
|
|
$
|
578
|
|
|
$
|
1,612
|
|
|
0.19
|
%
|
||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Crowley Holdings Preferred, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Preferred shares (3)(20)
|
|
12.00% (10.00% + 2.00% PIK/Q)*
|
|
—
|
|
52,058
|
|
|
$
|
51,518
|
|
|
$
|
51,911
|
|
|
6.20
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
TWDiamondback Holdings Corp. (18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Preferred shares (4)
|
|
—
|
|
—
|
|
200
|
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
0.24
|
%
|
|
TW-NHME Holdings Corp. (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Preferred shares (4)
|
|
—
|
|
—
|
|
100
|
|
|
1,000
|
|
|
1,000
|
|
|
0.12
|
%
|
|||
Ancora Acquisition LLC (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (6)
|
|
—
|
|
—
|
|
372
|
|
|
83
|
|
|
393
|
|
|
0.05
|
%
|
|||
Education Management Corporation (22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (2)
|
|
—
|
|
—
|
|
3,331
|
|
|
200
|
|
|
10
|
|
|
|
||||
|
|
Preferred shares (3)
|
|
—
|
|
—
|
|
1,879
|
|
|
113
|
|
|
5
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
2,994,065
|
|
|
100
|
|
|
202
|
|
|
|
||||
|
|
Ordinary shares (3)
|
|
—
|
|
—
|
|
1,688,976
|
|
|
56
|
|
|
114
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
469
|
|
|
331
|
|
|
0.04
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
$
|
55,070
|
|
|
$
|
55,635
|
|
|
6.65
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
$
|
55,648
|
|
|
$
|
57,247
|
|
|
6.84
|
%
|
||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
YP Holdings LLC / Print Media Holdings LLC (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
YP Equity Investors, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
Warrants (5)
|
|
—
|
|
5/8/2022
|
|
5
|
|
|
$
|
—
|
|
|
$
|
5,304
|
|
|
0.63
|
%
|
|
IT'SUGAR LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Retail
|
|
Warrants (3)
|
|
—
|
|
10/23/2025
|
|
94,672
|
|
|
817
|
|
|
817
|
|
|
0.10
|
%
|
|||
ASP LCG Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (3)
|
|
—
|
|
5/5/2026
|
|
622
|
|
|
37
|
|
|
610
|
|
|
0.07
|
%
|
|||
Ancora Acquisition LLC (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (6)
|
|
—
|
|
8/12/2020
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
$
|
854
|
|
|
$
|
6,731
|
|
|
0.80
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,438,731
|
|
|
$
|
1,377,982
|
|
|
164.65
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
DCA Investment Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
7/2/2021
|
|
$
|
2,047
|
|
|
$
|
(20
|
)
|
|
$
|
(20
|
)
|
|
—
|
%
|
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
8/4/2021
|
|
1,000
|
|
|
(10
|
)
|
|
(23
|
)
|
|
—
|
%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
9/24/2021
|
|
3,000
|
|
|
(38
|
)
|
|
(42
|
)
|
|
—
|
%
|
|||
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
4/20/2021
|
|
2,700
|
|
|
(27
|
)
|
|
(34
|
)
|
|
|
||||
|
|
First lien (4)(11) - Undrawn
|
|
—
|
|
4/20/2021
|
|
947
|
|
|
(9
|
)
|
|
(12
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
3,647
|
|
|
(36
|
)
|
|
(46
|
)
|
|
(0.01
|
)%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
QC McKissock Investment, LLC (17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
McKissock, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(11) - Undrawn
|
|
—
|
|
12/31/2015
|
|
$
|
1,862
|
|
|
$
|
(19
|
)
|
|
$
|
(64
|
)
|
|
(0.01
|
)%
|
MailSouth, Inc. (d/b/a Mspark)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
12/14/2016
|
|
1,900
|
|
|
(181
|
)
|
|
(79
|
)
|
|
(0.01
|
)%
|
|||
EN Engineering, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(11) - Undrawn
|
|
—
|
|
12/30/2016
|
|
2,348
|
|
|
(12
|
)
|
|
(85
|
)
|
|
(0.01
|
)%
|
|||
TWDiamondback Holdings Corp. (18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diamondback Drugs of Delaware, L.L.C. (TWDiamondback II Holdings LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
2/16/2016
|
|
2,158
|
|
|
—
|
|
|
(84
|
)
|
|
|
||||
|
|
First lien (4)(11) - Undrawn
|
|
—
|
|
2/16/2016
|
|
605
|
|
|
—
|
|
|
(24
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
2,763
|
|
|
—
|
|
|
(108
|
)
|
|
(0.01
|
)%
|
|||
Total Unfunded Debt Investments
|
|
|
|
|
|
|
|
$
|
18,567
|
|
|
$
|
(316
|
)
|
|
$
|
(467
|
)
|
|
(0.05
|
)%
|
Total Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,438,415
|
|
|
$
|
1,377,515
|
|
|
164.60
|
%
|
||
Non-Controlled/Affiliated Investments(25)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tenawa Resource Holdings LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tenawa Resource Management LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (3)
|
|
10.50% (Base + 8.00%/Q)
|
|
5/12/2019
|
|
$
|
40,000
|
|
|
$
|
39,869
|
|
|
$
|
38,813
|
|
|
4.64
|
%
|
Edmentum Ultimate Holdings, LLC (19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Subordinated (3)
|
|
8.50% PIK/Q*
|
|
6/9/2020
|
|
3,786
|
|
|
3,778
|
|
|
3,622
|
|
|
|
||||
|
|
Subordinated (2)
|
|
10.00% PIK/Q*
|
|
6/9/2020
|
|
13,715
|
|
|
13,715
|
|
|
10,547
|
|
|
|
||||
|
|
Subordinated (3)
|
|
10.00% PIK/Q*
|
|
6/9/2020
|
|
3,374
|
|
|
3,374
|
|
|
2,595
|
|
|
|
||||
|
|
|
|
|
|
|
|
20,875
|
|
|
20,867
|
|
|
16,764
|
|
|
2.00
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
$
|
60,875
|
|
|
$
|
60,736
|
|
|
$
|
55,577
|
|
|
6.64
|
%
|
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NMFC Senior Loan Program I LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)
|
|
—
|
|
—
|
|
—
|
|
$
|
23,000
|
|
|
$
|
21,914
|
|
|
2.62
|
%
|
||
Edmentum Ultimate Holdings, LLC (19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Ordinary shares (3)
|
|
—
|
|
—
|
|
123,968
|
|
|
11
|
|
|
3,341
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
107,143
|
|
|
9
|
|
|
2,888
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
20
|
|
|
6,229
|
|
|
0.74
|
%
|
||||
Tenawa Resource Holdings LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
QID NGL LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Ordinary shares (7)
|
|
—
|
|
—
|
|
5,290,997
|
|
|
5,291
|
|
|
3,778
|
|
|
0.45
|
%
|
|||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
$
|
28,311
|
|
|
$
|
31,921
|
|
|
3.81
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of Investment
|
|
Interest Rate(10)
|
|
Maturity / Expiration Date
|
|
Principal
Amount, Par Value or Shares |
|
Cost
|
|
Fair
Value |
|
Percent of
Net Assets |
|||||||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(11) - Undrawn
|
|
—
|
|
6/9/2020
|
|
$
|
4,881
|
|
|
$
|
—
|
|
|
$
|
(211
|
)
|
|
(0.02
|
)%
|
Total Unfunded Debt Investments
|
|
|
|
|
|
|
|
$
|
4,881
|
|
|
$
|
—
|
|
|
$
|
(211
|
)
|
|
(0.02
|
)%
|
Total Non-Controlled/Affiliated Investments
|
|
|
|
|
|
|
|
|
|
$
|
89,047
|
|
|
$
|
87,287
|
|
|
10.43
|
%
|
||
Controlled Investments(26)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.50% (L + 7.50%/Q)
|
|
1/13/2019
|
|
$
|
6,786
|
|
|
$
|
6,786
|
|
|
$
|
6,640
|
|
|
|
|
|
|
First lien (3)
|
|
8.50% (L + 7.50%/Q)
|
|
1/13/2019
|
|
4,060
|
|
|
4,060
|
|
|
3,973
|
|
|
|
||||
|
|
First lien (3)
|
|
9.50% (L + 7.50% + 1.00% PIK/Q)*
|
|
1/13/2019
|
|
7,323
|
|
|
7,323
|
|
|
7,257
|
|
|
|
||||
|
|
Subordinated (2)
|
|
15.00% PIK/Q*
|
|
7/13/2019
|
|
1,487
|
|
|
1,487
|
|
|
1,417
|
|
|
|
||||
|
|
Subordinated (3)
|
|
15.00% PIK/Q*
|
|
7/13/2019
|
|
890
|
|
|
890
|
|
|
848
|
|
|
|
||||
|
|
|
|
|
|
|
|
20,546
|
|
|
20,546
|
|
|
20,135
|
|
|
2.40
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
$
|
20,546
|
|
|
$
|
20,546
|
|
|
$
|
20,135
|
|
|
2.40
|
%
|
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Preferred shares (2)(21)
|
|
—
|
|
—
|
|
16,680,037
|
|
|
$
|
14,299
|
|
|
$
|
13,870
|
|
|
|
||
|
|
Preferred shares (3)(21)
|
|
—
|
|
—
|
|
4,609,569
|
|
|
3,952
|
|
|
3,833
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
—
|
|
2,096,477
|
|
|
1,925
|
|
|
7,528
|
|
|
|
||||
|
|
Ordinary shares (3)
|
|
—
|
|
—
|
|
579,366
|
|
|
532
|
|
|
2,081
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
20,708
|
|
|
27,312
|
|
|
3.26
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
$
|
20,708
|
|
|
$
|
27,312
|
|
|
3.26
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
$
|
41,254
|
|
|
$
|
47,447
|
|
|
5.66
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
1/13/2019
|
|
$
|
2,048
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
|
|
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
1/13/2019
|
|
758
|
|
|
—
|
|
|
(7
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
2,806
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
%
|
|||
Total Unfunded Debt Investments
|
|
|
|
|
|
|
|
$
|
2,806
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
—
|
%
|
Total Controlled Investments
|
|
|
|
|
|
|
|
|
|
$
|
41,254
|
|
|
$
|
47,422
|
|
|
5.66
|
%
|
||
Total Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,568,716
|
|
|
$
|
1,512,224
|
|
|
180.69
|
%
|
|
(1)
|
New Mountain Finance Corporation (the "Company") generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments are generally subject to certain limitations on resale, and may be deemed to be "restricted securities" under the Securities Act.
|
(2)
|
Investment is pledged as collateral for the Holdings Credit Facility, a revolving credit facility among the Company as Collateral Manager, New Mountain Finance Holdings, L.L.C. ("NMF Holdings") as the Borrower, Wells Fargo Securities, LLC as the Administrative Agent, and Wells Fargo Bank, National Association, as the Lender and Collateral Custodian. See Note 7,
Borrowings
, for details.
|
(3)
|
Investment is pledged as collateral for the NMFC Credit Facility, a revolving credit facility among the Company as the Borrower and Goldman Sachs Bank USA as the Administrative Agent and the Collateral Agent and Goldman Sachs Bank USA, Morgan Stanley Bank, N.A. and Stifel Bank & Trust as Lenders. See Note 7,
Borrowings
, for details.
|
(4)
|
Investment is held in New Mountain Finance SBIC, L.P.
|
(5)
|
Investment is held in NMF YP Holdings, Inc.
|
(6)
|
Investment is held in NMF Ancora Holdings, Inc.
|
(7)
|
Investment is held in NMF QID NGL Holdings, Inc.
|
(8)
|
Investment or a portion of the investment is on non-accrual status. See Note 3,
Investments
, for details.
|
(9)
|
Securities are registered under the Securities Act.
|
(10)
|
All interest is payable in cash unless otherwise indicated. A majority of the variable rate debt investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (L), the Prime Rate (P) and the alternative base rate (Base) and which resets monthly (M), quarterly (Q), semi-annually (S) or annually (A). For each investment the current interest rate provided reflects the rate in effect as of December 31, 2015.
|
(11)
|
Par Value amounts represent the drawn or undrawn (as indicated in type of investment) portion of revolving credit facilities or delayed draws. Cost amounts represent the cash received at settlement date net the impact of paydowns and cash paid for drawn revolvers or delayed draws.
|
(12)
|
The Company holds investments in three related entities of YP Holdings LLC/Print Media Holdings LLC. The Company directly holds warrants to purchase a 4.96% membership interest of YP Equity Investors, LLC (which at closing represented an indirect 1.0% equity interest in YP Holdings LLC) and holds an investment in the Term Loan B loans issued by YP LLC and Print Media LLC, wholly-owned subsidiaries of YP Holdings LLC and Print Media Holdings LLC, respectively.
|
(13)
|
The Company holds investments in Packaging Coordinators, Inc. and one related entity of Packaging Coordinators, Inc. The Company has a debt investment in Packaging Coordinators, Inc. and holds ordinary equity in PCI Pharma Holdings UK Limited, a wholly-owned subsidiary of Packaging Coordinators, Inc.
|
(14)
|
The Company holds investments in ATI Acquisition Company and Ancora Acquisition LLC. The Company has debt investments in ATI Acquisition Company and preferred equity and warrants to purchase units of common membership interests of Ancora Acquisition LLC. The Company received its investments in Ancora Acquisition LLC as a result of its investments in ATI Acquisition Company.
|
(15)
|
The Company holds an investment in CompassLearning, Inc. that is structured as a first lien last out term loan.
|
(16)
|
The Company holds investments in two related entities of Tenawa Resource Holdings LLC. The Company holds 5.25% of the common units in QID NGL LLC (which at closing represented 98.1% of the ownership in the common units in Tenawa Resource Holdings LLC) and holds a first lien investment in Tenawa Resource Management LLC, a wholly-owned subsidiary of Tenawa Resource Holdings LLC.
|
(17)
|
The Company holds investments in QC McKissock Investment, LLC and one related entity of QC McKissock Investment, LLC. The Company holds a first lien term loan in QC McKissock Investment, LLC (which at closing represented 71.1% of the ownership in the Series A common units of McKissock Investment Holdings, LLC) and holds a first lien term loan and a delayed draw term loan in McKissock, LLC, a wholly-owned subsidiary of McKissock Investment Holdings, LLC.
|
(18)
|
The Company holds investments in TWDiamondback Holdings Corp. and one related entity of TWDiamondback Holdings Corp. The Company holds preferred equity in TWDiamondback Holdings Corp. and holds a first lien last out term loan and a delayed draw term loan in Diamondback Drugs of Delaware LLC, a wholly-owned subsidiary of TWDiamondback Holdings Corp.
|
(19)
|
The Company holds investments in Edmentum Ultimate Holdings, LLC and its related entities. The Company holds subordinated notes and ordinary equity in Edmentum Ultimate Holdings, LLC and holds a second lien revolver in Edmentum, Inc. and Archipelago Learning, Inc., which are wholly-owned subsidiaries of Edmentum Ultimate Holdings, LLC.
|
(20)
|
Total shares reported assumes shares issued for the capitalization of payment-in-kind ("PIK") interest. Actual shares owned total 50,000 as of December 31, 2015.
|
(21)
|
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 13.5% per annum payable in additional shares.
|
(22)
|
The Company holds investments in Education Management Corporation and one related entity of Education Management Corporation. The Company holds series A-1 convertible preferred stock and common stock in Education Management Corporation and holds a tranche A first lien term loan and a tranche B first lien term loan in Education Management II LLC, which is an indirect subsidiary of Education Management Corporation.
|
(23)
|
The Company holds an equity investment in TW-NHME Holdings Corp., as well as a second lien term loan investment in National HME, Inc., a wholly-owned subsidiary of TW-NHME Holdings Corp.
|
(24)
|
The Company holds an investment in Pittsburgh Glass Works, LLC that is structured as a first lien last out term loan.
|
(25)
|
Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended, due to owning or holding the power to vote 5.0% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of December 31, 2014 and December 31, 2015 along with transactions during the year ended December 31, 2015 in which the issuer was a non-controlled/affiliated investment is as follows:
|
Portfolio Company (1)
|
|
Fair Value at December 31, 2014
|
|
Gross
Additions
(A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value at December 31, 2015
|
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
|
|
$
|
—
|
|
|
$
|
23,937
|
|
|
$
|
(3,050
|
)
|
|
$
|
—
|
|
|
$
|
1,895
|
|
|
$
|
22,782
|
|
|
$
|
1,171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NMFC Senior Loan Program I LLC
|
|
22,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(547
|
)
|
|
21,914
|
|
|
—
|
|
|
3,619
|
|
|
1,215
|
|
|||||||||
Tenawa Resource Holdings LLC
|
|
—
|
|
|
44,572
|
|
|
—
|
|
|
—
|
|
|
(1,981
|
)
|
|
42,591
|
|
|
4,231
|
|
|
—
|
|
|
750
|
|
|||||||||
Total Non-Controlled/Affiliated Investments
|
|
$
|
22,461
|
|
|
$
|
68,509
|
|
|
$
|
(3,050
|
)
|
|
$
|
—
|
|
|
$
|
(633
|
)
|
|
$
|
87,287
|
|
|
$
|
5,402
|
|
|
$
|
3,619
|
|
|
$
|
1,965
|
|
|
(A)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement at fair value of an existing portfolio company into this category from a different category.
|
(B)
|
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
|
(26)
|
Denotes investments in which the Company is in “Control”, as defined in the Investment Company Act of 1940, as amended, due to owning or holding the power to vote 25.0% or more of the outstanding voting securities of the investment. Fair value as of December 31, 2014 and December 31, 2015 along with transactions during the year ended December 31, 2015 in which the issuer was a controlled investment is as follows:
|
Portfolio Company (1)
|
|
Fair Value at
December 31, 2014 |
|
Gross
Additions
(A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value at December 31, 2015
|
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
UniTek Global Services, Inc.
|
|
$
|
—
|
|
|
$
|
42,780
|
|
|
$
|
(1,526
|
)
|
|
$
|
—
|
|
|
$
|
6,168
|
|
|
$
|
47,422
|
|
|
$
|
2,007
|
|
|
$
|
2,559
|
|
|
$
|
49
|
|
Total Controlled Investments
|
|
$
|
—
|
|
|
$
|
42,780
|
|
|
$
|
(1,526
|
)
|
|
$
|
—
|
|
|
$
|
6,168
|
|
|
$
|
47,422
|
|
|
$
|
2,007
|
|
|
$
|
2,559
|
|
|
$
|
49
|
|
|
(A)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of discounts, reorganizations or restructurings and the movement at fair value of an existing portfolio company into this category from a different category.
|
(B)
|
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
|
*
|
All or a portion of interest contains PIK interest.
|
**
|
Indicates assets that the Company deems to be “non-qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70.00% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2015,
6.8%
of the Company’s total assets were non-qualifying assets.
|
|
|
December 31, 2015
|
|
Investment Type
|
|
Percent of Total
Investments at Fair Value
|
|
First lien
|
|
44.31
|
%
|
Second lien
|
|
41.79
|
%
|
Subordinated
|
|
5.75
|
%
|
Equity and other
|
|
8.15
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
December 31, 2015
|
|
Industry Type
|
|
Percent of Total
Investments at Fair Value
|
|
Software
|
|
24.53
|
%
|
Business Services
|
|
24.36
|
%
|
Education
|
|
10.97
|
%
|
Distribution & Logistics
|
|
7.76
|
%
|
Federal Services
|
|
6.31
|
%
|
Consumer Services
|
|
4.52
|
%
|
Energy
|
|
4.33
|
%
|
Healthcare Services
|
|
4.18
|
%
|
Media
|
|
3.16
|
%
|
Healthcare Products
|
|
2.49
|
%
|
Business Products
|
|
2.21
|
%
|
Manufacturing
|
|
1.98
|
%
|
Investment Fund
|
|
1.45
|
%
|
Retail
|
|
1.39
|
%
|
Industrial Services
|
|
0.36
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
December 31, 2015
|
|
Interest Rate Type
|
|
Percent of Total
Investments at Fair Value
|
|
Floating rates
|
|
86.26
|
%
|
Fixed rates
|
|
13.74
|
%
|
Total investments
|
|
100.00
|
%
|
|
*
|
Includes partners of New Mountain Guardian Partners, L.P.
|
**
|
NMFC is the sole limited partner of SBIC LP. NMFC, directly or indirectly through SBIC GP, wholly-owns SBIC LP. NMFC owns 100.0% of SBIC GP which owns 1.0% of SBIC LP. NMFC owns 99.0% of SBIC LP.
|
(1)
|
Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
|
(2)
|
Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
|
a.
|
Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment’s par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
|
b.
|
For investments other than bonds, the Company looks at the number of quotes readily available and performs the following:
|
i.
|
Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained.
|
ii.
|
Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment’s par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
|
(3)
|
Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
|
a.
|
Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
|
b.
|
Preliminary valuation conclusions will then be documented and discussed with the Company’s senior management;
|
c.
|
If an investment falls into (3) above for four consecutive quarters and if the investment’s par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Company’s board of directors; and
|
d.
|
When deemed appropriate by the Company’s management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
|
|
Cost
|
|
Fair Value
|
||||
First lien
|
$
|
708,052
|
|
|
$
|
671,710
|
|
Second lien
|
660,439
|
|
|
614,957
|
|
||
Subordinated
|
85,932
|
|
|
79,270
|
|
||
Equity and other
|
106,658
|
|
|
124,266
|
|
||
Total investments
|
$
|
1,561,081
|
|
|
$
|
1,490,203
|
|
|
Cost
|
|
Fair Value
|
||||
Business Services
|
$
|
363,452
|
|
|
$
|
363,291
|
|
Software
|
376,920
|
|
|
358,458
|
|
||
Education
|
169,302
|
|
|
168,903
|
|
||
Distribution & Logistics
|
126,119
|
|
|
111,643
|
|
||
Federal Services
|
98,911
|
|
|
98,556
|
|
||
Consumer Services
|
76,161
|
|
|
74,066
|
|
||
Energy
|
96,749
|
|
|
66,588
|
|
||
Healthcare Services
|
57,664
|
|
|
55,051
|
|
||
Media
|
41,852
|
|
|
44,727
|
|
||
Healthcare Products
|
38,685
|
|
|
41,052
|
|
||
Business Products
|
34,427
|
|
|
30,286
|
|
||
Manufacturing
|
29,857
|
|
|
30,000
|
|
||
Investment Fund
|
23,000
|
|
|
21,574
|
|
||
Retail
|
21,024
|
|
|
20,950
|
|
||
Industrial Services
|
6,958
|
|
|
5,058
|
|
||
Total investments
|
$
|
1,561,081
|
|
|
$
|
1,490,203
|
|
|
Cost
|
|
Fair Value
|
||||
First lien
|
$
|
711,601
|
|
|
$
|
670,023
|
|
Second lien
|
656,165
|
|
|
631,985
|
|
||
Subordinated
|
95,429
|
|
|
87,005
|
|
||
Equity and other
|
105,521
|
|
|
123,211
|
|
||
Total investments
|
$
|
1,568,716
|
|
|
$
|
1,512,224
|
|
|
Cost
|
|
Fair Value
|
||||
Software
|
$
|
384,805
|
|
|
$
|
370,892
|
|
Business Services
|
367,109
|
|
|
368,409
|
|
||
Education
|
167,222
|
|
|
165,947
|
|
||
Distribution & Logistics
|
123,053
|
|
|
117,375
|
|
||
Federal Services
|
95,459
|
|
|
95,477
|
|
||
Consumer Services
|
69,250
|
|
|
68,269
|
|
||
Energy
|
96,717
|
|
|
65,521
|
|
||
Healthcare Services
|
66,923
|
|
|
63,255
|
|
||
Media
|
43,489
|
|
|
47,804
|
|
||
Healthcare Products
|
38,664
|
|
|
37,648
|
|
||
Business Products
|
35,188
|
|
|
33,420
|
|
||
Manufacturing
|
29,852
|
|
|
29,850
|
|
||
Investment Fund
|
23,000
|
|
|
21,914
|
|
||
Retail
|
21,032
|
|
|
21,000
|
|
||
Industrial Services
|
6,953
|
|
|
5,443
|
|
||
Total investments
|
$
|
1,568,716
|
|
|
$
|
1,512,224
|
|
|
Three Months Ended
|
||||||
Summary of Operations:
|
April 4, 2016
|
|
April 2, 2015
|
||||
Net sales
|
$
|
68,343
|
|
|
$
|
66,731
|
|
Cost of goods sold
|
52,436
|
|
|
55,936
|
|
||
Gross profit
|
15,907
|
|
|
10,795
|
|
||
Other expenses
|
14,193
|
|
|
16,389
|
|
||
Net income (loss) from continuing operations before extraordinary items
|
1,714
|
|
|
(5,594
|
)
|
||
Loss from discontinued operations
|
—
|
|
|
—
|
|
||
Net income (loss)
|
$
|
1,714
|
|
|
$
|
(5,594
|
)
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
|
•
|
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
|
•
|
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
First lien
|
$
|
671,710
|
|
|
$
|
—
|
|
|
$
|
328,255
|
|
|
$
|
343,455
|
|
Second lien
|
614,957
|
|
|
—
|
|
|
382,364
|
|
|
232,593
|
|
||||
Subordinated
|
79,270
|
|
|
—
|
|
|
38,526
|
|
|
40,744
|
|
||||
Equity and other
|
124,266
|
|
|
375
|
|
|
18
|
|
|
123,873
|
|
||||
Total investments
|
$
|
1,490,203
|
|
|
$
|
375
|
|
|
$
|
749,163
|
|
|
$
|
740,665
|
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
First lien
|
$
|
670,023
|
|
|
$
|
—
|
|
|
$
|
329,133
|
|
|
$
|
340,890
|
|
Second lien
|
631,985
|
|
|
—
|
|
|
449,227
|
|
|
182,758
|
|
||||
Subordinated
|
87,005
|
|
|
—
|
|
|
33,546
|
|
|
53,459
|
|
||||
Equity and other
|
123,211
|
|
|
316
|
|
|
15
|
|
|
122,880
|
|
||||
Total investments
|
$
|
1,512,224
|
|
|
$
|
316
|
|
|
$
|
811,921
|
|
|
$
|
699,987
|
|
|
Total
|
|
First Lien
|
|
Second Lien
|
|
Subordinated
|
|
Equity and other
|
||||||||||
Fair value, December 31, 2015
|
$
|
699,987
|
|
|
$
|
340,890
|
|
|
$
|
182,758
|
|
|
$
|
53,459
|
|
|
$
|
122,880
|
|
Total gains or losses included in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized gains on investments
|
147
|
|
|
28
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|||||
Net change in unrealized (depreciation) appreciation
|
(1,903
|
)
|
|
1,977
|
|
|
(5,294
|
)
|
|
1,557
|
|
|
(143
|
)
|
|||||
Purchases, including capitalized PIK and revolver fundings
|
23,468
|
|
|
2,629
|
|
|
19,094
|
|
|
609
|
|
|
1,136
|
|
|||||
Proceeds from sales and paydowns of investments
|
(17,069
|
)
|
|
(2,069
|
)
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|||||
Transfers into Level III(1)
|
36,035
|
|
|
—
|
|
|
36,035
|
|
|
—
|
|
|
—
|
|
|||||
Fair Value, March 31, 2016
|
$
|
740,665
|
|
|
$
|
343,455
|
|
|
$
|
232,593
|
|
|
$
|
40,744
|
|
|
$
|
123,873
|
|
Unrealized (depreciation) appreciation for the period relating to those Level III assets that were still held by the Company at the end of the period:
|
$
|
(1,783
|
)
|
|
$
|
1,977
|
|
|
$
|
(5,294
|
)
|
|
$
|
1,677
|
|
|
$
|
(143
|
)
|
|
(1)
|
As of March 31, 2016, portfolio investments were transferred into Level III from Level II at fair value as of the beginning of the quarter in which the reclassification occurred.
|
|
Total
|
|
First Lien
|
|
Second Lien
|
|
Subordinated
|
|
Equity and other
|
||||||||||
Fair value, December 31, 2014
|
$
|
419,681
|
|
|
$
|
169,180
|
|
|
$
|
134,406
|
|
|
$
|
35,470
|
|
|
$
|
80,625
|
|
Total gains or losses included in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized gains (losses) on investments
|
1,442
|
|
|
(11,317
|
)
|
|
310
|
|
|
—
|
|
|
12,449
|
|
|||||
Net change in unrealized appreciation (depreciation)
|
6,442
|
|
|
9,881
|
|
|
(430
|
)
|
|
162
|
|
|
(3,171
|
)
|
|||||
Purchases, including capitalized PIK and revolver fundings(1)
|
60,003
|
|
|
25,354
|
|
|
12,350
|
|
|
2,430
|
|
|
19,869
|
|
|||||
Proceeds from sales and paydowns of investments(1)
|
(98,394
|
)
|
|
(40,440
|
)
|
|
(43,900
|
)
|
|
—
|
|
|
(14,054
|
)
|
|||||
Fair Value, March 31, 2015
|
$
|
389,174
|
|
|
$
|
152,658
|
|
|
$
|
102,736
|
|
|
$
|
38,062
|
|
|
$
|
95,718
|
|
Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period:
|
$
|
8,683
|
|
|
$
|
(808
|
)
|
|
$
|
216
|
|
|
$
|
162
|
|
|
$
|
9,113
|
|
|
(1)
|
Includes reorganizations and restructurings.
|
|
|
|
|
|
|
|
Range
|
|
|||||||||
Type
|
Fair Value as of March 31, 2016
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average
|
|
|||||
First lien
|
$
|
297,695
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
16.0x
|
|
|
9.6x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
6.4
|
%
|
|
15.0
|
%
|
|
10.6
|
%
|
|
|
|
30,635
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
15,125
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
Second lien
|
126,014
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
6.5x
|
|
|
16.5
|
|
|
11.7x
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.1
|
%
|
|
12.8
|
%
|
|
11.8
|
%
|
|
|
|
67,579
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
39,000
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
Subordinated
|
40,744
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
8.5x
|
|
|
7.4x
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.1
|
%
|
|
18.3
|
%
|
|
17.0
|
%
|
|
|
Equity and other
|
121,289
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.5x
|
|
|
12.0x
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
8.0
|
%
|
|
21.3
|
%
|
|
15.1
|
%
|
|
|
|
1,426
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
9.6
|
|
|
10.0
|
|
|
9.8
|
|
|
|
|
|
|
|
|
|
Volatility
|
|
29.0
|
%
|
|
29.5
|
%
|
|
29.2
|
%
|
|
|
|
|
|
|
|
|
Discount rate
|
|
1.9
|
%
|
|
1.9
|
%
|
|
1.9
|
%
|
|
|
|
1,158
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
|
$
|
740,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
|
|
|
|
|
|
|
|
Range
|
|
|||||||||
Type
|
Fair Value as of December 31, 2015
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average
|
|
|||||
First lien
|
$
|
292,507
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
15.5x
|
|
|
10.0x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
7.3
|
%
|
|
13.9
|
%
|
|
11.0
|
%
|
|
|
|
30,719
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
17,664
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
Second lien
|
88,977
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
6.5x
|
|
|
16.0x
|
|
|
12.3x
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.0
|
%
|
|
14.2
|
%
|
|
12.7
|
%
|
|
|
|
41,544
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
52,237
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
Subordinated
|
38,459
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
9.0x
|
|
|
7.6x
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.0
|
%
|
|
19.4
|
%
|
|
17.7
|
%
|
|
|
|
15,000
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
Equity and other
|
121,453
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.5x
|
|
|
12.0x
|
|
|
6.3x
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
8.0
|
%
|
|
21.3
|
%
|
|
14.6
|
%
|
|
|
|
1,427
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
9.8
|
|
|
10.3
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
Volatility
|
|
27.0
|
%
|
|
30.3
|
%
|
|
28.9
|
%
|
|
|
|
|
|
|
|
|
Discount rate
|
|
2.1
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
|
|
|
$
|
699,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
|
•
|
No incentive fee is payable to the Investment Adviser in any calendar quarter in which the Company’s Pre-Incentive Fee Adjusted Net Investment Income does not exceed the hurdle rate of 2.0% (the “preferred return” or “hurdle”).
|
•
|
100.0% of the Company’s Pre-Incentive Fee Adjusted Net Investment Income with respect to that portion of such Pre-Incentive Fee Adjusted Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser. This portion of the Company’s Pre-Incentive Fee Adjusted Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to as the “catch-up”. The catch-up provision is intended to provide the Investment Adviser with an incentive fee of 20.0% on all of the Company’s Pre-Incentive Fee Adjusted Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Adjusted Net Investment Income exceeds 2.5% in any calendar quarter.
|
•
|
20.0% of the amount of the Company’s Pre-Incentive Fee Adjusted Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Management fee
|
$
|
6,836
|
|
|
$
|
6,468
|
|
Less: management fee waiver
|
(1,319
|
)
|
|
(1,382
|
)
|
||
Total management fee
|
5,517
|
|
|
5,086
|
|
||
Incentive fee, excluding accrued capital gains incentive fees
|
$
|
5,385
|
|
|
$
|
4,878
|
|
Accrued capital gains incentive fees(1)
|
$
|
—
|
|
|
$
|
481
|
|
|
(1)
|
As of
March 31, 2016
and
March 31, 2015
, no actual capital gains incentive fee was owed under the Investment Management Agreement by the Company, as cumulative net Adjusted Realized Capital Gains did not exceed cumulative Adjusted Unrealized Capital Depreciation.
|
|
Three Months Ended
March 31, 2016 |
|
Stepped-up
Cost Basis Adjustments |
|
Adjusted
Three Months Ended March 31, 2016 |
||||||
Investment income
|
|
|
|
|
|
|
|
|
|||
Interest income(1)
|
$
|
37,790
|
|
|
$
|
(29
|
)
|
|
$
|
37,761
|
|
Dividend income(2)
|
1,639
|
|
|
—
|
|
|
1,639
|
|
|||
Other income
|
1,547
|
|
|
—
|
|
|
1,547
|
|
|||
Total investment income(3)
|
40,976
|
|
|
(29
|
)
|
|
40,947
|
|
|||
Total expenses pre-incentive fee(4)
|
14,024
|
|
|
—
|
|
|
14,024
|
|
|||
Pre-Incentive Fee Net Investment Income
|
26,952
|
|
|
(29
|
)
|
|
26,923
|
|
|||
Incentive fee(5)
|
5,385
|
|
|
—
|
|
|
5,385
|
|
|||
Post-Incentive Fee Net Investment Income
|
21,567
|
|
|
(29
|
)
|
|
21,538
|
|
|||
Net realized gains (losses) on investments(6)
|
176
|
|
|
(38
|
)
|
|
138
|
|
|||
Net change in unrealized (depreciation) appreciation of investments(6)
|
(14,386
|
)
|
|
67
|
|
|
(14,319
|
)
|
|||
Net change in unrealized (depreciation) appreciation of securities purchased under collateralized agreements to resell
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||
Benefit for taxes
|
724
|
|
|
—
|
|
|
724
|
|
|||
Net increase in net assets resulting from operations
|
$
|
8,051
|
|
|
|
|
$
|
8,051
|
|
|
(1)
|
Includes
$953
in PIK interest from investments.
|
(2)
|
Includes
$719
in PIK dividends from investments.
|
(3)
|
Includes income from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
(4)
|
Includes expense waivers and reimbursements of
$284
and management fee waivers of
$1,319
.
|
(5)
|
For the
three
months ended
March 31, 2016
, the Company incurred total incentive fees of
$5,385
, of which
$0
is related to capital gains incentive fees on a hypothetical liquidation basis.
|
(6)
|
Includes net realized gains and losses on investments and net change in unrealized appreciation (depreciation) of investments from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
|
Three Months Ended
March 31, 2015 |
|
Stepped-up
Cost Basis Adjustments |
|
Adjusted
Three Months Ended March 31, 2015 |
||||||
Investment income
|
|
|
|
|
|
|
|
|
|||
Interest income(1)
|
$
|
33,347
|
|
|
$
|
(33
|
)
|
|
$
|
33,314
|
|
Dividend income(2)
|
1,307
|
|
|
—
|
|
|
1,307
|
|
|||
Other income
|
1,882
|
|
|
—
|
|
|
1,882
|
|
|||
Total investment income(3)
|
36,536
|
|
|
(33
|
)
|
|
36,503
|
|
|||
Total net expenses pre-incentive fee(4)
|
12,115
|
|
|
—
|
|
|
12,115
|
|
|||
Pre-Incentive Fee Net Investment Income
|
24,421
|
|
|
(33
|
)
|
|
24,388
|
|
|||
Incentive fee(5)
|
5,359
|
|
|
—
|
|
|
5,359
|
|
|||
Post-Incentive Fee Net Investment Income
|
19,062
|
|
|
(33
|
)
|
|
19,029
|
|
|||
Net realized losses on investments(6)
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
|||
Net change in unrealized appreciation (depreciation) of investments(6)
|
4,486
|
|
|
33
|
|
|
4,519
|
|
|||
Provision for taxes
|
(501
|
)
|
|
—
|
|
|
(501
|
)
|
|||
Net increase in net assets resulting from operations
|
$
|
22,914
|
|
|
|
|
$
|
22,914
|
|
|
(1)
|
Includes
$654
in PIK interest from investments.
|
(2)
|
Includes
$548
in PIK dividends from investments.
|
(3)
|
Includes income from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
(4)
|
Includes expense waivers and reimbursements of
$400
and management fee waivers of
$1,382
.
|
(5)
|
For the
three
months ended
March 31, 2015
, the Company incurred total incentive fees of
$5,359
, of which
$481
related to capital gains incentive fees on a hypothetical liquidation basis.
|
(6)
|
Includes net change in unrealized appreciation (depreciation) of investments from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Interest expense
|
$
|
2,643
|
|
|
$
|
2,893
|
|
Non-usage fee
|
$
|
125
|
|
|
$
|
56
|
|
Amortization of financing costs
|
$
|
402
|
|
|
$
|
397
|
|
Weighted average interest rate
|
2.6
|
%
|
|
2.6
|
%
|
||
Effective interest rate
|
3.2
|
%
|
|
3.0
|
%
|
||
Average debt outstanding
|
$
|
394,710
|
|
|
$
|
449,498
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Interest expense
|
$
|
686
|
|
|
$
|
212
|
|
Non-usage fee
|
$
|
3
|
|
|
$
|
46
|
|
Amortization of financing costs
|
$
|
89
|
|
|
$
|
61
|
|
Weighted average interest rate
|
2.9
|
%
|
|
2.7
|
%
|
||
Effective interest rate
|
3.4
|
%
|
|
4.1
|
%
|
||
Average debt outstanding
|
$
|
92,830
|
|
|
$
|
31,710
|
|
|
March 31, 2016
|
||
Initial conversion premium
|
12.5
|
%
|
|
Initial conversion rate(1)
|
62.7746
|
|
|
Initial conversion price
|
$
|
15.93
|
|
Conversion premium at March 31, 2016
|
11.7
|
%
|
|
Conversion rate at March 31, 2016(1)(2)
|
63.2794
|
|
|
Conversion price at March 31, 2016(2)(3)
|
$
|
15.80
|
|
Last conversion price calculation date
|
June 3, 2015
|
|
|
(1)
|
Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted.
|
(2)
|
Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
|
(3)
|
The conversion price in effect at
March 31, 2016
was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary, unless the exercise price shall have changed by more than 1.0% before the anniversary.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Interest expense
|
$
|
1,438
|
|
|
$
|
1,438
|
|
Amortization of financing costs
|
$
|
185
|
|
|
$
|
183
|
|
Effective interest rate
|
5.7
|
%
|
|
5.7
|
%
|
Issuance Date
|
|
Maturity Date
|
|
Debenture Amount
|
|
Interest Rate
|
|
SBA Annual Charge
|
||||
Fixed SBA-guaranteed debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 25, 2015
|
|
March 1, 2025
|
|
$
|
37,500
|
|
|
2.517
|
%
|
|
0.355
|
%
|
September 23, 2015
|
|
September 1, 2025
|
|
37,500
|
|
|
2.829
|
%
|
|
0.355
|
%
|
|
September 23, 2015
|
|
September 1, 2025
|
|
28,795
|
|
|
2.829
|
%
|
|
0.742
|
%
|
|
March 23, 2016
|
|
March 1, 2026
|
|
13,950
|
|
|
2.507
|
%
|
|
0.742
|
%
|
|
Total SBA-guaranteed debentures
|
|
|
|
$
|
117,745
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Interest expense
|
$
|
883
|
|
|
$
|
100
|
|
Amortization of financing costs
|
$
|
98
|
|
|
$
|
31
|
|
Weighted average interest rate
|
3.0
|
%
|
|
1.1
|
%
|
||
Effective interest rate
|
3.4
|
%
|
|
1.4
|
%
|
||
Average debt outstanding
|
$
|
117,745
|
|
|
$
|
37,500
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Paid in
Capital in
|
|
Accumulated Undistributed
Net Investment
|
|
Accumulated
Undistributed
Net Realized
|
|
Net
Unrealized
(Depreciation)
|
|
Total
|
|||||||||||||||||
|
Shares
|
|
Par Amount
|
|
at Cost
|
|
Excess of Par
|
|
Income
|
|
Gains (Losses)
|
|
Appreciation
|
|
Net Assets
|
|||||||||||||||
Balance at December 31, 2015
|
64,005,387
|
|
|
$
|
640
|
|
|
$
|
—
|
|
|
$
|
899,713
|
|
|
$
|
4,164
|
|
|
$
|
1,342
|
|
|
$
|
(68,951
|
)
|
|
$
|
836,908
|
|
Issuances of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of common stock
|
(124,950
|
)
|
|
—
|
|
|
(1,433
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,433
|
)
|
|||||||
Deferred offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,719
|
)
|
|
—
|
|
|
—
|
|
|
(21,719
|
)
|
|||||||
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,567
|
|
|
176
|
|
|
(13,692
|
)
|
|
8,051
|
|
|||||||
Balance at March 31, 2016
|
63,880,437
|
|
|
$
|
640
|
|
|
$
|
(1,433
|
)
|
|
$
|
899,751
|
|
|
$
|
4,012
|
|
|
$
|
1,518
|
|
|
$
|
(82,643
|
)
|
|
$
|
821,845
|
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Earnings per share—basic
|
|
|
|
|
|
||
Numerator for basic earnings per share:
|
$
|
8,051
|
|
|
$
|
22,914
|
|
Denominator for basic weighted average share:
|
63,934,151
|
|
|
57,998,754
|
|
||
Basic earnings per share:
|
$
|
0.13
|
|
|
$
|
0.40
|
|
Earnings per share—diluted(1)
|
|
|
|
|
|
||
Numerator for increase in net assets per share
|
$
|
8,051
|
|
|
$
|
22,914
|
|
Adjustment for interest on Convertible Notes and incentive fees, net
|
1,150
|
|
|
1,150
|
|
||
Numerator for diluted earnings per share:
|
$
|
9,201
|
|
|
$
|
24,064
|
|
Denominator for basic weighted average share
|
63,934,151
|
|
|
57,998,754
|
|
||
Adjustment for dilutive effect of Convertible Notes
|
7,277,131
|
|
|
7,219,083
|
|
||
Denominator for diluted weighted average share
|
71,211,282
|
|
|
65,217,837
|
|
||
Diluted earnings per share
|
$
|
0.13
|
|
|
$
|
0.37
|
|
|
(1)
|
In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive.
|
|
Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Per share data(1):
|
|
|
|
|
|
||
Net asset value, January 1, 2016 and January 1, 2015, respectively
|
$
|
13.08
|
|
|
$
|
13.83
|
|
Net investment income
|
0.34
|
|
|
0.33
|
|
||
Net realized and unrealized (losses) gains
|
(0.21
|
)
|
|
0.07
|
|
||
Total net increase
|
0.13
|
|
|
0.40
|
|
||
Dividends declared to stockholders from net investment income
|
(0.34
|
)
|
|
(0.34
|
)
|
||
Net asset value, March 31, 2016 and March 31, 2015, respectively
|
$
|
12.87
|
|
|
$
|
13.89
|
|
Per share market value, March 31, 2016 and March 31, 2015, respectively
|
$
|
12.64
|
|
|
$
|
14.60
|
|
Total return based on market value(2)
|
(0.31
|
)%
|
|
—
|
%
|
||
Total return based on net asset value(3)
|
0.99
|
%
|
|
2.86
|
%
|
||
Shares outstanding at end of period
|
63,880,437
|
|
|
58,075,605
|
|
||
Average weighted shares outstanding for the period
|
63,934,151
|
|
|
57,998,754
|
|
||
Average net assets for the period
|
$
|
822,010
|
|
|
$
|
806,451
|
|
Ratio to average net assets:
|
|
|
|
|
|
||
Net investment income
|
10.55
|
%
|
|
9.59
|
%
|
||
Total expenses, before waivers/reimbursements
|
10.28
|
%
|
|
9.68
|
%
|
||
Total expenses, net of waivers/reimbursements
|
9.50
|
%
|
|
8.79
|
%
|
||
Average debt outstanding—Holdings Credit Facility
|
$
|
394,710
|
|
|
$
|
449,498
|
|
Average debt outstanding—SBA-guaranteed debentures
|
117,745
|
|
|
37,500
|
|
||
Average debt outstanding—Convertible Notes
|
115,000
|
|
|
115,000
|
|
||
Average debt outstanding—NMFC Credit Facility
|
92,830
|
|
|
31,710
|
|
||
Asset coverage ratio(4)
|
234.95
|
%
|
|
228.75
|
%
|
||
Portfolio turnover
|
1.85
|
%
|
|
4.79
|
%
|
|
(1)
|
Per share data is based on weighted average shares outstanding for the respective period (except for dividends declared to stockholders which is based on actual rate per share).
|
(2)
|
Total return is calculated assuming a purchase of common stock at the opening of the first day of the year and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s dividend reinvestment plan.
|
(3)
|
Total return is calculated assuming a purchase at net asset value on the opening of the first day of the year and a sale at net asset value on the last day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at the net asset value on the last day of the respective quarter.
|
(4)
|
On November 5, 2014, the Company received exemptive relief from the SEC allowing the Company to modify the asset coverage requirement to exclude the SBA-guaranteed debentures from this calculation.
|
|
Deloitte & Touche LLP
30 Rockefeller Plaza
New York, NY 10112
USA
Tel: 212 436 2000
Fax: 212 436 5000
www.deloitte.com
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
statements concerning the impact of a protracted decline in the liquidity of credit markets;
|
•
|
the general economy, including interest and inflation rates, and its impact on the industries in which we invest;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
our ability to make investments consistent with our investment objectives, including with respect to the size, nature and terms of our investments;
|
•
|
the ability of New Mountain Finance Advisers BDC, L.L.C. (the "Investment Adviser") or its affiliates to attract and retain highly talented professionals;
|
•
|
actual and potential conflicts of interest with the Investment Adviser and New Mountain Capital L.L.C. ("New Mountain Capital", defined as New Mountain Capital Group, L.L.C. and its affiliates); and
|
•
|
the risk factors set forth in
Item 1A.—Risk Factors
contained in our annual report on Form 10-K for the year ended
December 31, 2015
.
|
|
(1)
|
Includes amounts committed, not all of which have been drawn down and invested to date, as of
March 31, 2016
.
|
|
*
|
Includes partners of New Mountain Guardian Partners, L.P.
|
**
|
NMFC is the sole limited partner of SBIC LP. NMFC, directly or indirectly through SBIC GP, wholly-owns SBIC LP. NMFC owns 100.0% of SBIC GP which owns 1.0% of SBIC LP. NMFC owns 99.0% of SBIC LP.
|
(1)
|
Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
|
(2)
|
Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
|
a.
|
Bond quotes are obtained through independent pricing services. Internal reviews are performed by the investment professionals of the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. If the Investment Adviser is unable to sufficiently validate the quote(s) internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
|
b.
|
For investments other than bonds, we look at the number of quotes readily available and perform the following:
|
i.
|
Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained;
|
ii.
|
Investments for which one quote is received from a pricing service are validated internally. The investment professionals of the Investment Adviser analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. If the Investment Adviser is unable to sufficiently validate the quote internally and if the investment's par value or its fair value exceeds the materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
|
(3)
|
Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
|
a.
|
Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
|
b.
|
Preliminary valuation conclusions will then be documented and discussed with our senior management;
|
c.
|
If an investment falls into (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds the materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and
|
d.
|
When deemed appropriate by our management, an independent valuation firm may be engaged to review and value investment(s) of a portfolio company, without any preliminary valuation being
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
|
•
|
Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and
|
•
|
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
|
(in thousands)
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
First lien
|
|
$
|
671,710
|
|
|
$
|
—
|
|
|
$
|
328,255
|
|
|
$
|
343,455
|
|
Second lien
|
|
614,957
|
|
|
—
|
|
|
382,364
|
|
|
232,593
|
|
||||
Subordinated
|
|
79,270
|
|
|
—
|
|
|
38,526
|
|
|
40,744
|
|
||||
Equity and other
|
|
124,266
|
|
|
375
|
|
|
18
|
|
|
123,873
|
|
||||
Total investments
|
|
$
|
1,490,203
|
|
|
$
|
375
|
|
|
$
|
749,163
|
|
|
$
|
740,665
|
|
(in thousands)
|
|
|
|
|
|
|
Range
|
|
|||||||||
Type
|
Fair Value as of March 31, 2016
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average
|
|
|||||
First lien
|
$
|
297,695
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
16.0x
|
|
|
9.6x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
6.4
|
%
|
|
15.0
|
%
|
|
10.6
|
%
|
|
|
|
30,635
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
15,125
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
Second lien
|
126,014
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
6.5x
|
|
|
16.5
|
|
|
11.7x
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.1
|
%
|
|
12.8
|
%
|
|
11.8
|
%
|
|
|
|
67,579
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
39,000
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
Subordinated
|
40,744
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
8.5x
|
|
|
7.4x
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.1
|
%
|
|
18.3
|
%
|
|
17.0
|
%
|
|
|
Equity and other
|
121,289
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.5x
|
|
|
12.0x
|
|
|
6.6
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
8.0
|
%
|
|
21.3
|
%
|
|
15.1
|
%
|
|
|
|
1,426
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
9.6
|
|
|
10.0
|
|
|
9.8
|
|
|
|
|
|
|
|
|
|
Volatility
|
|
29.0
|
%
|
|
29.5
|
%
|
|
29.2
|
%
|
|
|
|
|
|
|
|
|
Discount rate
|
|
1.9
|
%
|
|
1.9
|
%
|
|
1.9
|
%
|
|
|
|
1,158
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
N/A
|
|
(1)
|
|
|
$
|
740,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Fair value was determined based on transaction pricing or recent acquisition or sale as the best measure of fair value with no material changes in operations of the related portfolio company since the transaction date.
|
•
|
Investment Rating 1—Investment is performing materially above expectations;
|
•
|
Investment Rating 2—Investment is performing materially in-line with expectations. All new loans are rated 2 at initial purchase;
|
•
|
Investment Rating 3—Investment is performing materially below expectations and risk has increased materially since the original investment; and
|
•
|
Investment Rating 4—Investment is performing substantially below expectations and risks have increased substantially since the original investment. Payments may be delinquent. There is meaningful possibility that we will not recoup our original cost basis in the investment and may realize a substantial loss upon exit.
|
(in millions)
|
|
As of March 31, 2016
|
||||||||||||
Investment Rating
|
|
Par Value(1)
|
|
Percent
|
|
Fair Value
|
|
Percent
|
||||||
Investment Rating 1
|
|
$
|
234.0
|
|
|
15.6
|
%
|
|
$
|
282.9
|
|
|
19.0
|
%
|
Investment Rating 2
|
|
1,162.7
|
|
|
77.4
|
%
|
|
1,155.2
|
|
|
77.5
|
%
|
||
Investment Rating 3
|
|
103.2
|
|
|
6.9
|
%
|
|
51.7
|
|
|
3.5
|
%
|
||
Investment Rating 4
|
|
1.8
|
|
|
0.1
|
%
|
|
0.4
|
|
|
—
|
|
||
|
|
$
|
1,501.7
|
|
|
100.0
|
%
|
|
$
|
1,490.2
|
|
|
100.0
|
%
|
|
(1)
|
Excludes shares and warrants.
|
|
|
Three Months Ended
|
||||||
(in millions)
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
New investments in 7 and 7 portfolio companies, respectively
|
|
$
|
27.6
|
|
|
$
|
67.2
|
|
Debt repayments in existing portfolio companies
|
|
24.4
|
|
|
50.0
|
|
||
Sales of securities in 1 and 10 portfolio companies, respectively
|
|
15.8
|
|
|
43.3
|
|
||
Change in unrealized appreciation on 37 and 42 portfolio companies, respectively
|
|
19.6
|
|
|
33.7
|
|
||
Change in unrealized depreciation on 38 and 31 portfolio companies, respectively
|
|
(34.0
|
)
|
|
(29.2
|
)
|
(in thousands)
|
|
Three Months Ended
March 31, 2016 |
|
Stepped-up
Cost Basis
Adjustments
|
|
Incentive Fee
Adjustments(1)
|
|
Adjusted Three Months Ended
March 31, 2016 |
||||||||
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
|
$
|
37,790
|
|
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
37,761
|
|
Dividend income
|
|
1,639
|
|
|
—
|
|
|
—
|
|
|
1,639
|
|
||||
Other income
|
|
1,547
|
|
|
—
|
|
|
—
|
|
|
1,547
|
|
||||
Total investment income(2)
|
|
40,976
|
|
|
(29
|
)
|
|
—
|
|
|
40,947
|
|
||||
Total expenses pre-incentive fee(3)
|
|
14,024
|
|
|
—
|
|
|
—
|
|
|
14,024
|
|
||||
Pre-Incentive Fee Net Investment Income
|
|
26,952
|
|
|
(29
|
)
|
|
—
|
|
|
26,923
|
|
||||
Incentive fee
|
|
5,385
|
|
|
—
|
|
|
—
|
|
|
5,385
|
|
||||
Post-Incentive Fee Net Investment Income
|
|
21,567
|
|
|
(29
|
)
|
|
—
|
|
|
21,538
|
|
||||
Net realized gains (losses) on investments(4)
|
|
176
|
|
|
(38
|
)
|
|
—
|
|
|
138
|
|
||||
Net change in unrealized (depreciation) appreciation of investments(4)
|
|
(14,386
|
)
|
|
67
|
|
|
—
|
|
|
(14,319
|
)
|
||||
Net change in unrealized (depreciation) appreciation of securities purchased under collateralized agreements to resell
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||
Benefit for taxes
|
|
724
|
|
|
—
|
|
|
—
|
|
|
724
|
|
||||
Capital gains incentive fees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net increase in net assets resulting from operations
|
|
$
|
8,051
|
|
|
|
|
|
|
$
|
8,051
|
|
|
(1)
|
For the
three
months ended
March 31, 2016
, we incurred total incentive fees of
$5.4 million
, of which none was related to the capital gains incentive fee accrual on a hypothetical liquidation basis.
|
(2)
|
Includes income from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
(3)
|
Includes expense waivers and reimbursements of
$0.3 million
and management fee waivers of
$1.3 million
.
|
(4)
|
Includes net realized gains and losses on investments and net change in unrealized appreciation (depreciation) of investments from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
|
|
Three Months Ended
|
|
Percentage
|
|||||||
(in thousands)
|
|
March 31, 2016
|
|
March 31, 2015
|
|
Change
|
|||||
Interest income
|
|
$
|
37,790
|
|
|
$
|
33,347
|
|
|
13
|
%
|
Dividend income
|
|
1,639
|
|
|
1,307
|
|
|
25
|
%
|
||
Other income
|
|
1,547
|
|
|
1,882
|
|
|
(18
|
)%
|
||
Total investment income
|
|
$
|
40,976
|
|
|
$
|
36,536
|
|
|
12
|
%
|
|
|
Three Months Ended
|
|
Percentage
|
|
|||||||
(in thousands)
|
|
March 31, 2016
|
|
March 31, 2015
|
|
Change
|
|
|||||
Management fee
|
|
$
|
6,836
|
|
|
$
|
6,468
|
|
|
|
|
|
Less: management fee waiver
|
|
(1,319
|
)
|
|
(1,382
|
)
|
|
|
|
|
||
Total management fee
|
|
5,517
|
|
|
5,086
|
|
|
8
|
%
|
|
||
Incentive fee
|
|
5,385
|
|
|
4,878
|
|
|
10
|
%
|
|
||
Capital gains incentive fee(1)
|
|
—
|
|
|
481
|
|
|
NM
|
|
*
|
||
Interest and other financing expenses
|
|
6,602
|
|
|
5,477
|
|
|
21
|
%
|
|
||
Professional fees
|
|
877
|
|
|
739
|
|
|
19
|
%
|
|
||
Administrative expenses
|
|
839
|
|
|
635
|
|
|
32
|
%
|
|
||
Other general and administrative expenses
|
|
432
|
|
|
429
|
|
|
1
|
%
|
|
||
Total expenses
|
|
19,652
|
|
|
17,725
|
|
|
11
|
%
|
|
||
Less: expenses waived and reimbursed
|
|
(284
|
)
|
|
(400
|
)
|
|
(29
|
)%
|
|
||
Net expenses before income taxes
|
|
19,368
|
|
|
17,325
|
|
|
12
|
%
|
|
||
Income tax expense
|
|
41
|
|
|
149
|
|
|
(72
|
)%
|
|
||
Net expenses after income taxes
|
|
$
|
19,409
|
|
|
$
|
17,474
|
|
|
11
|
%
|
|
|
(1)
|
Capital gains incentive fee accrual assumes a hypothetical liquidation basis.
|
|
|
Three Months Ended
|
|
Percentage
|
|
||||||
(in thousands)
|
|
March 31, 2016
|
|
March 31, 2015
|
|
Change
|
|
||||
Net realized gains (losses) on investments
|
|
$
|
176
|
|
|
$
|
(133
|
)
|
|
NM
|
*
|
Net change in unrealized (depreciation) appreciation of investments
|
|
(14,386
|
)
|
|
4,486
|
|
|
NM
|
*
|
||
Net change in unrealized (depreciation) appreciation securities purchased under collateralized agreements to resell
|
|
(30
|
)
|
|
—
|
|
|
NM
|
*
|
||
Benefit (provision) for taxes
|
|
724
|
|
|
(501
|
)
|
|
NM
|
*
|
||
Net realized and unrealized losses (gains)
|
|
$
|
(13,516
|
)
|
|
$
|
3,852
|
|
|
NM
|
*
|
|
*
|
Not meaningful.
|
|
|
Three Months Ended
|
||||||
(in millions)
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
Interest expense
|
|
$
|
2.6
|
|
|
$
|
2.9
|
|
Non-usage fee
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Amortization of financing costs
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Weighted average interest rate
|
|
2.6
|
%
|
|
2.6
|
%
|
||
Effective interest rate
|
|
3.2
|
%
|
|
3.0
|
%
|
||
Average debt outstanding
|
|
$
|
394.7
|
|
|
$
|
449.5
|
|
|
|
Three Months Ended
|
|
||||||
(in millions)
|
|
March 31, 2016
|
|
March 31, 2015
|
|
||||
Interest expense
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
Non-usage fee
|
|
$
|
—
|
|
(1)
|
$
|
—
|
|
(1)
|
Amortization of financing costs
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
Weighted average interest rate
|
|
2.9
|
%
|
|
2.7
|
%
|
|
||
Effective interest rate
|
|
3.4
|
%
|
|
4.1
|
%
|
|
||
Average debt outstanding
|
|
$
|
92.8
|
|
|
$
|
31.7
|
|
|
|
(1)
|
For the
three
months ended
March 31, 2016
and
March 31, 2015
, the total non-usage fee was less than $50 thousand.
|
|
March 31, 2016
|
||
Initial conversion premium
|
12.5
|
%
|
|
Initial conversion rate(1)
|
62.7746
|
|
|
Initial conversion price
|
$
|
15.93
|
|
Conversion premium at March 31, 2016
|
11.7
|
%
|
|
Conversion rate at March 31, 2016(1)(2)
|
63.2794
|
|
|
Conversion price at March 31, 2016(2)(3)
|
$
|
15.80
|
|
Last conversion price calculation date
|
June 3, 2015
|
|
|
(1)
|
Conversion rates denominated in shares of common stock per $1.0 thousand principal amount of the Convertible Notes converted.
|
(2)
|
Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
|
(3)
|
The conversion price in effect at
March 31, 2016
was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary, unless the exercise price shall have changed by more than 1.0% before the anniversary.
|
|
|
Three Months Ended
|
||||||
(in millions)
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
Interest expense
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
Amortization of financing costs
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Effective interest rate
|
|
5.7
|
%
|
|
5.7
|
%
|
|
|
Three Months Ended
|
|
||||||
(in millions)
|
|
March 31, 2016
|
|
March 31, 2015
|
|
||||
Interest expense
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
Amortization of financing costs
|
|
$
|
0.1
|
|
|
$
|
—
|
|
(1)
|
Weighted average interest rate
|
|
3.0
|
%
|
|
1.1
|
%
|
|
||
Effective interest rate
|
|
3.4
|
%
|
|
1.4
|
%
|
|
||
Average debt outstanding
|
|
$
|
117.7
|
|
|
$
|
37.5
|
|
|
|
(1)
|
For the
three
months ended
March 31, 2015
, the total amortization of financing costs was less than $50 thousand.
|
|
|
Contractual Obligations Payments
Due by Period (in millions)
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years
|
||||||||||
Holdings Credit Facility(1)
|
|
$
|
397.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397.5
|
|
|
$
|
—
|
|
SBA-guaranteed debentures(2)
|
|
117.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117.7
|
|
|||||
Convertible Notes(3)
|
|
115.0
|
|
|
—
|
|
|
—
|
|
|
115.0
|
|
|
—
|
|
|||||
NMFC Credit Facility(4)
|
|
96.5
|
|
|
—
|
|
|
—
|
|
|
96.5
|
|
|
—
|
|
|||||
Total Contractual Obligations
|
|
$
|
726.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
609.0
|
|
|
$
|
117.7
|
|
|
(1)
|
Under the terms of the
$495.0 million
Holdings Credit Facility, all outstanding borrowings under that facility (
$397.5 million
as of
March 31, 2016
) must be repaid on or before December 18, 2019. As of
March 31, 2016
, there was approximately
$97.5 million
of possible capacity remaining under the Holdings Credit Facility.
|
(2)
|
Our SBA-guaranteed debentures will begin to mature on March 1, 2025.
|
(3)
|
The
$115.0 million
Convertible Notes will mature on June 15, 2019 unless earlier converted or repurchased at the holder’s option.
|
(4)
|
Under the terms of the
$110.0 million
NMFC Credit Facility, all outstanding borrowings under that facility (
$96.5 million
as of
March 31, 2016
) must be repaid on or before June 4, 2019. As of
March 31, 2016
, there was approximately
$13.5 million
of possible capacity remaining under the NMFC Credit Facility.
|
Fiscal Year Ended
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Per Share
Amount
|
|
|
||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||
First Quarter
|
|
February 22, 2016
|
|
March 17, 2016
|
|
March 31, 2016
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.34
|
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
November 3, 2015
|
|
December 16, 2015
|
|
December 30, 2015
|
|
$
|
0.34
|
|
|
|
Third Quarter
|
|
August 4, 2015
|
|
September 16, 2015
|
|
September 30, 2015
|
|
0.34
|
|
|
|
|
Second Quarter
|
|
May 5, 2015
|
|
June 16, 2015
|
|
June 30, 2015
|
|
0.34
|
|
|
|
|
First Quarter
|
|
February 23, 2015
|
|
March 17, 2015
|
|
March 31, 2015
|
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.36
|
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
November 4, 2014
|
|
December 16, 2014
|
|
December 30, 2014
|
|
$
|
0.34
|
|
|
|
Third Quarter
|
|
August 5, 2014
|
|
September 16, 2014
|
|
September 30, 2014
|
|
0.34
|
|
|
|
|
Third Quarter
|
|
July 30, 2014
|
|
August 20, 2014
|
|
September 3, 2014
|
|
0.12
|
|
|
(1)
|
|
Second Quarter
|
|
May 6, 2014
|
|
June 16, 2014
|
|
June 30, 2014
|
|
0.34
|
|
|
|
|
First Quarter
|
|
March 4, 2014
|
|
March 17, 2014
|
|
March 31, 2014
|
|
0.34
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.48
|
|
|
|
|
(1)
|
Special dividend related to estimated realized capital gains attributable to the Predecessor Operating Company's warrant investments in Learning Care Group (US), Inc.
|
•
|
We have entered into the Investment Management Agreement with the Investment Adviser, a wholly-owned subsidiary of New Mountain Capital. Therefore, New Mountain Capital is entitled to any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of the Investment Management Agreement, less expenses incurred by the Investment Adviser in performing its services under the Investment Management Agreement.
|
•
|
We have entered into an Administration Agreement with the Administrator, a wholly-owned subsidiary of New Mountain Capital. The Administrator arranges our office space and provides office equipment and administrative services necessary to conduct our respective day-to-day operations pursuant to the Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, which includes the fees and expenses associated with performing administrative, finance, and compliance functions, and the compensation of our chief financial officer and chief compliance officer and their respective staffs. Pursuant to the Administration Agreement and further
|
•
|
We, the Investment Adviser and the Administrator have entered into a royalty-free Trademark License Agreement, as amended, with New Mountain Capital, pursuant to which New Mountain Capital has agreed to grant us, the Investment Adviser and the Administrator, a non-exclusive, royalty-free license to use the name "New Mountain" and "New Mountain Finance".
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Change in Interest Rates
|
|
Estimated
Percentage
Change in Interest
Income Net of
Interest Expense (unaudited)
|
|
|
|
-25 Basis Points
|
|
1.01
|
%
|
|
(1)
|
Base Interest Rate
|
|
—
|
%
|
|
|
+100 Basis Points
|
|
1.18
|
%
|
|
|
+200 Basis Points
|
|
7.71
|
%
|
|
|
+300 Basis Points
|
|
14.56
|
%
|
|
|
|
(1)
|
Limited to the lesser of the
March 31, 2016
LIBOR rates or a decrease of 25 basis points.
|
Item 4.
|
Controls and Procedures
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Controls Over Financial Reporting
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased
|
|
Weighted Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
January 2016
|
|
22,138
|
|
|
$
|
12.85
|
|
|
—
|
|
|
$
|
—
|
|
February 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
March 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
22,138
|
|
|
$
|
12.85
|
|
|
—
|
|
|
$
|
—
|
|
(in thousands, except shares and per share data)
|
|
Total Number of
|
|
Weighted Average Price
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under
|
||||||
Period
|
|
Shares Purchased
|
|
Paid Per Share(1)
|
|
or Programs
|
|
the Plans or Programs
|
||||||
January 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
February 2016
|
|
124,950
|
|
|
11.47
|
|
|
124,950
|
|
|
48,567
|
|
||
March 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
124,950
|
|
|
$
|
11.47
|
|
|
124,950
|
|
|
|
|
(1)
|
Amount includes commissions paid.
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
(a)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
3.1(a)
|
|
|
Amended and Restated Certificate of Incorporation of New Mountain Finance Corporation(2)
|
|
|
|
|
3.1(b)
|
|
|
Certificate of Change of Registered Agent and/or Registered Office of New Mountain Finance Corporation(3)
|
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of New Mountain Finance Corporation(2)
|
|
|
|
|
4.1
|
|
|
Form of Stock Certificate of New Mountain Finance Corporation(1)
|
|
|
|
|
4.2
|
|
|
Indenture by and between New Mountain Finance Corporation, as Issuer, and U.S. Bank National Association, as Trustee, dated June 3, 2014(7)
|
|
|
|
|
4.3
|
|
|
Form of Global Note 5.00% Convertible Senior Note Due 2019 (included as part of Exhibit 4.2)(7)
|
|
|
|
|
10.1
|
|
|
Second Amended and Restated Loan and Security Agreement, dated as of December 18, 2014, by and among New Mountain Finance Corporation, as the collateral manager, New Mountain Finance Holdings, L.L.C., as the borrower, Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo, National Association, as lender and custodian(9)
|
|
|
|
|
10.2
|
|
|
Form of Variable Funding Note of New Mountain Finance Holdings, L.L.C., as the Borrower(1)
|
|
|
|
|
10.3
|
|
|
Form of Amended and Restated Account Control Agreement among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent and Wells Fargo Bank, National Association, as Securities Intermediary(1)
|
|
|
|
|
10.4
|
|
|
Form of Senior Secured Revolving Credit Agreement, by and between New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Syndication Agent, dated June 4, 2014(8)
|
|
|
|
|
10.5
|
|
|
Form of Guarantee and Security Agreement dated June 4, 2014, among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent(8)
|
|
|
|
|
10.6
|
|
|
Amendment No. 1, dated December 29, 2014, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Bank USA, as Administrative Agent and Syndication Agent(10)
|
|
|
|
|
10.7
|
|
|
Amendment No. 2, dated June 26, 2015, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Bank USA, as Administrative Agent and Issuing Bank(12)
|
|
|
|
|
10.8
|
|
|
Commitment Increase Agreement, dated March 23, 2016, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Issuing Bank(13)
|
|
|
|
|
10.9
|
|
|
Commitment Increase Agreement, dated May 4, 2016, to the Senior Secured Revolving Credit Agreement dated June 4, 2014, by and among New Mountain Finance Corporation, as Borrower, and Goldman Sachs Bank USA, as Administrative Agent and Issuing Bank
|
|
|
|
|
10.10
|
|
|
Investment Advisory and Management Agreement by and between New Mountain Finance Corporation and New Mountain Finance Advisers BDC, LLC(6)
|
|
|
|
|
10.11
|
|
|
Form of Safekeeping Agreement among New Mountain Finance Holdings, L.L.C., Wells Fargo Securities, LLC as the Administrative Agent and Wells Fargo Bank, National Association, as Safekeeping Agent(1)
|
|
|
|
|
10.12
|
|
|
Custody Agreement by and between New Mountain Finance Corporation and U.S. Bank National Association(5)
|
|
|
|
|
10.13
|
|
|
Second Amended and Restated Administration Agreement(11)
|
|
|
|
|
10.14
|
|
|
Form of Trademark License Agreement(1)
|
|
|
|
Exhibit
Number
|
|
Description
|
|
10.15
|
|
|
Amendment No. 1 to Trademark License Agreement(4)
|
|
|
|
|
10.16
|
|
|
Form of Indemnification Agreement by and between New Mountain Finance Corporation and each director(1)
|
|
|
|
|
10.17
|
|
|
Dividend Reinvestment Plan(2)
|
|
|
|
|
10.18
|
|
|
Limited Liability Company Agreement of NMFC Senior Loan Program II LLC, dated March 9, 2016
|
|
|
|
|
10.19
|
|
|
Form of Note Purchase Agreement relating to 5.313% Senior Notes due 2021, dated as of May 4, 2016, by and between New Mountain Finance Corporation and the purchaser party thereto
|
|
|
|
|
11.1
|
|
|
Computation of Per Share Earnings for New Mountain Finance Corporation (included in the notes to the financial statements contained in this report)
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
|
|
(1)
|
Previously filed in connection with New Mountain Finance Holdings, L.L.C.’s registration statement on Form N-2 Pre-Effective Amendment No. 3 (File Nos. 333-168280 and 333-172503) filed on May 9, 2011.
|
(2)
|
Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on August 11, 2011.
|
(3)
|
Previously filed in connection with New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation report on Form 8-K filed on August 25, 2011.
|
(4)
|
Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on November 14, 2011.
|
(5)
|
Previously filed in connection with New Mountain Finance Corporation’s registration statement on Form N-2 Post-Effective Amendment No. 2 (File Nos. 333-189706 and 333-189707) filed on April 11, 2014.
|
(6)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on May 8, 2014.
|
(7)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on June 4, 2014.
|
(8)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on June 10, 2014.
|
(9)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on December 23, 2014.
|
(10)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on January 5, 2015.
|
(11)
|
Previously filed in connection with New Mountain Finance Corporation’s quarterly report on Form 10-Q filed on May 5, 2015.
|
(12)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on June 30, 2015.
|
(13)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on March 29, 2016.
|
|
NEW MOUNTAIN FINANCE CORPORATION
|
|
|
|
|
|
By:
|
/s/ ROBERT A. HAMWEE
|
|
|
Robert A. Hamwee
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ SHIRAZ Y. KAJEE
|
|
|
Shiraz Y. Kajee
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial and Accounting Officer)
|
Increasing Lenders
|
Commitment
|
Upfront Fee
|
Stifel Bank & Trust
|
$2,500,000 (Dollar)
1
|
$6,250
|
Morgan Stanley Bank, N.A.
|
$10,000,000 (Multicurrency)
2
|
$25,000
|
|
1
|
As of the Commitment Increase Date, Stifel Bank & Trust's total Commitment under the Credit Agreement will be $17,500,000.
|
2
|
As of the Commitment Increase Date, Morgan Stanley Bank, N.A.'s total Commitment under the Credit Agreement will be $42,000,000.
|
ARTICLE 1
|
DEFINITIONS
|
1
|
|
|
|
|
|
ARTICLE 2
|
GENERAL PROVISIONS
|
6
|
|
|
|
|
|
Section 2.1
|
Formation of the Limited Liability Company
|
6
|
|
Section 2.2
|
Company Name
|
6
|
|
Section 2.3
|
Place of Business; Agent for Service of Process
|
6
|
|
Section 2.4
|
Principal Purpose and Powers of the Company
|
7
|
|
Section 2.5
|
Fiscal Year
|
8
|
|
Section 2.6
|
Liability of Members
|
8
|
|
Section 2.7
|
Member List
|
8
|
|
Section 2.8
|
Member Representations and Warranties
|
8
|
|
Section 2.9
|
Separate Legal Entity
|
9
|
|
|
|
|
|
ARTICLE 3
|
COMPANY CAPITAL AND INTERESTS
|
11
|
|
|
|
|
|
Section 3.1
|
Capital Commitments; Capital Contributions
|
11
|
|
Section 3.2
|
Temporary Advances
|
12
|
|
Section 3.3
|
Defaulting Members
|
13
|
|
Section 3.4
|
Interest or Withdrawals
|
14
|
|
|
|
|
|
ARTICLE 4
|
ALLOCATIONS
|
14
|
|
|
|
|
|
Section 4.1
|
Capital Accounts
|
14
|
|
Section 4.2
|
General Allocations
|
14
|
|
Section 4.3
|
Changes of Interests
|
15
|
|
Section 4.4
|
Income Taxes and Tax Capital Accounts
|
15
|
|
|
|
|
|
ARTICLE 5
|
DISTRIBUTIONS
|
16
|
|
|
|
|
|
Section 5.1
|
General
|
16
|
|
Section 5.2
|
Withholding
|
16
|
|
Section 5.3
|
Reserves; Certain Limitations; Distributions in Kind
|
17
|
|
|
|
|
|
ARTICLE 6
|
MANAGEMENT OF COMPANY
|
18
|
|
|
|
|
|
Section 6.1
|
Management Generally; Approval of Administrative
|
|
|
|
Services Agreement
|
18
|
|
Section 6.2
|
Composition of the Board
|
18
|
|
Section 6.3
|
Meetings of the Board
|
19
|
|
Section 6.4
|
Quorum; Acts of the Board
|
19
|
|
Section 6.5
|
Participation in Meetings by Electronic Communications
|
20
|
|
Section 6.6
|
Compensation of Board Members; Expenses
|
20
|
|
Section 6.7
|
Removal of Board Members
|
20
|
|
Section 6.8
|
Board as Agent
|
21
|
|
Section 6.9
|
Officers
|
21
|
|
Section 6.10
|
Officers as Agents
|
21
|
|
Section 6.11
|
Duties of Board, Board Members and Officers;
|
|
|
|
Disclaimer of Duties
|
21
|
|
Section 6.12
|
Reliance by Third Parties
|
22
|
|
Section 6.13
|
Allocation of Investment Opportunities
|
22
|
|
Section 6.14
|
Indemnification; Exculpation
|
22
|
|
Section 6.15
|
Tax Matters Member
|
25
|
|
|
|
|
|
ARTICLE 7
|
TRANSFERS OF COMPANY INTERESTS; WITHDRAWALS
|
25
|
|
|
|
|
|
Section 7.1
|
Transfers by Members
|
25
|
|
Section 7.2
|
Withdrawal by Members
|
27
|
|
|
|
|
|
ARTICLE 8
|
TERM, DISSOLUTION AND LIQUIDATION OF COMPANY
|
27
|
|
|
|
|
|
Section 8.1
|
Term
|
27
|
|
Section 8.2
|
Dissolution
|
27
|
|
Section 8.3
|
Wind-Up
|
28
|
|
|
|
|
|
ARTICLE 9
|
ACCOUNTING, REPORTING AND VALUATION
|
|
|
|
PROVISIONS
|
30
|
|
|
|
|
|
Section 9.1
|
Books and Accounts
|
30
|
|
Section 9.2
|
Financial Reports; Tax Return
|
31
|
|
Section 9.3
|
Confidentiality
|
32
|
|
Section 9.4
|
Valuation
|
34
|
|
|
|
|
|
ARTICLE 10
|
MISCELLANEOUS PROVISIONS
|
35
|
|
|
|
|
|
Section 10.1
|
Power of Attorney
|
35
|
|
Section 10.2
|
Determination of Disputes
|
36
|
|
Section 10.3
|
Certificate of Formation; Other Documents
|
36
|
|
Section 10.4
|
Force Majeure
|
36
|
|
Section 10.5
|
Notice of Litigation or Regulatory Proceedings
|
36
|
|
Section 10.6
|
Applicable Law
|
37
|
|
Section 10.7
|
Waivers
|
37
|
|
Section 10.8
|
Notices
|
37
|
|
Section 10.9
|
Construction
|
37
|
|
Section 10.10
|
Amendments
|
38
|
|
Section 10.11
|
Legal Counsel
|
39
|
|
Section 10.12
|
Execution
|
39
|
|
Section 10.13
|
Binding Effect
|
39
|
|
Section 10.14
|
Severability
|
39
|
|
Section 10.15
|
Computation of Time
|
39
|
|
Section 10.16
|
Entire Agreement
|
40
|
|
Member
|
Address
|
Capital Commitment
|
Capital Contributions
(since Formation) |
Proportionate
Share
|
SkyKnight Income, LLC
|
SkyKnight Capital, L.P.
555 12
th
Street, Suite 2130
Oakland, CA 94607
|
$20,600,000
|
$0
|
20.6%
|
New Mountain Finance Corporation
|
787 Seventh Avenue, 48th Floor, New York, NY 10019
|
$79,400,000
|
$0
|
79.4%
|
Asset
|
Value
|
Cash
|
$0
|
Other Assets
|
$0
|
|
|
Total
|
$0
|
Asset
|
Value
|
Cash
|
$0
|
Other Assets
|
$0
|
|
|
Total
|
$0
|
Member
|
% of Total Capital
Commitments |
Capital Commitment
|
SkyKnight Income, LLC
|
20.6%
|
$20,600,000
|
New Mountain Finance
Corporation
|
79.6%
|
$79,400,000
|
Total
|
100%
|
$100,000,000
|
|
TABLE OF CONTENTS
|
|
|
|
|
SECTION
|
HEADING
|
PAGE
|
|
|
|
SECTION 1.
|
AUTHORIZATION OF NOTES; INTEREST RATE
|
1
|
|
|
|
Section 1.1.
|
Authorization of Notes
|
1
|
Section 1.2.
|
Changes in Interest Rate
|
1
|
|
|
|
SECTION 2.
|
SALE AND PURCHASE OF NOTES
|
3
|
|
|
|
SECTION 3.
|
CLOSING
|
3
|
|
|
|
SECTION 4.
|
CONDITIONS TO CLOSING
|
4
|
|
|
|
Section 4.1.
|
Representations and Warranties
|
4
|
Section 4.2.
|
Performance; No Default
|
4
|
Section 4.3.
|
Compliance Certificates
|
4
|
Section 4.4.
|
Opinions of Counsel
|
4
|
Section 4.5.
|
Purchase Permitted By Applicable Law, Etc
|
5
|
Section 4.6.
|
Sale of Other Notes
|
5
|
Section 4.7.
|
Payment of Special Counsel Fees
|
5
|
Section 4.8.
|
Private Placement Number
|
5
|
Section 4.9.
|
Changes in Corporate Structure
|
5
|
Section 4.10.
|
Funding Instructions
|
5
|
Section 4.11.
|
Rating
|
5
|
Section 4.12.
|
Consent of Holders of Other Indebtedness
|
5
|
Section 4.13.
|
Proceedings and Documents
|
6
|
|
|
|
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
6
|
|
|
|
Section 5.1.
|
Organization; Power and Authority
|
6
|
Section 5.2.
|
Authorization, Etc
|
6
|
Section 5.3.
|
Disclosure
|
6
|
Section 5.4.
|
Organization and Ownership of Shares of Subsidiaries; Affiliates
|
7
|
Section 5.5.
|
Financial Statements; Material Liabilities
|
8
|
Section 5.6.
|
Compliance with Laws, Other Instruments, Etc
|
8
|
Section 5.7.
|
Governmental Authorizations, Etc
|
8
|
Section 5.8.
|
Litigation; Observance of Agreements, Statutes and Orders
|
8
|
Section 5.9.
|
Taxes
|
9
|
Section 5.10.
|
Title to Property; Leases
|
9
|
Section 5.11.
|
Licenses, Permits, Etc
|
9
|
Section 5.12.
|
Compliance with ERISA
|
10
|
Section 5.13.
|
Private Offering by the Company
|
10
|
Section 5.14.
|
Use of Proceeds; Margin Regulations
|
10
|
Section 5.15.
|
Existing Indebtedness; Future Liens
|
10
|
Section 5.16.
|
Foreign Assets Control Regulations, Etc
|
11
|
Section 5.17.
|
Status under Certain Statutes
|
13
|
Section 5.18.
|
Environmental Matters
|
13
|
Section 5.19.
|
Investment Company Act
|
14
|
|
|
|
SECTION 6.
|
REPRESENTATIONS OF THE PURCHASERS
|
14
|
|
|
|
Section 6.1.
|
Purchase for Investment
|
14
|
Section 6.2.
|
Source of Funds
|
14
|
|
|
|
SECTION 7.
|
INFORMATION AS TO COMPANY
|
16
|
|
|
|
Section 7.1.
|
Financial and Business Information
|
16
|
Section 7.2.
|
Officer’s Certificate
|
18
|
Section 7.3.
|
Visitation
|
19
|
Section 7.4.
|
Electronic Delivery
|
19
|
|
|
|
SECTION 8.
|
PAYMENT AND PREPAYMENT OF THE NOTES
|
20
|
|
|
|
Section 8.1.
|
Maturity
|
20
|
Section 8.2.
|
Optional Prepayments with Make-Whole Amount
|
20
|
Section 8.3.
|
Allocation of Partial Prepayments
|
20
|
Section 8.4.
|
Maturity; Surrender, Etc.
|
20
|
Section 8.5.
|
Purchase of Notes
|
21
|
Section 8.6.
|
Make-Whole Amount
|
21
|
Section 8.7.
|
Payments Due on Non-Business Days
|
23
|
Section 8.8.
|
Change in Control
|
23
|
Section 8.9.
|
Prepayment on Minimum Unsecured Debt Deficiency
|
|
|
Without Make-Whole
|
24
|
Section 8.10.
|
Prepayment on Below Investment Grade Event
|
|
|
Without Make-Whole
|
25
|
|
|
|
SECTION 9.
|
AFFIRMATIVE CEOVENANTS
|
26
|
|
|
|
Section 9.1.
|
Compliance with Law
|
26
|
Section 9.2.
|
Insurance
|
26
|
Section 9.3.
|
Maintenance of Properties
|
26
|
Section 9.4.
|
Payment of Taxes and Claims
|
27
|
Section 9.5.
|
Corporate Existence, Etc
|
27
|
Section 9.6.
|
Books and Records
|
27
|
Section 9.7
|
Subsidiary Guarantors
|
27
|
Section 9.8.
|
Rating Confirmation.
|
28
|
Section 9.9.
|
Status of RIC and BDC
|
28
|
|
|
|
SECTION 10.
|
NEGATIVE COVENANTS
|
29
|
|
|
|
Section 10.1.
|
Transactions with Affiliates
|
29
|
Section 10.2.
|
Fundamental Changes
|
29
|
Section 10.3.
|
Line of Business
|
30
|
Section 10.4.
|
Terrorism Sanctions Regulations
|
30
|
Section 10.5.
|
Liens
|
31
|
Section 10.6.
|
Restricted Payments.
|
31
|
Section 10.7.
|
Certain Financial Covenants
|
31
|
Section 10.8.
|
Most Favored Lender Status
|
31
|
|
|
|
SECTION 11.
|
EVENTS OF DEFAULT
|
33
|
|
|
|
SECTION 12.
|
REMEDIES ON DEFAULT, ETC
|
35
|
|
|
|
Section 12.1.
|
Acceleration
|
35
|
Section 12.2.
|
Other Remedies
|
36
|
Section 12.3.
|
Rescission
|
36
|
Section 12.4.
|
No Waivers or Election of Remedies, Expenses, Etc
|
36
|
|
|
|
SECTION 13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
|
37
|
|
|
|
Section 13.1.
|
Registration of Notes
|
37
|
Section 13.2.
|
Transfer and Exchange of Notes
|
37
|
Section 13.3.
|
Replacement of Notes
|
37
|
|
|
|
SECTION 14.
|
PAYMENTS OF NOTES
|
38
|
|
|
|
Section 14.1.
|
Place of Payment
|
38
|
Section 14.2.
|
Home Office Payment
|
38
|
|
|
|
SECTION 15.
|
EXPENSES, ETC
|
38
|
|
|
|
Section 15.1.
|
Transaction Expenses
|
38
|
Section 15.2.
|
Survival
|
39
|
|
|
|
SECTION 16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
|
|
|
ENTIRE AGREEMENT
|
39
|
|
|
|
SECTION 17.
|
AMENDMENT AND WAIVER
|
40
|
|
|
|
Section 17.1.
|
Requirements
|
40
|
Section 17.2.
|
Solicitation of Holders of Notes
|
40
|
Section 17.3.
|
Binding Effect, etc
|
41
|
Section 17.4.
|
Notes Held by Company, Etc
|
41
|
|
|
|
SECTION 18.
|
NOTICES
|
41
|
|
|
|
SECTION 19.
|
REPRODUCTION OF DOCUMENTS
|
42
|
|
|
|
SECTION 20.
|
CONFIDENTIAL INFORMATION
|
42
|
|
|
|
SECTION 21.
|
SUBSTITUTION OF PURCHASER
|
43
|
|
|
|
SECTION 22.
|
MISCELLANEOUS
|
43
|
|
|
|
SCHEDULE A -
|
DEFINED TERMS
|
SCHEDULE 1 -
|
FORM OF 5.313% SENIOR NOTE DUE MAY 15, 2021
|
SCHEDULE 4.4(a) -
|
FORM OF OPINION OF SPECIAL COUNSEL FOR THE COMPANY
|
SCHEDULE 4.4(b) -
|
FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS
|
SCHEDULE 5.3 -
|
DISCLOSURE MATERIALS
|
SCHEDULE 5.4 -
|
SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
|
SCHEDULE 5.5 -
|
FINANCIAL STATEMENTS
|
SCHEDULE 5.15 -
|
EXISITING INDEBTEDNESS
|
SCHEDULE 10.1 -
|
AFFILIATE TRANSACTIONS
|
SCHEDULE B -
|
INFORMATION RELATING TO PURCHASERS
|
SECTION 1.
|
AUTHORIZATION OF NOTES; INTEREST RATE
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 2.
|
SALE AND PURCHASE OF NOTES.
|
SECTION 3.
|
CLOSING.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 4.
|
CONDITIONS TO CLOSING.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 6.
|
REPRESENTATIONS OF THE PURCHASERS.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 7.
|
INFORMATION AS TO COMPANY.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 8.
|
PAYMENT AND PREPAYMENT OF THE NOTES.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 9.
|
AFFIRMATIVE COVENANTS.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 10.
|
NEGATIVE COVENANTS.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 11.
|
EVENTS OF DEFAULT.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 12.
|
REMEDIES ON DEFAULT, ETC.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 13.
|
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 14.
|
PAYMENTS ON NOTES.
|
SECTION 15.
|
EXPENSES, ETC.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 16.
|
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 17.
|
AMENDMENT AND WAIVER.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 18.
|
NOTICES.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 19.
|
REPRODUCTION OF DOCUMENTS.
|
SECTION 20.
|
CONFIDENTIAL INFORMATION
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
SECTION 21.
|
SUBSTITUTION OF PURCHASER.
|
SECTION 22.
|
MISCELLANEOUS.
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
|
|
Very truly yours,
|
|
|
|
|
|
|
|
NEW MOUNTAIN FINANCE CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Shiraz Y. Kajee
|
|
|
|
Name: Shiraz Y. Kajee
|
|
|
|
Title: Chief Financial Officer and Treasurer
|
|
NEW MOUNTAIN FINANCE CORPORATION
|
NOTE PURCHASE AGREEMENT
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SUN LIFE & HEALTH INSURANCE COMPANY
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(U.S.)
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By:
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/s/ Ann C. King
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Name: Ann C. King
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Title: Assistant Vice President and Senior Counsel
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By:
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/s/ David Belanger
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Name: David Belanger
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Title: Managing Director
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Private Fixed Income
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SUN LIFE ASSURANCE COMPANY OF CANADA
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By:
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/s/ Ann C. King
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Name: Ann C. King
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Title: Assistant Vice President and Senior Counsel
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By:
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/s/ David Belanger
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Name: David Belanger
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Title: Managing Director
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Private Fixed Income
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No. [_____]
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[Date]
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$[_______]
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PPN: 647551 A* 1
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NEW MOUNTAIN FINANCE CORPORATION
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By:
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Title
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1.
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I have reviewed this quarterly report on Form 10-Q of New Mountain Finance Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ ROBERT A. HAMWEE
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Robert A. Hamwee
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1.
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I have reviewed this quarterly report on Form 10-Q of New Mountain Finance Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ SHIRAZ Y. KAJEE
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Shiraz Y. Kajee
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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/s/ ROBERT A. HAMWEE
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Name:
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Robert A. Hamwee
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Date:
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May 4, 2016
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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/s/ SHIRAZ Y. KAJEE
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Name:
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Shiraz Y. Kajee
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Date:
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May 4, 2016
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