|
|
|
|
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, 48th 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
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
|
|
|
Description
|
|
Shares as of May 7, 2018
|
Common stock, par value $0.01 per share
|
|
75,935,093
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
|
||
Investments at fair value
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments (cost of $1,563,275 and $1,438,889, respectively)
|
$
|
1,583,047
|
|
|
$
|
1,462,182
|
|
Non-controlled/affiliated investments (cost of $152,521 and $180,380, respectively)
|
155,729
|
|
|
178,076
|
|
||
Controlled investments (cost of $229,862 and $171,958, respectively)
|
239,147
|
|
|
185,402
|
|
||
Total investments at fair value (cost of $1,945,658 and $1,791,227, respectively)
|
1,977,923
|
|
|
1,825,660
|
|
||
Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000 respectively)
|
25,200
|
|
|
25,212
|
|
||
Cash and cash equivalents
|
29,636
|
|
|
34,936
|
|
||
Interest and dividend receivable
|
36,767
|
|
|
31,844
|
|
||
Receivable from affiliates
|
651
|
|
|
343
|
|
||
Other assets
|
8,242
|
|
|
10,023
|
|
||
Total assets
|
$
|
2,078,419
|
|
|
$
|
1,928,018
|
|
Liabilities
|
|
|
|
|
|
||
Borrowings
|
|
|
|
||||
Holdings Credit Facility
|
$
|
355,663
|
|
|
$
|
312,363
|
|
Unsecured Notes
|
235,000
|
|
|
145,000
|
|
||
Convertible Notes
|
155,385
|
|
|
155,412
|
|
||
SBA-guaranteed debentures
|
150,000
|
|
|
150,000
|
|
||
NMFC Credit Facility
|
95,000
|
|
|
122,500
|
|
||
Deferred financing costs (net of accumulated amortization of $17,885 and $16,578, respectively)
|
(16,012
|
)
|
|
(15,777
|
)
|
||
Net borrowings
|
975,036
|
|
|
869,498
|
|
||
Payable for unsettled securities purchased
|
29,841
|
|
|
—
|
|
||
Management fee payable
|
14,435
|
|
|
7,065
|
|
||
Incentive fee payable
|
13,105
|
|
|
6,671
|
|
||
Interest payable
|
7,201
|
|
|
5,107
|
|
||
Payable to affiliates
|
2,076
|
|
|
863
|
|
||
Deferred tax liability
|
812
|
|
|
894
|
|
||
Other liabilities
|
2,912
|
|
|
2,945
|
|
||
Total liabilities
|
1,045,418
|
|
|
893,043
|
|
||
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, 75,935,093 and 75,935,903 shares issued and outstanding, respectively
|
759
|
|
|
759
|
|
||
Paid in capital in excess of par
|
1,053,468
|
|
|
1,053,468
|
|
||
Accumulated undistributed net investment income
|
39,083
|
|
|
39,165
|
|
||
Accumulated undistributed net realized losses on investments
|
(76,475
|
)
|
|
(76,681
|
)
|
||
Net unrealized appreciation (depreciation) (net of provision for taxes of $812 and $894, respectively)
|
16,166
|
|
|
18,264
|
|
||
Total net assets
|
$
|
1,033,001
|
|
|
$
|
1,034,975
|
|
Total liabilities and net assets
|
$
|
2,078,419
|
|
|
$
|
1,928,018
|
|
Number of shares outstanding
|
75,935,093
|
|
|
75,935,093
|
|
||
Net asset value per share
|
$
|
13.60
|
|
|
$
|
13.63
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Investment income
|
|
|
|
||||
From non-controlled/non-affiliated investments:
|
|
|
|
||||
Interest income
|
$
|
35,436
|
|
|
$
|
32,876
|
|
Dividend income
|
486
|
|
|
39
|
|
||
Non-cash dividend income
|
1,324
|
|
|
12
|
|
||
Other income
|
2,868
|
|
|
2,265
|
|
||
From non-controlled/affiliated investments:
|
|
|
|
||||
Interest income
|
102
|
|
|
647
|
|
||
Dividend income
|
845
|
|
|
1,004
|
|
||
Non-cash dividend income
|
4,009
|
|
|
644
|
|
||
Other income
|
302
|
|
|
298
|
|
||
From controlled investments:
|
|
|
|
||||
Interest income
|
1,201
|
|
|
475
|
|
||
Dividend income
|
4,239
|
|
|
4,213
|
|
||
Non-cash dividend income
|
1,454
|
|
|
821
|
|
||
Other income
|
623
|
|
|
13
|
|
||
Total investment income
|
52,889
|
|
|
43,307
|
|
||
Expenses
|
|
|
|
||||
Incentive fee
|
6,434
|
|
|
5,408
|
|
||
Management fee
|
8,692
|
|
|
7,614
|
|
||
Interest and other financing expenses
|
11,290
|
|
|
8,376
|
|
||
Professional fees
|
694
|
|
|
850
|
|
||
Administrative expenses
|
939
|
|
|
708
|
|
||
Other general and administrative expenses
|
410
|
|
|
466
|
|
||
Total expenses
|
28,459
|
|
|
23,422
|
|
||
Less: management and incentive fees waived (See Note 5)
|
(1,322
|
)
|
|
(3,156
|
)
|
||
Less: expenses waived and reimbursed (See Note 5)
|
—
|
|
|
(470
|
)
|
||
Net expenses
|
27,137
|
|
|
19,796
|
|
||
Net investment income before income taxes
|
25,752
|
|
|
23,511
|
|
||
Income tax expense
|
16
|
|
|
80
|
|
||
Net investment income
|
25,736
|
|
|
23,431
|
|
||
Net realized gains (losses):
|
|
|
|
||||
Non-controlled/non-affiliated investments
|
206
|
|
|
826
|
|
||
Net change in unrealized appreciation (depreciation):
|
|
|
|
||||
Non-controlled/non-affiliated investments
|
(3,521
|
)
|
|
7,979
|
|
||
Non-controlled/affiliated investments
|
1,809
|
|
|
(296
|
)
|
||
Controlled investments
|
(456
|
)
|
|
(1,478
|
)
|
||
Securities purchased under collateralized agreements to resell
|
(12
|
)
|
|
(800
|
)
|
||
Benefit for taxes
|
82
|
|
|
755
|
|
||
Net realized and unrealized gains (losses)
|
(1,892
|
)
|
|
6,986
|
|
||
Net increase in net assets resulting from operations
|
$
|
23,844
|
|
|
$
|
30,417
|
|
Basic earnings per share
|
$
|
0.31
|
|
|
$
|
0.44
|
|
Weighted average shares of common stock outstanding - basic (See Note 11)
|
75,935,093
|
|
|
69,718,968
|
|
||
Diluted earnings per share
|
$
|
0.30
|
|
|
$
|
0.40
|
|
Weighted average shares of common stock outstanding - diluted (See Note 11)
|
85,759,220
|
|
|
79,543,095
|
|
||
Distributions declared and paid per share
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Increase (decrease) in net assets resulting from operations:
|
|
|
|
||||
Net investment income
|
$
|
25,736
|
|
|
$
|
23,431
|
|
Net realized gains on investments
|
206
|
|
|
826
|
|
||
Net change in unrealized (depreciation) appreciation of investments
|
(2,168
|
)
|
|
6,205
|
|
||
Net change in unrealized (depreciation) appreciation of securities purchased under collateralized agreements to resell
|
(12
|
)
|
|
(800
|
)
|
||
Benefit for taxes
|
82
|
|
|
755
|
|
||
Net increase in net assets resulting from operations
|
23,844
|
|
|
30,417
|
|
||
Capital transactions
|
|
|
|
||||
Distributions declared to stockholders from net investment income
|
(25,818
|
)
|
|
(23,704
|
)
|
||
Reinvestment of distributions
|
—
|
|
|
1,548
|
|
||
Other
|
—
|
|
|
(81
|
)
|
||
Total net decrease in net assets resulting from capital transactions
|
(25,818
|
)
|
|
(22,237
|
)
|
||
Net (decrease) increase in net assets
|
(1,974
|
)
|
|
8,180
|
|
||
Net assets at the beginning of the period
|
1,034,975
|
|
|
938,562
|
|
||
Net assets at the end of the period
|
$
|
1,033,001
|
|
|
$
|
946,742
|
|
|
|
|
|
||||
Capital share activity
|
|
|
|
||||
Shares issued from the reinvestment of distributions
|
—
|
|
|
66,306
|
|
||
Shares reissued from repurchase program in connection with the reinvestment of distributions
|
—
|
|
|
37,573
|
|
||
Net increase in shares outstanding
|
—
|
|
|
103,879
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net increase in net assets resulting from operations
|
$
|
23,844
|
|
|
$
|
30,417
|
|
Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash provided by (used in) operating activities:
|
|
|
|
||||
Net realized gains on investments
|
(206
|
)
|
|
(826
|
)
|
||
Net change in unrealized depreciation (appreciation) of investments
|
2,168
|
|
|
(6,205
|
)
|
||
Net change in unrealized depreciation (appreciation) of securities purchased under collateralized agreements to resell
|
12
|
|
|
800
|
|
||
Amortization of purchase discount
|
(926
|
)
|
|
(747
|
)
|
||
Amortization of deferred financing costs
|
1,307
|
|
|
988
|
|
||
Amortization of premium on Convertible Notes
|
(27
|
)
|
|
(27
|
)
|
||
Non-cash investment income
|
(4,292
|
)
|
|
(1,933
|
)
|
||
(Increase) decrease in operating assets:
|
|
|
|
||||
Purchase of investments and delayed draw facilities
|
(237,846
|
)
|
|
(349,477
|
)
|
||
Proceeds from sales and paydowns of investments
|
87,141
|
|
|
133,801
|
|
||
Cash received for purchase of undrawn portion of revolving credit or delayed draw facilities
|
29
|
|
|
120
|
|
||
Cash paid on drawn revolvers
|
(5,423
|
)
|
|
(3,970
|
)
|
||
Cash repayments on drawn revolvers
|
7,092
|
|
|
1,159
|
|
||
Interest and dividend receivable
|
(4,923
|
)
|
|
(3,881
|
)
|
||
Receivable from unsettled securities sold
|
—
|
|
|
(691
|
)
|
||
Receivable from affiliates
|
(308
|
)
|
|
(369
|
)
|
||
Other assets
|
1,781
|
|
|
(967
|
)
|
||
Increase (decrease) in operating liabilities:
|
|
|
|
||||
Payable for unsettled securities purchased
|
29,841
|
|
|
47,811
|
|
||
Management fee payable
|
7,370
|
|
|
6,258
|
|
||
Incentive fee payable
|
6,434
|
|
|
3,608
|
|
||
Interest payable
|
2,094
|
|
|
2,478
|
|
||
Payable to affiliates
|
1,213
|
|
|
276
|
|
||
Deferred tax liability
|
(82
|
)
|
|
(755
|
)
|
||
Other liabilities
|
(101
|
)
|
|
298
|
|
||
Net cash flows used in operating activities
|
(83,808
|
)
|
|
(141,834
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Distributions paid
|
(25,818
|
)
|
|
(22,156
|
)
|
||
Offering costs paid
|
—
|
|
|
(58
|
)
|
||
Proceeds from Holdings Credit Facility
|
94,500
|
|
|
165,600
|
|
||
Repayment of Holdings Credit Facility
|
(51,200
|
)
|
|
(122,200
|
)
|
||
Proceeds from Unsecured Notes
|
90,000
|
|
|
—
|
|
||
Proceeds from NMFC Credit Facility
|
65,000
|
|
|
122,500
|
|
||
Repayment of NMFC Credit Facility
|
(92,500
|
)
|
|
(10,000
|
)
|
||
Other
|
—
|
|
|
(81
|
)
|
||
Deferred financing costs paid
|
(1,474
|
)
|
|
(36
|
)
|
||
Net cash flows provided by financing activities
|
78,508
|
|
|
133,569
|
|
||
Net decrease in cash and cash equivalents
|
(5,300
|
)
|
|
(8,265
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
34,936
|
|
|
45,928
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
29,636
|
|
|
$
|
37,663
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash interest paid
|
$
|
7,577
|
|
|
$
|
4,570
|
|
Income taxes paid
|
3
|
|
|
12
|
|
||
Non-cash financing activities:
|
|
|
|
||||
Value of shares issued in connection with the distribution reinvestment plan
|
$
|
—
|
|
|
$
|
988
|
|
Value of shares reissued from repurchase program in connection with the distribution reinvestment plan
|
—
|
|
|
560
|
|
||
Accrual for offering costs
|
944
|
|
|
540
|
|
||
Accrual for deferred financing costs
|
171
|
|
|
63
|
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shine Acquisition Co. S.à.r.l. / Boing US Holdco Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (3)
|
|
9.29% (L + 7.50%/Q)
|
|
9/25/2017
|
|
10/3/2025
|
|
$
|
40,353
|
|
|
$
|
40,064
|
|
|
$
|
40,480
|
|
|
3.92
|
%
|
Air Newco LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
11.37% (L + 9.50%/Q)
|
|
1/30/2015
|
|
1/31/2023
|
|
40,000
|
|
|
39,068
|
|
|
39,600
|
|
|
3.83
|
%
|
|||
Total Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
$
|
80,353
|
|
|
$
|
79,132
|
|
|
$
|
80,080
|
|
|
7.75
|
%
|
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Benevis Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
8.50% (L + 6.32%/Q)
|
|
3/15/2018
|
|
3/15/2024
|
|
$
|
58,824
|
|
|
$
|
58,824
|
|
|
$
|
58,824
|
|
|
|
|
|
|
First lien (3)
|
|
8.50% (L + 6.32%/Q)
|
|
3/15/2018
|
|
3/15/2024
|
|
20,691
|
|
|
20,691
|
|
|
20,691
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
79,515
|
|
|
79,515
|
|
|
79,515
|
|
|
7.70
|
%
|
|||
AmWINS Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
8.63% (L + 6.75%/Q)
|
|
1/19/2017
|
|
1/25/2025
|
|
57,000
|
|
|
56,810
|
|
|
57,570
|
|
|
5.57
|
%
|
|||
Alegeus Technologies, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)(10)
|
|
10.80% (L + 8.50%/Q)
|
|
4/28/2017
|
|
10/30/2023
|
|
23,500
|
|
|
23,500
|
|
|
23,500
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
10.80% (L + 8.50%/Q)
|
|
4/28/2017
|
|
10/30/2023
|
|
22,500
|
|
|
22,500
|
|
|
22,500
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
46,000
|
|
|
46,000
|
|
|
46,000
|
|
|
4.45
|
%
|
|||
Integro Parent Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.56% (L + 5.75%/Q)
|
|
10/9/2015
|
|
10/31/2022
|
|
34,784
|
|
|
34,525
|
|
|
34,784
|
|
|
|
||||
|
|
Second lien (3)
|
|
11.02% (L + 9.25%/Q)
|
|
10/9/2015
|
|
10/30/2023
|
|
10,000
|
|
|
9,922
|
|
|
9,800
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
44,784
|
|
|
44,447
|
|
|
44,584
|
|
|
4.32
|
%
|
|||
Severin Acquisition, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)(10)
|
|
10.63% (L + 8.75%/M)
|
|
7/31/2015
|
|
7/29/2022
|
|
15,000
|
|
|
14,896
|
|
|
15,000
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.63% (L + 8.75%/M)
|
|
2/1/2017
|
|
7/29/2022
|
|
14,518
|
|
|
14,368
|
|
|
14,518
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
10.63% (L + 8.75%/M)
|
|
11/5/2015
|
|
7/29/2022
|
|
4,154
|
|
|
4,124
|
|
|
4,154
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
11.13% (L + 9.25%/M)
|
|
2/1/2016
|
|
7/29/2022
|
|
3,273
|
|
|
3,249
|
|
|
3,273
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.88% (L + 9.00%/M)
|
|
10/14/2016
|
|
7/29/2022
|
|
2,361
|
|
|
2,342
|
|
|
2,361
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
11.13% (L + 9.25%/M)
|
|
8/8/2016
|
|
7/29/2022
|
|
1,825
|
|
|
1,810
|
|
|
1,825
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
11.13% (L + 9.25%/M)
|
|
8/8/2016
|
|
7/29/2022
|
|
300
|
|
|
298
|
|
|
300
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
41,431
|
|
|
41,087
|
|
|
41,431
|
|
|
4.01
|
%
|
|||
Salient CRGT Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.63% (L + 5.75%/M)
|
|
1/6/2015
|
|
2/28/2022
|
|
39,882
|
|
|
39,445
|
|
|
40,380
|
|
|
3.91
|
%
|
|||
Tenawa Resource Holdings LLC (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tenawa Resource Management LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (3)(10)
|
|
10.50% (Base + 8.00%/Q)
|
|
5/12/2014
|
|
10/30/2024
|
|
39,800
|
|
|
39,737
|
|
|
39,800
|
|
|
3.85
|
%
|
|||
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (4)
|
|
8.56% (L + 6.25%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
19,062
|
|
|
18,955
|
|
|
19,085
|
|
|
|
||||
|
|
First lien (2)
|
|
8.56% (L + 6.25%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
7,694
|
|
|
7,591
|
|
|
7,704
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
8.56% (L + 6.25%/Q)
|
|
2/24/2017
|
|
4/20/2021
|
|
5,990
|
|
|
5,884
|
|
|
5,998
|
|
|
|
||||
|
|
First lien (4)
|
|
8.56% (L + 6.25%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
2,644
|
|
|
2,627
|
|
|
2,647
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
8.56% (L + 6.25%/Q)
|
|
6/24/2016
|
|
4/20/2021
|
|
1,881
|
|
|
1,865
|
|
|
1,884
|
|
|
|
||||
|
|
First lien (2)
|
|
8.56% (L + 6.25%/Q)
|
|
3/31/2016
|
|
4/20/2021
|
|
1,628
|
|
|
1,603
|
|
|
1,630
|
|
|
|
||||
|
|
First lien (4)
|
|
8.56% (L + 6.25%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
494
|
|
|
487
|
|
|
494
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
39,393
|
|
|
39,012
|
|
|
39,442
|
|
|
3.82
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Frontline Technologies Group Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
8.38% (L + 6.50%/M)
|
|
9/18/2017
|
|
9/18/2023
|
|
$
|
16,708
|
|
|
$
|
16,592
|
|
|
$
|
16,583
|
|
|
|
|
|
|
First lien (4)(10)
|
|
8.38% (L + 6.50%/M)
|
|
9/18/2017
|
|
9/18/2023
|
|
22,557
|
|
|
22,400
|
|
|
22,388
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
39,265
|
|
|
38,992
|
|
|
38,971
|
|
|
3.77
|
%
|
|||
NM GRC Holdco, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
7.80% (L + 5.50%/Q)
|
|
2/9/2018
|
|
2/9/2024
|
|
38,930
|
|
|
38,739
|
|
|
38,735
|
|
|
3.75
|
%
|
|||
Kronos Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.02% (L + 8.25%/Q)
|
|
10/26/2012
|
|
11/1/2024
|
|
36,000
|
|
|
35,520
|
|
|
37,425
|
|
|
3.62
|
%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
8.14% (L + 6.25%/M)
|
|
9/24/2015
|
|
9/24/2021
|
|
29,250
|
|
|
29,018
|
|
|
29,250
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
8.14% (L + 6.25%/M)
|
|
7/27/2017
|
|
9/24/2021
|
|
3,722
|
|
|
3,690
|
|
|
3,722
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
8.89% (L + 7.00%/M)
|
|
9/24/2015
|
|
9/24/2021
|
|
600
|
|
|
593
|
|
|
600
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
33,572
|
|
|
33,301
|
|
|
33,572
|
|
|
3.25
|
%
|
|||
Navicure, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)
|
|
9.38% (L + 7.50%/M)
|
|
10/23/2017
|
|
10/31/2025
|
|
31,470
|
|
|
31,385
|
|
|
31,627
|
|
|
3.06
|
%
|
|||
Evo Payments International, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.88% (L + 9.00%/M)
|
|
12/8/2016
|
|
12/23/2024
|
|
25,000
|
|
|
24,827
|
|
|
25,250
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.88% (L + 9.00%/M)
|
|
12/8/2016
|
|
12/23/2024
|
|
5,000
|
|
|
5,052
|
|
|
5,050
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
29,879
|
|
|
30,300
|
|
|
2.93
|
%
|
|||
Wirepath LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (2)
|
|
6.80% (L + 4.50%/Q)
|
|
7/31/2017
|
|
8/5/2024
|
|
27,661
|
|
|
27,533
|
|
|
27,895
|
|
|
2.70
|
%
|
|||
Ansira Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.80% (L + 6.50%/Q)
|
|
12/19/2016
|
|
12/20/2022
|
|
25,855
|
|
|
25,748
|
|
|
25,790
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
8.80% (L + 6.50%/Q)
|
|
12/19/2016
|
|
12/20/2022
|
|
2,102
|
|
|
2,093
|
|
|
2,097
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
27,957
|
|
|
27,841
|
|
|
27,887
|
|
|
2.70
|
%
|
|||
Trader Interactive, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
7.85% (L + 6.00%/M)
|
|
6/15/2017
|
|
6/17/2024
|
|
27,122
|
|
|
26,937
|
|
|
26,919
|
|
|
2.61
|
%
|
|||
TW-NHME Holdings Corp. (20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
National HME, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (4)(10)
|
|
11.55% (L + 9.25%/Q)
|
|
7/14/2015
|
|
7/14/2022
|
|
21,500
|
|
|
21,309
|
|
|
20,702
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
11.55% (L + 9.25%/Q)
|
|
7/14/2015
|
|
7/14/2022
|
|
5,800
|
|
|
5,740
|
|
|
5,585
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
27,049
|
|
|
26,287
|
|
|
2.54
|
%
|
|||
Keystone Acquisition Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
7.55% (L + 5.25%/Q)
|
|
5/10/2017
|
|
5/1/2024
|
|
19,900
|
|
|
19,720
|
|
|
20,024
|
|
|
|
||||
|
|
Second lien (3)
|
|
11.55% (L + 9.25%/Q)
|
|
5/10/2017
|
|
5/1/2025
|
|
4,500
|
|
|
4,458
|
|
|
4,556
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
24,400
|
|
|
24,178
|
|
|
24,580
|
|
|
2.38
|
%
|
|||
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)(10)
|
|
9.14% (L + 7.25%/M)
|
|
8/4/2015
|
|
8/4/2022
|
|
17,550
|
|
|
17,430
|
|
|
17,550
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
8.06% (L + 6.25%/M)
|
|
6/16/2017
|
|
8/4/2022
|
|
4,566
|
|
|
4,546
|
|
|
4,543
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
8.04% (L + 6.25%/M)
|
|
9/25/2017
|
|
8/4/2022
|
|
1,158
|
|
|
1,153
|
|
|
1,152
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
8.04% (L + 6.25%/M)
|
|
9/25/2017
|
|
8/4/2022
|
|
509
|
|
|
507
|
|
|
507
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
23,783
|
|
|
23,636
|
|
|
23,752
|
|
|
2.30
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
AAC Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
9.92% (L + 8.25%/M)
|
|
9/30/2015
|
|
9/30/2020
|
|
$
|
22,971
|
|
|
$
|
22,781
|
|
|
$
|
22,971
|
|
|
2.22
|
%
|
TWDiamondback Holdings Corp. (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diamondback Drugs of Delaware, L.L.C. (TWDiamondback II Holdings LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (4)(10)
|
|
11.22% (L + 8.75%/Q)
|
|
11/19/2014
|
|
11/19/2019
|
|
19,895
|
|
|
19,895
|
|
|
19,895
|
|
|
|
||||
|
|
First lien (3)(10)
|
|
10.79% (L + 8.75%/Q)
|
|
11/19/2014
|
|
11/19/2019
|
|
2,158
|
|
|
2,158
|
|
|
2,158
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
10.79% (L + 8.75%/Q)
|
|
11/19/2014
|
|
11/19/2019
|
|
605
|
|
|
605
|
|
|
605
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
22,658
|
|
|
22,658
|
|
|
22,658
|
|
|
2.19
|
%
|
|||
EN Engineering, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
8.30% (L + 6.00%/Q)
|
|
7/30/2015
|
|
6/30/2021
|
|
20,839
|
|
|
20,715
|
|
|
20,839
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
8.30% (L + 6.00%/Q)
|
|
7/30/2015
|
|
6/30/2021
|
|
1,205
|
|
|
1,197
|
|
|
1,205
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
22,044
|
|
|
21,912
|
|
|
22,044
|
|
|
2.13
|
%
|
|||
Avatar Topco, Inc. (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
EAB Global, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)
|
|
9.23% (L + 7.50%/Q)
|
|
11/17/2017
|
|
11/17/2025
|
|
21,450
|
|
|
21,139
|
|
|
21,450
|
|
|
2.08
|
%
|
|||
DigiCert Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.77% (L + 8.00%/M)
|
|
9/20/2017
|
|
10/31/2025
|
|
20,176
|
|
|
20,079
|
|
|
20,378
|
|
|
1.97
|
%
|
|||
OEConnection LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.46% (L + 8.00%/Q)
|
|
11/22/2017
|
|
11/22/2025
|
|
20,213
|
|
|
19,943
|
|
|
20,213
|
|
|
1.96
|
%
|
|||
Help/Systems Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (5)
|
|
10.05% (L+ 7.75%/Q)
|
|
3/23/2018
|
|
3/27/2026
|
|
20,231
|
|
|
20,130
|
|
|
20,130
|
|
|
1.95
|
%
|
|||
DiversiTech Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (3)
|
|
9.81% (L + 7.50%/Q)
|
|
5/18/2017
|
|
6/2/2025
|
|
19,500
|
|
|
19,319
|
|
|
19,744
|
|
|
1.91
|
%
|
|||
ABILITY Network Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Information Technology
|
|
Second lien (3)
|
|
9.54% (L + 7.75%/M)
|
|
12/11/2017
|
|
12/12/2025
|
|
18,851
|
|
|
18,839
|
|
|
18,933
|
|
|
1.83
|
%
|
|||
AgKnowledge Holdings Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)(10)
|
|
10.13% (L + 8.25%/M)
|
|
7/23/2014
|
|
7/23/2020
|
|
18,500
|
|
|
18,417
|
|
|
18,500
|
|
|
1.79
|
%
|
|||
KeyPoint Government Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)(10)
|
|
7.73% (L + 6.00%/M)
|
|
4/18/2017
|
|
4/18/2024
|
|
18,173
|
|
|
18,012
|
|
|
18,355
|
|
|
1.78
|
%
|
|||
BackOffice Associates Holdings, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
9.38% (L + 7.50%/M)
|
|
8/25/2017
|
|
8/25/2023
|
|
18,502
|
|
|
18,354
|
|
|
18,341
|
|
|
1.78
|
%
|
|||
SW Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)(10)
|
|
11.05% (L + 8.75%/Q)
|
|
6/30/2015
|
|
12/30/2021
|
|
18,161
|
|
|
18,030
|
|
|
18,260
|
|
|
1.77
|
%
|
|||
VF Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)(10)
|
|
10.88% (L + 9.00%/M)
|
|
7/7/2016
|
|
6/28/2024
|
|
17,086
|
|
|
17,387
|
|
|
17,427
|
|
|
1.69
|
%
|
|||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(10)
|
|
7.56% (L + 5.25%/Q)
|
|
7/2/2015
|
|
7/2/2021
|
|
17,408
|
|
|
17,306
|
|
|
17,408
|
|
|
1.69
|
%
|
|||
TIBCO Software Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
11.38%/S
|
|
11/24/2014
|
|
12/1/2021
|
|
15,000
|
|
|
14,729
|
|
|
16,359
|
|
|
1.58
|
%
|
|||
Hill International, Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
7.63% (L + 5.75%/M)
|
|
6/21/2017
|
|
6/21/2023
|
|
15,682
|
|
|
15,611
|
|
|
15,603
|
|
|
1.51
|
%
|
|||
FR Arsenal Holdings II Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
9.31% (L + 7.25%/Q)
|
|
9/29/2016
|
|
9/8/2022
|
|
15,317
|
|
|
15,189
|
|
|
15,348
|
|
|
1.49
|
%
|
|||
Netsmart Inc. / Netsmart Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Information Technology
|
|
Second lien (2)
|
|
11.38% (L + 9.50%/Q)
|
|
4/18/2016
|
|
10/19/2023
|
|
15,000
|
|
|
14,695
|
|
|
15,075
|
|
|
1.46
|
%
|
|||
Xactly Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)(10)
|
|
9.14% (L + 7.25%/M)
|
|
7/31/2017
|
|
7/29/2022
|
|
14,690
|
|
|
14,557
|
|
|
14,543
|
|
|
1.41
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Transcendia Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Packaging
|
|
Second lien (3)
|
|
9.88% (L + 8.00%/M)
|
|
6/28/2017
|
|
5/30/2025
|
|
$
|
14,500
|
|
|
$
|
14,313
|
|
|
$
|
14,391
|
|
|
1.39
|
%
|
Peraton Holding Corp. (fka MHVC Acquisition Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.56% (L + 5.25%/Q)
|
|
4/25/2017
|
|
4/29/2024
|
|
13,994
|
|
|
13,953
|
|
|
14,099
|
|
|
1.36
|
%
|
|||
Ministry Brands, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)
|
|
6.88% (L + 5.00%/M)
|
|
12/7/2016
|
|
12/2/2022
|
|
2,985
|
|
|
2,973
|
|
|
2,985
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
11.13% (L + 9.25%/M)
|
|
12/7/2016
|
|
6/2/2023
|
|
7,840
|
|
|
7,790
|
|
|
7,840
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
11.13% (L + 9.25%/M)
|
|
12/7/2016
|
|
6/2/2023
|
|
2,160
|
|
|
2,146
|
|
|
2,160
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
6.78% (L + 5.00%/Q)
|
|
12/7/2016
|
|
12/2/2022
|
|
600
|
|
|
597
|
|
|
600
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,585
|
|
|
13,506
|
|
|
13,585
|
|
|
1.32
|
%
|
|||
Project Accelerate Parent, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)(10)
|
|
10.19% (L + 8.50%/Q)
|
|
1/2/2018
|
|
1/2/2026
|
|
13,473
|
|
|
13,308
|
|
|
13,305
|
|
|
1.29
|
%
|
|||
American Tire Distributors, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Subordinated (3)
|
|
10.25%/S
|
|
2/10/2015
|
|
3/1/2022
|
|
12,520
|
|
|
12,279
|
|
|
12,849
|
|
|
1.24
|
%
|
|||
nThrive, Inc. (fka Precyse Acquisition Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (2)(10)
|
|
11.63% (L + 9.75%/M)
|
|
4/19/2016
|
|
4/20/2023
|
|
13,000
|
|
|
12,820
|
|
|
12,574
|
|
|
1.22
|
%
|
|||
SSH Group Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
7.45% (L + 5.00%/Q)
|
|
10/13/2017
|
|
10/2/2024
|
|
8,386
|
|
|
8,346
|
|
|
8,344
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
11.45% (L + 9.00%/Q)
|
|
10/13/2017
|
|
10/2/2025
|
|
3,363
|
|
|
3,330
|
|
|
3,329
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,749
|
|
|
11,676
|
|
|
11,673
|
|
|
1.13
|
%
|
|||
ProQuest LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.88% (L + 9.00%/M)
|
|
12/14/2015
|
|
12/15/2022
|
|
11,620
|
|
|
11,447
|
|
|
11,620
|
|
|
1.12
|
%
|
|||
Zywave, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)(10)
|
|
10.87% (L + 9.00%/Q)
|
|
11/22/2016
|
|
11/17/2023
|
|
11,000
|
|
|
10,929
|
|
|
11,022
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
6.57% (L + 5.00%/Q)
|
|
11/22/2016
|
|
11/17/2022
|
|
500
|
|
|
496
|
|
|
500
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,500
|
|
|
11,425
|
|
|
11,522
|
|
|
1.12
|
%
|
|||
Amerijet Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (4)(10)
|
|
9.65% (L + 8.00%/M)
|
|
7/15/2016
|
|
7/15/2021
|
|
9,455
|
|
|
9,405
|
|
|
9,494
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
9.65% (L + 8.00%/M)
|
|
7/15/2016
|
|
7/15/2021
|
|
1,576
|
|
|
1,567
|
|
|
1,582
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,031
|
|
|
10,972
|
|
|
11,076
|
|
|
1.07
|
%
|
|||
Vectra Co.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
Second lien (3)
|
|
8.96% (L + 7.25%/M)
|
|
2/23/2018
|
|
3/8/2026
|
|
10,788
|
|
|
10,748
|
|
|
10,896
|
|
|
1.05
|
%
|
|||
Masergy Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
9.80% (L + 7.50%/Q)
|
|
12/14/2016
|
|
12/16/2024
|
|
10,500
|
|
|
10,448
|
|
|
10,583
|
|
|
1.02
|
%
|
|||
QC McKissock Investment, LLC (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
McKissock, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
8.30% (L + 6.00%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
6,399
|
|
|
6,372
|
|
|
6,399
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
8.30% (L + 6.00%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
3,051
|
|
|
3,040
|
|
|
3,051
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
8.30% (L + 6.00%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
985
|
|
|
980
|
|
|
985
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,435
|
|
|
10,392
|
|
|
10,435
|
|
|
1.01
|
%
|
|||
Idera, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)
|
|
10.88% (L + 9.00%/M)
|
|
6/27/2017
|
|
6/27/2025
|
|
10,000
|
|
|
9,859
|
|
|
10,200
|
|
|
0.99
|
%
|
|||
Quest Software US Holdings Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
7.27% (L + 5.50%/M)
|
|
10/31/2016
|
|
10/31/2022
|
|
9,899
|
|
|
9,780
|
|
|
10,095
|
|
|
0.98
|
%
|
|||
PowerPlan Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)(10)
|
|
10.88% (L + 9.00%/M)
|
|
2/23/2015
|
|
2/23/2023
|
|
10,000
|
|
|
9,929
|
|
|
10,000
|
|
|
0.97
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
FPC Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (3)
|
|
10.88% (L + 9.00%/Q)
|
|
3/28/2018
|
|
5/19/2023
|
|
$
|
10,116
|
|
|
$
|
9,711
|
|
|
$
|
9,711
|
|
|
0.94
|
%
|
WD Wolverine Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
7.38% (L + 5.50%/Q)
|
|
2/22/2017
|
|
8/16/2022
|
|
9,750
|
|
|
9,486
|
|
|
9,671
|
|
|
0.94
|
%
|
|||
Pelican Products, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
Second lien (2)
|
|
10.13% (L + 8.25%/Q)
|
|
4/9/2014
|
|
4/9/2021
|
|
9,500
|
|
|
9,531
|
|
|
9,548
|
|
|
0.92
|
%
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.80% (L + 8.50%/Q)
|
|
6/9/2016
|
|
9/7/2024
|
|
9,333
|
|
|
9,232
|
|
|
9,473
|
|
|
0.92
|
%
|
|||
Harley Marine Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (2)
|
|
12.00% (L + 10.25%/M)
|
|
12/18/2013
|
|
12/20/2019
|
|
9,000
|
|
|
8,937
|
|
|
8,955
|
|
|
0.87
|
%
|
|||
JAMF Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)
|
|
9.82% (L + 8.00%/Q)
|
|
11/13/2017
|
|
11/11/2022
|
|
8,757
|
|
|
8,675
|
|
|
8,670
|
|
|
0.84
|
%
|
|||
Autodata, Inc. (Autodata Solutions, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.01% (L + 7.25%/M)
|
|
12/12/2017
|
|
12/12/2025
|
|
7,406
|
|
|
7,388
|
|
|
7,517
|
|
|
0.73
|
%
|
|||
MH Sub I, LLC (Micro Holding Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
9.28% (L + 7.50%/Q)
|
|
8/16/2017
|
|
9/15/2025
|
|
7,000
|
|
|
6,933
|
|
|
7,101
|
|
|
0.69
|
%
|
|||
DG Investment Intermediate Holdings 2, Inc. (aka Convergint Technologies Holdings, LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.05% (L + 6.75%/Q)
|
|
1/29/2018
|
|
2/2/2026
|
|
6,732
|
|
|
6,699
|
|
|
6,833
|
|
|
0.66
|
%
|
|||
First American Payment Systems, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
6.44% (L + 4.75%/M)
|
|
1/3/2017
|
|
1/5/2024
|
|
6,688
|
|
|
6,630
|
|
|
6,763
|
|
|
0.66
|
%
|
|||
CP VI Bella Midco, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)
|
|
8.63% (L + 6.75%/M)
|
|
1/25/2018
|
|
12/29/2025
|
|
6,732
|
|
|
6,699
|
|
|
6,741
|
|
|
0.65
|
%
|
|||
Pathway Partners Vet Management Company LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (4)
|
|
9.88% (L + 8.00%/M)
|
|
10/4/2017
|
|
10/10/2025
|
|
5,556
|
|
|
5,528
|
|
|
5,527
|
|
|
|
||||
|
|
Second lien (4)(11) - Drawn
|
|
9.88% (L + 8.00%/M)
|
|
10/4/2017
|
|
10/10/2025
|
|
698
|
|
|
694
|
|
|
694
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
6,254
|
|
|
6,222
|
|
|
6,221
|
|
|
0.60
|
%
|
|||
Solera LLC / Solera Finance, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
10.50%/S
|
|
2/29/2016
|
|
3/1/2024
|
|
5,000
|
|
|
4,797
|
|
|
5,588
|
|
|
0.54
|
%
|
|||
Applied Systems, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
9.30% (L + 7.00%/Q)
|
|
9/14/2017
|
|
9/19/2025
|
|
4,923
|
|
|
4,923
|
|
|
5,102
|
|
|
0.49
|
%
|
|||
ADG, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)(10)
|
|
10.88% (L + 9.00%/M)
|
|
10/3/2016
|
|
3/28/2024
|
|
5,000
|
|
|
4,936
|
|
|
5,037
|
|
|
0.49
|
%
|
|||
Vencore, Inc. (fka The SI Organization Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
Second lien (3)
|
|
10.63% (L + 8.75%/Q)
|
|
6/14/2016
|
|
5/23/2020
|
|
4,400
|
|
|
4,355
|
|
|
4,439
|
|
|
0.43
|
%
|
|||
Affinity Dental Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(10)
|
|
8.30% (L + 6.00%/Q)
|
|
9/15/2017
|
|
9/15/2023
|
|
4,344
|
|
|
4,304
|
|
|
4,301
|
|
|
0.42
|
%
|
|||
York Risk Services Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (3)
|
|
8.50%/S
|
|
9/17/2014
|
|
10/1/2022
|
|
3,000
|
|
|
3,000
|
|
|
2,820
|
|
|
0.27
|
%
|
|||
Ensemble S Merger Sub, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
9.00%/S
|
|
9/21/2015
|
|
9/30/2023
|
|
2,000
|
|
|
1,948
|
|
|
2,110
|
|
|
0.20
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Education Management Corporation (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education Management II LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
10.25% (P + 5.50%/Q)(24)
|
|
1/5/2015
|
|
7/2/2020
|
|
$
|
211
|
|
|
$
|
205
|
|
|
$
|
50
|
|
|
|
|
|
|
First lien (3)
|
|
10.25% (P + 5.50%/Q)(24)
|
|
1/5/2015
|
|
7/2/2020
|
|
119
|
|
|
116
|
|
|
28
|
|
|
|
||||
|
|
First lien (2)
|
|
13.25% (P + 8.50%/Q)(24)
|
|
1/5/2015
|
|
7/2/2020
|
|
475
|
|
|
437
|
|
|
7
|
|
|
|
||||
|
|
First lien (3)
|
|
13.25% (P + 8.50%/Q)(24)
|
|
1/5/2015
|
|
7/2/2020
|
|
268
|
|
|
246
|
|
|
4
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
1,073
|
|
|
1,004
|
|
|
89
|
|
|
0.01
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
1,442,480
|
|
|
$
|
1,432,395
|
|
|
$
|
1,446,005
|
|
|
139.98
|
%
|
Total Funded Debt Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,522,833
|
|
|
$
|
1,511,527
|
|
|
$
|
1,526,085
|
|
|
147.73
|
%
|
Equity - Hong Kong
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bach Special Limited (Bach Preference Limited)**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (3)(10)(22)
|
|
—
|
|
9/1/2017
|
|
—
|
|
60,711
|
|
|
$
|
5,991
|
|
|
$
|
5,988
|
|
|
0.58
|
%
|
|
Total Shares - Hong Kong
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,991
|
|
|
$
|
5,988
|
|
|
0.58
|
%
|
||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Avatar Topco, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (3)(10)(23)
|
|
—
|
|
11/17/2017
|
|
—
|
|
35,750
|
|
|
$
|
36,372
|
|
|
$
|
36,321
|
|
|
3.52
|
%
|
|
Tenawa Resource Holdings LLC (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
QID NGL LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Ordinary shares (7)(10)
|
|
—
|
|
5/12/2014
|
|
—
|
|
5,290,997
|
|
|
5,291
|
|
|
7,855
|
|
|
|
||||
|
|
Preferred shares (7)(10)
|
|
—
|
|
10/30/2017
|
|
—
|
|
620,706
|
|
|
621
|
|
|
970
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
5,912
|
|
|
8,825
|
|
|
0.85
|
%
|
||||
TWDiamondback Holdings Corp. (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Preferred shares (4)(10)
|
|
—
|
|
11/19/2014
|
|
—
|
|
200
|
|
|
2,000
|
|
|
4,508
|
|
|
0.44
|
%
|
|||
TW-NHME Holdings Corp. (20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Preferred shares (4)(10)
|
|
—
|
|
7/14/2015
|
|
—
|
|
100
|
|
|
1,000
|
|
|
409
|
|
|
|
||||
|
|
Preferred shares (4)(10)
|
|
—
|
|
1/5/2016
|
|
—
|
|
16
|
|
|
158
|
|
|
64
|
|
|
|
||||
|
|
Preferred shares (4)(10)
|
|
—
|
|
6/30/2016
|
|
—
|
|
6
|
|
|
68
|
|
|
25
|
|
|
|
||||
|
|
Preferred shares (3)(10)
|
|
—
|
|
3/29/2018
|
|
—
|
|
40
|
|
|
162
|
|
|
162
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
1,388
|
|
|
660
|
|
|
0.06
|
%
|
||||
Ancora Acquisition LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (6)(10)
|
|
—
|
|
8/12/2013
|
|
—
|
|
372
|
|
|
83
|
|
|
393
|
|
|
0.04
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Education Management Corporation (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (2)
|
|
—
|
|
1/5/2015
|
|
—
|
|
3,331
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
|
||
|
|
Preferred shares (3)
|
|
—
|
|
1/5/2015
|
|
—
|
|
1,879
|
|
|
113
|
|
|
—
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
1/5/2015
|
|
—
|
|
2,994,065
|
|
|
100
|
|
|
11
|
|
|
|
||||
|
|
Ordinary shares (3)
|
|
—
|
|
1/5/2015
|
|
—
|
|
1,688,976
|
|
|
56
|
|
|
6
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
469
|
|
|
17
|
|
|
—
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46,224
|
|
|
$
|
50,724
|
|
|
4.91
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
|
|
$
|
52,215
|
|
|
$
|
56,712
|
|
|
5.49
|
%
|
||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ASP LCG Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (3)(10)
|
|
—
|
|
5/5/2014
|
|
5/5/2026
|
|
622
|
|
|
$
|
37
|
|
|
$
|
452
|
|
|
0.04
|
%
|
|
Ancora Acquisition LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (6)(10)
|
|
—
|
|
8/12/2013
|
|
8/12/2020
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37
|
|
|
$
|
452
|
|
|
0.04
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,563,779
|
|
|
$
|
1,583,249
|
|
|
153.26
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
5/15/2015
|
|
4/20/2021
|
|
$
|
2,700
|
|
|
$
|
(27
|
)
|
|
$
|
3
|
|
|
|
|
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
12/29/2017
|
|
12/29/2019
|
|
6,671
|
|
|
(58
|
)
|
|
8
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
9,371
|
|
|
(85
|
)
|
|
11
|
|
|
—
|
%
|
|||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
7/2/2015
|
|
7/2/2021
|
|
2,100
|
|
|
(21
|
)
|
|
—
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
12/20/2017
|
|
7/2/2021
|
|
13,465
|
|
|
(118
|
)
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
15,565
|
|
|
(139
|
)
|
|
—
|
|
|
—
|
%
|
|||
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
8/4/2015
|
|
8/4/2021
|
|
1,000
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/24/2015
|
|
9/24/2021
|
|
3,150
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
%
|
|||
Ministry Brands, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
12/7/2016
|
|
12/2/2022
|
|
400
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
%
|
|||
Zywave, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
11/22/2016
|
|
11/17/2022
|
|
1,500
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
%
|
|||
Ansira Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
12/19/2016
|
|
12/20/2018
|
|
1,700
|
|
|
(9
|
)
|
|
(4
|
)
|
|
—
|
%
|
|||
JAMF Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
11/13/2017
|
|
11/11/2022
|
|
750
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
%
|
|||
Pathway Partners Vet Management Company LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (4)(11) - Undrawn
|
|
—
|
|
10/4/2017
|
|
10/10/2025
|
|
1,746
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Xactly Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
7/31/2017
|
|
7/29/2022
|
|
$
|
992
|
|
|
$
|
(10
|
)
|
|
$
|
(10
|
)
|
|
—
|
%
|
Trader Interactive, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
6/15/2017
|
|
6/15/2023
|
|
1,673
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
%
|
|||
NM GRC Holdco, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
2/9/2018
|
|
2/9/2024
|
|
11,563
|
|
|
(29
|
)
|
|
(29
|
)
|
|
—
|
%
|
|||
BackOffice Associates Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
8/25/2017
|
|
8/24/2018
|
|
3,448
|
|
|
(13
|
)
|
|
(13
|
)
|
|
|
||||
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
8/25/2017
|
|
8/25/2023
|
|
2,586
|
|
|
(23
|
)
|
|
(23
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
6,034
|
|
|
(36
|
)
|
|
(36
|
)
|
|
—
|
%
|
|||
Affinity Dental Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/15/2017
|
|
3/15/2019
|
|
11,584
|
|
|
(29
|
)
|
|
(29
|
)
|
|
|
||||
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/15/2017
|
|
3/15/2023
|
|
1,737
|
|
|
(17
|
)
|
|
(17
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,321
|
|
|
(46
|
)
|
|
(46
|
)
|
|
(0.01
|
)%
|
|||
Frontline Technologies Group Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/18/2017
|
|
9/18/2019
|
|
7,738
|
|
|
(58
|
)
|
|
(58
|
)
|
|
(0.01
|
)%
|
|||
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
76,503
|
|
|
$
|
(504
|
)
|
|
$
|
(202
|
)
|
|
(0.02
|
)%
|
Total Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,563,275
|
|
|
$
|
1,583,047
|
|
|
153.24
|
%
|
||
Non-Controlled/Affiliated Investments (25)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 1, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 2, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Subordinated (3)(10)
|
|
14.00% PIK/Q*
|
|
10/31/2016
|
|
10/15/2021
|
|
$
|
2,077
|
|
|
$
|
2,077
|
|
|
$
|
2,077
|
|
|
|
|
|
|
Subordinated (3)(10)(11)
|
|
14.00% PIK/Q*
|
|
10/31/2016
|
|
10/15/2021
|
|
1,070
|
|
|
1,070
|
|
|
1,070
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
3,147
|
|
|
3,147
|
|
|
3,147
|
|
|
0.30
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
3,147
|
|
|
$
|
3,147
|
|
|
$
|
3,147
|
|
|
0.30
|
%
|
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
HI Technology Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Preferred shares (3)(10)(21)
|
|
—
|
|
3/21/2017
|
|
—
|
|
2,768,000
|
|
|
$
|
105,155
|
|
|
$
|
107,450
|
|
|
10.40
|
%
|
|
NMFC Senior Loan Program I LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(10)
|
|
—
|
|
6/13/2014
|
|
—
|
|
—
|
|
|
23,000
|
|
|
23,000
|
|
|
2.23
|
%
|
|||
Sierra Hamilton Holdings Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Ordinary shares (2)(10)
|
|
—
|
|
7/31/2017
|
|
—
|
|
25,000,000
|
|
|
11,501
|
|
|
11,208
|
|
|
|
||||
|
|
Ordinary shares (3)(10)
|
|
—
|
|
7/31/2017
|
|
—
|
|
2,786,000
|
|
|
1,281
|
|
|
1,248
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
12,782
|
|
|
12,456
|
|
|
1.21
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Permian Holdco 1, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Preferred shares (3)(10)(17)
|
|
—
|
|
10/31/2016
|
|
—
|
|
1,616,302
|
|
|
$
|
7,087
|
|
|
$
|
8,890
|
|
|
|
||
|
|
Ordinary shares (3)(10)
|
|
—
|
|
10/31/2016
|
|
—
|
|
1,366,452
|
|
|
1,350
|
|
|
786
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
8,437
|
|
|
9,676
|
|
|
0.94
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
149,374
|
|
|
$
|
152,582
|
|
|
14.78
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
152,521
|
|
|
$
|
155,729
|
|
|
15.08
|
%
|
||
Total Non-Controlled/Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
152,521
|
|
|
$
|
155,729
|
|
|
15.08
|
%
|
||
Controlled Investments (26)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Inc. (fka Plato, Inc.)(Archipelago Learning Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(10)
|
|
7.00% PIK/Q*
|
|
2/23/2018
|
|
12/9/2021
|
|
$
|
10,657
|
|
|
$
|
9,906
|
|
|
$
|
9,859
|
|
|
|
|
|
|
Second lien (3)(10)(11) - Drawn
|
|
5.00% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
4,881
|
|
|
4,881
|
|
|
4,881
|
|
|
|
||||
|
|
Subordinated (3)(10)
|
|
8.50% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
4,588
|
|
|
4,584
|
|
|
4,588
|
|
|
|
||||
|
|
Subordinated (2)(10)
|
|
10.00% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
17,188
|
|
|
17,188
|
|
|
13,751
|
|
|
|
||||
|
|
Subordinated (3)(10)
|
|
10.00% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
4,228
|
|
|
4,228
|
|
|
3,383
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
41,542
|
|
|
40,787
|
|
|
36,462
|
|
|
3.53
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
10.81% (L + 8.50%/Q)
|
|
1/13/2015
|
|
1/13/2019
|
|
10,846
|
|
|
10,846
|
|
|
10,846
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
10.81% (L + 7.50%/M)
|
|
1/13/2015
|
|
1/13/2019
|
|
799
|
|
|
799
|
|
|
799
|
|
|
|
||||
|
|
Subordinated (2)(10)
|
|
15.00% PIK/Q*
|
|
1/13/2015
|
|
7/13/2019
|
|
2,079
|
|
|
2,079
|
|
|
2,079
|
|
|
|
||||
|
|
Subordinated (3)(10)
|
|
15.00% PIK/Q*
|
|
1/13/2015
|
|
7/13/2019
|
|
1,244
|
|
|
1,244
|
|
|
1,244
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
14,968
|
|
|
14,968
|
|
|
14,968
|
|
|
1.45
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
56,510
|
|
|
$
|
55,755
|
|
|
$
|
51,430
|
|
|
4.98
|
%
|
Equity - Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NM APP Canada Corp.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
9/13/2016
|
|
—
|
|
—
|
|
|
$
|
7,345
|
|
|
$
|
8,234
|
|
|
0.80
|
%
|
|
Total Shares - Canada
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,345
|
|
|
$
|
8,234
|
|
|
0.80
|
%
|
||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NMFC Senior Loan Program II LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(10)
|
|
—
|
|
5/3/2016
|
|
—
|
|
—
|
|
|
$
|
79,400
|
|
|
$
|
79,400
|
|
|
7.69
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Preferred shares (2)(10)(18)
|
|
—
|
|
1/13/2015
|
|
—
|
|
22,487,269
|
|
|
$
|
20,107
|
|
|
$
|
20,413
|
|
|
|
||
|
|
Preferred shares (3)(10)(19)
|
|
—
|
|
6/30/2017
|
|
—
|
|
11,379,603
|
|
|
11,380
|
|
|
11,380
|
|
|
|
||||
|
|
Preferred shares (3)(10)(18)
|
|
—
|
|
1/13/2015
|
|
—
|
|
6,214,411
|
|
|
5,557
|
|
|
5,641
|
|
|
|
||||
|
|
Ordinary shares (2)(10)
|
|
—
|
|
1/13/2015
|
|
—
|
|
2,096,477
|
|
|
1,925
|
|
|
6,787
|
|
|
|
||||
|
|
Ordinary shares (3)(10)
|
|
—
|
|
1/13/2015
|
|
—
|
|
1,993,749
|
|
|
531
|
|
|
6,454
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
39,500
|
|
|
50,675
|
|
|
4.91
|
%
|
||||
NM GLCR LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
2/1/2018
|
|
—
|
|
—
|
|
|
14,750
|
|
|
14,750
|
|
|
1.43
|
%
|
|||
NM CLFX LP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
10/6/2017
|
|
—
|
|
—
|
|
|
12,538
|
|
|
12,538
|
|
|
1.21
|
%
|
|||
NM KRLN LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
11/15/2016
|
|
—
|
|
—
|
|
|
7,510
|
|
|
8,328
|
|
|
0.80
|
%
|
|||
NM DRVT LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
11/18/2016
|
|
—
|
|
—
|
|
|
5,152
|
|
|
5,446
|
|
|
0.53
|
%
|
|||
NM APP US LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
9/13/2016
|
|
—
|
|
—
|
|
|
5,080
|
|
|
5,206
|
|
|
0.50
|
%
|
|||
NM JRA LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
8/12/2016
|
|
—
|
|
—
|
|
|
2,043
|
|
|
2,215
|
|
|
0.21
|
%
|
|||
Edmentum Ultimate Holdings, LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Ordinary shares (3)(10)
|
|
—
|
|
6/9/2015
|
|
—
|
|
123,968
|
|
|
11
|
|
|
84
|
|
|
|
||||
|
|
Ordinary shares (2)(10)
|
|
—
|
|
6/9/2015
|
|
—
|
|
107,143
|
|
|
9
|
|
|
72
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
156
|
|
|
0.02
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
165,993
|
|
|
$
|
178,714
|
|
|
17.30
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
|
|
$
|
173,338
|
|
|
$
|
186,948
|
|
|
18.10
|
%
|
||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (3)(10)
|
|
—
|
|
2/23/2018
|
|
5/5/2026
|
|
1,141,846
|
|
|
$
|
769
|
|
|
$
|
769
|
|
|
0.07
|
%
|
|
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Warrants (3)(10)
|
|
—
|
|
6/30/2017
|
|
12/31/2018
|
|
526,925
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
769
|
|
|
$
|
769
|
|
|
0.07
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
229,862
|
|
|
$
|
239,147
|
|
|
23.15
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
1/13/2015
|
|
1/13/2019
|
|
$
|
2,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
1/13/2015
|
|
1/13/2019
|
|
758
|
|
|
—
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
2,806
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Portfolio Company, Location and Industry (1)
|
|
Type of Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity / Expiration Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair
Value
|
|
Percent of Net
Assets
|
|||||||
Edmentum Ultimate Holdings, LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(10)(11) - Undrawn
|
|
—
|
|
6/9/2015
|
|
6/9/2020
|
|
$
|
2,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
5,374
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Controlled Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
229,862
|
|
|
$
|
239,147
|
|
|
23.15
|
%
|
||
Total Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,945,658
|
|
|
$
|
1,977,923
|
|
|
191.47
|
%
|
|
(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 New Mountain Finance SBIC II, L.P.
|
(6)
|
Investment is held in NMF Ancora Holdings, Inc.
|
(7)
|
Investment is held in NMF QID NGL Holdings, Inc.
|
(8)
|
Investment is held in New Mountain Net Lease Corporation.
|
(9)
|
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, 2018
.
|
(10)
|
The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4.
Fair Value,
for details.
|
(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 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.
|
(13)
|
The Company holds investments in three related entities of Tenawa Resource Holdings LLC. The Company holds 4.77% 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), class A preferred units in QID NGL LLC and a first lien investment in Tenawa Resource Management LLC, a wholly-owned subsidiary of Tenawa Resource Holdings LLC.
|
(14)
|
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.
|
(15)
|
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.
|
(16)
|
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.
|
(17)
|
The Company holds preferred equity in Permian Holdco 1, Inc. that is entitled to receive cumulative preferential dividends at a rate of 12.0% per annum payable in additional shares.
|
(18)
|
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.
|
(19)
|
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 19.0% per annum payable in additional shares.
|
(20)
|
The Company holds equity investments in TW-NHME Holdings Corp., and holds a second lien term loan investment in National HME, Inc., a wholly-owned subsidiary of TW-NHME Holdings Corp.
|
(21)
|
The Company holds convertible preferred equity in HI Technology Corp that is accruing dividends at a rate of 15.0% per annum.
|
(22)
|
The Company holds preferred equity in Bach Special Limited (Bach Preference Limited) that is entitled to receive cumulative preferential dividends at a rate of 12.25% per annum payable in additional shares.
|
(23)
|
The Company holds preferred equity in Avatar Topco, Inc., and holds a second lien term loan investment in EAB Global, Inc., a wholly-owned subsidiary of Avatar Topco, Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of L + 11.00% per annum.
|
(24)
|
Investment is on non-accrual status. See Note 3.
Investments
, for details.
|
(25)
|
Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), 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
March 31, 2018
and
December 31, 2017
, along with transactions during the
three
months ended
March 31, 2018
in which the issuer was a non-controlled/affiliated investment, is as follows:
|
Portfolio Company
|
|
Fair Value at
December 31, 2017 |
|
Gross
Additions
(A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value at
March 31, 2018 |
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
|
|
$
|
24,858
|
|
|
$
|
—
|
|
|
$
|
(24,858
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
HI Technology Corp.
|
|
105,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,295
|
|
|
107,450
|
|
|
—
|
|
|
3,750
|
|
|
—
|
|
|||||||||
NMFC Senior Loan Program I LLC
|
|
23,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,000
|
|
|
—
|
|
|
845
|
|
|
295
|
|
|||||||||
Permian Holdco 1, Inc. / Permian Holdco 2, Inc.
|
|
12,733
|
|
|
702
|
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
|
12,824
|
|
|
102
|
|
|
259
|
|
|
7
|
|
|||||||||
Sierra Hamilton Holdings Corporation
|
|
12,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
12,456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total Non-Controlled/Affiliated Investments
|
|
$
|
178,076
|
|
|
$
|
702
|
|
|
$
|
(24,858
|
)
|
|
$
|
—
|
|
|
$
|
1,809
|
|
|
$
|
155,730
|
|
|
$
|
102
|
|
|
$
|
4,854
|
|
|
$
|
302
|
|
|
(A)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind ("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 redemptions 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 1940 Act, 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
March 31, 2018
and
December 31, 2017
, along with transactions during the
three
months ended
March 31, 2018
in which the issuer was a controlled investment, is as follows:
|
Portfolio Company
|
|
Fair Value at
December 31, 2017 |
|
Gross
Additions
(A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value at
March 31, 2018 |
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
|
|
$
|
—
|
|
|
$
|
37,873
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(486
|
)
|
|
$
|
37,387
|
|
|
$
|
779
|
|
|
$
|
—
|
|
|
$
|
385
|
|
NM APP Canada Corp.
|
|
7,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
8,234
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|||||||||
NM APP US LLC
|
|
5,138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
5,206
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|||||||||
NM CLFX LP
|
|
12,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,538
|
|
|
|
|
|
365
|
|
|
—
|
|
|||||||||
NM DRVT LLC
|
|
5,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
5,446
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|||||||||
NM JRA LLC
|
|
2,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
2,215
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|||||||||
NM GLCR LLC
|
|
—
|
|
|
14,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,750
|
|
|
|
|
|
425
|
|
|
—
|
|
|||||||||
NM KRLN LLC
|
|
8,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|
8,328
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|||||||||
NMFC Senior Loan Program II LLC
|
|
79,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,400
|
|
|
—
|
|
|
2,620
|
|
|
—
|
|
|||||||||
UniTek Global Services, Inc.
|
|
64,593
|
|
|
1,578
|
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
65,643
|
|
|
422
|
|
|
1,454
|
|
|
238
|
|
|||||||||
Total Controlled Investments
|
|
$
|
185,402
|
|
|
$
|
54,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(456
|
)
|
|
$
|
239,147
|
|
|
$
|
1,201
|
|
|
$
|
5,693
|
|
|
$
|
623
|
|
|
(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 redemptions 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 1940 Act. Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of
March 31, 2018
,
10.2%
of the Company’s total investments were non-qualifying assets.
|
|
|
March 31, 2018
|
|
Investment Type
|
|
Percent of Total
Investments at Fair Value
|
|
First lien
|
|
37.31
|
%
|
Second lien
|
|
39.16
|
%
|
Subordinated
|
|
3.43
|
%
|
Equity and other
|
|
20.10
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
March 31, 2018
|
|
Industry Type
|
|
Percent of Total
Investments at Fair Value
|
|
Business Services
|
|
32.87
|
%
|
Software
|
|
14.89
|
%
|
Healthcare Services
|
|
13.36
|
%
|
Education
|
|
9.41
|
%
|
Distribution & Logistics
|
|
5.94
|
%
|
Investment Fund
|
|
5.18
|
%
|
Consumer Services
|
|
4.35
|
%
|
Federal Services
|
|
3.91
|
%
|
Energy
|
|
3.74
|
%
|
Net Lease
|
|
2.87
|
%
|
Healthcare Information Technology
|
|
1.72
|
%
|
Business Products
|
|
1.03
|
%
|
Packaging
|
|
0.73
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
March 31, 2018
|
|
Interest Rate Type
|
|
Percent of Total
Investments at Fair Value
|
|
Floating rates
|
|
87.74
|
%
|
Fixed rates
|
|
12.26
|
%
|
Total investments
|
|
100.00
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Air Newco LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
10.94% (L + 9.50%/Q)
|
|
1/30/2015
|
|
1/31/2023
|
|
$
|
40,000
|
|
|
$
|
39,033
|
|
|
$
|
39,000
|
|
|
3.77
|
%
|
Shine Acquisition Co. S.à.r.l / Boing US Holdco Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (3)
|
|
8.88% (L + 7.50%/Q)
|
|
9/25/2017
|
|
10/3/2025
|
|
40,353
|
|
|
40,056
|
|
|
40,656
|
|
|
3.93
|
%
|
|||
Total Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
$
|
80,353
|
|
|
$
|
79,089
|
|
|
$
|
79,656
|
|
|
7.70
|
%
|
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AmWINS Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
8.32% (L + 6.75%/M)
|
|
1/19/2017
|
|
1/25/2025
|
|
$
|
57,000
|
|
|
$
|
56,804
|
|
|
$
|
57,606
|
|
|
5.57
|
%
|
Alegeus Technologies, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)(10)
|
|
10.19% (L + 8.50%/Q)
|
|
4/28/2017
|
|
10/30/2023
|
|
23,500
|
|
|
23,500
|
|
|
23,500
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
10.19% (L + 8.50%/Q)
|
|
4/28/2017
|
|
10/30/2023
|
|
22,500
|
|
|
22,500
|
|
|
22,500
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
46,000
|
|
|
46,000
|
|
|
46,000
|
|
|
4.44
|
%
|
|||
PetVet Care Centers LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (2)(10)
|
|
7.69% (L + 6.00%/Q)
|
|
6/8/2017
|
|
6/8/2023
|
|
34,527
|
|
|
34,409
|
|
|
34,872
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
7.55% (L + 6.00%/Q)
|
|
6/8/2017
|
|
6/8/2023
|
|
8,646
|
|
|
8,616
|
|
|
8,733
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
9.50% (P + 5.00%/Q)
|
|
6/8/2017
|
|
6/8/2023
|
|
2,200
|
|
|
2,192
|
|
|
2,200
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
45,373
|
|
|
45,217
|
|
|
45,805
|
|
|
4.43
|
%
|
|||
Integro Parent Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.16% (L + 5.75%/Q)
|
|
10/9/2015
|
|
10/31/2022
|
|
34,873
|
|
|
34,601
|
|
|
34,786
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.63% (L + 9.25%/Q)
|
|
10/9/2015
|
|
10/30/2023
|
|
10,000
|
|
|
9,920
|
|
|
9,800
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
44,873
|
|
|
44,521
|
|
|
44,586
|
|
|
4.31
|
%
|
|||
Severin Acquisition, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)(10)
|
|
10.32% (L + 8.75%/M)
|
|
7/31/2015
|
|
7/29/2022
|
|
15,000
|
|
|
14,891
|
|
|
15,000
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.32% (L + 8.75%/M)
|
|
2/1/2017
|
|
7/29/2022
|
|
14,518
|
|
|
14,361
|
|
|
14,518
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
10.32% (L + 8.75%/M)
|
|
11/5/2015
|
|
7/29/2022
|
|
4,154
|
|
|
4,123
|
|
|
4,154
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
10.82% (L + 9.25%/M)
|
|
2/1/2016
|
|
7/29/2022
|
|
3,273
|
|
|
3,248
|
|
|
3,273
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.57% (L + 9.00%/M)
|
|
10/14/2016
|
|
7/29/2022
|
|
2,361
|
|
|
2,341
|
|
|
2,361
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.82% (L + 9.25%/M)
|
|
8/8/2016
|
|
7/29/2022
|
|
1,825
|
|
|
1,810
|
|
|
1,825
|
|
|
|
||||
|
|
Second lien (4)(10)
|
|
10.82% (L + 9.25%/M)
|
|
8/8/2016
|
|
7/29/2022
|
|
300
|
|
|
298
|
|
|
300
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
41,431
|
|
|
41,072
|
|
|
41,431
|
|
|
4.00
|
%
|
|||
Salient CRGT Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
7.32% (L + 5.75%/M)
|
|
1/6/2015
|
|
2/28/2022
|
|
40,894
|
|
|
40,421
|
|
|
41,251
|
|
|
3.99
|
%
|
|||
Tenawa Resource Holdings LLC (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tenawa Resource Management LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (3)(10)
|
|
10.50% (Base + 8.00%/Q)
|
|
5/12/2014
|
|
10/30/2024
|
|
39,900
|
|
|
39,835
|
|
|
39,900
|
|
|
3.86
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (4)
|
|
7.69% (L + 6.00%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
$
|
19,111
|
|
|
$
|
18,996
|
|
|
$
|
19,134
|
|
|
|
|
|
|
First lien (2)
|
|
7.69% (L + 6.00%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
7,714
|
|
|
7,603
|
|
|
7,724
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
7.69% (L + 6.00%/Q)
|
|
2/24/2017
|
|
4/20/2021
|
|
6,005
|
|
|
5,891
|
|
|
6,013
|
|
|
|
||||
|
|
First lien (4)
|
|
7.69% (L + 6.00%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
2,650
|
|
|
2,632
|
|
|
2,654
|
|
|
|
||||
|
|
First lien (2)
|
|
7.69% (L + 6.00%/Q)
|
|
6/24/2016
|
|
4/20/2021
|
|
1,632
|
|
|
1,606
|
|
|
1,634
|
|
|
|
||||
|
|
First lien (4)
|
|
7.69% (L + 6.00%/Q)
|
|
3/31/2016
|
|
4/20/2021
|
|
495
|
|
|
487
|
|
|
496
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
7.69% (L + 6.00%/Q)
|
|
5/15/2015
|
|
4/20/2021
|
|
1,426
|
|
|
1,412
|
|
|
1,428
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
39,033
|
|
|
38,627
|
|
|
39,083
|
|
|
3.78
|
%
|
|||
Frontline Technologies Group Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
8.09% (L + 6.50%/Q)
|
|
9/18/2017
|
|
9/18/2023
|
|
16,750
|
|
|
16,629
|
|
|
16,625
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
8.09% (L + 6.50%/Q)
|
|
9/18/2017
|
|
9/18/2023
|
|
22,613
|
|
|
22,450
|
|
|
22,444
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
39,363
|
|
|
39,079
|
|
|
39,069
|
|
|
3.77
|
%
|
|||
Kronos Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.63% (L + 8.25%/Q)
|
|
10/26/2012
|
|
11/1/2024
|
|
36,000
|
|
|
35,508
|
|
|
37,449
|
|
|
3.62
|
%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
8.57% (L + 7.00%/M)
|
|
9/24/2015
|
|
9/24/2021
|
|
29,325
|
|
|
29,078
|
|
|
29,325
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
8.57% (L + 7.00%/M)
|
|
7/27/2017
|
|
9/24/2021
|
|
3,731
|
|
|
3,697
|
|
|
3,731
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
33,056
|
|
|
32,775
|
|
|
33,056
|
|
|
3.19
|
%
|
|||
Evo Payments International, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.57% (L + 9.00%/M)
|
|
12/8/2016
|
|
12/23/2024
|
|
25,000
|
|
|
24,824
|
|
|
25,250
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.57% (L + 9.00%/M)
|
|
12/8/2016
|
|
12/23/2024
|
|
5,000
|
|
|
5,052
|
|
|
5,050
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
29,876
|
|
|
30,300
|
|
|
2.93
|
%
|
|||
Wirepath LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (2)
|
|
6.87% (L + 5.25%/Q)
|
|
7/31/2017
|
|
8/5/2024
|
|
27,731
|
|
|
27,598
|
|
|
28,112
|
|
|
2.72
|
%
|
|||
Ansira Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.19% (L + 6.50%/Q)
|
|
12/19/2016
|
|
12/20/2022
|
|
25,920
|
|
|
25,809
|
|
|
25,855
|
|
|
|
||||
|
|
First lien (3)(11) - Drawn
|
|
8.19% (L + 6.50%/Q)
|
|
12/19/2016
|
|
12/20/2022
|
|
2,107
|
|
|
2,097
|
|
|
2,102
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
28,027
|
|
|
27,906
|
|
|
27,957
|
|
|
2.70
|
%
|
|||
TW-NHME Holdings Corp. (20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
National HME, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (4)(10)
|
|
10.95% (L + 9.25%/Q)
|
|
7/14/2015
|
|
7/14/2022
|
|
21,500
|
|
|
21,301
|
|
|
21,646
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.95% (L + 9.25%/Q)
|
|
7/14/2015
|
|
7/14/2022
|
|
5,800
|
|
|
5,737
|
|
|
5,839
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
27,038
|
|
|
27,485
|
|
|
2.66
|
%
|
|||
Navicure, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)
|
|
8.86% (L + 7.50%/M)
|
|
10/23/2017
|
|
10/31/2025
|
|
26,952
|
|
|
26,819
|
|
|
27,154
|
|
|
2.62
|
%
|
|||
Trader Interactive, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
7.50% (L + 6.00%/M)
|
|
6/15/2017
|
|
6/17/2024
|
|
27,190
|
|
|
26,999
|
|
|
26,986
|
|
|
2.61
|
%
|
|||
Marketo, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)
|
|
11.19% (L + 9.50%/Q)
|
|
8/16/2016
|
|
8/16/2021
|
|
26,820
|
|
|
26,509
|
|
|
26,820
|
|
|
2.59
|
%
|
|||
Keystone Acquisition Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
6.94% (L + 5.25%/Q)
|
|
5/10/2017
|
|
5/1/2024
|
|
19,950
|
|
|
19,764
|
|
|
20,087
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.94% (L + 9.25%/Q)
|
|
5/10/2017
|
|
5/1/2025
|
|
4,500
|
|
|
4,457
|
|
|
4,511
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
24,450
|
|
|
24,221
|
|
|
24,598
|
|
|
2.38
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
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)(10)
|
|
8.82% (L + 7.25%/M)
|
|
8/4/2015
|
|
8/4/2022
|
|
$
|
17,589
|
|
|
$
|
17,464
|
|
|
$
|
17,589
|
|
|
|
|
|
|
First lien (4)(10)
|
|
7.74% (L + 6.25%/M)
|
|
6/16/2017
|
|
8/4/2022
|
|
4,577
|
|
|
4,556
|
|
|
4,554
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
7.74% (L + 6.25%/M)
|
|
9/25/2017
|
|
8/4/2022
|
|
1,161
|
|
|
1,155
|
|
|
1,155
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
7.74% (L + 6.25%/M)
|
|
9/25/2017
|
|
8/4/2022
|
|
511
|
|
|
508
|
|
|
508
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
23,838
|
|
|
23,683
|
|
|
23,806
|
|
|
2.30
|
%
|
|||
AAC Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
9.62% (L + 8.25%/M)
|
|
9/30/2015
|
|
9/30/2020
|
|
23,161
|
|
|
22,953
|
|
|
23,161
|
|
|
2.24
|
%
|
|||
BackOffice Associates Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
8.06% (L + 6.50%/M)
|
|
8/25/2017
|
|
8/25/2023
|
|
22,869
|
|
|
22,679
|
|
|
22,669
|
|
|
2.19
|
%
|
|||
TWDiamondback Holdings Corp. (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diamondback Drugs of Delaware, L.L.C. (TWDiamondback II Holdings LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (4)(10)
|
|
10.49% (L + 8.75%/Q)
|
|
11/19/2014
|
|
11/19/2019
|
|
19,895
|
|
|
19,895
|
|
|
19,895
|
|
|
|
||||
|
|
First lien (3)(10)
|
|
10.44% (L + 8.75%/Q)
|
|
11/19/2014
|
|
11/19/2019
|
|
2,158
|
|
|
2,158
|
|
|
2,158
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
10.44% (L + 8.75%/Q)
|
|
11/19/2014
|
|
11/19/2019
|
|
605
|
|
|
605
|
|
|
605
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
22,658
|
|
|
22,658
|
|
|
22,658
|
|
|
2.19
|
%
|
|||
EN Engineering, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
7.69% (L + 6.00%/Q)
|
|
7/30/2015
|
|
6/30/2021
|
|
20,893
|
|
|
20,760
|
|
|
20,893
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
7.69% (L + 6.00%/Q)
|
|
7/30/2015
|
|
6/30/2021
|
|
1,208
|
|
|
1,200
|
|
|
1,208
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
22,101
|
|
|
21,960
|
|
|
22,101
|
|
|
2.14
|
%
|
|||
Avatar Topco, Inc (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
EAB Global, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)
|
|
8.99% (L + 7.50%/M)
|
|
11/17/2017
|
|
11/17/2025
|
|
21,450
|
|
|
21,132
|
|
|
21,236
|
|
|
2.05
|
%
|
|||
DigiCert Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.38% (L + 8.00%/Q)
|
|
9/20/2017
|
|
10/31/2025
|
|
20,176
|
|
|
20,077
|
|
|
20,347
|
|
|
1.97
|
%
|
|||
DiversiTech Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (3)
|
|
9.20% (L + 7.50%/Q)
|
|
5/18/2017
|
|
6/2/2025
|
|
19,500
|
|
|
19,315
|
|
|
19,744
|
|
|
1.91
|
%
|
|||
ABILITY Network Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Information Technology
|
|
Second lien (3)
|
|
9.21% (L + 7.75%/M)
|
|
12/11/2017
|
|
12/12/2025
|
|
18,851
|
|
|
18,839
|
|
|
18,945
|
|
|
1.83
|
%
|
|||
KeyPoint Government Solutions, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)(10)
|
|
7.35% (L + 6.00%/Q)
|
|
4/18/2017
|
|
4/18/2024
|
|
18,413
|
|
|
18,243
|
|
|
18,597
|
|
|
1.80
|
%
|
|||
AgKnowledge Holdings Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)(10)
|
|
9.82% (L + 8.25%/M)
|
|
7/23/2014
|
|
7/23/2020
|
|
18,500
|
|
|
18,409
|
|
|
18,500
|
|
|
1.79
|
%
|
|||
VF Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)(10)
|
|
10.57% (L + 9.00%/M)
|
|
7/7/2016
|
|
6/28/2024
|
|
17,086
|
|
|
17,396
|
|
|
17,598
|
|
|
1.70
|
%
|
|||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(10)
|
|
6.94% (L + 5.25%/Q)
|
|
7/2/2015
|
|
7/2/2021
|
|
17,453
|
|
|
17,344
|
|
|
17,453
|
|
|
1.69
|
%
|
|||
OEConnection LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.69% (L + 8.00%/Q)
|
|
11/22/2017
|
|
11/22/2025
|
|
16,841
|
|
|
16,548
|
|
|
16,841
|
|
|
1.63
|
%
|
|||
TIBCO Software Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
11.38%/S
|
|
11/24/2014
|
|
12/1/2021
|
|
15,000
|
|
|
14,714
|
|
|
16,378
|
|
|
1.58
|
%
|
|||
American Tire Distributors, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Subordinated (3)
|
|
10.25%/S
|
|
2/10/2015
|
|
3/1/2022
|
|
15,520
|
|
|
15,267
|
|
|
16,063
|
|
|
1.55
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Hill International, Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
7.32% (L + 5.75%/M)
|
|
6/21/2017
|
|
6/21/2023
|
|
$
|
15,721
|
|
|
$
|
15,648
|
|
|
$
|
15,642
|
|
|
1.51
|
%
|
Netsmart Inc. / Netsmart Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Information Technology
|
|
Second lien (2)
|
|
10.98% (L + 9.50%/Q)
|
|
4/18/2016
|
|
10/19/2023
|
|
15,000
|
|
|
14,686
|
|
|
15,075
|
|
|
1.46
|
%
|
|||
Transcendia Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Packaging
|
|
Second lien (3)
|
|
9.57% (L + 8.00%/M)
|
|
6/28/2017
|
|
5/30/2025
|
|
14,500
|
|
|
14,309
|
|
|
14,391
|
|
|
1.39
|
%
|
|||
SW Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)(10)
|
|
10.44% (L + 8.75%/Q)
|
|
6/30/2015
|
|
12/30/2021
|
|
14,265
|
|
|
14,167
|
|
|
14,331
|
|
|
1.38
|
%
|
|||
Peraton Holding Corp. (fka MHVC Acquisition Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
6.95% (L + 5.25%/Q)
|
|
4/25/2017
|
|
4/29/2024
|
|
14,030
|
|
|
13,987
|
|
|
14,135
|
|
|
1.37
|
%
|
|||
Ministry Brands, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)
|
|
6.38% (L + 5.00%/Q)
|
|
12/7/2016
|
|
12/2/2022
|
|
2,993
|
|
|
2,980
|
|
|
2,993
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
6.57% (L + 5.00%/M)
|
|
12/7/2016
|
|
12/2/2022
|
|
1,000
|
|
|
995
|
|
|
1,000
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.63% (L + 9.25%/Q)
|
|
12/7/2016
|
|
6/2/2023
|
|
7,840
|
|
|
7,788
|
|
|
7,840
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.63% (L + 9.25%/Q)
|
|
12/7/2016
|
|
6/2/2023
|
|
2,160
|
|
|
2,146
|
|
|
2,160
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,993
|
|
|
13,909
|
|
|
13,993
|
|
|
1.35
|
%
|
|||
nThrive, Inc. (fka Precyse Acquisition Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (2)(10)
|
|
11.32% (L + 9.75%/M)
|
|
4/19/2016
|
|
4/20/2023
|
|
13,000
|
|
|
12,813
|
|
|
12,702
|
|
|
1.23
|
%
|
|||
FR Arsenal Holdings II Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
8.81% (L + 7.25%/Q)
|
|
9/29/2016
|
|
9/8/2022
|
|
12,356
|
|
|
12,252
|
|
|
12,373
|
|
|
1.19
|
%
|
|||
Amerijet Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (4)(10)
|
|
9.57% (L + 8.00%/M)
|
|
7/15/2016
|
|
7/15/2021
|
|
10,403
|
|
|
10,344
|
|
|
10,458
|
|
|
|
||||
|
|
First lien (4)(10)
|
|
9.57% (L + 8.00%/M)
|
|
7/15/2016
|
|
7/15/2021
|
|
1,734
|
|
|
1,724
|
|
|
1,743
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
12,137
|
|
|
12,068
|
|
|
12,201
|
|
|
1.18
|
%
|
|||
SSH Group Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
6.69% (L + 5.00%/Q)
|
|
10/13/2017
|
|
10/2/2024
|
|
8,407
|
|
|
8,366
|
|
|
8,365
|
|
|
|
||||
|
|
Second lien (3)(10)
|
|
10.69% (L + 9.00%/Q)
|
|
10/13/2017
|
|
10/2/2025
|
|
3,363
|
|
|
3,330
|
|
|
3,329
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,770
|
|
|
11,696
|
|
|
11,694
|
|
|
1.13
|
%
|
|||
ProQuest LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.55% (L + 9.00%/M)
|
|
12/14/2015
|
|
12/15/2022
|
|
11,620
|
|
|
11,440
|
|
|
11,620
|
|
|
1.12
|
%
|
|||
Xactly Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)(10)
|
|
8.82% (L + 7.25%/M)
|
|
7/31/2017
|
|
7/29/2022
|
|
11,600
|
|
|
11,492
|
|
|
11,484
|
|
|
1.11
|
%
|
|||
Zywave, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)(10)
|
|
10.42% (L + 9.00%/Q)
|
|
11/22/2016
|
|
11/17/2023
|
|
11,000
|
|
|
10,927
|
|
|
11,011
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
8.50% (P + 4.00%/Q)
|
|
11/22/2016
|
|
11/17/2022
|
|
200
|
|
|
199
|
|
|
200
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Drawn
|
|
6.57% (L + 5.00%/Q)
|
|
11/22/2016
|
|
11/17/2022
|
|
250
|
|
|
248
|
|
|
250
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,450
|
|
|
11,374
|
|
|
11,461
|
|
|
1.11
|
%
|
|||
QC McKissock Investment, LLC (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
McKissock, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(10)
|
|
7.94% (L + 6.25%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
6,415
|
|
|
6,386
|
|
|
6,415
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
7.94% (L + 6.25%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
3,058
|
|
|
3,046
|
|
|
3,058
|
|
|
|
||||
|
|
First lien (2)(10)
|
|
7.94% (L + 6.25%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
987
|
|
|
983
|
|
|
987
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,460
|
|
|
10,415
|
|
|
10,460
|
|
|
1.01
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Masergy Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.19% (L + 8.50%/Q)
|
|
12/14/2016
|
|
12/16/2024
|
|
$
|
10,000
|
|
|
$
|
9,943
|
|
|
$
|
10,144
|
|
|
0.98
|
%
|
Idera, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)
|
|
10.57% (L + 9.00%/M)
|
|
6/27/2017
|
|
6/27/2025
|
|
10,000
|
|
|
9,856
|
|
|
10,100
|
|
|
0.97
|
%
|
|||
Quest Software US Holdings Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.92% (L + 5.50%/Q)
|
|
10/31/2016
|
|
10/31/2022
|
|
9,899
|
|
|
9,775
|
|
|
10,071
|
|
|
0.97
|
%
|
|||
PowerPlan Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)(10)
|
|
10.57% (L + 9.00%/M)
|
|
2/23/2015
|
|
2/23/2023
|
|
10,000
|
|
|
9,927
|
|
|
10,000
|
|
|
0.97
|
%
|
|||
WD Wolverine Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
7.07% (L + 5.50%/M)
|
|
2/22/2017
|
|
8/16/2022
|
|
9,813
|
|
|
9,534
|
|
|
9,512
|
|
|
0.92
|
%
|
|||
Pelican Products, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
Second lien (2)
|
|
9.94% (L + 8.25%/Q)
|
|
4/9/2014
|
|
4/9/2021
|
|
9,500
|
|
|
9,533
|
|
|
9,500
|
|
|
0.92
|
%
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.19% (L + 8.50%/Q)
|
|
6/9/2016
|
|
9/7/2024
|
|
9,333
|
|
|
9,230
|
|
|
9,473
|
|
|
0.91
|
%
|
|||
Harley Marine Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (2)
|
|
10.63% (L + 9.25%/Q)
|
|
12/18/2013
|
|
12/20/2019
|
|
9,000
|
|
|
8,929
|
|
|
8,955
|
|
|
0.86
|
%
|
|||
JAMF Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)
|
|
9.41% (L + 8.00%/Q)
|
|
11/13/2017
|
|
11/11/2022
|
|
8,757
|
|
|
8,672
|
|
|
8,670
|
|
|
0.84
|
%
|
|||
Autodata, Inc. (Autodata Solutions, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
8.82% (L + 7.25%/Q)
|
|
12/12/2017
|
|
12/12/2025
|
|
7,406
|
|
|
7,387
|
|
|
7,387
|
|
|
0.71
|
%
|
|||
MH Sub I, LLC (Micro Holding Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
9.09% (L + 7.50%/Q)
|
|
8/16/2017
|
|
9/15/2025
|
|
7,000
|
|
|
6,932
|
|
|
7,048
|
|
|
0.68
|
%
|
|||
First American Payment Systems, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.14% (L + 5.75%/M)
|
|
1/3/2017
|
|
1/5/2024
|
|
6,844
|
|
|
6,783
|
|
|
6,880
|
|
|
0.66
|
%
|
|||
Solera LLC / Solera Finance, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
10.50%/S
|
|
2/29/2016
|
|
3/1/2024
|
|
5,000
|
|
|
4,791
|
|
|
5,650
|
|
|
0.55
|
%
|
|||
Pathway Partners Vet Management Company LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (4)
|
|
9.57% (L + 8.00%/M)
|
|
10/4/2017
|
|
10/10/2025
|
|
5,556
|
|
|
5,527
|
|
|
5,527
|
|
|
0.53
|
%
|
|||
Applied Systems, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
8.69% (L + 7.00%/Q)
|
|
9/14/2017
|
|
9/19/2025
|
|
4,923
|
|
|
4,923
|
|
|
5,106
|
|
|
0.49
|
%
|
|||
ADG, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)(10)
|
|
10.57% (L + 9.00%/M)
|
|
10/3/2016
|
|
3/28/2024
|
|
5,000
|
|
|
4,934
|
|
|
5,038
|
|
|
0.49
|
%
|
|||
Vencore, Inc. (fka The SI Organization Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
Second lien (3)
|
|
10.44% (L + 8.75%/Q)
|
|
6/14/2016
|
|
5/23/2020
|
|
4,400
|
|
|
4,350
|
|
|
4,450
|
|
|
0.43
|
%
|
|||
Affinity Dental Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(10)
|
|
7.59% (L + 6.00%/Q)
|
|
9/15/2017
|
|
9/15/2023
|
|
4,344
|
|
|
4,302
|
|
|
4,301
|
|
|
0.41
|
%
|
|||
York Risk Services Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (3)
|
|
8.50%/S
|
|
9/17/2014
|
|
10/1/2022
|
|
3,000
|
|
|
3,000
|
|
|
2,940
|
|
|
0.28
|
%
|
|||
Ensemble S Merger Sub, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
9.00%/S
|
|
9/21/2015
|
|
9/30/2023
|
|
2,000
|
|
|
1,946
|
|
|
2,125
|
|
|
0.20
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Education Management Corporation (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education Management II LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
5.85% (L + 4.50%/Q)
|
|
1/5/2015
|
|
7/2/2020
|
|
$
|
211
|
|
|
$
|
205
|
|
|
$
|
82
|
|
|
|
|
|
|
First lien (3)
|
|
5.85% (L + 4.50%/Q)
|
|
1/5/2015
|
|
7/2/2020
|
|
119
|
|
|
116
|
|
|
46
|
|
|
|
||||
|
|
First lien (2)
|
|
8.85% (L + 7.50%/Q)
|
|
1/5/2015
|
|
7/2/2020
|
|
475
|
|
|
437
|
|
|
10
|
|
|
|
||||
|
|
First lien (3)
|
|
8.85% (L + 7.50%/Q)
|
|
1/5/2015
|
|
7/2/2020
|
|
268
|
|
|
247
|
|
|
6
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
1,073
|
|
|
1,005
|
|
|
144
|
|
|
0.01
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
1,319,560
|
|
|
$
|
1,309,577
|
|
|
$
|
1,325,328
|
|
|
128.05
|
%
|
Total Funded Debt Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,399,913
|
|
|
$
|
1,388,666
|
|
|
$
|
1,404,984
|
|
|
135.75
|
%
|
Equity - Hong Kong
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bach Special Limited (Bach Preference Limited)**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (3)(10)(22)
|
|
—
|
|
9/1/2017
|
|
—
|
|
58,868
|
|
|
$
|
5,807
|
|
|
$
|
5,806
|
|
|
0.56
|
%
|
|
Total Shares - Hong Kong
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,807
|
|
|
$
|
5,806
|
|
|
0.56
|
%
|
||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Avatar Topco, Inc. (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (3)(10)(23)
|
|
—
|
|
11/17/2017
|
|
—
|
|
35,750
|
|
|
$
|
35,220
|
|
|
$
|
35,204
|
|
|
3.40
|
%
|
|
Tenawa Resource Holdings LLC (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
QID NGL LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Ordinary shares (7)(10)
|
|
—
|
|
5/12/2014
|
|
—
|
|
5,290,997
|
|
|
5,291
|
|
|
8,154
|
|
|
|
||||
|
|
Preferred shares (7)(10)
|
|
—
|
|
10/30/2017
|
|
—
|
|
620,706
|
|
|
621
|
|
|
1,007
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
5,912
|
|
|
9,161
|
|
|
0.88
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TWDiamondback Holdings Corp. (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Preferred shares (4)(10)
|
|
—
|
|
11/19/2014
|
|
—
|
|
200
|
|
|
2,000
|
|
|
4,508
|
|
|
0.44
|
%
|
|||
TW-NHME Holdings Corp. (20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Preferred shares (4)(10)
|
|
—
|
|
7/14/2015
|
|
—
|
|
100
|
|
|
1,000
|
|
|
944
|
|
|
|
||||
|
|
Preferred shares (4)(10)
|
|
—
|
|
1/5/2016
|
|
—
|
|
16
|
|
|
158
|
|
|
149
|
|
|
|
||||
|
|
Preferred shares (4)(10)
|
|
—
|
|
6/30/2016
|
|
—
|
|
6
|
|
|
68
|
|
|
58
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
1,226
|
|
|
1,151
|
|
|
0.11
|
%
|
||||
Ancora Acquisition LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (6)(10)
|
|
—
|
|
8/12/2013
|
|
—
|
|
372
|
|
|
83
|
|
|
393
|
|
|
0.04
|
%
|
|||
Education Management Corporation (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (2)
|
|
—
|
|
1/5/2015
|
|
—
|
|
3,331
|
|
|
200
|
|
|
—
|
|
|
|
||||
|
|
Preferred shares (3)
|
|
—
|
|
1/5/2015
|
|
—
|
|
1,879
|
|
|
113
|
|
|
—
|
|
|
|
||||
|
|
Ordinary shares (2)
|
|
—
|
|
1/5/2015
|
|
—
|
|
2,994,065
|
|
|
100
|
|
|
10
|
|
|
|
||||
|
|
Ordinary shares (3)
|
|
—
|
|
1/5/2015
|
|
—
|
|
1,688,976
|
|
|
56
|
|
|
6
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
469
|
|
|
16
|
|
|
0.00
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
44,910
|
|
|
$
|
50,433
|
|
|
4.87
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50,717
|
|
|
$
|
56,239
|
|
|
5.43
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ASP LCG Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (3)(10)
|
|
—
|
|
5/5/2014
|
|
5/5/2026
|
|
622
|
|
|
$
|
37
|
|
|
$
|
1,089
|
|
|
0.11
|
%
|
|
Ancora Acquisition LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (6)(10)
|
|
—
|
|
8/12/2013
|
|
8/12/2020
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
YP Equity Investors, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media
|
|
Warrants (5)(10)
|
|
—
|
|
5/3/2012
|
|
5/8/2022
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37
|
|
|
$
|
1,089
|
|
|
0.11
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,439,420
|
|
|
$
|
1,462,312
|
|
|
141.29
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
PetVet Care Centers LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
6/8/2017
|
|
6/8/2019
|
|
$
|
4,439
|
|
|
$
|
(16
|
)
|
|
$
|
44
|
|
|
0.00
|
%
|
VetCor Professional Practices LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
5/15/2015
|
|
4/20/2021
|
|
1,274
|
|
|
(13
|
)
|
|
2
|
|
|
|
||||
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
12/29/2017
|
|
12/29/2019
|
|
8,552
|
|
|
(75
|
)
|
|
11
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
9,826
|
|
|
(88
|
)
|
|
13
|
|
|
0.00
|
%
|
|||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
7/2/2015
|
|
7/2/2021
|
|
2,100
|
|
|
(21
|
)
|
|
—
|
|
|
|
||||
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
12/20/2017
|
|
12/20/2019
|
|
13,465
|
|
|
(118
|
)
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
15,565
|
|
|
(139
|
)
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
8/4/2015
|
|
8/4/2021
|
|
1,000
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
%
|
|||
Valet Waste Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/24/2015
|
|
9/24/2021
|
|
3,750
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
%
|
|||
Zywave, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
11/22/2016
|
|
11/17/2022
|
|
1,550
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
%
|
|||
Marketo, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
8/16/2016
|
|
8/16/2021
|
|
1,788
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
%
|
|||
Ansira Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(11) - Undrawn
|
|
—
|
|
12/19/2016
|
|
12/20/2018
|
|
1,700
|
|
|
(9
|
)
|
|
(4
|
)
|
|
(0.00
|
)%
|
|||
JAMF Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
11/13/2017
|
|
11/11/2022
|
|
750
|
|
|
(8
|
)
|
|
(8
|
)
|
|
(0.00
|
)%
|
|||
Xactly Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
7/31/2017
|
|
7/29/2022
|
|
992
|
|
|
(10
|
)
|
|
(10
|
)
|
|
(0.00
|
)%
|
|||
Pathway Partners Vet Management Company LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (4)(11) - Undrawn
|
|
—
|
|
10/4/2017
|
|
10/10/2019
|
|
2,444
|
|
|
(12
|
)
|
|
(12
|
)
|
|
(0.00
|
)%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Trader Interactive, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
6/15/2017
|
|
6/15/2023
|
|
$
|
1,673
|
|
|
$
|
(13
|
)
|
|
$
|
(13
|
)
|
|
(0.00
|
)%
|
BackOffice Associates Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
8/25/2017
|
|
8/24/2018
|
|
3,448
|
|
|
(13
|
)
|
|
(13
|
)
|
|
|
||||
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
8/25/2017
|
|
8/25/2023
|
|
2,586
|
|
|
(23
|
)
|
|
(23
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
6,034
|
|
|
(36
|
)
|
|
(36
|
)
|
|
(0.00
|
)%
|
|||
Affinity Dental Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/15/2017
|
|
3/15/2019
|
|
11,584
|
|
|
(29
|
)
|
|
(29
|
)
|
|
|
||||
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/15/2017
|
|
3/15/2023
|
|
1,738
|
|
|
(17
|
)
|
|
(17
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,322
|
|
|
(46
|
)
|
|
(46
|
)
|
|
(0.00
|
)%
|
|||
Frontline Technologies Group Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
9/18/2017
|
|
9/18/2019
|
|
7,738
|
|
|
(58
|
)
|
|
(58
|
)
|
|
(0.01
|
)%
|
|||
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
72,571
|
|
|
$
|
(531
|
)
|
|
$
|
(130
|
)
|
|
(0.01
|
)%
|
Total Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,438,889
|
|
|
$
|
1,462,182
|
|
|
141.28
|
%
|
||
Non-Controlled/Affiliated Investments(24)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(10)(11) - Drawn
|
|
5.00%/M
|
|
6/9/2015
|
|
6/9/2020
|
|
$
|
3,172
|
|
|
$
|
3,172
|
|
|
$
|
3,172
|
|
|
|
|
|
|
Subordinated (3)(10)
|
|
8.50% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
4,491
|
|
|
4,486
|
|
|
4,491
|
|
|
|
||||
|
|
Subordinated (2)(10)
|
|
10.00% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
16,760
|
|
|
16,760
|
|
|
13,408
|
|
|
|
||||
|
|
Subordinated (3)(10)
|
|
10.00% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
4,123
|
|
|
4,123
|
|
|
3,298
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
28,546
|
|
|
28,541
|
|
|
24,369
|
|
|
2.36
|
%
|
|||
Permian Holdco 1, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 2, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Subordinated (3)(10)
|
|
14.00% PIK/Q*
|
|
10/31/2016
|
|
10/15/2021
|
|
2,007
|
|
|
2,007
|
|
|
2,007
|
|
|
|
||||
|
|
Subordinated (3)(10)(11) - Drawn
|
|
14.00% PIK/Q*
|
|
10/31/2016
|
|
10/15/2021
|
|
696
|
|
|
696
|
|
|
696
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
2,703
|
|
|
2,703
|
|
|
2,703
|
|
|
0.26
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
31,249
|
|
|
$
|
31,244
|
|
|
$
|
27,072
|
|
|
2.62
|
%
|
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
HI Technology Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Preferred shares (3)(10)(21)
|
|
—
|
|
3/21/2017
|
|
—
|
|
2,768,000
|
|
|
$
|
105,155
|
|
|
$
|
105,155
|
|
|
10.16
|
%
|
|
NMFC Senior Loan Program I LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(10)
|
|
—
|
|
6/13/2014
|
|
—
|
|
—
|
|
|
23,000
|
|
|
23,000
|
|
|
2.22
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Sierra Hamilton Holdings Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Ordinary shares (2)(10)
|
|
—
|
|
7/31/2017
|
|
—
|
|
25,000,000
|
|
|
$
|
11,501
|
|
|
$
|
11,094
|
|
|
|
||
|
|
Ordinary shares (3)(10)
|
|
—
|
|
7/31/2017
|
|
—
|
|
2,786,000
|
|
|
1,281
|
|
|
1,236
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
12,782
|
|
|
12,330
|
|
|
1.19
|
%
|
||||
Permian Holdco 1, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Preferred shares (3)(10)(17)
|
|
—
|
|
10/31/2016
|
|
—
|
|
1,569,226
|
|
|
6,829
|
|
|
8,631
|
|
|
|
||||
|
|
Ordinary shares (3)(10)
|
|
—
|
|
10/31/2016
|
|
—
|
|
1,366,452
|
|
|
1,350
|
|
|
1,399
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
8,179
|
|
|
10,030
|
|
|
0.97
|
%
|
||||
Edmentum Ultimate Holdings, LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Ordinary shares (3)(10)
|
|
—
|
|
6/9/2015
|
|
—
|
|
123,968
|
|
|
11
|
|
|
262
|
|
|
|
||||
|
|
Ordinary shares (2)(10)
|
|
—
|
|
6/9/2015
|
|
—
|
|
107,143
|
|
|
9
|
|
|
227
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
489
|
|
|
0.05
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
149,136
|
|
|
$
|
151,004
|
|
|
14.59
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
180,380
|
|
|
$
|
178,076
|
|
|
17.21
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(10)(11) - Undrawn
|
|
—
|
|
6/9/2015
|
|
6/9/2020
|
|
$
|
1,709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Permian Holdco 1, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 2, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Subordinated (3)(10)(11) - Undrawn
|
|
—
|
|
10/31/2016
|
|
10/15/2021
|
|
342
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
2,051
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Non-Controlled/Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
180,380
|
|
|
$
|
178,076
|
|
|
17.21
|
%
|
||
Controlled Investments(25)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(10)
|
|
10.20% (L + 8.50%/Q)
|
|
1/13/2015
|
|
1/13/2019
|
|
$
|
10,846
|
|
|
$
|
10,846
|
|
|
$
|
10,846
|
|
|
|
|
|
|
First lien (2)(10)
|
|
9.84% (L + 7.50% + 1.00% PIK/Q)*
|
|
1/13/2015
|
|
1/13/2019
|
|
797
|
|
|
797
|
|
|
797
|
|
|
|
||||
|
|
Subordinated (2)(10)
|
|
15.00% PIK/Q*
|
|
1/13/2015
|
|
7/13/2019
|
|
2,003
|
|
|
2,003
|
|
|
2,003
|
|
|
|
||||
|
|
Subordinated (3)(10)
|
|
15.00% PIK/Q*
|
|
1/13/2015
|
|
7/13/2019
|
|
1,198
|
|
|
1,198
|
|
|
1,198
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
14,844
|
|
|
14,844
|
|
|
14,844
|
|
|
1.43
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
14,844
|
|
|
$
|
14,844
|
|
|
$
|
14,844
|
|
|
1.43
|
%
|
Equity - Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NM APP Canada Corp.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
9/13/2016
|
|
—
|
|
—
|
|
|
$
|
7,345
|
|
|
$
|
7,962
|
|
|
0.77
|
%
|
|
Total Shares - Canada
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,345
|
|
|
$
|
7,962
|
|
|
0.77
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate(9)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NMFC Senior Loan Program II LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(10)
|
|
—
|
|
5/3/2016
|
|
—
|
|
—
|
|
|
$
|
79,400
|
|
|
$
|
79,400
|
|
|
7.67
|
%
|
|
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Preferred shares (2)(10)(18)
|
|
—
|
|
1/13/2015
|
|
—
|
|
21,753,102
|
|
|
19,373
|
|
|
19,288
|
|
|
|
||||
|
|
Preferred shares (3)(10)(18)
|
|
—
|
|
1/13/2015
|
|
—
|
|
6,011,522
|
|
|
5,353
|
|
|
5,330
|
|
|
|
||||
|
|
Preferred shares (3)(10)(19)
|
|
—
|
|
6/30/2017
|
|
—
|
|
10,863,583
|
|
|
10,864
|
|
|
10,864
|
|
|
|
||||
|
|
Ordinary shares (2)(10)
|
|
—
|
|
1/13/2015
|
|
—
|
|
2,096,477
|
|
|
1,925
|
|
|
7,313
|
|
|
|
||||
|
|
Ordinary shares (3)(10)
|
|
—
|
|
1/13/2015
|
|
—
|
|
1,993,749
|
|
|
531
|
|
|
6,954
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
38,046
|
|
|
49,749
|
|
|
4.81
|
%
|
||||
NM CLFX LP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
10/6/2017
|
|
—
|
|
—
|
|
|
12,538
|
|
|
12,538
|
|
|
1.21
|
%
|
|||
NM KRLN LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
11/15/2016
|
|
—
|
|
—
|
|
|
7,510
|
|
|
8,195
|
|
|
0.79
|
%
|
|||
NM DRVT LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
11/18/2016
|
|
—
|
|
—
|
|
|
5,152
|
|
|
5,385
|
|
|
0.52
|
%
|
|||
NM APP US LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
9/13/2016
|
|
—
|
|
—
|
|
|
5,080
|
|
|
5,138
|
|
|
0.50
|
%
|
|||
NM JRA LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (8)(10)
|
|
—
|
|
8/12/2016
|
|
—
|
|
—
|
|
|
2,043
|
|
|
2,191
|
|
|
0.21
|
%
|
|||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
149,769
|
|
|
$
|
162,596
|
|
|
15.71
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
|
|
$
|
157,114
|
|
|
$
|
170,558
|
|
|
16.48
|
%
|
||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Warrants (3)(10)
|
|
—
|
|
6/30/2017
|
|
12/31/2018
|
|
526,925
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
171,958
|
|
|
$
|
185,402
|
|
|
17.91
|
%
|
||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
1/13/2015
|
|
1/13/2019
|
|
$
|
2,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
First lien (3)(10)(11) - Undrawn
|
|
—
|
|
1/13/2015
|
|
1/13/2019
|
|
758
|
|
|
—
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
2,806
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
2,806
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Controlled Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
171,958
|
|
|
$
|
185,402
|
|
|
17.91
|
%
|
||
Total Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,791,227
|
|
|
$
|
1,825,660
|
|
|
176.4
|
%
|
(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 is held in New Mountain Net Lease Corporation.
|
(9)
|
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, 2017.
|
(10)
|
The fair value of the Company's investment is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 4.
Fair Value,
for details.
|
(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 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.
|
(13)
|
The Company holds investments in three related entities of Tenawa Resource Holdings LLC. The Company holds 4.77% 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), class A preferred units in QID NGL LLC and a first lien investment in Tenawa Resource Management LLC, a wholly-owned subsidiary of Tenawa Resource Holdings LLC.
|
(14)
|
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.
|
(15)
|
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.
|
(16)
|
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.
|
(17)
|
The Company holds preferred equity in Permian Holdco 1, Inc. that is entitled to receive cumulative preferential dividends at a rate of 12.0% per annum payable in additional shares.
|
(18)
|
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.
|
(19)
|
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to receive cumulative preferential dividends at a rate of 19.0% per annum payable in additional shares.
|
(20)
|
The Company holds equity investments in TW-NHME Holdings Corp., and holds a second lien term loan investment in National HME, Inc., a wholly-owned subsidiary of TW-NHME Holdings Corp.
|
(21)
|
The Company holds convertible preferred equity in HI Technology Corp that is accruing dividends at a rate of 15.0% per annum.
|
(22)
|
The Company holds preferred equity in Bach Special Limited (Bach Preference Limited) that is entitled to receive cumulative preferential dividends at a rate of 12.25% per annum payable in additional shares.
|
(23)
|
The Company holds preferred equity in Avatar Topco, Inc., and holds a second lien term loan investment in EAB Global, Inc., a wholly-owned subsidiary of Avatar Topco, Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of L + 11.00% per annum.
|
(24)
|
Denotes investments in which the Company is an “Affiliated Person”, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), 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, 2017
and
December 31, 2016
along with transactions during the year ended
December 31, 2017
in which the issuer was a non-controlled/affiliated investment is as follows:
|
Portfolio Company
|
|
Fair Value at December 31, 2016
|
|
Gross
Additions (A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value at December 31, 2017
|
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
|
|
$
|
23,247
|
|
|
$
|
10,912
|
|
|
$
|
(5,381
|
)
|
|
$
|
—
|
|
|
$
|
(3,920
|
)
|
|
$
|
24,858
|
|
|
$
|
2,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
HI Technology Corp.
|
|
—
|
|
|
105,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,155
|
|
|
—
|
|
|
11,667
|
|
|
—
|
|
|||||||||
NMFC Senior Loan Program I LLC
|
|
23,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,000
|
|
|
—
|
|
|
3,498
|
|
|
1,156
|
|
|||||||||
Permian Holdco 1, Inc. / Permian Holdco 2, Inc.
|
|
11,193
|
|
|
1,916
|
|
|
—
|
|
|
—
|
|
|
(376
|
)
|
|
12,733
|
|
|
270
|
|
|
960
|
|
|
30
|
|
|||||||||
Sierra Hamilton Holdings Corporation
|
|
—
|
|
|
12,782
|
|
|
—
|
|
|
—
|
|
|
(452
|
)
|
|
12,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total Non-Controlled/Affiliated Investments
|
|
$
|
57,440
|
|
|
$
|
130,765
|
|
|
$
|
(5,381
|
)
|
|
$
|
—
|
|
|
$
|
(4,748
|
)
|
|
$
|
178,076
|
|
|
$
|
2,808
|
|
|
$
|
16,125
|
|
|
$
|
1,186
|
|
(A)
|
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind (“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 redemptions 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.
|
(25)
|
Denotes investments in which the Company is in “Control”, as defined in the 1940 Act, 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, 2017
and
December 31, 2016
along with transactions during the year ended
December 31, 2017
in which the issuer was a controlled investment, is as follows:
|
Portfolio Company
|
|
Fair Value at
December 31, 2016 |
|
Gross
Additions
(A)
|
|
Gross
Redemptions
(B)
|
|
Net
Realized
Gains
(Losses)
|
|
Net Change In
Unrealized
Appreciation
(Depreciation)
|
|
Fair Value at December 31, 2017
|
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
New Mountain Net Lease Corporation
|
|
$
|
27,000
|
|
|
$
|
—
|
|
|
$
|
(27,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NM APP CANADA CORP
|
|
—
|
|
|
7,345
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|
7,962
|
|
|
—
|
|
|
911
|
|
|
—
|
|
|||||||||
NM APP US LLC
|
|
—
|
|
|
5,080
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
5,138
|
|
|
—
|
|
|
594
|
|
|
—
|
|
|||||||||
NM CLFX LP
|
|
—
|
|
|
12,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,538
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|||||||||
NM DRVT LLC
|
|
—
|
|
|
5,152
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
5,385
|
|
|
—
|
|
|
520
|
|
|
—
|
|
|||||||||
NM JRA LLC
|
|
—
|
|
|
2,043
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
2,191
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|||||||||
NM KRLN LLC
|
|
—
|
|
|
7,510
|
|
|
—
|
|
|
—
|
|
|
685
|
|
|
8,195
|
|
|
—
|
|
|
736
|
|
|
—
|
|
|||||||||
NMFC Senior Loan Program II LLC
|
|
71,460
|
|
|
7,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,400
|
|
|
—
|
|
|
12,406
|
|
|
—
|
|
|||||||||
UniTek Global Services, Inc.
|
|
56,361
|
|
|
14,777
|
|
|
(4,006
|
)
|
|
—
|
|
|
(2,539
|
)
|
|
64,593
|
|
|
1,709
|
|
|
4,415
|
|
|
819
|
|
|||||||||
Total Controlled Investments
|
|
$
|
154,821
|
|
|
$
|
62,385
|
|
|
$
|
(31,006
|
)
|
|
$
|
—
|
|
|
$
|
(798
|
)
|
|
$
|
185,402
|
|
|
$
|
1,709
|
|
|
$
|
20,155
|
|
|
$
|
819
|
|
(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 redemptions 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 1940 Act. Qualifying assets must represent at least 70.0% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets. As of
December 31, 2017
,
11.0%
of the Company’s total investments were non-qualifying assets.
|
|
|
December 31, 2017
|
|
Investment Type
|
|
Percent of Total
Investments at Fair Value
|
|
First lien
|
|
37.99
|
%
|
Second lien
|
|
37.41
|
%
|
Subordinated
|
|
3.85
|
%
|
Equity and other
|
|
20.75
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
December 31, 2017
|
|
Industry Type
|
|
Percent of Total
Investments at Fair Value
|
|
Business Services
|
|
31.85
|
%
|
Software
|
|
16.33
|
%
|
Healthcare Services
|
|
9.60
|
%
|
Education
|
|
9.48
|
%
|
Consumer Services
|
|
7.18
|
%
|
Distribution & Logistics
|
|
6.15
|
%
|
Investment Fund
|
|
5.61
|
%
|
Federal Services
|
|
4.30
|
%
|
Energy
|
|
4.06
|
%
|
Net Lease
|
|
2.27
|
%
|
Healthcare Information Technology
|
|
1.86
|
%
|
Packaging
|
|
0.79
|
%
|
Business Products
|
|
0.52
|
%
|
Total investments
|
|
100.00
|
%
|
|
|
December 31, 2017
|
|
Interest Rate Type
|
|
Percent of Total
Investments at Fair Value
|
|
Floating rates
|
|
87.48
|
%
|
Fixed rates
|
|
12.52
|
%
|
Total investments
|
|
100.00
|
%
|
(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 procedures:
|
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.
|
|
|
|
|
Lease
|
|
|
|
Total
|
|
Fair Value as of
|
||
Portfolio Company
|
|
Tenant
|
|
Expiration Date
|
|
Location
|
|
Square Feet
|
|
March 31, 2018
|
||
NM GLCR LLC
|
|
Artic Glacier U.S.A.
|
|
2/28/2038
|
|
Los Angeles, CA/
San Diego, CA/ Bakersfield, CA/ East Bay, CA |
|
214
|
|
$
|
14,750
|
|
NM CLFX LP
|
|
Victor Equipment Company
|
|
08/31/2033
|
|
Denton, TX
|
|
423
|
|
12,538
|
|
|
NM KRLN LLC
|
|
Kirlin Group, LLC
|
|
6/30/2029
|
|
Rockville, MD
|
|
95
|
|
8,328
|
|
|
NM APP Canada Corp.
|
|
A.P. Plasman, Inc.
|
|
9/30/2031
|
|
Ontario, Canada
|
|
436
|
|
8,234
|
|
|
NM DRVT LLC
|
|
FMH Conveyors, LLC
|
|
10/31/2031
|
|
Jonesboro, AR
|
|
195
|
|
5,446
|
|
|
NM APP US LLC
|
|
Plasman Corp, LLC / A-Brite LP
|
|
9/30/2033
|
|
Fort Payne, AL/Cleveland, OH
|
|
261
|
|
5,206
|
|
|
NM JRA LLC
|
|
J.R. Automation Technologies, LLC
|
|
1/31/2031
|
|
Holland, MI
|
|
88
|
|
2,215
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
56,717
|
|
|
Cost
|
|
Fair Value
|
||||
First lien
|
$
|
734,071
|
|
|
$
|
738,027
|
|
Second lien
|
766,631
|
|
|
774,515
|
|
||
Subordinated
|
69,223
|
|
|
67,918
|
|
||
Equity and other
|
375,733
|
|
|
397,463
|
|
||
Total investments
|
$
|
1,945,658
|
|
|
$
|
1,977,923
|
|
|
Cost
|
|
Fair Value
|
||||
Business Services
|
$
|
633,138
|
|
|
$
|
650,179
|
|
Software
|
287,848
|
|
|
294,622
|
|
||
Healthcare Services
|
264,881
|
|
|
264,355
|
|
||
Education
|
190,454
|
|
|
186,089
|
|
||
Distribution & Logistics
|
113,409
|
|
|
117,396
|
|
||
Investment Fund
|
102,400
|
|
|
102,400
|
|
||
Consumer Services
|
85,204
|
|
|
86,145
|
|
||
Federal Services
|
75,765
|
|
|
77,273
|
|
||
Energy
|
70,015
|
|
|
73,904
|
|
||
Net Lease
|
54,418
|
|
|
56,717
|
|
||
Healthcare Information Technology
|
33,534
|
|
|
34,008
|
|
||
Business Products
|
20,279
|
|
|
20,444
|
|
||
Packaging
|
14,313
|
|
|
14,391
|
|
||
Total investments
|
$
|
1,945,658
|
|
|
$
|
1,977,923
|
|
|
Cost
|
|
Fair Value
|
||||
First lien
|
$
|
688,696
|
|
|
$
|
693,563
|
|
Second lien
|
674,536
|
|
|
682,950
|
|
||
Subordinated
|
70,991
|
|
|
70,257
|
|
||
Equity and other
|
357,004
|
|
|
378,890
|
|
||
Total investments
|
$
|
1,791,227
|
|
|
$
|
1,825,660
|
|
|
Cost
|
|
Fair Value
|
||||
Business Services
|
$
|
566,344
|
|
|
$
|
581,434
|
|
Software
|
291,445
|
|
|
298,172
|
|
||
Healthcare Services
|
174,046
|
|
|
175,348
|
|
||
Education
|
176,399
|
|
|
173,072
|
|
||
Consumer Services
|
129,311
|
|
|
131,116
|
|
||
Distribution & Logistics
|
107,835
|
|
|
112,241
|
|
||
Investment Fund
|
102,400
|
|
|
102,400
|
|
||
Federal Services
|
77,001
|
|
|
78,433
|
|
||
Energy
|
69,411
|
|
|
74,124
|
|
||
Net Lease
|
39,668
|
|
|
41,409
|
|
||
Healthcare Information Technology
|
33,525
|
|
|
34,020
|
|
||
Packaging
|
14,309
|
|
|
14,391
|
|
||
Business Products
|
9,533
|
|
|
9,500
|
|
||
Total investments
|
$
|
1,791,227
|
|
|
$
|
1,825,660
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||
First lien investments (1)
|
|
376,233
|
|
|
386,100
|
|
Weighted average interest rate on first lien investments (2)
|
|
6.36
|
%
|
|
6.05
|
%
|
Number of portfolio companies in SLP II
|
|
32
|
|
|
35
|
|
Largest portfolio company investment (1)
|
|
17,281
|
|
|
17,369
|
|
Total of five largest portfolio company investments (1)
|
|
79,442
|
|
|
81,728
|
|
|
(1)
|
Reflects principal amount or par value of investment.
|
(2)
|
Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
|
Portfolio Company and Type of Investment
|
|
Industry
|
|
Interest Rate (1)
|
|
Maturity Date
|
|
Principal Amount or Par Value
|
|
Cost
|
|
Fair
Value (2) |
||||||
Funded Investments - First lien:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Access CIG, LLC
|
|
Business Services
|
|
5.63% (L + 3.75%)
|
|
2/27/2025
|
|
$
|
8,273
|
|
|
$
|
8,232
|
|
|
$
|
8,379
|
|
ADG, LLC
|
|
Healthcare Services
|
|
6.63% (L + 4.75%)
|
|
9/28/2023
|
|
16,991
|
|
|
16,852
|
|
|
16,736
|
|
|||
ASG Technologies Group, Inc.
|
|
Software
|
|
5.38% (L + 3.50%)
|
|
7/31/2024
|
|
7,463
|
|
|
7,428
|
|
|
7,490
|
|
|||
AVSC Holding Corp.
|
|
Business Services
|
|
5.13% (L + 3.25%)
|
|
3/3/2025
|
|
1,500
|
|
|
1,496
|
|
|
1,503
|
|
|||
Beaver-Visitec International Holdings, Inc.
|
|
Healthcare Products
|
|
7.30% (L + 5.00%)
|
|
8/21/2023
|
|
14,775
|
|
|
14,656
|
|
|
14,849
|
|
|||
DigiCert, Inc.
|
|
Business Services
|
|
6.52% (L + 4.75%)
|
|
10/31/2024
|
|
10,000
|
|
|
9,952
|
|
|
10,129
|
|
|||
FPC Holdings, Inc.
|
|
Distribution & Logistics
|
|
5.88% (L + 4.50%)
|
|
11/18/2022
|
|
15,000
|
|
|
14,550
|
|
|
14,681
|
|
|||
Globallogic Holdings Inc.
|
|
Business Services
|
|
6.05% (L + 3.75%)
|
|
6/20/2022
|
|
9,677
|
|
|
9,615
|
|
|
9,762
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
6.55% (L + 4.25%)
|
|
2/16/2024
|
|
14,887
|
|
|
14,823
|
|
|
15,036
|
|
|||
Idera, Inc.
|
|
Software
|
|
6.38% (L + 4.50%)
|
|
6/28/2024
|
|
12,588
|
|
|
12,472
|
|
|
12,729
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
6.55% (L + 4.25%)
|
|
9/7/2023
|
|
13,324
|
|
|
13,276
|
|
|
13,390
|
|
|||
Keystone Acquisition Corp.
|
|
Healthcare Services
|
|
7.55% (L + 5.25%)
|
|
5/1/2024
|
|
5,373
|
|
|
5,325
|
|
|
5,407
|
|
|||
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
6.40% (L + 4.25%)
|
|
3/17/2025
|
|
4,400
|
|
|
4,378
|
|
|
4,389
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
6.55% (L + 4.25%)
|
|
6/5/2024
|
|
11,910
|
|
|
11,856
|
|
|
11,940
|
|
|||
Medical Solutions Holdings, Inc.
|
|
Healthcare Services
|
|
5.63% (L + 3.75%)
|
|
6/14/2024
|
|
6,965
|
|
|
6,933
|
|
|
6,998
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.88% (L + 5.00%)
|
|
12/2/2022
|
|
2,132
|
|
|
2,123
|
|
|
2,132
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.88% (L + 5.00%)
|
|
12/2/2022
|
|
7,748
|
|
|
7,717
|
|
|
7,748
|
|
|||
Navex Global, Inc.
|
|
Software
|
|
6.13% (L + 4.25%)
|
|
11/19/2021
|
|
14,859
|
|
|
14,695
|
|
|
14,924
|
|
|||
Navicure, Inc.
|
|
Healthcare Services
|
|
5.63% (L + 3.75%)
|
|
11/1/2024
|
|
14,962
|
|
|
14,891
|
|
|
15,056
|
|
|||
OEConnection LLC
|
|
Business Services
|
|
6.46% (L + 4.00%)
|
|
11/22/2024
|
|
14,963
|
|
|
14,890
|
|
|
15,056
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
6.13% (L + 4.25%)
|
|
10/10/2024
|
|
1,878
|
|
|
1,868
|
|
|
1,882
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
6.13% (L + 4.25%)
|
|
10/10/2024
|
|
6,945
|
|
|
6,913
|
|
|
6,963
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
7.56% (L + 5.25%)
|
|
4/29/2024
|
|
10,421
|
|
|
10,375
|
|
|
10,499
|
|
|||
Poseidon Intermediate, LLC
|
|
Software
|
|
6.13% (L + 4.25%)
|
|
8/15/2022
|
|
14,852
|
|
|
14,849
|
|
|
14,926
|
|
|||
Project Accelerate Parent, LLC
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
1/2/2025
|
|
15,000
|
|
|
14,927
|
|
|
15,131
|
|
|||
PSC Industrial Holdings Corp.
|
|
Industrial Services
|
|
6.04% (L + 4.25%)
|
|
10/11/2024
|
|
10,474
|
|
|
10,375
|
|
|
10,578
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
7.27% (L + 5.50%)
|
|
10/31/2022
|
|
9,899
|
|
|
9,780
|
|
|
10,095
|
|
|||
Salient CRGT Inc.
|
|
Federal Services
|
|
7.63% (L + 5.75%)
|
|
2/28/2022
|
|
14,076
|
|
|
13,962
|
|
|
14,252
|
|
|||
Severin Acquisition, LLC
|
|
Software
|
|
6.64% (L + 4.75%)
|
|
7/30/2021
|
|
14,850
|
|
|
14,793
|
|
|
14,999
|
|
|||
Shine Acquisition Co. S.a.r.l./ Boing US Holdco Inc.
|
|
Consumer Services
|
|
5.29% (L + 3.50%)
|
|
10/3/2024
|
|
14,962
|
|
|
14,927
|
|
|
15,047
|
|
|||
Sierra Acquisition Inc.
|
|
Food & Beverage
|
|
6.13% (L + 4.25%)
|
|
11/11/2024
|
|
3,741
|
|
|
3,723
|
|
|
3,772
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
6.30% (L + 4.00%)
|
|
6/7/2024
|
|
14,925
|
|
|
14,891
|
|
|
15,009
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.30% (L + 4.00%)
|
|
11/7/2024
|
|
1,103
|
|
|
1,111
|
|
|
1,109
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.30% (L + 4.00%)
|
|
11/7/2024
|
|
12,130
|
|
|
12,119
|
|
|
12,190
|
|
|||
Zywave, Inc.
|
|
Software
|
|
7.18% (L + 5.00%)
|
|
11/17/2022
|
|
17,281
|
|
|
17,212
|
|
|
17,281
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
370,327
|
|
|
$
|
367,985
|
|
|
$
|
372,067
|
|
Unfunded Investments - First lien:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Access CIG, LLC
|
|
Business Services
|
|
—
|
|
8/27/2018
|
|
$
|
1,727
|
|
|
$
|
—
|
|
|
$
|
22
|
|
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
—
|
|
9/17/2018
|
|
1,100
|
|
|
(6
|
)
|
|
(3
|
)
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
—
|
|
10/10/2019
|
|
1,142
|
|
|
(6
|
)
|
|
3
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
—
|
|
11/7/2018
|
|
1,937
|
|
|
(10
|
)
|
|
10
|
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
5,906
|
|
|
$
|
(22
|
)
|
|
$
|
32
|
|
Total Investments
|
|
|
|
|
|
|
|
$
|
376,233
|
|
|
$
|
367,963
|
|
|
$
|
372,099
|
|
|
(1)
|
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 LIBOR (L), the Prime Rate (P) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of
March 31, 2018
.
|
(2)
|
Represents the fair value in accordance with Accounting Standards Codification Topic 820,
Fair Value Measurements and Disclosures
(“ASC 820”). The Company's board of directors does not determine the fair value of the investments held by SLP II.
|
Portfolio Company and Type of Investment
|
|
Industry
|
|
Interest Rate (1)
|
|
Maturity Date
|
|
Principal Amount or Par Value
|
|
Cost
|
|
Fair
Value (2) |
||||||
Funded Investments - First lien
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
ADG, LLC
|
|
Healthcare Services
|
|
6.32% (L + 4.75%)
|
|
9/28/2023
|
|
$
|
17,034
|
|
|
$
|
16,890
|
|
|
$
|
16,779
|
|
ASG Technologies Group, Inc.
|
|
Software
|
|
6.32% (L + 4.75%)
|
|
7/31/2024
|
|
7,481
|
|
|
7,446
|
|
|
7,547
|
|
|||
Beaver-Visitec International Holdings, Inc.
|
|
Healthcare Products
|
|
6.69% (L + 5.00%)
|
|
8/21/2023
|
|
14,812
|
|
|
14,688
|
|
|
14,813
|
|
|||
DigiCert, Inc.
|
|
Business Services
|
|
6.13% (L + 4.75%)
|
|
10/31/2024
|
|
10,000
|
|
|
9,951
|
|
|
10,141
|
|
|||
Emerald 2 Limited
|
|
Business Services
|
|
5.69% (L + 4.00%)
|
|
5/14/2021
|
|
1,266
|
|
|
1,211
|
|
|
1,267
|
|
|||
Evo Payments International, LLC
|
|
Business Services
|
|
5.57% (L + 4.00%)
|
|
12/22/2023
|
|
17,369
|
|
|
17,292
|
|
|
17,492
|
|
|||
Explorer Holdings, Inc.
|
|
Healthcare Services
|
|
5.13% (L + 3.75%)
|
|
5/2/2023
|
|
2,940
|
|
|
2,917
|
|
|
2,973
|
|
|||
Globallogic Holdings Inc.
|
|
Business Services
|
|
6.19% (L + 4.50%)
|
|
6/20/2022
|
|
9,677
|
|
|
9,611
|
|
|
9,755
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
5.94% (L + 4.25%)
|
|
2/16/2024
|
|
14,925
|
|
|
14,858
|
|
|
15,074
|
|
|||
Idera, Inc.
|
|
Software
|
|
6.57% (L + 5.00%)
|
|
6/28/2024
|
|
12,619
|
|
|
12,499
|
|
|
12,556
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
9/7/2023
|
|
13,357
|
|
|
13,308
|
|
|
13,407
|
|
|||
Keystone Acquisition Corp.
|
|
Healthcare Services
|
|
6.94% (L + 5.25%)
|
|
5/1/2024
|
|
5,386
|
|
|
5,336
|
|
|
5,424
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
6/5/2024
|
|
11,940
|
|
|
11,884
|
|
|
11,940
|
|
|||
McGraw-Hill Global Education Holdings, LLC
|
|
Education
|
|
5.57% (L + 4.00%)
|
|
5/4/2022
|
|
9,850
|
|
|
9,813
|
|
|
9,844
|
|
|||
Medical Solutions Holdings, Inc.
|
|
Healthcare Services
|
|
5.82% (L + 4.25%)
|
|
6/14/2024
|
|
6,965
|
|
|
6,932
|
|
|
7,043
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.38% (L + 5.00%)
|
|
12/2/2022
|
|
2,138
|
|
|
2,128
|
|
|
2,138
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.38% (L + 5.00%)
|
|
12/2/2022
|
|
7,768
|
|
|
7,735
|
|
|
7,768
|
|
|||
Navex Global, Inc.
|
|
Software
|
|
5.82% (L + 4.25%)
|
|
11/19/2021
|
|
14,897
|
|
|
14,724
|
|
|
14,971
|
|
|||
Navicure, Inc.
|
|
Healthcare Services
|
|
5.11% (L + 3.75%)
|
|
11/1/2024
|
|
15,000
|
|
|
14,926
|
|
|
15,000
|
|
|||
OEConnection LLC
|
|
Business Services
|
|
5.69% (L + 4.00%)
|
|
11/22/2024
|
|
15,000
|
|
|
14,925
|
|
|
14,981
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
5.82% (L + 4.25%)
|
|
10/10/2024
|
|
6,963
|
|
|
6,929
|
|
|
6,980
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
5.82% (L + 4.25%)
|
|
10/10/2024
|
|
291
|
|
|
290
|
|
|
292
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
6.95% (L + 5.25%)
|
|
4/29/2024
|
|
10,448
|
|
|
10,399
|
|
|
10,526
|
|
|||
Poseidon Intermediate, LLC
|
|
Software
|
|
5.82% (L + 4.25%)
|
|
8/15/2022
|
|
14,881
|
|
|
14,877
|
|
|
14,955
|
|
|||
Project Accelerate Parent, LLC
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
1/2/2025
|
|
15,000
|
|
|
14,925
|
|
|
15,038
|
|
|||
PSC Industrial Holdings Corp.
|
|
Industrial Services
|
|
5.71% (L + 4.25%)
|
|
10/11/2024
|
|
10,500
|
|
|
10,398
|
|
|
10,500
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
6.92% (L + 5.50%)
|
|
10/31/2022
|
|
9,899
|
|
|
9,775
|
|
|
10,071
|
|
|||
Salient CRGT Inc.
|
|
Federal Services
|
|
7.32% (L + 5.75%)
|
|
2/28/2022
|
|
14,433
|
|
|
14,310
|
|
|
14,559
|
|
|||
Severin Acquisition, LLC
|
|
Software
|
|
6.32% (L + 4.75%)
|
|
7/30/2021
|
|
14,888
|
|
|
14,827
|
|
|
14,813
|
|
|||
Shine Acquisitoin Co. S.à.r.l / Boing US Holdco Inc.
|
|
Consumer Services
|
|
4.88% (L + 3.50%)
|
|
10/3/2024
|
|
15,000
|
|
|
14,964
|
|
|
15,108
|
|
|||
Sierra Acquisition, Inc.
|
|
Food & Beverage
|
|
5.68% (L + 4.25%)
|
|
11/11/2024
|
|
3,750
|
|
|
3,731
|
|
|
3,789
|
|
|||
TMK Hawk Parent, Corp.
|
|
Distribution & Logistics
|
|
4.88% (L + 3.50%)
|
|
8/28/2024
|
|
1,671
|
|
|
1,667
|
|
|
1,686
|
|
|||
University Support Services LLC (St. George's University Scholastic Services LLC)
|
|
Education
|
|
5.82% (L + 4.25%)
|
|
7/6/2022
|
|
1,875
|
|
|
1,875
|
|
|
1,900
|
|
|||
Vencore, Inc. (fka SI Organization, Inc., The)
|
|
Federal Services
|
|
6.44% (L + 4.75%)
|
|
11/23/2019
|
|
10,686
|
|
|
10,673
|
|
|
10,835
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
5.69% (L + 4.00%)
|
|
6/7/2024
|
|
14,963
|
|
|
14,928
|
|
|
15,009
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
5.69% (L + 4.00%)
|
|
11/7/2024
|
|
8,240
|
|
|
8,204
|
|
|
8,230
|
|
|||
Zywave, Inc.
|
|
Software
|
|
6.61% (L + 5.00%)
|
|
11/17/2022
|
|
17,325
|
|
|
17,252
|
|
|
17,325
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
381,237
|
|
|
$
|
379,098
|
|
|
$
|
382,529
|
|
Unfunded Investments - First lien
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
—
|
|
10/10/2019
|
|
$
|
2,728
|
|
|
$
|
(14
|
)
|
|
$
|
7
|
|
TMK Hawk Parent, Corp.
|
|
Distribution & Logistics
|
|
—
|
|
3/28/2018
|
|
75
|
|
|
—
|
|
|
1
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
—
|
|
11/7/2018
|
|
2,060
|
|
|
(9
|
)
|
|
(3
|
)
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
4,863
|
|
|
$
|
(23
|
)
|
|
$
|
5
|
|
Total Investments
|
|
|
|
|
|
|
|
$
|
386,100
|
|
|
$
|
379,075
|
|
|
$
|
382,534
|
|
|
(1)
|
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 LIBOR (L), the Prime Rate (P) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of
December 31, 2017
.
|
(2)
|
Represents the fair value in accordance with ASC 820. The Company's board of directors does not determine the fair value of the investments held by SLP II.
|
Selected Balance Sheet Information:
|
March 31, 2018
|
|
December 31, 2017
|
||||
Investments at fair value (cost of $367,963 and $379,075, respectively)
|
$
|
372,099
|
|
|
$
|
382,534
|
|
Receivable from unsettled securities sold
|
19,466
|
|
|
—
|
|
||
Cash and other assets
|
7,585
|
|
|
8,065
|
|
||
Total assets
|
$
|
399,150
|
|
|
$
|
390,599
|
|
|
|
|
|
||||
Credit facility
|
$
|
255,070
|
|
|
$
|
266,270
|
|
Deferred financing costs
|
(1,818
|
)
|
|
(1,966
|
)
|
||
Payable for unsettled securities purchased
|
34,636
|
|
|
15,964
|
|
||
Distribution payable
|
3,300
|
|
|
3,500
|
|
||
Other liabilities
|
3,191
|
|
|
2,891
|
|
||
Total liabilities
|
294,379
|
|
|
286,659
|
|
||
|
|
|
|
||||
Members' capital
|
$
|
104,771
|
|
|
$
|
103,940
|
|
Total liabilities and members' capital
|
$
|
399,150
|
|
|
$
|
390,599
|
|
|
Three Months Ended
|
||||||
Selected Statement of Operations Information:
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest income
|
$
|
5,630
|
|
|
$
|
5,173
|
|
Other income
|
22
|
|
|
214
|
|
||
Total investment income
|
5,652
|
|
|
5,387
|
|
||
|
|
|
|
||||
Interest and other financing expenses
|
2,428
|
|
|
1,849
|
|
||
Other expenses
|
224
|
|
|
162
|
|
||
Total expenses
|
2,652
|
|
|
2,011
|
|
||
Net investment income
|
3,000
|
|
|
3,376
|
|
||
|
|
|
|
||||
Net realized gains on investments
|
453
|
|
|
1,108
|
|
||
Net change in unrealized appreciation (depreciation) of investments
|
677
|
|
|
(106
|
)
|
||
Net increase in members' capital
|
$
|
4,130
|
|
|
$
|
4,378
|
|
•
|
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
|
$
|
738,027
|
|
|
$
|
—
|
|
|
$
|
88,636
|
|
|
$
|
649,391
|
|
Second lien
|
774,515
|
|
|
—
|
|
|
336,379
|
|
|
438,136
|
|
||||
Subordinated
|
67,918
|
|
|
—
|
|
|
39,726
|
|
|
28,192
|
|
||||
Equity and other
|
397,463
|
|
|
17
|
|
|
—
|
|
|
397,446
|
|
||||
Total investments
|
$
|
1,977,923
|
|
|
$
|
17
|
|
|
$
|
464,741
|
|
|
$
|
1,513,165
|
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
||||||||
First lien
|
$
|
693,563
|
|
|
$
|
—
|
|
|
$
|
136,866
|
|
|
$
|
556,697
|
|
Second lien
|
682,950
|
|
|
—
|
|
|
239,868
|
|
|
443,082
|
|
||||
Subordinated
|
70,257
|
|
|
—
|
|
|
43,156
|
|
|
27,101
|
|
||||
Equity and other
|
378,890
|
|
|
16
|
|
|
—
|
|
|
378,874
|
|
||||
Total investments
|
$
|
1,825,660
|
|
|
$
|
16
|
|
|
$
|
419,890
|
|
|
$
|
1,405,754
|
|
|
Total
|
|
First Lien
|
|
Second Lien
|
|
Subordinated
|
|
Equity and other
|
||||||||||
Fair value, December 31, 2017
|
$
|
1,405,754
|
|
|
$
|
556,697
|
|
|
$
|
443,082
|
|
|
$
|
27,101
|
|
|
$
|
378,874
|
|
Total gains or losses included in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized gains on investments
|
97
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net change in unrealized (depreciation) appreciation
|
(1,554
|
)
|
|
(282
|
)
|
|
(1,009
|
)
|
|
(107
|
)
|
|
(156
|
)
|
|||||
Purchases, including capitalized PIK and revolver fundings
|
198,319
|
|
|
134,287
|
|
|
44,106
|
|
|
1,198
|
|
|
18,728
|
|
|||||
Proceeds from sales and paydowns of investments
|
(89,333
|
)
|
|
(89,333
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Transfers into Level III(1)
|
76,037
|
|
|
76,037
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Transfers out of Level III(1)
|
(76,155
|
)
|
|
(28,112
|
)
|
|
(48,043
|
)
|
|
—
|
|
|
—
|
|
|||||
Fair Value, March 31, 2018
|
$
|
1,513,165
|
|
|
$
|
649,391
|
|
|
$
|
438,136
|
|
|
$
|
28,192
|
|
|
$
|
397,446
|
|
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:
|
$
|
(1,043
|
)
|
|
$
|
229
|
|
|
$
|
(1,009
|
)
|
|
$
|
(107
|
)
|
|
$
|
(156
|
)
|
|
(1)
|
As of
March 31, 2018
, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
|
|
Total
|
|
First Lien
|
|
Second Lien
|
|
Subordinated
|
|
Equity and other
|
||||||||||
Fair value, December 31, 2016
|
$
|
1,066,878
|
|
|
$
|
530,601
|
|
|
$
|
324,177
|
|
|
$
|
24,653
|
|
|
$
|
187,447
|
|
Total gains or losses included in earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized gains on investments
|
311
|
|
|
19
|
|
|
292
|
|
|
—
|
|
|
—
|
|
|||||
Net change in unrealized (depreciation) appreciation
|
(964
|
)
|
|
139
|
|
|
1,770
|
|
|
211
|
|
|
(3,084
|
)
|
|||||
Purchases, including capitalized PIK and revolver fundings
|
196,404
|
|
|
37,058
|
|
|
44,020
|
|
|
739
|
|
|
114,587
|
|
|||||
Proceeds from sales and paydowns of investments
|
(50,061
|
)
|
|
(34,425
|
)
|
|
(15,636
|
)
|
|
—
|
|
|
—
|
|
|||||
Transfers into Level III(1)
|
44,352
|
|
|
19,608
|
|
|
24,744
|
|
|
—
|
|
|
—
|
|
|||||
Transfers out of Level III(1)
|
(57,881
|
)
|
|
(26,032
|
)
|
|
(31,848
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Fair Value, March 31, 2017
|
$
|
1,199,039
|
|
|
$
|
526,968
|
|
|
$
|
347,519
|
|
|
$
|
25,603
|
|
|
$
|
298,949
|
|
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:
|
$
|
(744
|
)
|
|
$
|
359
|
|
|
$
|
1,770
|
|
|
$
|
211
|
|
|
$
|
(3,084
|
)
|
|
(1)
|
As of
March 31, 2017
, portfolio investments were transferred into Level III from Level II and out of Level III into Level II at fair value as of the beginning of the period in which the reclassification occurred.
|
|
|
|
|
|
|
|
Range
|
|||||||||
Type
|
Fair Value as of March 31, 2018
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average |
|||||
First lien
|
$
|
424,391
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.0x
|
|
|
20.0x
|
|
|
11.6x
|
|
|
|
|
|
|
Revenue multiple
|
|
1.3x
|
|
|
6.0x
|
|
|
3.2x
|
|
||
|
|
|
|
|
|
Discount rate
|
|
7.0
|
%
|
|
12.3
|
%
|
|
9.5
|
%
|
|
|
145,485
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
79,515
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Second lien
|
247,912
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
7.5x
|
|
|
16.8x
|
|
|
12.7x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
9.5
|
%
|
|
13.3
|
%
|
|
11.3
|
%
|
|
|
190,224
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Subordinated
|
28,192
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
12.3x
|
|
|
9.0x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
8.0
|
%
|
|
14.5
|
%
|
|
13.1
|
%
|
|
Equity and other
|
396,225
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.5x
|
|
|
18.0x
|
|
|
11.1x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
7.0
|
%
|
|
23.2
|
%
|
|
12.2
|
%
|
|
|
1,221
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
8.0
|
|
|
8.0
|
|
|
8.0
|
|
|
|
|
|
|
|
|
Volatility
|
|
39.3
|
%
|
|
39.3
|
%
|
|
39.3
|
%
|
|
|
|
|
|
|
|
Discount rate
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
|
$
|
1,513,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2017
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average
|
|||||
First lien
|
$
|
458,543
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.0x
|
|
|
20.0x
|
|
|
11.8x
|
|
|
|
|
|
|
|
Revenue multiple
|
|
3.5x
|
|
|
8.0x
|
|
|
6.1x
|
|
|
|
|
|
|
|
Discount rate
|
|
6.5
|
%
|
|
11.2
|
%
|
|
9.2
|
%
|
||
|
98,154
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Second lien
|
220,597
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
8.0x
|
|
|
16.0x
|
|
|
11.4x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
7.9
|
%
|
|
12.5
|
%
|
|
10.8
|
%
|
|
|
215,098
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
7,387
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Subordinated
|
27,101
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
11.8x
|
|
|
9.0x
|
|
|
|
|
|
|
|
|
Revenue multiple
|
|
0.5x
|
|
|
1.0x
|
|
|
0.8x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
7.9
|
%
|
|
14.9
|
%
|
|
12.8
|
%
|
|
Equity and other
|
377,785
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.5x
|
|
|
18.0x
|
|
|
9.9x
|
|
|
|
|
|
|
|
|
Revenue multiple
|
|
0.5x
|
|
|
1.0x
|
|
|
0.8x
|
|
|
|
|
|
|
|
Discount rate
|
|
7.0
|
%
|
|
23.6
|
%
|
|
14.5
|
%
|
||
|
1,089
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
8.3
|
|
|
8.3
|
|
|
8.3
|
|
|
|
|
|
|
|
|
Volatility
|
|
39.4
|
%
|
|
39.4
|
%
|
|
39.4
|
%
|
|
|
|
|
|
|
|
Discount rate
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
|
$
|
1,405,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 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 Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser. This portion of the Company’s Pre-Incentive Fee 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 Net Investment Income as if a hurdle rate did not apply when the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter.
|
•
|
20.0% of the amount of the Company’s Pre-Incentive Fee 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, 2018
|
|
March 31, 2017
|
||||
Management fee
|
$
|
8,692
|
|
|
$
|
7,614
|
|
Less: management fee waiver
|
(1,322
|
)
|
|
(1,356
|
)
|
||
Total management fee
|
7,370
|
|
|
6,258
|
|
||
Incentive fee, excluding accrued capital gains incentive fees
|
$
|
6,434
|
|
|
$
|
5,408
|
|
Less: incentive fee waiver
|
—
|
|
|
(1,800
|
)
|
||
Total incentive fee
|
6,434
|
|
|
3,608
|
|
||
Accrued capital gains incentive fees(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
As of
March 31, 2018
and
March 31, 2017
, no actual capital gains incentive fee was owed under the Investment Management Agreement by the Company, as cumulative net realized capital gains did not exceed cumulative unrealized capital depreciation.
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest expense
|
$
|
3,126
|
|
|
$
|
2,709
|
|
Non-usage fee
|
$
|
212
|
|
|
$
|
184
|
|
Amortization of financing costs
|
$
|
616
|
|
|
$
|
397
|
|
Weighted average interest rate
|
3.9
|
%
|
|
3.1
|
%
|
||
Effective interest rate
|
5.0
|
%
|
|
3.9
|
%
|
||
Average debt outstanding
|
$
|
322,943
|
|
|
$
|
346,033
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest expense
|
$
|
852
|
|
|
$
|
290
|
|
Non-usage fee
|
$
|
57
|
|
|
$
|
82
|
|
Amortization of financing costs
|
$
|
112
|
|
|
$
|
96
|
|
Weighted average interest rate
|
4.2
|
%
|
|
3.3
|
%
|
||
Effective interest rate
|
5.1
|
%
|
|
5.5
|
%
|
||
Average debt outstanding
|
$
|
81,694
|
|
|
$
|
34,661
|
|
|
March 31, 2018
|
||
Initial conversion premium
|
12.5
|
%
|
|
Initial conversion rate(1)
|
62.7746
|
|
|
Initial conversion price
|
$
|
15.93
|
|
Conversion premium at March 31, 2018
|
11.7
|
%
|
|
Conversion rate at March 31, 2018 (1)(2)
|
63.2794
|
|
|
Conversion price at March 31, 2018 (2)(3)
|
$
|
15.80
|
|
Last conversion price calculation date
|
June 3, 2017
|
|
|
(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, 2018
was calculated on the last anniversary of the issuance and will be calculated 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, 2018
|
|
March 31, 2017
|
||||
Interest expense
|
$
|
1,941
|
|
|
$
|
1,941
|
|
Amortization of financing costs
|
$
|
293
|
|
|
$
|
293
|
|
Amortization of premium
|
$
|
(27
|
)
|
|
$
|
(27
|
)
|
Effective interest rate
|
5.8
|
%
|
|
5.8
|
%
|
||
Average debt outstanding
|
$
|
155,250
|
|
|
$
|
155,250
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest expense
|
$
|
2,592
|
|
|
$
|
1,195
|
|
Amortization of financing costs
|
$
|
162
|
|
|
$
|
101
|
|
Weighted average interest rate
|
5.1
|
%
|
|
5.3
|
%
|
||
Effective interest rate
|
5.4
|
%
|
|
5.8
|
%
|
||
Average debt outstanding
|
$
|
206,000
|
|
|
$
|
90,000
|
|
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
|
%
|
|
September 21, 2016
|
|
September 1, 2026
|
|
4,000
|
|
|
2.051
|
%
|
|
0.742
|
%
|
|
September 20, 2017
|
|
September 1, 2027
|
|
13,000
|
|
|
2.518
|
%
|
|
0.742
|
%
|
|
March 21, 2018
|
|
March 1, 2028
|
|
15,255
|
|
|
3.187
|
%
|
|
0.742
|
%
|
|
Total SBA-guaranteed debentures
|
|
|
|
$
|
150,000
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest expense
|
$
|
1,160
|
|
|
$
|
953
|
|
Amortization of financing costs
|
$
|
124
|
|
|
$
|
101
|
|
Weighted average interest rate
|
3.1
|
%
|
|
3.2
|
%
|
||
Effective interest rate
|
3.5
|
%
|
|
3.5
|
%
|
||
Average debt outstanding
|
$
|
150,000
|
|
|
$
|
121,745
|
|
|
Common Stock
|
|
Paid in
Capital in
|
|
Accumulated Undistributed
Net Investment
|
|
Accumulated
Undistributed
Net Realized
|
|
Net
Unrealized
(Depreciation)
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Par Amount
|
|
Excess of Par
|
|
Income
|
|
(Losses) Gains
|
|
Appreciation
|
|
Net Assets
|
|||||||||||||
Balance at December 31, 2017
|
75,935,093
|
|
|
$
|
759
|
|
|
$
|
1,053,468
|
|
|
$
|
39,165
|
|
|
$
|
(76,681
|
)
|
|
$
|
18,264
|
|
|
$
|
1,034,975
|
|
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,818
|
)
|
|
—
|
|
|
—
|
|
|
(25,818
|
)
|
||||||
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
25,736
|
|
|
206
|
|
|
(2,098
|
)
|
|
23,844
|
|
||||||
Balance at March 31, 2018
|
75,935,093
|
|
|
$
|
759
|
|
|
$
|
1,053,468
|
|
|
$
|
39,083
|
|
|
$
|
(76,475
|
)
|
|
$
|
16,166
|
|
|
$
|
1,033,001
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Earnings per share—basic
|
|
|
|
|
|
|
||
Numerator for basic earnings per share:
|
|
$
|
23,844
|
|
|
$
|
30,417
|
|
Denominator for basic weighted average share:
|
|
75,935,093
|
|
|
69,718,968
|
|
||
Basic earnings per share:
|
|
$
|
0.31
|
|
|
$
|
0.44
|
|
Earnings per share—diluted(1)
|
|
|
|
|
|
|
||
Numerator for increase in net assets per share
|
|
$
|
23,844
|
|
|
$
|
30,417
|
|
Adjustment for interest on Convertible Notes and incentive fees, net
|
|
1,553
|
|
|
1,553
|
|
||
Numerator for diluted earnings per share:
|
|
$
|
25,397
|
|
|
$
|
31,970
|
|
Denominator for basic weighted average share
|
|
75,935,093
|
|
|
69,718,968
|
|
||
Adjustment for dilutive effect of Convertible Notes
|
|
9,824,127
|
|
|
9,824,127
|
|
||
Denominator for diluted weighted average share
|
|
85,759,220
|
|
|
79,543,095
|
|
||
Diluted earnings per share
|
|
$
|
0.30
|
|
|
$
|
0.40
|
|
|
(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, 2018
|
|
March 31, 2017
|
||||
Per share data(1):
|
|
|
|
|
|
||
Net asset value, January 1, 2018 and January 1, 2017, respectively
|
$
|
13.63
|
|
|
$
|
13.46
|
|
Net investment income
|
0.34
|
|
|
0.34
|
|
||
Net realized and unrealized gains (losses)
|
(0.03
|
)
|
|
0.10
|
|
||
Total net increase
|
0.31
|
|
|
0.44
|
|
||
Distributions declared to stockholders from net investment income
|
(0.34
|
)
|
|
(0.34
|
)
|
||
Net asset value, March 31, 2018 and March 31, 2017, respectively
|
$
|
13.60
|
|
|
$
|
13.56
|
|
Per share market value, March 31, 2018 and March 31, 2017, respectively
|
$
|
13.15
|
|
|
$
|
14.90
|
|
Total return based on market value(2)
|
(0.46
|
)%
|
|
8.09
|
%
|
||
Total return based on net asset value(3)
|
2.30
|
%
|
|
3.25
|
%
|
||
Shares outstanding at end of period
|
75,935,093
|
|
|
69,821,693
|
|
||
Average weighted shares outstanding for the period
|
75,935,093
|
|
|
69,718,698
|
|
||
Average net assets for the period
|
$
|
1,033,023
|
|
|
$
|
946,651
|
|
Ratio to average net assets:
|
|
|
|
|
|
||
Net investment income
|
10.10
|
%
|
|
10.04
|
%
|
||
Total expenses, before waivers/reimbursements
|
11.18
|
%
|
|
10.07
|
%
|
||
Total expenses, net of waivers/reimbursements
|
10.66
|
%
|
|
8.52
|
%
|
||
Average debt outstanding—Holdings Credit Facility
|
$
|
322,943
|
|
|
$
|
346,033
|
|
Average debt outstanding—Convertible Notes
|
155,250
|
|
|
155,250
|
|
||
Average debt outstanding—SBA-guaranteed debentures
|
150,000
|
|
|
121,745
|
|
||
Average debt outstanding—Unsecured Notes
|
206,000
|
|
|
90,000
|
|
||
Average debt outstanding—NMFC Credit Facility
|
81,694
|
|
|
34,661
|
|
||
Asset coverage ratio(4)
|
222.82
|
%
|
|
227.10
|
%
|
||
Portfolio turnover
|
4.41
|
%
|
|
7.50
|
%
|
|
(1)
|
Per share data is based on weighted average shares outstanding for the respective period (except for distributions 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;
|
•
|
our future operating results, our business prospects and the adequacy of our cash resources and working capital;
|
•
|
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, 2017
.
|
(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 procedures:
|
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 performed by the Investment Adviser. The investment professionals of the Investment Adviser will review and validate the value provided.
|
•
|
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
|
|
$
|
738,027
|
|
|
$
|
—
|
|
|
$
|
88,636
|
|
|
$
|
649,391
|
|
Second lien
|
|
774,515
|
|
|
—
|
|
|
336,379
|
|
|
438,136
|
|
||||
Subordinated
|
|
67,918
|
|
|
—
|
|
|
39,726
|
|
|
28,192
|
|
||||
Equity and other
|
|
397,463
|
|
|
17
|
|
|
—
|
|
|
397,446
|
|
||||
Total investments
|
|
$
|
1,977,923
|
|
|
$
|
17
|
|
|
$
|
464,741
|
|
|
$
|
1,513,165
|
|
(in thousands)
|
|
|
|
|
|
|
Range
|
|
|||||||||
Type
|
Fair Value as of March 31, 2018
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average |
|
|||||
First lien
|
$
|
424,391
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.0x
|
|
|
20.0x
|
|
|
11.6x
|
|
|
|
|
|
|
|
Revenue multiple
|
|
1.3x
|
|
|
6.0x
|
|
|
3.2x
|
|
|
||
|
|
|
|
|
|
Discount rate
|
|
7.0
|
%
|
|
12.3
|
%
|
|
9.5
|
%
|
|
|
|
145,485
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
79,515
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Second lien
|
247,912
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
7.5x
|
|
|
16.8x
|
|
|
12.7x
|
|
|
|
|
|
|
|
|
Revenue multiple
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
||
|
|
|
|
|
|
Discount rate
|
|
9.5
|
%
|
|
13.3
|
%
|
|
11.3
|
%
|
|
|
|
190,224
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Subordinated
|
28,192
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
4.5x
|
|
|
12.3x
|
|
|
9.0x
|
|
|
|
|
|
|
|
|
Revenue multiple
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
||
|
|
|
|
|
|
Discount rate
|
|
8.0
|
%
|
|
14.5
|
%
|
|
13.1
|
%
|
|
|
Equity and other
|
396,225
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.5x
|
|
|
18.0x
|
|
|
11.1x
|
|
|
|
|
|
|
|
|
Revenue multiple
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
||
|
|
|
|
|
|
Discount rate
|
|
7.0
|
%
|
|
23.2
|
%
|
|
12.2
|
%
|
|
|
|
1,221
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
8.0
|
|
|
8.0
|
|
|
8.0
|
|
|
|
|
|
|
|
|
|
Volatility
|
|
39.3
|
%
|
|
39.3
|
%
|
|
39.3
|
%
|
|
|
|
|
|
|
|
|
Discount rate
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
|
|
$
|
1,513,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||
First lien investments (1)
|
|
376,233
|
|
|
386,100
|
|
Weighted average interest rate on first lien investments (2)
|
|
6.36
|
%
|
|
6.05
|
%
|
Number of portfolio companies in SLP II
|
|
32
|
|
|
35
|
|
Largest portfolio company investment (1)
|
|
17,281
|
|
|
17,369
|
|
Total of five largest portfolio company investments (1)
|
|
79,442
|
|
|
81,728
|
|
|
(1)
|
Reflects principal amount or par value of investments.
|
(2)
|
Computed as the all in interest rate in effect on accruing investments divided by the total principal amount of investments.
|
Portfolio Company and Type of Investment
|
|
Industry
|
|
Interest Rate (1)
|
|
Maturity Date
|
|
Principal Amount or Par Value
|
|
Cost
|
|
Fair
Value (2) |
||||||
Funded Investments - First lien:
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
|
(in thousands)
|
||||||
Access CIG, LLC
|
|
Business Services
|
|
5.63% (L + 3.75%)
|
|
2/27/2025
|
|
$
|
8,273
|
|
|
$
|
8,232
|
|
|
$
|
8,379
|
|
ADG, LLC
|
|
Healthcare Services
|
|
6.63% (L + 4.75%)
|
|
9/28/2023
|
|
16,991
|
|
|
16,852
|
|
|
16,736
|
|
|||
ASG Technologies Group, Inc.
|
|
Software
|
|
5.38% (L + 3.50%)
|
|
7/31/2024
|
|
7,463
|
|
|
7,428
|
|
|
7,490
|
|
|||
AVSC Holding Corp.
|
|
Business Services
|
|
5.13% (L + 3.25%)
|
|
3/3/2025
|
|
1,500
|
|
|
1,496
|
|
|
1,503
|
|
|||
Beaver-Visitec International Holdings, Inc.
|
|
Healthcare Products
|
|
7.30% (L + 5.00%)
|
|
8/21/2023
|
|
14,775
|
|
|
14,656
|
|
|
14,849
|
|
|||
DigiCert, Inc.
|
|
Business Services
|
|
6.52% (L + 4.75%)
|
|
10/31/2024
|
|
10,000
|
|
|
9,952
|
|
|
10,129
|
|
|||
FPC Holdings, Inc.
|
|
Distribution & Logistics
|
|
5.88% (L + 4.50%)
|
|
11/18/2022
|
|
15,000
|
|
|
14,550
|
|
|
14,681
|
|
|||
Globallogic Holdings Inc.
|
|
Business Services
|
|
6.05% (L + 3.75%)
|
|
6/20/2022
|
|
9,677
|
|
|
9,615
|
|
|
9,762
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
6.55% (L + 4.25%)
|
|
2/16/2024
|
|
14,887
|
|
|
14,823
|
|
|
15,036
|
|
|||
Idera, Inc.
|
|
Software
|
|
6.38% (L + 4.50%)
|
|
6/28/2024
|
|
12,588
|
|
|
12,472
|
|
|
12,729
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
6.55% (L + 4.25%)
|
|
9/7/2023
|
|
13,324
|
|
|
13,276
|
|
|
13,390
|
|
|||
Keystone Acquisition Corp.
|
|
Healthcare Services
|
|
7.55% (L + 5.25%)
|
|
5/1/2024
|
|
5,373
|
|
|
5,325
|
|
|
5,407
|
|
|||
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
6.40% (L + 4.25%)
|
|
3/17/2025
|
|
4,400
|
|
|
4,378
|
|
|
4,389
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
6.55% (L + 4.25%)
|
|
6/5/2024
|
|
11,910
|
|
|
11,856
|
|
|
11,940
|
|
|||
Medical Solutions Holdings, Inc.
|
|
Healthcare Services
|
|
5.63% (L + 3.75%)
|
|
6/14/2024
|
|
6,965
|
|
|
6,933
|
|
|
6,998
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.88% (L + 5.00%)
|
|
12/2/2022
|
|
2,132
|
|
|
2,123
|
|
|
2,132
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.88% (L + 5.00%)
|
|
12/2/2022
|
|
7,748
|
|
|
7,717
|
|
|
7,748
|
|
|||
Navex Global, Inc.
|
|
Software
|
|
6.13% (L + 4.25%)
|
|
11/19/2021
|
|
14,859
|
|
|
14,695
|
|
|
14,924
|
|
|||
Navicure, Inc.
|
|
Healthcare Services
|
|
5.63% (L + 3.75%)
|
|
11/1/2024
|
|
14,962
|
|
|
14,891
|
|
|
15,056
|
|
|||
OEConnection LLC
|
|
Business Services
|
|
6.46% (L + 4.00%)
|
|
11/22/2024
|
|
14,963
|
|
|
14,890
|
|
|
15,056
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
6.13% (L + 4.25%)
|
|
10/10/2024
|
|
1,878
|
|
|
1,868
|
|
|
1,882
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
6.13% (L + 4.25%)
|
|
10/10/2024
|
|
6,945
|
|
|
6,913
|
|
|
6,963
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
7.56% (L + 5.25%)
|
|
4/29/2024
|
|
10,421
|
|
|
10,375
|
|
|
10,499
|
|
|||
Poseidon Intermediate, LLC
|
|
Software
|
|
6.13% (L + 4.25%)
|
|
8/15/2022
|
|
14,852
|
|
|
14,849
|
|
|
14,926
|
|
|||
Project Accelerate Parent, LLC
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
1/2/2025
|
|
15,000
|
|
|
14,927
|
|
|
15,131
|
|
|||
PSC Industrial Holdings Corp.
|
|
Industrial Services
|
|
6.04% (L + 4.25%)
|
|
10/11/2024
|
|
10,474
|
|
|
10,375
|
|
|
10,578
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
7.27% (L + 5.50%)
|
|
10/31/2022
|
|
9,899
|
|
|
9,780
|
|
|
10,095
|
|
|||
Salient CRGT Inc.
|
|
Federal Services
|
|
7.63% (L + 5.75%)
|
|
2/28/2022
|
|
14,076
|
|
|
13,962
|
|
|
14,252
|
|
|||
Severin Acquisition, LLC
|
|
Software
|
|
6.64% (L + 4.75%)
|
|
7/30/2021
|
|
14,850
|
|
|
14,793
|
|
|
14,999
|
|
|||
Shine Acquisition Co. S.a.r.l./ Boing US Holdco Inc.
|
|
Consumer Services
|
|
5.29% (L + 3.50%)
|
|
10/3/2024
|
|
14,962
|
|
|
14,927
|
|
|
15,047
|
|
|||
Sierra Acquisition Inc.
|
|
Food & Beverage
|
|
6.13% (L + 4.25%)
|
|
11/11/2024
|
|
3,741
|
|
|
3,723
|
|
|
3,772
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
6.30% (L + 4.00%)
|
|
6/7/2024
|
|
14,925
|
|
|
14,891
|
|
|
15,009
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.30% (L + 4.00%)
|
|
11/7/2024
|
|
1,103
|
|
|
1,111
|
|
|
1,109
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.30% (L + 4.00%)
|
|
11/7/2024
|
|
12,130
|
|
|
12,119
|
|
|
12,190
|
|
|||
Zywave, Inc.
|
|
Software
|
|
7.18% (L + 5.00%)
|
|
11/17/2022
|
|
17,281
|
|
|
17,212
|
|
|
17,281
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
370,327
|
|
|
$
|
367,985
|
|
|
$
|
372,067
|
|
Unfunded Investments - First lien:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Access CIG, LLC
|
|
Business Services
|
|
—
|
|
8/27/2018
|
|
$
|
1,727
|
|
|
$
|
—
|
|
|
$
|
22
|
|
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
—
|
|
9/17/2018
|
|
1,100
|
|
|
(6
|
)
|
|
(3
|
)
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
—
|
|
10/10/2019
|
|
1,142
|
|
|
(6
|
)
|
|
3
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
—
|
|
11/7/2018
|
|
1,937
|
|
|
(10
|
)
|
|
10
|
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
5,906
|
|
|
$
|
(22
|
)
|
|
$
|
32
|
|
|
|
|
|
|
|
|
|
$
|
376,233
|
|
|
$
|
367,963
|
|
|
$
|
372,099
|
|
|
(1)
|
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 LIBOR (L), the Prime Rate (P) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of
March 31, 2018
.
|
(2)
|
Represents the fair value in accordance with ASC 820. Our board of directors does not determine the fair value of the investments held by SLP II.
|
Portfolio Company and Type of Investment
|
|
Industry
|
|
Interest Rate (1)
|
|
Maturity Date
|
|
Principal Amount or Par Value
|
|
Cost
|
|
Fair
Value (2) |
||||||
Funded Investments - First lien
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
|
(in thousands)
|
||||||
ADG, LLC
|
|
Healthcare Services
|
|
6.32% (L + 4.75%)
|
|
9/28/2023
|
|
$
|
17,034
|
|
|
$
|
16,890
|
|
|
$
|
16,779
|
|
ASG Technologies Group, Inc.
|
|
Software
|
|
6.32% (L + 4.75%)
|
|
7/31/2024
|
|
7,481
|
|
|
7,446
|
|
|
7,547
|
|
|||
Beaver-Visitec International Holdings, Inc.
|
|
Healthcare Products
|
|
6.69% (L + 5.00%)
|
|
8/21/2023
|
|
14,812
|
|
|
14,688
|
|
|
14,813
|
|
|||
DigiCert, Inc.
|
|
Business Services
|
|
6.13% (L + 4.75%)
|
|
10/31/2024
|
|
10,000
|
|
|
9,951
|
|
|
10,141
|
|
|||
Emerald 2 Limited
|
|
Business Services
|
|
5.69% (L + 4.00%)
|
|
5/14/2021
|
|
1,266
|
|
|
1,211
|
|
|
1,267
|
|
|||
Evo Payments International, LLC
|
|
Business Services
|
|
5.57% (L + 4.00%)
|
|
12/22/2023
|
|
17,369
|
|
|
17,292
|
|
|
17,492
|
|
|||
Explorer Holdings, Inc.
|
|
Healthcare Services
|
|
5.13% (L + 3.75%)
|
|
5/2/2023
|
|
2,940
|
|
|
2,917
|
|
|
2,973
|
|
|||
Globallogic Holdings Inc.
|
|
Business Services
|
|
6.19% (L + 4.50%)
|
|
6/20/2022
|
|
9,677
|
|
|
9,611
|
|
|
9,755
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
5.94% (L + 4.25%)
|
|
2/16/2024
|
|
14,925
|
|
|
14,858
|
|
|
15,074
|
|
|||
Idera, Inc.
|
|
Software
|
|
6.57% (L + 5.00%)
|
|
6/28/2024
|
|
12,619
|
|
|
12,499
|
|
|
12,556
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
9/7/2023
|
|
13,357
|
|
|
13,308
|
|
|
13,407
|
|
|||
Keystone Acquisition Corp.
|
|
Healthcare Services
|
|
6.94% (L + 5.25%)
|
|
5/1/2024
|
|
5,386
|
|
|
5,336
|
|
|
5,424
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
6/5/2024
|
|
11,940
|
|
|
11,884
|
|
|
11,940
|
|
|||
McGraw-Hill Global Education Holdings, LLC
|
|
Education
|
|
5.57% (L + 4.00%)
|
|
5/4/2022
|
|
9,850
|
|
|
9,813
|
|
|
9,844
|
|
|||
Medical Solutions Holdings, Inc.
|
|
Healthcare Services
|
|
5.82% (L + 4.25%)
|
|
6/14/2024
|
|
6,965
|
|
|
6,932
|
|
|
7,043
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.38% (L + 5.00%)
|
|
12/2/2022
|
|
2,138
|
|
|
2,128
|
|
|
2,138
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.38% (L + 5.00%)
|
|
12/2/2022
|
|
7,768
|
|
|
7,735
|
|
|
7,768
|
|
|||
Navex Global, Inc.
|
|
Software
|
|
5.82% (L + 4.25%)
|
|
11/19/2021
|
|
14,897
|
|
|
14,724
|
|
|
14,971
|
|
|||
Navicure, Inc.
|
|
Healthcare Services
|
|
5.11% (L + 3.75%)
|
|
11/1/2024
|
|
15,000
|
|
|
14,926
|
|
|
15,000
|
|
|||
OEConnection LLC
|
|
Business Services
|
|
5.69% (L + 4.00%)
|
|
11/22/2024
|
|
15,000
|
|
|
14,925
|
|
|
14,981
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
5.82% (L + 4.25%)
|
|
10/10/2024
|
|
6,963
|
|
|
6,929
|
|
|
6,980
|
|
|||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
5.82% (L + 4.25%)
|
|
10/10/2024
|
|
291
|
|
|
290
|
|
|
292
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
6.95% (L + 5.25%)
|
|
4/29/2024
|
|
10,448
|
|
|
10,399
|
|
|
10,526
|
|
|||
Poseidon Intermediate, LLC
|
|
Software
|
|
5.82% (L + 4.25%)
|
|
8/15/2022
|
|
14,881
|
|
|
14,877
|
|
|
14,955
|
|
|||
Project Accelerate Parent, LLC
|
|
Business Services
|
|
5.94% (L + 4.25%)
|
|
1/2/2025
|
|
15,000
|
|
|
14,925
|
|
|
15,038
|
|
|||
PSC Industrial Holdings Corp.
|
|
Industrial Services
|
|
5.71% (L + 4.25%)
|
|
10/11/2024
|
|
10,500
|
|
|
10,398
|
|
|
10,500
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
6.92% (L + 5.50%)
|
|
10/31/2022
|
|
9,899
|
|
|
9,775
|
|
|
10,071
|
|
|||
Salient CRGT Inc.
|
|
Federal Services
|
|
7.32% (L + 5.75%)
|
|
2/28/2022
|
|
14,433
|
|
|
14,310
|
|
|
14,559
|
|
|||
Severin Acquisition, LLC
|
|
Software
|
|
6.32% (L + 4.75%)
|
|
7/30/2021
|
|
14,888
|
|
|
14,827
|
|
|
14,813
|
|
|||
Shine Acquisitoin Co. S.à.r.l / Boing US Holdco Inc.
|
|
Consumer Services
|
|
4.88% (L + 3.50%)
|
|
10/3/2024
|
|
15,000
|
|
|
14,964
|
|
|
15,108
|
|
|||
Sierra Acquisition, Inc.
|
|
Food & Beverage
|
|
5.68% (L + 4.25%)
|
|
11/11/2024
|
|
3,750
|
|
|
3,731
|
|
|
3,789
|
|
|||
TMK Hawk Parent, Corp.
|
|
Distribution & Logistics
|
|
4.88% (L + 3.50%)
|
|
8/28/2024
|
|
1,671
|
|
|
1,667
|
|
|
1,686
|
|
|||
University Support Services LLC (St. George's University Scholastic Services LLC)
|
|
Education
|
|
5.82% (L + 4.25%)
|
|
7/6/2022
|
|
1,875
|
|
|
1,875
|
|
|
1,900
|
|
|||
Vencore, Inc. (fka SI Organization, Inc., The)
|
|
Federal Services
|
|
6.44% (L + 4.75%)
|
|
11/23/2019
|
|
10,686
|
|
|
10,673
|
|
|
10,835
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
5.69% (L + 4.00%)
|
|
6/7/2024
|
|
14,963
|
|
|
14,928
|
|
|
15,009
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
5.69% (L + 4.00%)
|
|
11/7/2024
|
|
8,240
|
|
|
8,204
|
|
|
8,230
|
|
|||
Zywave, Inc.
|
|
Software
|
|
6.61% (L + 5.00%)
|
|
11/17/2022
|
|
17,325
|
|
|
17,252
|
|
|
17,325
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
381,237
|
|
|
$
|
379,098
|
|
|
$
|
382,529
|
|
Unfunded Investments - First lien
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pathway Partners Vet Management Company LLC
|
|
Consumer Services
|
|
—
|
|
10/10/2019
|
|
$
|
2,728
|
|
|
$
|
(14
|
)
|
|
$
|
7
|
|
TMK Hawk Parent, Corp.
|
|
Distribution & Logistics
|
|
—
|
|
3/28/2018
|
|
75
|
|
|
—
|
|
|
1
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
—
|
|
11/7/2018
|
|
2,060
|
|
|
(9
|
)
|
|
(3
|
)
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
4,863
|
|
|
$
|
(23
|
)
|
|
$
|
5
|
|
Total Investments
|
|
|
|
|
|
|
|
$
|
386,100
|
|
|
$
|
379,075
|
|
|
$
|
382,534
|
|
|
(1)
|
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 LIBOR (L), the Prime Rate (P) and the alternative base rate (Base). For each investment, the current interest rate provided reflects the rate in effect as of
December 31, 2017
.
|
(2)
|
Represents the fair value in accordance with ASC 820. Our board of directors does not determine the fair value of the investments held by SLP II.
|
Selected Balance Sheet Information:
|
March 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
|
(in thousands)
|
||||
Investments at fair value (cost of $367,963 and $379,075, respectively)
|
$
|
372,099
|
|
|
$
|
382,534
|
|
Receivable from unsettled securities sold
|
19,466
|
|
|
—
|
|
||
Cash and other assets
|
7,585
|
|
|
8,065
|
|
||
Total assets
|
$
|
399,150
|
|
|
$
|
390,599
|
|
|
|
|
|
||||
Credit facility
|
$
|
255,070
|
|
|
$
|
266,270
|
|
Deferred financing costs
|
(1,818
|
)
|
|
(1,966
|
)
|
||
Payable for unsettled securities purchased
|
34,636
|
|
|
15,964
|
|
||
Distribution payable
|
3,300
|
|
|
3,500
|
|
||
Other liabilities
|
3,191
|
|
|
2,891
|
|
||
Total liabilities
|
294,379
|
|
|
286,659
|
|
||
|
|
|
|
||||
Members' capital
|
$
|
104,771
|
|
|
$
|
103,940
|
|
Total liabilities and members' capital
|
$
|
399,150
|
|
|
$
|
390,599
|
|
|
Three Months Ended
|
||||||
Selected Statement of Operations Information:
|
March 31, 2018
|
|
March 31, 2017
|
||||
|
(in thousands)
|
|
(in thousands)
|
||||
Interest income
|
$
|
5,630
|
|
|
$
|
5,173
|
|
Other income
|
22
|
|
|
214
|
|
||
Total investment income
|
5,652
|
|
|
5,387
|
|
||
|
|
|
|
||||
Interest and other financing expenses
|
2,428
|
|
|
1,849
|
|
||
Other expenses
|
224
|
|
|
162
|
|
||
Total expenses
|
2,652
|
|
|
2,011
|
|
||
Net investment income
|
3,000
|
|
|
3,376
|
|
||
|
|
|
|
||||
Net realized gains on investments
|
453
|
|
|
1,108
|
|
||
Net change in unrealized appreciation (depreciation) of investments
|
677
|
|
|
(106
|
)
|
||
Net increase in members' capital
|
$
|
4,130
|
|
|
$
|
4,378
|
|
|
|
|
|
Lease
|
|
|
|
Total
|
|
Fair Value as of
|
||
Portfolio Company
|
|
Tenant
|
|
Expiration Date
|
|
Location
|
|
Square Feet
|
|
March 31, 2018
|
||
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||
NM GLCR LLC
|
|
Artic Glacier U.S.A.
|
|
2/28/2038
|
|
Los Angeles, CA/
San Diego, CA/ Bakersfield, CA/ East Bay, CA |
|
214
|
|
$
|
14,750
|
|
NM CLFX LP
|
|
Victor Equipment Company
|
|
08/31/2033
|
|
Denton, TX
|
|
423
|
|
12,538
|
|
|
NM KRLN LLC
|
|
Kirlin Group, LLC
|
|
6/30/2029
|
|
Rockville, MD
|
|
95
|
|
8,328
|
|
|
NM APP Canada Corp.
|
|
A.P. Plasman, Inc.
|
|
9/30/2031
|
|
Ontario, Canada
|
|
436
|
|
8,234
|
|
|
NM DRVT LLC
|
|
FMH Conveyors, LLC
|
|
10/31/2031
|
|
Jonesboro, AR
|
|
195
|
|
5,446
|
|
|
NM APP US LLC
|
|
Plasman Corp, LLC / A-Brite LP
|
|
9/30/2033
|
|
Fort Payne, AL/Cleveland, OH
|
|
261
|
|
5,206
|
|
|
NM JRA LLC
|
|
J.R. Automation Technologies, LLC
|
|
1/31/2031
|
|
Holland, MI
|
|
88
|
|
2,215
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
56,717
|
|
•
|
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 while significant loss is not expected, the risk of loss has increased 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)
|
|
March 31, 2018
|
|||||
Investment Rating
|
|
Fair Value
|
|
Percent
|
|||
Investment Rating 1
|
|
$
|
172.2
|
|
|
8.7
|
%
|
Investment Rating 2
|
|
1,805.2
|
|
|
91.3
|
%
|
|
Investment Rating 3
|
|
—
|
|
|
—
|
%
|
|
Investment Rating 4
|
|
0.5
|
|
|
—
|
%
|
|
|
|
$
|
1,977.9
|
|
|
100.0
|
%
|
|
|
Three Months Ended
|
||||||
(in millions)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
New investments in 21 and 24 portfolio companies, respectively
|
|
$
|
237.8
|
|
|
$
|
349.4
|
|
Debt repayments in existing portfolio companies
|
|
84.0
|
|
|
99.1
|
|
||
Sales of securities in 1 and 8 portfolio companies, respectively
|
|
3.1
|
|
|
34.7
|
|
||
Change in unrealized appreciation on 22 and 42 portfolio companies, respectively
|
|
5.0
|
|
|
13.3
|
|
||
Change in unrealized depreciation on 61 and 32 portfolio companies, respectively
|
|
(7.2
|
)
|
|
(7.1
|
)
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest income
|
|
$
|
36,739
|
|
|
$
|
33,998
|
|
Total dividend income
|
|
12,357
|
|
|
6,733
|
|
||
Other income
|
|
3,793
|
|
|
2,576
|
|
||
Total investment income
|
|
$
|
52,889
|
|
|
$
|
43,307
|
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Management fee
|
|
$
|
8,692
|
|
|
$
|
7,614
|
|
Less: management fee waiver
|
|
(1,322
|
)
|
|
(1,356
|
)
|
||
Total management fee
|
|
7,370
|
|
|
6,258
|
|
||
Incentive fee
|
|
6,434
|
|
|
5,408
|
|
||
Less: incentive fee waiver
|
|
—
|
|
|
(1,800
|
)
|
||
Total incentive fee
|
|
6,434
|
|
|
3,608
|
|
||
Interest and other financing expenses
|
|
11,290
|
|
|
8,376
|
|
||
Professional fees
|
|
694
|
|
|
850
|
|
||
Administrative expenses
|
|
939
|
|
|
708
|
|
||
Other general and administrative expenses
|
|
410
|
|
|
466
|
|
||
Total expenses
|
|
27,137
|
|
|
20,266
|
|
||
Less: expenses waived and reimbursed
|
|
—
|
|
|
(470
|
)
|
||
Net expenses before income taxes
|
|
27,137
|
|
|
19,796
|
|
||
Income tax expense
|
|
16
|
|
|
80
|
|
||
Net expenses after income taxes
|
|
$
|
27,153
|
|
|
$
|
19,876
|
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Net realized gains on investments
|
|
$
|
206
|
|
|
$
|
826
|
|
Net change in unrealized (depreciation) appreciation of investments
|
|
(2,168
|
)
|
|
6,205
|
|
||
Net change in unrealized (depreciation) appreciation securities purchased under collateralized agreements to resell
|
|
(12
|
)
|
|
(800
|
)
|
||
Benefit for taxes
|
|
82
|
|
|
755
|
|
||
Net realized and unrealized gains (losses)
|
|
$
|
(1,892
|
)
|
|
$
|
6,986
|
|
|
|
Three Months Ended
|
||||||
(in millions)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest expense
|
|
$
|
3.1
|
|
|
$
|
2.7
|
|
Non-usage fee
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Amortization of financing costs
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
Weighted average interest rate
|
|
3.9
|
%
|
|
3.1
|
%
|
||
Effective interest rate
|
|
5.0
|
%
|
|
3.9
|
%
|
||
Average debt outstanding
|
|
$
|
322.9
|
|
|
$
|
346.0
|
|
|
|
Three Months Ended
|
|
||||||
(in millions)
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||
Interest expense
|
|
$
|
0.9
|
|
|
$
|
0.3
|
|
|
Non-usage fee
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
Amortization of financing costs
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
Weighted average interest rate
|
|
4.2
|
%
|
|
3.3
|
%
|
|
||
Effective interest rate
|
|
5.1
|
%
|
|
5.5
|
%
|
|
||
Average debt outstanding
|
|
$
|
81.7
|
|
|
$
|
34.7
|
|
|
|
March 31, 2018
|
||
Initial conversion premium
|
12.5
|
%
|
|
Initial conversion rate (1)
|
62.7746
|
|
|
Initial conversion price
|
$
|
15.93
|
|
Conversion premium at March 31, 2018
|
11.7
|
%
|
|
Conversion rate at March 31, 2018 (1)(2)
|
63.2794
|
|
|
Conversion price at March 31, 2018 (2)(3)
|
$
|
15.80
|
|
Last conversion price calculation date
|
June 3, 2017
|
|
|
(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, 2018
was calculated on the last anniversary of the issuance and will be calculated 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, 2018
|
|
March 31, 2017
|
|
||||
Interest expense
|
|
$
|
1.9
|
|
|
$
|
1.9
|
|
|
Amortization of financing costs
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
Amortization of premium
|
|
$
|
—
|
|
(1)
|
$
|
—
|
|
(1)
|
Effective interest rate
|
|
5.8
|
%
|
|
5.8
|
%
|
|
||
Average debt outstanding
|
|
$
|
155.3
|
|
|
$
|
155.3
|
|
|
|
(1)
|
For the
three
months ended
March 31, 2018
and
March 31, 2017
, the total amortization of premium was less than $50 thousand.
|
|
|
Three Months Ended
|
|
||||||
(in millions)
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||
Interest expense
|
|
$
|
2.6
|
|
|
$
|
1.2
|
|
|
Amortization of financing costs
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
Weighted average interest rate
|
|
5.1
|
%
|
|
5.3
|
%
|
|
||
Effective interest rate
|
|
5.4
|
%
|
|
5.8
|
%
|
|
||
Average debt outstanding
|
|
$
|
206.0
|
|
|
$
|
90.0
|
|
|
|
|
Three Months Ended
|
||||||
(in millions)
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest expense
|
|
$
|
1.2
|
|
|
$
|
1.0
|
|
Amortization of financing costs
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Weighted average interest rate
|
|
3.1
|
%
|
|
3.2
|
%
|
||
Effective interest rate
|
|
3.5
|
%
|
|
3.5
|
%
|
||
Average debt outstanding
|
|
$
|
150.0
|
|
|
$
|
121.7
|
|
|
|
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)
|
|
$
|
355.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
355.7
|
|
|
$
|
—
|
|
Unsecured Notes(2)
|
|
235.0
|
|
|
—
|
|
|
—
|
|
|
235.0
|
|
|
—
|
|
|||||
Convertible Notes(3)
|
|
155.3
|
|
|
—
|
|
|
155.3
|
|
|
—
|
|
|
—
|
|
|||||
SBA-guaranteed debentures(4)
|
|
150.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150.0
|
|
|||||
NMFC Credit Facility(5)
|
|
95.0
|
|
|
—
|
|
|
—
|
|
|
95.0
|
|
|
—
|
|
|||||
Total Contractual Obligations
|
|
$
|
991.0
|
|
|
$
|
—
|
|
|
$
|
155.3
|
|
|
$
|
685.7
|
|
|
$
|
150.0
|
|
|
(1)
|
Under the terms of the
$495.0 million
Holdings Credit Facility, all outstanding borrowings under that facility (
$355.7 million
as of
March 31, 2018
) must be repaid on or before October 24, 2022. As of
March 31, 2018
, there was approximately
$139.3 million
of possible capacity remaining under the Holdings Credit Facility.
|
(2)
|
$90.0 million 2016 Unsecured Notes will mature on May 15, 2021 unless earlier repurchased, $55.0 million of 2017A Unsecured Notes will mature on July 15, 2022 unless earlier repurchased and $90.0 million in 2018A Unsecured Notes will mature on January 30, 2023 unless earlier repurchased.
|
(3)
|
The
$155.3 million
Convertible Notes will mature on June 15, 2019 unless earlier converted or repurchased at the holder’s option.
|
(4)
|
Our SBA-guaranteed debentures will begin to mature on March 1, 2025.
|
(5)
|
Under the terms of the
$150.0 million
NMFC Credit Facility, all outstanding borrowings under that facility (
$95.0 million
as of
March 31, 2018
) must be repaid on or before June 4, 2022. As of
March 31, 2018
, there was approximately
$55.0 million
of possible capacity remaining under the NMFC Credit Facility.
|
Fiscal Year Ended
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Per Share
Amount (1)
|
||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
February 21, 2018
|
|
March 15, 2018
|
|
March 29, 2018
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
$
|
0.34
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||
Fourth Quarter
|
|
November 2, 2017
|
|
December 15, 2017
|
|
December 28, 2017
|
|
$
|
0.34
|
|
Third Quarter
|
|
August 4, 2017
|
|
September 15, 2017
|
|
September 29, 2017
|
|
0.34
|
|
|
Second Quarter
|
|
May 4, 2017
|
|
June 16, 2017
|
|
June 30, 2017
|
|
0.34
|
|
|
First Quarter
|
|
February 23, 2017
|
|
March 17, 2017
|
|
March 31, 2017
|
|
0.34
|
|
|
|
|
|
|
|
|
|
|
$
|
1.36
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
November 4, 2016
|
|
December 15, 2016
|
|
December 29, 2016
|
|
$
|
0.34
|
|
Third Quarter
|
|
August 2, 2016
|
|
September 16, 2016
|
|
September 30, 2016
|
|
0.34
|
|
|
Second Quarter
|
|
May 3, 2016
|
|
June 16, 2016
|
|
June 30, 2016
|
|
0.34
|
|
|
First Quarter
|
|
February 22, 2016
|
|
March 17, 2016
|
|
March 31, 2016
|
|
0.34
|
|
|
|
|
|
|
|
|
|
|
$
|
1.36
|
|
|
(1)
|
Tax characteristics of all distributions paid are reported to stockholders on Form 1099 after the end of the calendar year. For the years ended December 31, 2017 and December 31, 2016, total distributions were $100.9 million and $88.8 million, respectively, of which the distributions were comprised of approximately 71.50% and 89.46%, respectively, of ordinary income, 0.00% and 0.00%, respectively, of long-term capital gains and approximately 28.50% and 10.54%, respectively, of a return of capital. Future quarterly distributions, if any, will be determined by our board of directors.
|
•
|
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 the 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 restricted by us, the Administrator may, in its own discretion, submit to us for reimbursement some or all of the expenses that the Administrator has incurred on our behalf during any quarterly period. As a result, the amount of expenses for which we will have to reimburse the Administrator may fluctuate in future quarterly periods and there can be no assurance given as to when, or if, the Administrator may determine to limit the expenses that the Administrator submits to us for reimbursement in the future. However, it is expected that the Administrator will continue to support part of our expense burden in the near future and may decide to not calculate and charge through certain overhead related amounts as well as continue to cover some of the indirect costs. The Administrator cannot recoup any expenses that the Administrator has previously waived. For the
three
months ended
March 31, 2018
, approximately
$0.7 million
of indirect administrative expenses were included in administrative expenses, of which none of the indirect administrative expenses were waived by the Administrator. As of
March 31, 2018
,
$1.1 million
of indirect administrative expenses were included in payable to affiliates.
|
•
|
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
|
|
0.08
|
%
|
|
(1)
|
Base Interest Rate
|
|
—
|
%
|
|
|
+100 Basis Points
|
|
7.89
|
%
|
|
|
+200 Basis Points
|
|
15.91
|
%
|
|
|
+300 Basis Points
|
|
23.92
|
%
|
|
|
|
(1)
|
Limited to the lesser of the
March 31, 2018
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 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
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)
|
|
|
|
|
|
|
|
3.1(b)
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
(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 annual report on Form 10-K filed on February 28, 2018.
|
(5)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on April 5, 2018.
|
|
NEW MOUNTAIN FINANCE CORPORATION
|
|
|
|
|
|
By:
|
/s/ ROBERT A. HAMWEE
|
|
|
Robert A. Hamwee
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ SHIRAZ Y. KAJEE
|
|
|
Shiraz Y. Kajee
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal Financial and Accounting Officer)
|
Article 1 DEFINITIONS
|
1
|
|
|
Article 2 GENERAL PROVISIONS
|
7
|
|
|
|
Section 2.1
Formation of the Limited Liability Company
|
7
|
|
|
Section 2.2
Company Name
|
7
|
|
|
Section 2.3
Place of Business; Agent for Service of Process
|
7
|
|
|
Section 2.4
Principal Purpose and Powers of the Company
|
7
|
|
|
Section 2.5
Fiscal Year
|
9
|
|
|
Section 2.6
Liability of Members
|
9
|
|
|
Section 2.7
Member List
|
9
|
|
|
Section 2.8
Member Representations and Warranties
|
9
|
|
|
Section 2.9
Separate Legal Entity
|
9
|
|
Article 3 COMPANY CAPITAL AND INTERESTS
|
12
|
|
|
|
Section 3.1
Capital Commitments; Capital Contributions
|
12
|
|
|
Section 3.2
Temporary Advances
|
13
|
|
|
Section 3.3
Defaulting Members
|
13
|
|
|
Section 3.4
Interest or Withdrawals
|
15
|
|
Article 4 ALLOCATIONS
|
15
|
|
|
|
Section 4.1
Capital Accounts
|
15
|
|
|
Section 4.2
General Allocations
|
15
|
|
|
Section 4.3
Changes of Interests
|
15
|
|
|
Section 4.4
Income Taxes and Tax Capital Accounts
|
16
|
|
Article 5 DISTRIBUTIONS
|
16
|
|
|
|
Section 5.1
General
|
16
|
|
|
Section 5.2
Withholding
|
17
|
|
|
Section 5.3
Reserves; Re-Investment; 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
|
19
|
|
|
Section 6.3
Meetings of the Board
|
20
|
|
|
Section 6.4
Quorum; Acts of the Board; Material Actions
|
20
|
|
|
Section 6.5
Participation in Meetings by Electronic Communications
|
21
|
|
|
Section 6.6
Compensation of Board Members; Expenses
|
21
|
|
|
Section 6.7
Removal of Board Members
|
21
|
|
|
Section 6.8
Board as Agent
|
22
|
|
|
Section 6.9
Officers
|
22
|
|
|
Section 6.10
Officers as Agents
|
22
|
|
|
Section 6.11
Duties of Board, Board Members and Officers; Disclaimer of Duties
|
22
|
|
|
Section 6.12
Reliance by Third Parties
|
23
|
|
|
Section 6.13
Allocation of Investment Opportunities
|
23
|
|
|
Section 6.14
Indemnification; Exculpation
|
23
|
|
|
Section 6.15
Tax Matters Member
|
26
|
|
Article 7 TRANSFERS OF COMPANY INTERESTS; WITHDRAWALS
|
26
|
|
|
|
Section 7.1
Transfers by Members
|
26
|
|
|
Section 7.2
Withdrawal by Members
|
28
|
|
Article 8 TERM, DISSOLUTION AND LIQUIDATION OF COMPANY
|
28
|
|
|
|
Section 8.1
Term
|
28
|
|
|
Section 8.2
Dissolution
|
28
|
|
|
Section 8.3
Wind-Up
|
30
|
|
Article 9 ACCOUNTING, REPORTING AND VALUATION PROVISIONS
|
31
|
|
|
|
Section 9.1
Books and Accounts
|
31
|
|
|
Section 9.2
Financial Reports; Tax Return
|
32
|
|
|
Section 9.3
Confidentiality
|
33
|
|
|
Section 9.4
Valuation
|
35
|
|
Article 10 MISCELLANEOUS PROVISIONS
|
36
|
|
|
|
Section 10.1
Power of Attorney
|
36
|
|
|
Section 10.2
Determination of Disputes
|
37
|
|
|
Section 10.3
Certificate of Formation; Other Documents
|
37
|
|
|
Section 10.4
Force Majeure
|
37
|
|
|
Section 10.5
Notice of Litigation or Regulatory Proceedings
|
37
|
|
|
Section 10.6
Applicable Law
|
38
|
|
|
Section 10.7
Waivers
|
38
|
|
|
Section 10.8
Notices
|
38
|
|
|
Section 10.9
Construction
|
38
|
|
|
Section 10.10
Amendments
|
39
|
|
|
Section 10.11
Legal Counsel
|
40
|
|
|
Section 10.12
Execution
|
40
|
|
|
Section 10.13
Binding Effect
|
40
|
|
|
Section 10.14
Severability
|
40
|
|
|
Section 10.15
Computation of Time
|
40
|
|
|
Section 10.16
Entire Agreement
|
40
|
|
Member
|
Address
|
Capital Commitment
|
Capital Contributions
(since Formation) |
Proportionate
Share
|
SkyKnight Income II, LLC
|
SkyKnight Capital, L.P.
One Letterman Drive, Building C, Suite 3-950
San Francisco, CA 94129
|
$20,000,000
|
$0
|
20.0%
|
New Mountain Finance Corporation
|
787 Seventh Avenue, 48th Floor, New York, NY 10019
|
$80,000,000
|
$0
|
80.0%
|
Asset
|
Value
|
Cash
|
$0
|
Other Assets
|
$0
|
|
|
Total
|
$—
|
Asset
|
Value
|
Cash
|
$0
|
Other Assets
|
$0
|
|
|
Total
|
$—
|
Member
|
% of Total Capital
Commitments |
Capital Commitment
|
SkyKnight Income II, LLC
|
20.0%
|
$20,000,000
|
New Mountain Finance Corporation
|
80.0%
|
$80,000,000
|
Total
|
100%
|
$100,000,000
|
1.
|
I have reviewed this quarterly report on Form 10-Q of New Mountain Finance Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the 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;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ ROBERT A. HAMWEE
|
|
Robert A. Hamwee
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of New Mountain Finance Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the 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;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ SHIRAZ Y. KAJEE
|
|
Shiraz Y. Kajee
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ ROBERT A. HAMWEE
|
|
|
|
|
|
Name:
|
Robert A. Hamwee
|
|
Date:
|
May 7, 2018
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
/s/ SHIRAZ Y. KAJEE
|
|
|
|
|
|
Name:
|
Shiraz Y. Kajee
|
|
Date:
|
May 7, 2018
|
|