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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission File Number
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Exact name of registrant as specified in its charter, addresses of principal executive offices, telephone numbers and states or other jurisdictions of incorporation or organization
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I.R.S. Employer
Identification Number
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814-00832
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New Mountain Finance Corporation
787 Seventh Avenue, 48
th
Floor
New York, New York 10019
Telephone: (212) 720-0300
State of Incorporation: Delaware
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27-2978010
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Title of each class
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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New York Stock Exchange
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5.75% Notes due 2023
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New York Stock Exchange
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Title of each class
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None
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Large accelerated filer
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Accelerated filer
o
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Non-accelerated filer
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Smaller reporting company
o
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Emerging growth company
o
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Description
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Shares as of February 27, 2019
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Common stock, par value $0.01 per share
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80,418,872
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PAGE
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Year Ended December 31,
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(in millions)
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2018
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2017
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2016
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New investments in 67, 64 and 43 portfolio companies, respectively
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$
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1,321.6
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$
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999.7
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$
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558.1
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Debt repayments in existing portfolio companies
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592.4
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696.6
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479.5
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Sales of securities in 14, 17 and 10 portfolio companies, respectively
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210.5
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70.7
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67.6
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Change in unrealized appreciation on 25, 58 and 71 portfolio companies, respectively
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14.8
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66.1
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76.5
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Change in unrealized depreciation on 88, 43 and 24 portfolio companies, respectively
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(37.0
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)
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(15.3
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)
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(36.4
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)
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Portfolio Company
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Percent of Total Assets
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UniTek Global Services, Inc.
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3.4
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%
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NMFC Senior Loan Program II LLC
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3.2
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%
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NMFC Senior Loan Program III LLC
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3.2
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%
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Benevis Holding Corp.
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3.2
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%
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Integro Parent Inc.
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2.6
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%
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Avatar Topco, Inc.
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2.5
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%
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Kronos Incorporated
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2.3
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%
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CentralSquare Technologies, LLC
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2.3
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%
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Dealer Tire, LLC
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2.1
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%
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Tenawa Resource Holdings, LLC
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2.0
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%
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Total
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26.8
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%
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Industry Type
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Percent of Total Assets
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Business Services
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22.6
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%
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Software
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19.5
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%
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Healthcare Services
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14.2
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%
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Education
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8.6
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%
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Investment Fund
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7.4
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%
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Consumer Services
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4.9
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%
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Energy
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4.3
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%
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Net Lease
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3.9
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%
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Distribution & Logistics
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3.3
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%
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Federal Services
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3.0
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%
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Total
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91.7
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%
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•
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Defensive growth industries.
We seek to invest in industries that can succeed in both robust and weak economic environments but which are also sufficiently large and growing to achieve high valuations providing enterprise value cushion for our targeted debt securities.
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•
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High barriers to competitive entry.
We target industries and companies that have well defined industries and well established, understandable barriers to competitive entry.
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•
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Recurring revenue.
Where possible, we focus on companies that have a high degree of predictability in future revenue.
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•
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Flexible cost structure.
We seek to invest in businesses that have limited fixed costs and therefore modest operating leverage.
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Strong free cash flow and high return on assets.
We focus on businesses with a demonstrated ability to produce meaningful free cash flow from operations. We typically target companies that are not asset intensive and that have minimal capital expenditure and minimal working capital growth needs.
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•
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Sustainable business and niche market dominance.
We seek to invest in businesses that exert niche market dominance in their industry and that have a demonstrated history of sustaining market leadership over time.
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Established companies.
We seek to invest in established companies with sound historical financial performance. We do not intend to invest in start-up companies or companies with speculative business plans.
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Private equity sponsorship.
We generally seek to invest in companies in conjunction with private equity sponsors who we know and trust and who have proven capabilities in building value.
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•
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Seasoned management team.
We generally require that portfolio companies have a seasoned management team with strong corporate governance. Oftentimes we have a historical relationship with or direct knowledge of key managers from previous investment experience.
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Identifying attractive investment sectors top down;
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Creating competitive advantages in the selected industry sectors; and
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Targeting companies with leading market share and attractive business models in its chosen sectors.
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First Lien Loans and Bonds.
First lien loans and bonds generally have terms of four to seven years, provide for a variable or fixed interest rate, may contain prepayment penalties and are secured by a first priority security interest in all existing and future assets of the borrower. These first lien loans and bonds may include payment-in-kind ("PIK") interest, which represents contractual interest accrued and added to the principal that generally becomes due at maturity. Our first lien loans may include traditional first lien senior secured loans or unitranche loans. Unitranche loans combine characteristics of traditional first lien senior secured loans as well as second lien and subordinated loans. Unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last out” tranche.
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Second Lien Loans and Bonds.
Second lien loans and bonds generally have terms of five to eight years, provide for a variable or fixed interest rate, may contain prepayment penalties and are secured by a second priority security interest in all existing and future assets of the borrower. These second lien loans and bonds may include PIK interest.
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Unsecured Senior, Subordinated and "Mezzanine" Loans and Bonds.
Any unsecured investments are generally expected to have terms of five to ten years and provide for a fixed interest rate. Unsecured investments may include PIK interest and may have an equity component, such as warrants to purchase common stock in the portfolio company.
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review of monthly and/or quarterly financial statements and financial projections for portfolio companies provided by its management;
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ongoing dialogue with and review of original diligence sources;
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periodic contact with portfolio company management (and, if appropriate, the private equity sponsor) to discuss financial position, requirements and accomplishments; and
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assessment of business development success, including product development, profitability and the portfolio company's overall adherence to its business plan.
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Investment Rating 1—Investment is performing materially above expectations;
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Investment Rating 2—Investment is performing materially in-line with expectations. All new loans are rated 2 at initial purchase;
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Investment Rating 3—Investment is performing materially below expectations, where the risk of loss has materially increased since the original investment; and
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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.
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(in millions)
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As of December 31, 2018
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Investment Rating
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Cost
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Percent
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Fair Value
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Percent
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Investment Rating 1
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$
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147.1
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6.3
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%
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$
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147.9
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6.3
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%
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Investment Rating 2
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2,181.1
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93.6
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%
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2,194.0
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93.7
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%
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Investment Rating 3
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—
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—
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%
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—
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—
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%
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Investment Rating 4
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1.5
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0.1
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%
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0.1
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0.0
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%
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$
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2,329.7
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100.0
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%
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$
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2,342.0
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100.0
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%
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(1)
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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.
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(2)
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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.
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a.
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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
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b.
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For investments other than bonds, the investment professionals of the Investment Adviser look at the number of quotes readily available and perform the following:
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i.
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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;
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ii.
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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
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(3)
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Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
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a.
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Each portfolio company or investment is initially valued by the investment professionals of the Investment Adviser responsible for the credit monitoring;
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b.
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Preliminary valuation conclusions will then be documented and discussed with our senior management;
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c.
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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 investment professionals of the Investment Adviser do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our board of directors; and
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d.
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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.
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•
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continue to qualify as a BDC under the 1940 Act at all times during each taxable year;
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derive in each taxable year at least 90.0% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain "qualified publicly traded partnerships", or other income derived with respect to our business of investing in such stock or securities (the "90.0% Income Test"); and
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diversify our holdings so that at the end of each quarter of the taxable year:
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at least 50.0% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets or more than 10.0% of the outstanding voting securities of the issuer; and
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•
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no more than 25.0% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of: (1) one issuer, (2) two or more issuers that are controlled, as
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•
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determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
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determines the securities and other assets that we will purchase, retain or sell;
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identifies, evaluates and negotiates the structure of our investments that we make;
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executes, monitors and services the investments that we make;
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performs due diligence on prospective portfolio companies;
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votes, exercises consents and exercises all other rights appertaining to such securities and other assets on our behalf; and
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provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require.
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No incentive fee is payable to the Investment Adviser in any calendar quarter in which our Pre-Incentive Fee Adjusted Net Investment Income does not exceed the hurdle rate of 2.0% (the "preferred return" or "hurdle").
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100.0% of our Pre-Incentive Fee Adjusted Net Investment Income with respect to that portion of such Pre-Incentive Fee Adjusted Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser. This portion of our Pre-Incentive Fee Adjusted Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to as the "catch-up". The catch-up provision is intended to provide the Investment Adviser with an incentive fee of 20.0% on all of our Pre-Incentive Fee Adjusted Net Investment Income as if a hurdle rate did not apply when our Pre-Incentive Fee Adjusted Net Investment Income exceeds 2.5% in any calendar quarter.
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•
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20.0% of the amount of our Pre-Incentive Fee Adjusted Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved.
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*
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The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets and assumes, for our investments held prior to the IPO, interest income has been adjusted to reflect the amortization of purchase or original issue discount as if each investment was purchased at the date of the IPO, or stepped up to fair market value.
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(1)
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Represents 8.00% annualized hurdle rate.
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(2)
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Assumes 1.75% annualized base management fee.
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(3)
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Excludes organizational and offering expenses.
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(4)
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The "catch-up" provision is intended to provide the Investment Adviser with an incentive fee of 20.00% on all Pre-Incentive Fee Adjusted Net Investment Income as if a hurdle rate did not apply when our net investment income exceeds 2.50% in any calendar quarter.
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*
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The hypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in this example. The capital gains incentive fees are calculated on an "adjusted" basis for our investments held prior to the IPO and assumes those investments have been adjusted to reflect the amortization of purchase or original issue discount as if each investment was purchased at the date of the IPO, or stepped up to fair market value.
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(1)
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As noted above, it is possible that the cumulative aggregate capital gains fee received by the Investment Adviser ($7.0 million) is effectively greater than $5.0 million (20.0% of cumulative aggregate realized capital gains less net realized capital losses or net unrealized depreciation ($25.0 million)).
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organizational and offering expenses;
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the investigation and monitoring of our investments;
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the cost of calculating net asset value;
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interest payable on debt, if any, to finance our investments;
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•
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the cost of effecting sales and repurchases of shares of our common stock and other securities;
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management and incentive fees payable pursuant to the Investment Management Agreement;
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fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms);
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transfer agent and custodial fees;
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fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events);
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federal and state registration fees;
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any exchange listing fees;
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federal, state, local and foreign taxes;
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independent directors' fees and expenses;
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brokerage commissions;
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costs of proxy statements, stockholders' reports and notices;
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costs of preparing government filings, including periodic and current reports with the SEC;
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fees and expenses associated with independent audits and outside legal costs;
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costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;
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fidelity bond, liability insurance and other insurance premiums; and
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printing, mailing and all other direct expenses incurred by either the Investment Adviser or us in connection with administering our business, including payments under the Administration Agreement that are based upon our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement, including the allocable portion of the compensation of our chief financial officer and chief compliance officer and their respective staffs.
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the nature, extent and quality of advisory and other services provided by the Investment Adviser, including information about our investment performance relative to our stated objectives and in comparison to our performance peer group and relevant market indices, and concluded that such advisory and other services are satisfactory and our investment performance is reasonable;
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the experience and qualifications of the personnel providing such advisory and other services, including information about the backgrounds of the investment personnel, the allocation of responsibilities among such
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the current fee structure, the existence of any fee waivers, and our anticipated expense ratios in relation to those of other investment companies having comparable investment policies and limitations, and concluded that the current fee structure is reasonable;
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the advisory fees charged to us by the Investment Adviser and comparative data regarding the advisory fees charged by other investment advisers to BDCs with similar investment objectives, and concluded that the advisory fees charged to us by the Investment Adviser are reasonable;
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the direct and indirect costs, including for personnel and office facilities, that are incurred by the Investment Adviser and its affiliates in performing services for us and the basis of determining and allocating these costs, and concluded that the direct and indirect costs, including the allocation of such costs, are reasonable;
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the total of all assets managed by the Adviser, as well as total number of investment companies and other clients serviced by the Adviser and possible economies of scale arising from our size and/or anticipated growth, and the extent to which such economies of scale are reflected in the advisory fees charged to us by the Investment Adviser, and concluded that some economies of scale may be possible in the future;
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other possible benefits to the Investment Adviser and its affiliates arising from their relationships with us, and concluded that any such other benefits were not material to the Investment Adviser and its affiliates; and
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possible alternative fee structures or bases for determining fees and the possibility of obtaining similar services from other third party service providers, and concluded that our current fee structure and bases for determining fees are satisfactory.
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1)
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Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:
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(a)
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is organized under the laws of, and has its principal place of business in, the U.S.;
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(b)
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is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
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(c)
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satisfies any of the following:
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(i)
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does not have any class of securities that is traded on a national securities exchange;
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(ii)
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has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250.0 million;
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(iii)
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is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or
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(iv)
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is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million.
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2)
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Securities of any eligible portfolio company that the BDC controls.
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3)
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Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
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4)
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Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the BDC already owns 60.0% of the outstanding equity of the eligible portfolio company.
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5)
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Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
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6)
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Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
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•
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pursuant to Rule 13a-14 of the Exchange Act, our chief executive officer and chief financial officer are required to certify the accuracy of the financial statements contained in our periodic reports;
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•
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pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures;
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•
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pursuant to Rule 13a-15 of the Exchange Act, our management is required to prepare a report regarding their assessment of their internal control over financial reporting and is required to obtain an audit of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm; and
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•
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pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports are required to disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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•
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Authorized Employees of our Investment Adviser.
It is our policy that only authorized employees of our investment adviser who need to know your personal information will have access to it.
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•
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Service Providers.
We may disclose your personal information to companies that provide services on our behalf, such as recordkeeping, processing your trades, and mailing you information. These companies are required to protect your information and use it solely for the purpose for which they received it.
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•
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Courts and Government Officials.
If required by law, we may disclose your personal information in accordance with a court order or at the request of government regulators. Only that information required by law, subpoena, or court order will be disclosed.
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Assumed Return on Our Portfolio (net of interest expense)
|
|||||||||
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(10.0)%
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(5.0)%
|
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—%
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|
5.0%
|
|
10.0%
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Corresponding return to stockholder
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(30.8)%
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(18.6)%
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(6.4)%
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5.8%
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17.9%
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•
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The Annual Distribution Requirement for a RIC will be satisfied if we distribute (or are deemed to distribute) to our stockholders on an annual basis at least 90.0% of our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses, if any. Because we use debt financing, we are subject to an asset coverage ratio requirement under the 1940 Act, and we are subject to certain financial
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•
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The source-of-income requirement will be satisfied if at least 90.0% of our allocable share of our gross income for each year is derived from dividends, interest payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income from certain “qualified publicly traded partnerships” or other income derived with respect to our business of investing in such stock or securities.
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•
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The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other such securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets or more than 10.0% of the outstanding voting securities of the issuer; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by it and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships”. Failure to meet these requirements may result in us having to dispose of certain investments quickly in order to prevent the loss of our RIC status. Because most of our investments are intended to be in private companies, and therefore may be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
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•
|
may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of any equity components of our investments;
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•
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may have shorter operating histories, narrower product lines, smaller market shares and/or more significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns;
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•
|
are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
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•
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generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence;
|
•
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may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
|
•
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generally have less publicly available information about their businesses, operations and financial condition.
|
•
|
a comparison of the portfolio company's securities to publicly traded securities;
|
•
|
the enterprise value of a portfolio company;
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•
|
the nature and realizable value of any collateral;
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•
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the portfolio company's ability to make payments and its earnings and discounted cash flow;
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•
|
the markets in which the portfolio company does business; and
|
•
|
changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.
|
•
|
price and volume fluctuations in the overall stock market or in the market for BDCs from time to time;
|
•
|
investor demand for shares of our common stock;
|
•
|
significant volatility in the market price and trading volume of securities of registered closed-end management investment companies, BDCs or other financial services companies, which is not necessarily related to the operating performance of these companies;
|
•
|
the inability to raise equity capital;
|
•
|
our inability to borrow money or deploy or invest our capital;
|
•
|
fluctuations in interest rates;
|
•
|
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
|
•
|
operating performance of companies comparable to us;
|
•
|
changes in regulatory policies or tax guidelines with respect to RICs or BDCs;
|
•
|
our loss of status as or ability to operate as a BDC;
|
•
|
our failure to qualify as a RIC, loss of RIC status or ability to operate as a RIC;
|
•
|
actual or anticipated changes in our earnings or fluctuations in our operating results;
|
•
|
changes in the value of our portfolio of investments;
|
•
|
general economic conditions, trends and other external factors;
|
•
|
departures of key personnel; or
|
•
|
loss of a major source of funding.
|
•
|
provide for a classified board of directors, which may delay the ability of our stockholders to change the membership of a majority of our board of directors;
|
•
|
authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt;
|
•
|
do not provide for cumulative voting;
|
•
|
provide that vacancies on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;
|
•
|
provide that our directors may be removed only for cause;
|
•
|
require supermajority voting to effect certain amendments to our certificate of incorporation and bylaws; and
|
•
|
require stockholders to provide advance notice of new business proposals and director nominations under specific procedures.
|
(in thousands, except shares and per share data)
|
|
Total Number of
|
|
Weighted Average Price
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the
|
||||||
Period
|
|
Shares Purchased
|
|
Paid Per Share
|
|
or Programs
|
|
Plans or Programs
|
||||||
January 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
February 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
March 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
April 2018
|
|
166,286
|
|
|
13.24
|
|
|
—
|
|
|
—
|
|
||
May 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
June 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
July 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
August 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
September 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
October 2018
|
|
189,595
|
|
|
13.76
|
|
|
—
|
|
|
—
|
|
||
November 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
December 2018
|
|
191,162
|
|
|
12.66
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
547,043
|
|
|
$
|
13.22
|
|
|
—
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
New Mountain Finance Corporation
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment income
|
$
|
231,465
|
|
|
$
|
197,806
|
|
|
$
|
168,084
|
|
|
$
|
153,855
|
|
|
$
|
91,923
|
|
Investment income allocated from NMF Holdings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,678
|
|
|||||
Net expenses
|
125,433
|
|
|
95,602
|
|
|
79,976
|
|
|
71,360
|
|
|
34,727
|
|
|||||
Net expenses allocated from NMF Holdings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,808
|
|
|||||
Net investment income
|
106,032
|
|
|
102,204
|
|
|
88,108
|
|
|
82,495
|
|
|
80,066
|
|
|||||
Net realized (losses) gains on investments
|
(9,657
|
)
|
|
(39,734
|
)
|
|
(16,717
|
)
|
|
(12,789
|
)
|
|
357
|
|
|||||
Net realized and unrealized gains (losses) allocated from NMF Holdings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,508
|
|
|||||
Net change in unrealized (depreciation) appreciation of investments
|
(22,206
|
)
|
|
50,794
|
|
|
40,131
|
|
|
(35,272
|
)
|
|
(43,863
|
)
|
|||||
Net change in unrealized (depreciation) appreciation of securities purchased under collateralized agreements to resell
|
(1,704
|
)
|
|
(4,006
|
)
|
|
(486
|
)
|
|
(296
|
)
|
|
—
|
|
|||||
(Provision) benefit for taxes
|
(112
|
)
|
|
140
|
|
|
642
|
|
|
(1,183
|
)
|
|
(493
|
)
|
|||||
Net increase in net assets resulting from operations
|
72,353
|
|
|
109,398
|
|
|
111,678
|
|
|
32,955
|
|
|
45,575
|
|
|||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net asset value
|
$
|
13.22
|
|
|
$
|
13.63
|
|
|
$
|
13.46
|
|
|
$
|
13.08
|
|
|
$
|
13.83
|
|
Net increase in net assets resulting from operations (basic)
|
0.95
|
|
|
1.47
|
|
|
1.72
|
|
|
0.55
|
|
|
0.88
|
|
|||||
Net increase in net assets resulting from operations (diluted)(1)
|
0.91
|
|
|
1.38
|
|
|
1.60
|
|
|
0.55
|
|
|
0.86
|
|
|||||
Distributions declared(2)
|
1.36
|
|
|
1.36
|
|
|
1.36
|
|
|
1.36
|
|
|
1.48
|
|
|||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total assets(3)
|
$
|
2,448,666
|
|
|
$
|
1,928,018
|
|
|
$
|
1,656,018
|
|
|
$
|
1,588,146
|
|
|
$
|
1,500,868
|
|
Holdings Credit Facility
|
512,563
|
|
|
312,363
|
|
|
333,513
|
|
|
419,313
|
|
|
468,108
|
|
|||||
Unsecured Notes
|
336,750
|
|
|
145,000
|
|
|
90,000
|
|
|
—
|
|
|
—
|
|
|||||
Convertible Notes
|
270,301
|
|
|
155,412
|
|
|
155,523
|
|
|
115,000
|
|
|
115,000
|
|
|||||
SBA-guaranteed debentures
|
165,000
|
|
|
150,000
|
|
|
121,745
|
|
|
117,745
|
|
|
37,500
|
|
|||||
NMFC Credit Facility
|
60,000
|
|
|
122,500
|
|
|
10,000
|
|
|
90,000
|
|
|
50,000
|
|
|||||
DB Credit Facility
|
57,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total net assets
|
1,006,269
|
|
|
1,034,975
|
|
|
938,562
|
|
|
836,908
|
|
|
802,170
|
|
|||||
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total return based on market value(4)
|
2.70
|
%
|
|
5.54
|
%
|
|
19.68
|
%
|
|
(4.00
|
)%
|
|
9.66
|
%
|
|||||
Total return based on net asset value(5)
|
7.16
|
%
|
|
11.77
|
%
|
|
13.98
|
%
|
|
4.32
|
%
|
|
6.56
|
%
|
|||||
Number of portfolio companies at period end
|
92
|
|
|
84
|
|
|
78
|
|
|
75
|
|
|
71
|
|
|||||
Total new investments for the period(6)
|
$
|
1,321,559
|
|
|
$
|
999,677
|
|
|
$
|
558,068
|
|
|
$
|
612,737
|
|
|
$
|
720,871
|
|
Investment sales and repayments for the period(6)
|
$
|
802,964
|
|
|
$
|
767,360
|
|
|
$
|
547,078
|
|
|
$
|
483,936
|
|
|
$
|
384,568
|
|
Weighted average YTM at Cost on debt portfolio at period end (unaudited)(7)
|
10.4
|
%
|
|
10.9
|
%
|
|
11.1
|
%
|
|
10.7
|
%
|
|
10.7
|
%
|
|||||
Weighted average YTM at Cost for Investments at period end (unaudited)(7)
|
10.4
|
%
|
|
10.9
|
%
|
|
10.5
|
%
|
|
10.7
|
%
|
|
10.6
|
%
|
|||||
Weighted average shares outstanding for the period (basic)
|
76,022,375
|
|
|
74,171,268
|
|
|
64,918,191
|
|
|
59,715,290
|
|
|
51,846,164
|
|
|||||
Weighted average shares outstanding for the period (diluted)
|
88,627,741
|
|
|
83,995,395
|
|
|
72,863,387
|
|
|
66,968,089
|
|
|
56,157,835
|
|
|||||
Portfolio turnover(6)
|
36.75
|
%
|
|
41.98
|
%
|
|
36.07
|
%
|
|
33.93
|
%
|
|
29.51
|
%
|
|
(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. For the year ended
December 31, 2015
, there was anti-dilution. For the years ended
December 31, 2018
,
December 31, 2017
,
December 31, 2016
and
December 31, 2014
, there was no anti-dilution.
|
(2)
|
Distributions declared in the year ended December 31, 2014 include a $0.12 per share special dividend related to realized capital gains attributable to NMF Holdings' warrant investments in Learning Care Group (US), Inc.
|
(3)
|
On January 1, 2016, we adopted Accounting Standard Update No. 2015-03,
Interest—Imputation of Interest Subtopic 835-30—Simplifying the Presentation of Debt Issuance Costs
(“ASU 2015-03”). Upon adoption, we revised our presentation of deferred financing costs from an asset to a liability, which is a direct deduction to our debt on the Consolidated Statements of Assets and Liabilities. In addition, as of December 31, 2015 and December 31, 2014, we retrospectively revised our presentation of $14.0 million and $14.1 million, respectively, of deferred financing costs that were previously presented as an asset, which resulted in a decrease to total assets and total liabilities as of December 31, 2015 and December 31, 2014.
|
(4)
|
Total return is calculated assuming a purchase of common stock at the opening of the first day of the period and a sale on the closing of the last business day of the respective period ends. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under our dividend reinvestment plan.
|
(5)
|
Total return is calculated assuming a purchase at net asset value on the opening of the first day of the period 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.
|
(6)
|
For the year ended December 31, 2014, amounts include our investment activity and the investment activity of the Predecessor Operating Company.
|
(7)
|
The weighted average YTM at Cost calculation assumes that all investments, including secured collateralized agreements, not on non-accrual are purchased at the adjusted cost on the respective period ends and held until their respective maturities with no prepayments or losses and exited at par at maturity. The YTM at Cost for Investments calculation assumes that all investments, including secured collateralized agreements, are purchased at cost on the quarter end date and held until their respective maturities with no prepayments or losses and exited at par at maturity. YTM at Cost and YTM at Cost for Investments calculations exclude the impact of existing leverage. YTM at Cost and YTM at Cost for Investments use the London Interbank Offered Rate ("LIBOR") curves at each quarter's end date. The actual yield to maturity may be higher or lower due to the future selection of the LIBOR contracts by the individual companies in our portfolio or other factors. Adjusted cost reflects the cost for post-IPO investments in accordance with accounting principles generally accepted in the United States of America ("GAAP") and a stepped up cost basis of pre-IPO investments (assuming a step-up to fair market value occurred on the IPO date).
|
•
|
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 Group, L.P. (together with New Mountain Capital, L.L.C. and its affiliates, "New Mountain Capital") whose ultimate owners include Steven B. Klinsky and related other vehicles; and
|
•
|
the risk factors set forth in
Item 1A.—Risk Factors
.
|
(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
|
$
|
1,173,459
|
|
|
$
|
—
|
|
|
$
|
185,931
|
|
|
$
|
987,528
|
|
Second lien
|
662,556
|
|
|
—
|
|
|
355,741
|
|
|
306,815
|
|
||||
Subordinated
|
65,297
|
|
|
—
|
|
|
25,210
|
|
|
40,087
|
|
||||
Equity and other
|
440,641
|
|
|
—
|
|
|
—
|
|
|
440,641
|
|
||||
Total investments
|
$
|
2,341,953
|
|
|
$
|
—
|
|
|
$
|
566,882
|
|
|
$
|
1,775,071
|
|
(in thousands)
|
|
|
|
|
|
|
Range
|
|||||||||
Type
|
Fair Value as of December 31, 2018
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average |
|||||
First lien
|
$
|
797,985
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.0x
|
|
|
32.0x
|
|
|
12.1x
|
|
|
|
|
|
|
Revenue multiple
|
|
3.5x
|
|
|
6.5x
|
|
|
5.8x
|
|
||
|
|
|
|
|
|
Discount rate
|
|
7.0
|
%
|
|
15.3
|
%
|
|
9.6
|
%
|
|
|
129,837
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
59,706
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Second lien
|
102,963
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
8.5x
|
|
|
15.0x
|
|
|
11.1x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.0
|
%
|
|
19.7
|
%
|
|
12.8
|
%
|
|
|
203,852
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Subordinated
|
40,087
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
5.0x
|
|
|
13.0x
|
|
|
10.2x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.9
|
%
|
|
21.4
|
%
|
|
16.3
|
%
|
|
Equity and other
|
439,977
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
0.4x
|
|
|
18.0x
|
|
|
10.3x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
6.5
|
%
|
|
25.8
|
%
|
|
13.5
|
%
|
|
|
664
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
7.3
|
|
|
7.3
|
|
|
7.3
|
|
|
|
|
|
|
|
|
Volatility
|
|
37.9
|
%
|
|
37.9
|
%
|
|
37.9
|
%
|
|
|
|
|
|
|
|
Discount rate
|
|
2.9
|
%
|
|
2.9
|
%
|
|
2.9
|
%
|
|
|
$
|
1,775,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
|
|
December 31, 2018
|
|
December 31, 2017
|
||
First lien investments (1)
|
|
348,577
|
|
|
386,100
|
|
Weighted average interest rate on first lien investments (2)
|
|
6.84
|
%
|
|
6.05
|
%
|
Number of portfolio companies in SLP II
|
|
31
|
|
|
35
|
|
Largest portfolio company investment (1)
|
|
17,150
|
|
|
17,369
|
|
Total of five largest portfolio company investments (1)
|
|
80,766
|
|
|
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
|
|
6.46% (L + 3.75%)
|
|
2/27/2025
|
|
$
|
8,825
|
|
|
$
|
8,785
|
|
|
$
|
8,605
|
|
ADG, LLC
|
|
Healthcare Services
|
|
7.63% (L + 4.75%)
|
|
9/28/2023
|
|
16,862
|
|
|
16,740
|
|
|
16,609
|
|
|||
Beaver-Visitec International Holdings, Inc.
|
|
Healthcare Products
|
|
6.62% (L + 4.00%)
|
|
8/21/2023
|
|
14,664
|
|
|
14,492
|
|
|
14,517
|
|
|||
Brave Parent Holdings, Inc.
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
4/18/2025
|
|
15,422
|
|
|
15,369
|
|
|
14,902
|
|
|||
CentralSquare Technologies, LLC
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
8/29/2025
|
|
15,000
|
|
|
14,964
|
|
|
14,648
|
|
|||
CHA Holdings, Inc.
|
|
Business Services
|
|
7.30% (L + 4.50%)
|
|
4/10/2025
|
|
10,805
|
|
|
10,760
|
|
|
10,774
|
|
|||
CommerceHub, Inc.
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
5/21/2025
|
|
2,488
|
|
|
2,476
|
|
|
2,419
|
|
|||
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
12,242
|
|
|
12,190
|
|
|
12,196
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
6.56% (L + 3.75%)
|
|
2/16/2024
|
|
14,775
|
|
|
14,718
|
|
|
14,406
|
|
|||
GOBP Holdings, Inc.
|
|
Retail
|
|
6.55% (L + 3.75%)
|
|
10/22/2025
|
|
2,500
|
|
|
2,494
|
|
|
2,438
|
|
|||
Idera, Inc.
|
|
Software
|
|
7.03% (L + 4.50%)
|
|
6/28/2024
|
|
12,492
|
|
|
12,388
|
|
|
12,242
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
6.27% (L + 3.75%)
|
|
9/7/2023
|
|
14,962
|
|
|
14,920
|
|
|
14,588
|
|
|||
Keystone Acquisition Corp.
|
|
Healthcare Services
|
|
8.05% (L + 5.25%)
|
|
5/1/2024
|
|
5,332
|
|
|
5,289
|
|
|
5,226
|
|
|||
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
6.86% (L + 4.25%)
|
|
3/17/2025
|
|
5,321
|
|
|
5,312
|
|
|
5,294
|
|
|||
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
6.89% (L + 4.25%)
|
|
3/17/2025
|
|
1,374
|
|
|
1,371
|
|
|
1,367
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
6.87% (L + 4.25%)
|
|
6/5/2024
|
|
11,820
|
|
|
11,772
|
|
|
11,347
|
|
|||
Medical Solutions Holdings, Inc.
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
6/14/2024
|
|
4,432
|
|
|
4,413
|
|
|
4,343
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
2,116
|
|
|
2,109
|
|
|
2,116
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
600
|
|
|
597
|
|
|
600
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
12,285
|
|
|
12,238
|
|
|
12,285
|
|
|||
NorthStar Financial Services Group, LLC
|
|
Software
|
|
6.10% (L + 3.50%)
|
|
5/25/2025
|
|
7,463
|
|
|
7,428
|
|
|
7,313
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
8.06% (L + 5.25%)
|
|
4/29/2024
|
|
10,342
|
|
|
10,301
|
|
|
10,084
|
|
|||
Poseidon Intermediate, LLC
|
|
Software
|
|
6.78% (L + 4.25%)
|
|
8/15/2022
|
|
14,729
|
|
|
14,727
|
|
|
14,644
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
6.55% (L + 3.75%)
|
|
7/10/2025
|
|
1,386
|
|
|
1,380
|
|
|
1,369
|
|
|||
Project Accelerate Parent, LLC
|
|
Business Services
|
|
6.64% (L + 4.25%)
|
|
1/2/2025
|
|
14,887
|
|
|
14,821
|
|
|
14,663
|
|
|||
PSC Industrial Holdings Corp.
|
|
Industrial Services
|
|
6.21% (L + 3.75%)
|
|
10/11/2024
|
|
10,395
|
|
|
10,307
|
|
|
10,161
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
6.78% (L + 4.25%)
|
|
5/16/2025
|
|
15,000
|
|
|
14,930
|
|
|
14,535
|
|
|||
Salient CRGT Inc.
|
|
Federal Services
|
|
8.27% (L + 5.75%)
|
|
2/28/2022
|
|
13,509
|
|
|
13,418
|
|
|
13,306
|
|
|||
Sierra Acquisition, Inc.
|
|
Food & Beverage
|
|
6.02% (L + 3.50%)
|
|
11/11/2024
|
|
3,713
|
|
|
3,696
|
|
|
3,685
|
|
|||
SSH Group Holdings, Inc.
|
|
Education
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
8,978
|
|
|
8,956
|
|
|
8,753
|
|
|||
Wirepath LLC
|
|
Distribution & Logistics
|
|
6.71% (L + 4.00%)
|
|
8/5/2024
|
|
14,963
|
|
|
14,963
|
|
|
14,738
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
6.30% (L + 3.50%)
|
|
6/7/2024
|
|
10,823
|
|
|
10,801
|
|
|
10,620
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.80% (L + 4.00%)
|
|
11/7/2024
|
|
15,064
|
|
|
15,053
|
|
|
14,971
|
|
|||
Zywave, Inc.
|
|
Software
|
|
7.52% (L + 5.00%)
|
|
11/17/2022
|
|
17,150
|
|
|
17,091
|
|
|
17,150
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
342,719
|
|
|
$
|
341,269
|
|
|
$
|
336,914
|
|
Unfunded Investments - First lien
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Access CIG, LLC
|
|
Business Services
|
|
—
|
|
2/27/2019
|
|
$
|
1,108
|
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
CHA Holdings, Inc.
|
|
Business Services
|
|
—
|
|
10/10/2019
|
|
2,143
|
|
|
(11
|
)
|
|
(6
|
)
|
|||
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
—
|
|
7/30/2020
|
|
1,230
|
|
|
(5
|
)
|
|
(10
|
)
|
|||
Ministry Brands, LLC
|
|
Software
|
|
—
|
|
10/18/2019
|
|
1,267
|
|
|
(6
|
)
|
|
—
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
—
|
|
7/10/2020
|
|
110
|
|
|
—
|
|
|
(1
|
)
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
5,858
|
|
|
$
|
(22
|
)
|
|
$
|
(45
|
)
|
Total Investments
|
|
|
|
|
|
|
|
$
|
348,577
|
|
|
$
|
341,247
|
|
|
$
|
336,869
|
|
|
(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, 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:
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
|
(in thousands)
|
||||
Investments at fair value (cost of $341,247 and $379,075, respectively)
|
$
|
336,869
|
|
|
$
|
382,534
|
|
Cash and other assets
|
7,620
|
|
|
8,065
|
|
||
Total assets
|
$
|
344,489
|
|
|
$
|
390,599
|
|
|
|
|
|
||||
Credit facility
|
$
|
243,170
|
|
|
$
|
266,270
|
|
Deferred financing costs
|
(1,374
|
)
|
|
(1,966
|
)
|
||
Payable for unsettled securities purchased
|
—
|
|
|
15,964
|
|
||
Distribution payable
|
3,250
|
|
|
3,500
|
|
||
Other liabilities
|
2,869
|
|
|
2,891
|
|
||
Total liabilities
|
247,915
|
|
|
286,659
|
|
||
|
|
|
|
||||
Members' capital
|
$
|
96,574
|
|
|
$
|
103,940
|
|
Total liabilities and members' capital
|
$
|
344,489
|
|
|
$
|
390,599
|
|
|
Year Ended December 31,
|
||||||||||
Selected Statement of Operations Information:
|
2018
|
|
2017
|
|
2016(1)
|
||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in thousands)
|
||||||
Interest income
|
$
|
24,654
|
|
|
$
|
22,551
|
|
|
$
|
7,463
|
|
Other income
|
199
|
|
|
351
|
|
|
572
|
|
|||
Total investment income
|
24,853
|
|
|
22,902
|
|
|
8,035
|
|
|||
|
|
|
|
|
|
||||||
Interest and other financing expenses
|
10,474
|
|
|
8,356
|
|
|
3,558
|
|
|||
Other expenses
|
681
|
|
|
697
|
|
|
650
|
|
|||
Total expenses
|
11,155
|
|
|
9,053
|
|
|
4,208
|
|
|||
Net investment income
|
13,698
|
|
|
13,849
|
|
|
3,827
|
|
|||
|
|
|
|
|
|
||||||
Net realized gains on investments
|
782
|
|
|
2,281
|
|
|
599
|
|
|||
Net change in unrealized (depreciation) appreciation of investments
|
(7,837
|
)
|
|
(822
|
)
|
|
4,281
|
|
|||
Net increase in members' capital
|
$
|
6,643
|
|
|
$
|
15,308
|
|
|
$
|
8,707
|
|
|
(1)
|
For the year ended
December 31, 2016
, amounts reported relate to the period from April 12, 2016 (commencement of operations) to
December 31, 2016
.
|
(in thousands)
|
|
December 31, 2018
|
|
First lien investments (1)
|
|
383,289
|
|
Weighted average interest rate on first lien investments (2)
|
|
6.50
|
%
|
Number of portfolio companies in SLP III
|
|
39
|
|
Largest portfolio company investment (1)
|
|
18,958
|
|
Total of five largest portfolio company investments (1)
|
|
85,938
|
|
|
(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
|
|
|
|
|
|
|
|
( in thousands)
|
|
( in thousands)
|
|
( in thousands)
|
||||||
Access CIG, LLC
|
|
Business Services
|
|
6.46% (L + 3.75%)
|
|
2/27/2025
|
|
$
|
1,216
|
|
|
$
|
1,216
|
|
|
$
|
1,185
|
|
Affordable Care Holding Corp.
|
|
Healthcare Services
|
|
7.25% (L + 4.75%)
|
|
10/24/2022
|
|
1,025
|
|
|
1,030
|
|
|
1,005
|
|
|||
Bracket Intermediate Holding Corp.
|
|
Healthcare Services
|
|
7.00% (L + 4.25%)
|
|
9/5/2025
|
|
14,963
|
|
|
14,890
|
|
|
14,813
|
|
|||
Brave Parent Holdings, Inc.
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
4/18/2025
|
|
14,925
|
|
|
14,874
|
|
|
14,421
|
|
|||
CentralSquare Technologies, LLC
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
8/29/2025
|
|
15,000
|
|
|
14,964
|
|
|
14,648
|
|
|||
Certara Holdco, Inc.
|
|
Healthcare I.T.
|
|
6.30% (L + 3.50%)
|
|
8/15/2024
|
|
1,275
|
|
|
1,280
|
|
|
1,255
|
|
|||
CHA Holdings, Inc.
|
|
Business Services
|
|
7.30% (L + 4.50%)
|
|
4/10/2025
|
|
997
|
|
|
997
|
|
|
995
|
|
|||
CommerceHub, Inc.
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
5/21/2025
|
|
14,925
|
|
|
14,856
|
|
|
14,515
|
|
|||
CRCI Longhorn Holdings, Inc.
|
|
Business Services
|
|
5.89% (L + 3.50%)
|
|
8/8/2025
|
|
14,963
|
|
|
14,891
|
|
|
14,588
|
|
|||
Dentalcorp Perfect Smile ULC
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
6/6/2025
|
|
11,940
|
|
|
11,912
|
|
|
11,701
|
|
|||
Dentalcorp Perfect Smile ULC
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
6/6/2025
|
|
1,686
|
|
|
1,685
|
|
|
1,652
|
|
|||
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
17,591
|
|
|
17,507
|
|
|
17,525
|
|
|||
Financial & Risk US Holdings, Inc.
|
|
Business Services
|
|
6.27% (L + 3.75%)
|
|
10/1/2025
|
|
8,000
|
|
|
7,980
|
|
|
7,512
|
|
|||
GOBP Holdings, Inc.
|
|
Retail
|
|
6.55% (L + 3.75%)
|
|
10/22/2025
|
|
15,000
|
|
|
14,963
|
|
|
14,625
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
6.56% (L + 3.75%)
|
|
2/16/2024
|
|
14,821
|
|
|
14,831
|
|
|
14,450
|
|
|||
Heartland Dental, LLC
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
4/30/2025
|
|
17,329
|
|
|
17,249
|
|
|
16,593
|
|
|||
HIG Finance 2 Limited
|
|
Business Services
|
|
6.06% (L + 3.50%)
|
|
12/20/2024
|
|
1,995
|
|
|
1,985
|
|
|
1,939
|
|
|||
Idera, Inc.
|
|
Software
|
|
7.03% (L + 4.50%)
|
|
6/28/2024
|
|
2,294
|
|
|
2,289
|
|
|
2,248
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
6.27% (L + 3.75%)
|
|
9/7/2023
|
|
5,985
|
|
|
5,985
|
|
|
5,835
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
6.87% (L + 4.25%)
|
|
6/5/2024
|
|
4,827
|
|
|
4,821
|
|
|
4,633
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
4,596
|
|
|
4,576
|
|
|
4,596
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
600
|
|
|
597
|
|
|
600
|
|
|||
National Intergovernmental Purchasing Alliance Company
|
|
Business Services
|
|
6.55% (L + 3.75%)
|
|
5/23/2025
|
|
14,925
|
|
|
14,912
|
|
|
14,552
|
|
|||
Navex Topco, Inc.
|
|
Software
|
|
5.78% (L + 3.25%)
|
|
9/5/2025
|
|
14,963
|
|
|
14,890
|
|
|
14,102
|
|
|||
Navicure, Inc.
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
11/1/2024
|
|
2,985
|
|
|
2,985
|
|
|
2,925
|
|
|||
Netsmart Technologies, Inc.
|
|
Healthcare I.T.
|
|
6.27% (L + 3.75%)
|
|
4/19/2023
|
|
10,437
|
|
|
10,437
|
|
|
10,307
|
|
|||
Newport Group Holdings II, Inc.
|
|
Business Services
|
|
6.54% (L + 3.75%)
|
|
9/12/2025
|
|
4,988
|
|
|
4,963
|
|
|
4,875
|
|
|||
NorthStar Financial Services Group, LLC
|
|
Software
|
|
6.10% (L + 3.50%)
|
|
5/25/2025
|
|
14,925
|
|
|
14,856
|
|
|
14,628
|
|
|||
OEConnection LLC
|
|
Business Services
|
|
6.53% (L + 4.00%)
|
|
11/22/2024
|
|
1,830
|
|
|
1,843
|
|
|
1,789
|
|
|||
Outcomes Group Holdings, Inc.
|
|
Healthcare Services
|
|
6.28% (L + 3.50%)
|
|
10/24/2025
|
|
6,500
|
|
|
6,484
|
|
|
6,394
|
|
|||
Pelican Products, Inc.
|
|
Business Products
|
|
5.88% (L + 3.50%)
|
|
5/1/2025
|
|
4,975
|
|
|
4,963
|
|
|
4,726
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
8.06% (L + 5.25%)
|
|
4/29/2024
|
|
15,588
|
|
|
15,517
|
|
|
15,199
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
6.55% (L + 3.75%)
|
|
7/10/2025
|
|
13,862
|
|
|
13,796
|
|
|
13,689
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
6.78% (L + 4.25%)
|
|
5/16/2025
|
|
15,000
|
|
|
14,930
|
|
|
14,535
|
|
|||
Sierra Enterprises, LLC
|
|
Food & Beverage
|
|
6.02% (L + 3.50%)
|
|
11/11/2024
|
|
2,481
|
|
|
2,478
|
|
|
2,463
|
|
|||
SSH Group Holdings, Inc.
|
|
Education
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
14,963
|
|
|
14,927
|
|
|
14,588
|
|
|||
University Support Services LLC (St. George's University Scholastic Services LLC)
|
|
Education
|
|
6.03% (L + 3.50%)
|
|
7/17/2025
|
|
3,790
|
|
|
3,772
|
|
|
3,759
|
|
|||
VT Topco, Inc.
|
|
Business Services
|
|
6.55% (L + 3.75%)
|
|
8/1/2025
|
|
7,980
|
|
|
7,961
|
|
|
7,882
|
|
|||
VT Topco, Inc.
|
|
Business Services
|
|
6.55% (L + 3.75%)
|
|
8/1/2025
|
|
1,004
|
|
|
1,004
|
|
|
992
|
|
|||
Wirepath LLC
|
|
Distribution & Logistics
|
|
6.71% (L + 4.00%)
|
|
8/5/2024
|
|
17,477
|
|
|
17,477
|
|
|
17,215
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
6.30% (L + 3.50%)
|
|
6/7/2024
|
|
14,887
|
|
|
14,887
|
|
|
14,608
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.80% (L + 4.00%)
|
|
11/7/2024
|
|
4,965
|
|
|
4,983
|
|
|
4,935
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
374,478
|
|
|
$
|
373,443
|
|
|
$
|
365,497
|
|
Unfunded Investments - First lien
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dentalcorp Perfect Smile ULC
|
|
Healthcare Services
|
|
—
|
|
6/6/2020
|
|
$
|
1,308
|
|
|
$
|
(3
|
)
|
|
$
|
(26
|
)
|
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
—
|
|
7/30/2020
|
|
1,367
|
|
|
(7
|
)
|
|
(11
|
)
|
|||
Heartland Dental, LLC
|
|
Healthcare Services
|
|
—
|
|
4/30/2020
|
|
1,586
|
|
|
—
|
|
|
(67
|
)
|
|||
Ministry Brands, LLC
|
|
Software
|
|
—
|
|
10/18/2019
|
|
1,267
|
|
|
(6
|
)
|
|
—
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
—
|
|
7/10/2020
|
|
1,103
|
|
|
(3
|
)
|
|
(14
|
)
|
|||
University Support Services LLC (St. George's University Scholastic Services LLC)
|
|
Education
|
|
—
|
|
7/17/2019
|
|
1,187
|
|
|
—
|
|
|
(10
|
)
|
|||
VT Topco, Inc.
|
|
Business Services
|
|
—
|
|
8/1/2020
|
|
993
|
|
|
(2
|
)
|
|
(12
|
)
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
8,811
|
|
|
$
|
(21
|
)
|
|
$
|
(140
|
)
|
Total Investments
|
|
|
|
|
|
|
|
$
|
383,289
|
|
|
$
|
373,422
|
|
|
$
|
365,357
|
|
|
(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, 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 III.
|
Selected Balance Sheet Information:
|
December 31, 2018
|
||
|
(in thousands)
|
||
Investments at fair value (cost of $373,422)
|
$
|
365,357
|
|
Cash and other assets
|
9,138
|
|
|
Total assets
|
$
|
374,495
|
|
|
|
||
Credit facility
|
$
|
280,300
|
|
Deferred financing costs
|
(2,831
|
)
|
|
Distribution payable
|
2,600
|
|
|
Other liabilities
|
4,415
|
|
|
Total liabilities
|
284,484
|
|
|
|
|
||
Members' capital
|
$
|
90,011
|
|
Total liabilities and members' capital
|
$
|
374,495
|
|
|
Year Ended
|
||
Selected Statement of Operations Information:
|
December 31, 2018(1)
|
||
|
(in thousands)
|
||
Interest income
|
$
|
9,572
|
|
Other income
|
207
|
|
|
Total investment income
|
9,779
|
|
|
|
|
||
Interest and other financing expenses
|
5,402
|
|
|
Other expenses
|
509
|
|
|
Total expenses
|
5,911
|
|
|
Net investment income
|
3,868
|
|
|
|
|
||
Net realized gains on investments
|
9
|
|
|
Net change in unrealized appreciation (depreciation) of investments
|
(8,065
|
)
|
|
Net decrease in members' capital
|
$
|
(4,188
|
)
|
|
(1)
|
SLP III commenced operations on April 25, 2018.
|
|
|
|
|
Lease
|
|
|
|
Total
|
|
Fair Value as of
|
||
Portfolio Company
|
|
Tenant
|
|
Expiration Date
|
|
Location
|
|
Square Feet
|
|
December 31, 2018
|
||
|
|
|
|
|
|
|
|
(in thousands)
|
|
(in thousands)
|
||
NM NL Holdings LP / NM GP Holdco LLC
|
|
Various
|
|
Various
|
|
Various
|
|
Various
|
|
$
|
33,703
|
|
NM GLCR LP
|
|
Arctic Glacier U.S.A.
|
|
2/28/2038
|
|
CA
|
|
214
|
|
20,343
|
|
|
NM CLFX LP
|
|
Victor Equipment Company
|
|
8/31/2033
|
|
TX
|
|
423
|
|
12,770
|
|
|
NM APP Canada Corp.
|
|
A.P. Plasman, Inc.
|
|
9/30/2031
|
|
Canada
|
|
436
|
|
9,727
|
|
|
NM APP US LLC
|
|
Plasman Corp, LLC / A-Brite LP
|
|
9/30/2033
|
|
AL / OH
|
|
261
|
|
5,912
|
|
|
NM DRVT Jonesboro, LLC
|
|
FMH Conveyors, LLC
|
|
10/31/2031
|
|
AR
|
|
195
|
|
5,619
|
|
|
NM KRLN LLC
|
|
Kirlin Group, LLC
|
|
6/30/2029
|
|
MD
|
|
95
|
|
4,205
|
|
|
NM JRA LLC
|
|
J.R. Automation Technologies, LLC
|
|
1/31/2031
|
|
MI
|
|
88
|
|
2,537
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
94,816
|
|
•
|
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, where the risk of loss has materially 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)
|
|
As of December 31, 2018
|
||||||||||||
Investment Rating
|
|
Cost
|
|
Percent
|
|
Fair Value
|
|
Percent
|
||||||
Investment Rating 1
|
|
$
|
147.1
|
|
|
6.3
|
%
|
|
$
|
147.9
|
|
|
6.3
|
%
|
Investment Rating 2
|
|
2,181.1
|
|
|
93.6
|
%
|
|
2,194.0
|
|
|
93.7
|
%
|
||
Investment Rating 3
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Investment Rating 4
|
|
1.5
|
|
|
0.1
|
%
|
|
0.1
|
|
|
0.0
|
%
|
||
|
|
$
|
2,329.7
|
|
|
100.0
|
%
|
|
$
|
2,342.0
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
New investments in 67, 64 and 43 portfolio companies, respectively
|
$
|
1,321.6
|
|
|
$
|
999.7
|
|
|
$
|
558.1
|
|
Debt repayments in existing portfolio companies
|
592.4
|
|
|
696.6
|
|
|
479.5
|
|
|||
Sales of securities in 14, 17 and 10 portfolio companies, respectively
|
210.5
|
|
|
70.7
|
|
|
67.6
|
|
|||
Change in unrealized appreciation on 25, 58 and 71 portfolio companies, respectively
|
14.8
|
|
|
66.1
|
|
|
76.5
|
|
|||
Change in unrealized depreciation on 88, 43 and 24 portfolio companies, respectively
|
(37.0
|
)
|
|
(15.3
|
)
|
|
(36.4
|
)
|
(in thousands)
|
Year Ended
December 31, 2016 |
|
Stepped-up
Cost Basis
Adjustments
|
|
Incentive Fee
Adjustments(1)
|
|
Adjusted
Year Ended December 31, 2016 |
||||||||
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
$
|
147,425
|
|
|
$
|
(65
|
)
|
|
$
|
—
|
|
|
$
|
147,360
|
|
Total dividend income
|
11,200
|
|
|
—
|
|
|
—
|
|
|
11,200
|
|
||||
Other income
|
9,459
|
|
|
—
|
|
|
—
|
|
|
9,459
|
|
||||
Total investment income(2)
|
168,084
|
|
|
(65
|
)
|
|
—
|
|
|
168,019
|
|
||||
Total expenses pre-incentive fee(3)
|
57,965
|
|
|
—
|
|
|
—
|
|
|
57,965
|
|
||||
Pre-Incentive Fee Net Investment Income
|
110,119
|
|
|
(65
|
)
|
|
—
|
|
|
110,054
|
|
||||
Incentive fee
|
22,011
|
|
|
—
|
|
|
—
|
|
|
22,011
|
|
||||
Post-Incentive Fee Net Investment Income
|
88,108
|
|
|
(65
|
)
|
|
—
|
|
|
88,043
|
|
||||
Net realized losses on investments(4)
|
(16,717
|
)
|
|
(151
|
)
|
|
—
|
|
|
(16,868
|
)
|
||||
Net change in unrealized appreciation (depreciation) of investments(4)
|
40,131
|
|
|
216
|
|
|
—
|
|
|
40,347
|
|
||||
Net change in unrealized (depreciation) appreciation of securities purchased under collateralized agreements to resell
|
(486
|
)
|
|
—
|
|
|
—
|
|
|
(486
|
)
|
||||
Benefit for taxes
|
642
|
|
|
—
|
|
|
—
|
|
|
642
|
|
||||
Capital gains incentive fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net increase in net assets resulting from operations
|
$
|
111,678
|
|
|
|
|
|
|
|
|
$
|
111,678
|
|
|
(1)
|
For the year ended
December 31, 2016
, we incurred total incentive fees of
$22.0 million
, none of which was related to the capital gains incentive fee accrual on a hypothetical liquidation basis.
|
(2)
|
Includes income from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
(3)
|
Includes expense waivers and reimbursements of
$0.7 million
and management fee waivers of
$4.8 million
.
|
(4)
|
Includes net realized gains (losses) on investments and net change in unrealized appreciation (depreciation) of investments from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
$
|
161,899
|
|
|
$
|
149,800
|
|
|
$
|
147,425
|
|
Total dividend income
|
53,824
|
|
|
37,250
|
|
|
11,200
|
|
|||
Other income
|
15,742
|
|
|
10,756
|
|
|
9,459
|
|
|||
Total investment income
|
$
|
231,465
|
|
|
$
|
197,806
|
|
|
$
|
168,084
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Management fee
|
$
|
38,530
|
|
|
$
|
32,694
|
|
|
$
|
27,551
|
|
Less: management fee waiver
|
(6,709
|
)
|
|
(5,642
|
)
|
|
(4,824
|
)
|
|||
Total management fee
|
31,821
|
|
|
27,052
|
|
|
22,727
|
|
|||
Incentive fee
|
26,508
|
|
|
25,101
|
|
|
22,011
|
|
|||
Less: incentive fee waiver
|
—
|
|
|
(1,800
|
)
|
|
—
|
|
|||
Total incentive fee
|
26,508
|
|
|
23,301
|
|
|
22,011
|
|
|||
Interest and other financing expenses
|
57,050
|
|
|
37,094
|
|
|
28,452
|
|
|||
Professional fees
|
4,497
|
|
|
3,658
|
|
|
3,087
|
|
|||
Administrative fees
|
3,629
|
|
|
2,779
|
|
|
2,683
|
|
|||
Other general and administrative expenses
|
1,913
|
|
|
1,636
|
|
|
1,589
|
|
|||
Total expenses
|
125,418
|
|
|
95,520
|
|
|
80,549
|
|
|||
Less: expenses waived and reimbursed
|
(276
|
)
|
|
(474
|
)
|
|
(725
|
)
|
|||
Net expenses before income taxes
|
125,142
|
|
|
95,046
|
|
|
79,824
|
|
|||
Income tax expense
|
291
|
|
|
556
|
|
|
152
|
|
|||
Net expenses after income taxes
|
$
|
125,433
|
|
|
$
|
95,602
|
|
|
$
|
79,976
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net realized losses on investments
|
$
|
(9,657
|
)
|
|
$
|
(39,734
|
)
|
|
$
|
(16,717
|
)
|
Net change in unrealized (depreciation) appreciation of investments
|
(22,206
|
)
|
|
50,794
|
|
|
40,131
|
|
|||
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell
|
(1,704
|
)
|
|
(4,006
|
)
|
|
(486
|
)
|
|||
(Provision) benefit for taxes
|
(112
|
)
|
|
140
|
|
|
642
|
|
|||
Net realized and unrealized (losses) gains
|
$
|
(33,679
|
)
|
|
$
|
7,194
|
|
|
$
|
23,570
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
16.1
|
|
|
$
|
11.6
|
|
|
$
|
9.5
|
|
Non-usage fee
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
$
|
0.8
|
|
Amortization of financing costs
|
$
|
2.5
|
|
|
$
|
1.8
|
|
|
$
|
1.6
|
|
Weighted average interest rate
|
4.2
|
%
|
|
3.3
|
%
|
|
2.8
|
%
|
|||
Effective interest rate
|
5.0
|
%
|
|
4.1
|
%
|
|
3.5
|
%
|
|||
Average debt outstanding
|
$
|
384.4
|
|
|
$
|
345.2
|
|
|
$
|
341.1
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
5.4
|
|
|
$
|
2.0
|
|
|
$
|
2.0
|
|
Non-usage fee
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
Amortization of financing costs
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Weighted average interest rate
|
4.6
|
%
|
|
3.6
|
%
|
|
3.0
|
%
|
|||
Effective interest rate
|
5.1
|
%
|
|
4.8
|
%
|
|
3.8
|
%
|
|||
Average debt outstanding
|
$
|
117.7
|
|
|
$
|
54.9
|
|
|
$
|
66.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2018(1)
|
|
2017(2)
|
|
2016(2)
|
||||||
Interest expense
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-usage fee
|
$
|
—
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of financing costs
|
$
|
—
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average interest rate
|
5.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Effective interest rate
|
6.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average debt outstanding
|
$
|
49.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
For the year ended December 31, 2018, amounts reported relate to the period from December 14, 2018 (commencement of the DB Credit Facility) to December 31, 2018.
|
(2)
|
Not applicable as the DB Credit Facility commenced on December 14, 2018.
|
(3)
|
For the year ended
December 31, 2018
, non-usage fees and amortization of financing costs were less than $50 thousand.
|
|
2014 Convertible Notes
|
|
2018 Convertible Notes
|
||||
Initial conversion premium
|
12.5
|
%
|
|
10.0
|
%
|
||
Initial conversion rate(1)
|
62.7746
|
|
|
65.8762
|
|
||
Initial conversion price
|
$
|
15.93
|
|
|
$
|
15.18
|
|
Conversion premium at December 31, 2018
|
11.7
|
%
|
|
10.0
|
%
|
||
Conversion rate at December 31, 2018(1)(2)
|
63.2794
|
|
|
65.8762
|
|
||
Conversion price at December 31, 2018(2)(3)
|
$
|
15.80
|
|
|
$
|
15.18
|
|
Last conversion price calculation date
|
June 3, 2018
|
|
|
August 20, 2018
|
|
|
(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
December 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.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018(1)
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
10.2
|
|
|
$
|
7.8
|
|
|
$
|
6.3
|
|
Amortization of financing costs
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
0.9
|
|
Amortization of premium(2)
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
Weighted average interest rate
|
5.2
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|||
Effective interest rate
|
5.7
|
%
|
|
5.7
|
%
|
|
5.7
|
%
|
|||
Average debt outstanding
|
$
|
197.1
|
|
|
$
|
155.3
|
|
|
$
|
125.2
|
|
|
(1)
|
For the year ended December 31, 2018, amounts reported include interest and amortization of financing costs related to the 2018 Convertible Notes for the period from August 20, 2018 (issuance of the 2018 Convertible Notes) to December 31, 2018.
|
(2)
|
For the year ended December 31, 2016, the total amortization of premium was less than $50 thousand.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018(1)
|
|
2017(2)
|
|
2016(3)
|
||||||
Interest expense
|
$
|
13.5
|
|
|
$
|
6.1
|
|
|
$
|
2.3
|
|
Amortization of financing costs
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
Weighted average interest rate
|
5.1
|
%
|
|
5.2
|
%
|
|
5.3
|
%
|
|||
Effective interest rate
|
5.4
|
%
|
|
5.6
|
%
|
|
5.8
|
%
|
|||
Average debt outstanding
|
$
|
266.3
|
|
|
$
|
117.9
|
|
|
$
|
65.5
|
|
|
(1)
|
For the year ended
December 31, 2018
, amounts reported include interest and amortization of financing costs related to the 2018A Unsecured Notes for the period from January 30, 2018 (issuance of the 2018A Unsecured Notes) to
December 31, 2018
, the 2018B Unsecured Notes for the period from July 5, 2018 (issuance of the 2018B Unsecured Notes) to
December 31, 2018
and the 5.75% Unsecured Notes for the period from September 25, 2018 (issuance of the 5.75% Unsecured Notes) to
December 31, 2018
.
|
(2)
|
For the year ended
December 31, 2017
, amounts reported include interest and amortization of financing costs related to the 2017A Unsecured Notes for the period from June 30, 2017 (issuance of the 2017A Unsecured Notes) to
December 31, 2018
.
|
(3)
|
For the year ended
December 31, 2016
amounts reported include interest and amortization of financing costs for the period from May 6, 2016 (issuance of the 2016 Unsecured Notes) to
December 31, 2016
.
|
|
(1)
|
SBA-guaranteed debentures are held in SBIC I.
|
(2)
|
SBA-guaranteed debentures are held in SBIC II.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
5.1
|
|
|
$
|
4.2
|
|
|
$
|
3.8
|
|
Amortization of financing costs
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Weighted average interest rate
|
3.2
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|||
Effective interest rate
|
3.6
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|||
Average debt outstanding
|
$
|
158.5
|
|
|
$
|
132.6
|
|
|
$
|
119.8
|
|
|
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)
|
$
|
512.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
512.6
|
|
|
$
|
—
|
|
Convertible Notes(2)
|
270.3
|
|
|
155.3
|
|
|
—
|
|
|
115.0
|
|
|
—
|
|
|||||
SBA-guaranteed debentures(3)
|
165.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165.0
|
|
|||||
Unsecured Notes(4)
|
336.8
|
|
|
—
|
|
|
90.0
|
|
|
246.8
|
|
|
—
|
|
|||||
NMFC Credit Facility(5)
|
60.0
|
|
|
—
|
|
|
—
|
|
|
60.0
|
|
|
—
|
|
|||||
DB Credit Facility(6)
|
57.0
|
|
|
—
|
|
|
—
|
|
|
57.0
|
|
|
—
|
|
|||||
Total Contractual Obligations
|
$
|
1,401.7
|
|
|
$
|
155.3
|
|
|
$
|
90.0
|
|
|
$
|
991.4
|
|
|
$
|
165.0
|
|
|
(1)
|
Under the terms of the
$615.0 million
Holdings Credit Facility, all outstanding borrowings under that facility (
$512.6 million
as of
December 31, 2018
) must be repaid on or before October 24, 2022. As of
December 31, 2018
, there was approximately
$102.4 million
of possible capacity remaining under the Holdings Credit Facility.
|
(2)
|
$155.3 million of the 2014 Convertible Notes will mature on June 15, 2019 unless earlier converted or repurchased at the holder’s option and the $115.0 million of the 2018 Convertible Notes will mature on August 15, 2023 unless earlier converted or repurchased at the holder's option or redeemed by us.
|
(3)
|
Our SBA-guaranteed debentures will begin to mature on March 1, 2025.
|
(4)
|
$90.0 million of the 2016 Unsecured Notes will mature on May 15, 2021 unless earlier repurchased, $55.0 million of the 2017A Unsecured Notes will mature on July 15, 2022 unless earlier repurchased, $90.0 million of the 2018A Unsecured Notes will mature on January 30, 2023 unless earlier repurchased and $50.0 million of the 2018B Unsecured Notes will mature on June 28, 2023 unless earlier repurchased. $51.8 million of the 5.75% Unsecured Notes will mature on October 1, 2023 unless earlier repurchased.
|
(5)
|
Under the terms of the
$135.0 million
NMFC Credit Facility, all outstanding borrowings under that facility (
$60.0 million
as of
December 31, 2018
) must be repaid on or before June 4, 2022. As of
December 31, 2018
, there was approximately
$75.0 million
of possible capacity remaining under the NMFC Credit Facility.
|
(6)
|
Under the terms of the
$100.0 million
DB Credit Facility, all outstanding borrowings under that facility (
$57.0 million
as of
December 31, 2018
) must be repaid on or before December 14, 2023. As of
December 31, 2018
, there was approximately
$43.0 million
of possible capacity remaining under the DB Credit Facility.
|
Fiscal Year Ended
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Per Share Amount
|
||
December 31, 2018
|
|
|
|
|
|
|
|
||
Fourth Quarter
|
November 1, 2018
|
|
December 14, 2018
|
|
December 28, 2018
|
|
$
|
0.34
|
|
Third Quarter
|
August 1, 2018
|
|
September 14, 2018
|
|
September 28, 2018
|
|
0.34
|
|
|
Second Quarter
|
May 2, 2018
|
|
June 15, 2018
|
|
June 29, 2018
|
|
0.34
|
|
|
First Quarter
|
February 21, 2018
|
|
March 15, 2018
|
|
March 29, 2018
|
|
0.34
|
|
|
|
|
|
|
|
|
|
$
|
1.36
|
|
|
|
|
|
|
|
|
|
||
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
|
|
•
|
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
|
•
|
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".
|
Change in Interest Rates
|
Estimated Percentage
Change in Interest
Income Net of
Interest Expense
(unaudited)
|
|
|
–25 Basis Points
|
(2.45
|
)%
|
(1)
|
Base Interest Rate
|
—
|
%
|
|
+100 Basis Points
|
9.81
|
%
|
|
+200 Basis Points
|
19.62
|
%
|
|
+300 Basis Points
|
29.43
|
%
|
|
|
(1)
|
Limited to the lesser of the
December 31, 2018
LIBOR rates or a decrease of 25 basis points.
|
|
PAGE
|
AUDITED FINANCIAL STATEMENTS
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
|
||
Investments at fair value
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments (cost of $1,868,785 and $1,438,889, respectively)
|
$
|
1,861,323
|
|
|
$
|
1,462,182
|
|
Non-controlled/affiliated investments (cost of $78,438 and $180,380, respectively)
|
77,493
|
|
|
178,076
|
|
||
Controlled investments (cost of $382,503 and $171,958, respectively)
|
403,137
|
|
|
185,402
|
|
||
Total investments at fair value (cost of $2,329,726 and $1,791,227, respectively)
|
2,341,953
|
|
|
1,825,660
|
|
||
Securities purchased under collateralized agreements to resell (cost of $30,000 and $30,000, respectively)
|
23,508
|
|
|
25,212
|
|
||
Cash and cash equivalents
|
49,664
|
|
|
34,936
|
|
||
Interest and dividend receivable
|
30,081
|
|
|
31,844
|
|
||
Receivable from affiliates
|
288
|
|
|
343
|
|
||
Other assets
|
3,172
|
|
|
10,023
|
|
||
Total assets
|
$
|
2,448,666
|
|
|
$
|
1,928,018
|
|
Liabilities
|
|
|
|
|
|
||
Borrowings
|
|
|
|
||||
Holdings Credit Facility
|
$
|
512,563
|
|
|
$
|
312,363
|
|
Unsecured Notes
|
336,750
|
|
|
145,000
|
|
||
Convertible Notes
|
270,301
|
|
|
155,412
|
|
||
SBA-guaranteed debentures
|
165,000
|
|
|
150,000
|
|
||
NMFC Credit Facility
|
60,000
|
|
|
122,500
|
|
||
DB Credit Facility
|
57,000
|
|
|
—
|
|
||
Deferred financing costs (net of accumulated amortization of $22,234 and $16,578, respectively)
|
(17,515
|
)
|
|
(15,777
|
)
|
||
Net borrowings
|
1,384,099
|
|
|
869,498
|
|
||
Payable for unsettled securities purchased
|
20,147
|
|
|
—
|
|
||
Interest payable
|
12,397
|
|
|
5,107
|
|
||
Management fee payable
|
8,392
|
|
|
7,065
|
|
||
Incentive fee payable
|
6,864
|
|
|
6,671
|
|
||
Payable to affiliates
|
1,021
|
|
|
863
|
|
||
Deferred tax liability
|
1,006
|
|
|
894
|
|
||
Other liabilities
|
8,471
|
|
|
2,945
|
|
||
Total liabilities
|
1,442,397
|
|
|
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, 76,106,372 and 75,935,093 shares issued and outstanding, respectively
|
761
|
|
|
759
|
|
||
Paid in capital in excess of par
|
1,035,629
|
|
|
1,053,468
|
|
||
Accumulated overdistributed earnings
|
(30,121
|
)
|
|
(19,252
|
)
|
||
Total net assets
|
$
|
1,006,269
|
|
|
$
|
1,034,975
|
|
Total liabilities and net assets
|
$
|
2,448,666
|
|
|
$
|
1,928,018
|
|
Number of shares outstanding
|
76,106,372
|
|
|
75,935,093
|
|
||
Net asset value per share
|
$
|
13.22
|
|
|
$
|
13.63
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Investment income
|
|
|
|
|
|
|
|
|
|||
From non-controlled/non-affiliated investments:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
$
|
153,645
|
|
|
$
|
145,283
|
|
|
$
|
140,983
|
|
Dividend income
|
486
|
|
|
159
|
|
|
220
|
|
|||
Non-cash dividend income
|
5,912
|
|
|
811
|
|
|
—
|
|
|||
Other income
|
12,174
|
|
|
8,751
|
|
|
7,708
|
|
|||
From non-controlled/affiliated investments:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
2,028
|
|
|
2,808
|
|
|
4,538
|
|
|||
Dividend income
|
6,714
|
|
|
3,498
|
|
|
3,728
|
|
|||
Non-cash dividend income
|
12,333
|
|
|
12,627
|
|
|
156
|
|
|||
Other income
|
1,832
|
|
|
1,186
|
|
|
1,193
|
|
|||
From controlled investments:
|
|
|
|
|
|
|
|
|
|||
Interest income
|
6,226
|
|
|
1,709
|
|
|
1,904
|
|
|||
Dividend income
|
21,731
|
|
|
15,740
|
|
|
4,073
|
|
|||
Non-cash dividend income
|
6,648
|
|
|
4,415
|
|
|
3,023
|
|
|||
Other income
|
1,736
|
|
|
819
|
|
|
558
|
|
|||
Total investment income
|
231,465
|
|
|
197,806
|
|
|
168,084
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|||
Incentive fee
|
26,508
|
|
|
25,101
|
|
|
22,011
|
|
|||
Management fee
|
38,530
|
|
|
32,694
|
|
|
27,551
|
|
|||
Interest and other financing expenses
|
57,050
|
|
|
37,094
|
|
|
28,452
|
|
|||
Professional fees
|
4,497
|
|
|
3,658
|
|
|
3,087
|
|
|||
Administrative expenses
|
3,629
|
|
|
2,779
|
|
|
2,683
|
|
|||
Other general and administrative expenses
|
1,913
|
|
|
1,636
|
|
|
1,589
|
|
|||
Total expenses
|
132,127
|
|
|
102,962
|
|
|
85,373
|
|
|||
Less: management and incentive fees waived (see Note 5)
|
(6,709
|
)
|
|
(7,442
|
)
|
|
(4,824
|
)
|
|||
Less: expenses waived and reimbursed (see Note 5)
|
(276
|
)
|
|
(474
|
)
|
|
(725
|
)
|
|||
Net expenses
|
125,142
|
|
|
95,046
|
|
|
79,824
|
|
|||
Net investment income before income taxes
|
106,323
|
|
|
102,760
|
|
|
88,260
|
|
|||
Income tax expense
|
291
|
|
|
556
|
|
|
152
|
|
|||
Net investment income
|
106,032
|
|
|
102,204
|
|
|
88,108
|
|
|||
Net realized (losses) gains:
|
|
|
|
|
|
|
|
|
|||
Non-controlled/non-affiliated investments
|
(18,047
|
)
|
|
(39,734
|
)
|
|
(16,717
|
)
|
|||
Non-controlled/affiliated investments
|
8,387
|
|
|
—
|
|
|
—
|
|
|||
Controlled investments
|
3
|
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized appreciation (depreciation):
|
|
|
|
|
|
|
|
|
|||
Non-controlled/non-affiliated investments
|
(30,758
|
)
|
|
56,340
|
|
|
30,742
|
|
|||
Non-controlled/affiliated investments
|
(2,344
|
)
|
|
(4,748
|
)
|
|
1,315
|
|
|||
Controlled investments
|
10,896
|
|
|
(798
|
)
|
|
8,074
|
|
|||
Securities purchased under collateralized agreements to resell
|
(1,704
|
)
|
|
(4,006
|
)
|
|
(486
|
)
|
|||
(Provision) benefit for taxes
|
(112
|
)
|
|
140
|
|
|
642
|
|
|||
Net realized and unrealized (losses) gains
|
(33,679
|
)
|
|
7,194
|
|
|
23,570
|
|
|||
Net increase in net assets resulting from operations
|
$
|
72,353
|
|
|
$
|
109,398
|
|
|
$
|
111,678
|
|
Basic earnings per share
|
$
|
0.95
|
|
|
$
|
1.47
|
|
|
$
|
1.72
|
|
Weighted average shares of common stock outstanding—basic (See Note 12)
|
76,022,375
|
|
|
74,171,268
|
|
|
64,918,191
|
|
|||
Diluted earnings per share
|
$
|
0.91
|
|
|
$
|
1.38
|
|
|
$
|
1.60
|
|
Weighted average shares of common stock outstanding—diluted (See Note 12)
|
88,627,741
|
|
|
83,995,395
|
|
|
72,863,387
|
|
|||
Distributions declared and paid per share
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Increase (decrease) in net assets resulting from operations:
|
|
|
|
|
|
|
|
||||
Net investment income
|
$
|
106,032
|
|
|
$
|
102,204
|
|
|
$
|
88,108
|
|
Net realized losses on investments
|
(9,657
|
)
|
|
(39,734
|
)
|
|
(16,717
|
)
|
|||
Net change in unrealized (depreciation) appreciation of investments
|
(22,206
|
)
|
|
50,794
|
|
|
40,131
|
|
|||
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell
|
(1,704
|
)
|
|
(4,006
|
)
|
|
(486
|
)
|
|||
(Provision) benefit for taxes
|
(112
|
)
|
|
140
|
|
|
642
|
|
|||
Net increase in net assets resulting from operations
|
72,353
|
|
|
109,398
|
|
|
111,678
|
|
|||
Capital transactions
|
|
|
|
|
|
|
|
|
|||
Net proceeds from shares sold
|
—
|
|
|
81,478
|
|
|
79,063
|
|
|||
Deferred offering costs
|
—
|
|
|
(172
|
)
|
|
(328
|
)
|
|||
Other
|
—
|
|
|
(81
|
)
|
|
—
|
|
|||
Distributions declared to stockholders from net investment income
|
(103,388
|
)
|
|
(100,905
|
)
|
|
(88,764
|
)
|
|||
Reinvestment of distributions
|
2,329
|
|
|
6,695
|
|
|
2,953
|
|
|||
Repurchase of shares under repurchase program
|
—
|
|
|
—
|
|
|
(2,948
|
)
|
|||
Total net decrease in net assets resulting from capital transactions
|
(101,059
|
)
|
|
(12,985
|
)
|
|
(10,024
|
)
|
|||
Net (decrease) increase in net assets
|
(28,706
|
)
|
|
96,413
|
|
|
101,654
|
|
|||
Net assets at the beginning of the period
|
1,034,975
|
|
|
938,562
|
|
|
836,908
|
|
|||
Net assets at the end of the period
|
$
|
1,006,269
|
|
|
$
|
1,034,975
|
|
|
$
|
938,562
|
|
|
|
|
|
|
|
||||||
Capital share activity
|
|
|
|
|
|
||||||
Shares sold
|
—
|
|
|
5,750,000
|
|
|
5,750,000
|
|
|||
Shares issued from reinvestment of distributions
|
171,279
|
|
|
429,706
|
|
|
—
|
|
|||
Shares reissued from repurchase program in connection with reinvestment of distributions
|
—
|
|
|
37,573
|
|
|
210,926
|
|
|||
Shares repurchased under repurchase program
|
—
|
|
|
—
|
|
|
(248,499
|
)
|
|||
Net increase in shares outstanding
|
171,279
|
|
|
6,217,279
|
|
|
5,712,427
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|||
Net increase in net assets resulting from operations
|
$
|
72,353
|
|
|
$
|
109,398
|
|
|
$
|
111,678
|
|
Adjustments to reconcile net (increase) decrease in net assets resulting from operations to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Net realized losses on investments
|
9,657
|
|
|
39,734
|
|
|
16,717
|
|
|||
Net change in unrealized depreciation (appreciation) of investments
|
22,206
|
|
|
(50,794
|
)
|
|
(40,131
|
)
|
|||
Net change in unrealized depreciation of securities purchased under collateralized agreements to resell
|
1,704
|
|
|
4,006
|
|
|
486
|
|
|||
Amortization of purchase discount
|
(5,198
|
)
|
|
(9,202
|
)
|
|
(3,096
|
)
|
|||
Amortization of deferred financing costs
|
5,656
|
|
|
4,299
|
|
|
3,457
|
|
|||
Amortization of premium on Convertible Notes
|
(111
|
)
|
|
(111
|
)
|
|
(28
|
)
|
|||
Non-cash investment income
|
(20,336
|
)
|
|
(9,367
|
)
|
|
(7,644
|
)
|
|||
(Increase) decrease in operating assets:
|
|
|
|
|
|
|
|
|
|||
Purchase of investments and delayed draw facilities
|
(1,311,002
|
)
|
|
(1,000,229
|
)
|
|
(557,897
|
)
|
|||
Proceeds from sales and paydowns of investments
|
802,964
|
|
|
767,360
|
|
|
547,078
|
|
|||
Cash received for purchase of undrawn portion of revolving credit
or delayed draw facilities
|
1,074
|
|
|
552
|
|
|
177
|
|
|||
Cash paid for purchase of drawn portion of revolving credit facilities
|
(11,631
|
)
|
|
—
|
|
|
(348
|
)
|
|||
Cash paid for drawn revolvers
|
(28,633
|
)
|
|
(24,615
|
)
|
|
(11,651
|
)
|
|||
Cash repayments on drawn revolvers
|
24,606
|
|
|
19,718
|
|
|
10,202
|
|
|||
Interest and dividend receivable
|
1,763
|
|
|
(14,011
|
)
|
|
(4,001
|
)
|
|||
Receivable from affiliates
|
55
|
|
|
3
|
|
|
14
|
|
|||
Receivable from unsettled securities sold
|
—
|
|
|
990
|
|
|
(990
|
)
|
|||
Other assets
|
6,043
|
|
|
(6,523
|
)
|
|
(1,080
|
)
|
|||
Increase (decrease) in operating liabilities:
|
|
|
|
|
|
|
|
|
|||
Payable for unsettled securities purchased
|
20,147
|
|
|
(2,740
|
)
|
|
(2,701
|
)
|
|||
Interest payable
|
7,290
|
|
|
1,935
|
|
|
829
|
|
|||
Management fee payable
|
1,327
|
|
|
1,213
|
|
|
386
|
|
|||
Incentive fee payable
|
193
|
|
|
926
|
|
|
123
|
|
|||
Payable to affiliates
|
158
|
|
|
727
|
|
|
(428
|
)
|
|||
Deferred tax liability (benefit)
|
112
|
|
|
(140
|
)
|
|
(642
|
)
|
|||
Other liabilities
|
6,114
|
|
|
558
|
|
|
(2
|
)
|
|||
Net cash flows (used in) provided by operating activities
|
(393,489
|
)
|
|
(166,313
|
)
|
|
60,508
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|||
Net proceeds from shares sold
|
—
|
|
|
81,478
|
|
|
79,063
|
|
|||
Distributions paid
|
(101,059
|
)
|
|
(94,210
|
)
|
|
(85,811
|
)
|
|||
Offering costs paid
|
—
|
|
|
(441
|
)
|
|
(261
|
)
|
|||
Proceeds from Holdings Credit Facility
|
466,800
|
|
|
505,450
|
|
|
177,600
|
|
|||
Repayment of Holdings Credit Facility
|
(266,600
|
)
|
|
(526,600
|
)
|
|
(263,400
|
)
|
|||
Proceeds from Unsecured Notes
|
191,750
|
|
|
55,000
|
|
|
90,000
|
|
|||
Proceeds from Convertible Notes
|
115,000
|
|
|
—
|
|
|
40,552
|
|
|||
Proceeds from SBA-guaranteed debentures
|
15,000
|
|
|
28,255
|
|
|
4,000
|
|
|||
Proceeds from NMFC Credit Facility
|
255,000
|
|
|
354,600
|
|
|
166,500
|
|
|||
Repayment of NMFC Credit Facility
|
(317,500
|
)
|
|
(242,100
|
)
|
|
(246,500
|
)
|
|||
Proceeds from DB Credit Facility
|
60,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of DB Credit Facility
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from NMNLC Credit Facility
|
21,617
|
|
|
—
|
|
|
—
|
|
|||
Repayment of NMNLC Credit Facility
|
(21,617
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred financing costs paid
|
(7,174
|
)
|
|
(6,030
|
)
|
|
(3,477
|
)
|
|||
Repurchase of shares under repurchase program
|
—
|
|
|
—
|
|
|
(2,948
|
)
|
|||
Other
|
—
|
|
|
(81
|
)
|
|
—
|
|
|||
Net cash flows provided by (used in) financing activities
|
408,217
|
|
|
155,321
|
|
|
(44,682
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
14,728
|
|
|
(10,992
|
)
|
|
15,826
|
|
|||
Cash and cash equivalents at the beginning of the period
|
34,936
|
|
|
45,928
|
|
|
30,102
|
|
|||
Cash and cash equivalents at the end of the period
|
$
|
49,664
|
|
|
$
|
34,936
|
|
|
$
|
45,928
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash interest paid
|
$
|
43,118
|
|
|
$
|
29,658
|
|
|
$
|
23,768
|
|
Income taxes paid
|
521
|
|
|
414
|
|
|
85
|
|
|||
Non-cash operating activities:
|
|
|
|
|
|
||||||
Non-cash activity on investments
|
$
|
16,622
|
|
|
$
|
12,858
|
|
|
$
|
7,186
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
|
|
|||
Value of shares issued in connection with reinvestment of distributions
|
$
|
2,329
|
|
|
$
|
6,135
|
|
|
$
|
—
|
|
Value of shares reissued from repurchase program in connection with reinvestment of distributions
|
—
|
|
|
560
|
|
|
2,953
|
|
|||
Accrual for offering costs
|
272
|
|
|
944
|
|
|
598
|
|
|||
Accrual for deferred financing costs
|
186
|
|
|
103
|
|
|
99
|
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
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 - Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dentalcorp Perfect Smile ULC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)
|
|
10.02% (L + 7.50%/M)
|
|
6/1/2018
|
|
6/8/2026
|
|
$
|
12,130
|
|
|
$
|
12,032
|
|
|
$
|
11,948
|
|
|
|
|
|
|
Second lien (8)
|
|
10.02% (L + 7.50%/M)
|
|
6/1/2018
|
|
6/8/2026
|
|
7,500
|
|
|
7,439
|
|
|
7,388
|
|
|
|
||||
|
|
Second lien (3)(10) - Drawn
|
|
10.02% (L + 7.50%/M)
|
|
6/1/2018
|
|
6/8/2026
|
|
2,797
|
|
|
2,772
|
|
|
2,754
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
22,427
|
|
|
22,243
|
|
|
22,090
|
|
|
2.20
|
%
|
|||
Total Funded Debt Investments - Canada
|
|
|
|
|
|
|
|
|
|
$
|
22,427
|
|
|
$
|
22,243
|
|
|
$
|
22,090
|
|
|
2.20
|
%
|
Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shine Acquisition Co. S.à.r.l / Boing US Holdco Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
Second lien (2)
|
|
10.09% (L + 7.50%/Q)
|
|
9/25/2017
|
|
10/3/2025
|
|
$
|
37,853
|
|
|
$
|
37,648
|
|
|
$
|
36,150
|
|
|
|
|
|
|
Second lien (8)
|
|
10.09% (L + 7.50%/Q)
|
|
9/25/2017
|
|
10/3/2025
|
|
6,000
|
|
|
5,968
|
|
|
5,730
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
43,853
|
|
|
43,616
|
|
|
41,880
|
|
|
4.16
|
%
|
|||
Air Newco LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
7.14% (L + 4.75%/M)
|
|
5/25/2018
|
|
5/31/2024
|
|
20,125
|
|
|
20,079
|
|
|
19,987
|
|
|
1.99
|
%
|
|||
Total Funded Debt Investments - United Kingdom
|
|
|
|
|
|
|
|
|
|
$
|
63,978
|
|
|
$
|
63,695
|
|
|
$
|
61,867
|
|
|
6.15
|
%
|
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Benevis Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(9)
|
|
8.86% (L + 6.32%/Q)
|
|
3/15/2018
|
|
3/15/2024
|
|
$
|
63,370
|
|
|
$
|
63,370
|
|
|
$
|
62,261
|
|
|
|
|
|
|
First lien (8)(9)
|
|
8.86% (L + 6.32%/Q)
|
|
3/15/2018
|
|
3/15/2024
|
|
8,578
|
|
|
8,578
|
|
|
8,428
|
|
|
|
||||
|
|
First lien (3)(9)
|
|
8.86% (L + 6.32%/Q)
|
|
3/15/2018
|
|
3/15/2024
|
|
6,970
|
|
|
6,970
|
|
|
6,848
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
78,918
|
|
|
78,918
|
|
|
77,537
|
|
|
7.71
|
%
|
|||
Integro Parent Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
8.48% (L + 5.75%/Q)
|
|
10/9/2015
|
|
10/31/2022
|
|
51,245
|
|
|
50,952
|
|
|
51,245
|
|
|
|
||||
|
|
Second lien (8)(9)
|
|
11.97% (L + 9.25%/Q)
|
|
10/9/2015
|
|
10/30/2023
|
|
10,000
|
|
|
9,930
|
|
|
10,000
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
7.23% (L + 4.50%/Q)
|
|
6/8/2018
|
|
10/30/2021
|
|
2,057
|
|
|
2,046
|
|
|
2,057
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
63,302
|
|
|
62,928
|
|
|
63,302
|
|
|
6.29
|
%
|
|||
Kronos Incorporated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.79% (L + 8.25%/Q)
|
|
10/26/2012
|
|
11/1/2024
|
|
36,000
|
|
|
35,560
|
|
|
35,657
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.79% (L + 8.25%/Q)
|
|
10/26/2012
|
|
11/1/2024
|
|
21,147
|
|
|
21,145
|
|
|
20,945
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
57,147
|
|
|
56,705
|
|
|
56,602
|
|
|
5.62
|
%
|
|||
CentralSquare Technologies, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (3)
|
|
10.02% (L + 7.50%/M)
|
|
8/15/2018
|
|
8/31/2026
|
|
47,838
|
|
|
47,241
|
|
|
47,838
|
|
|
|
||||
|
|
Second lien (8)
|
|
10.02% (L + 7.50%/M)
|
|
8/15/2018
|
|
8/31/2026
|
|
7,500
|
|
|
7,406
|
|
|
7,500
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
55,338
|
|
|
54,647
|
|
|
55,338
|
|
|
5.50
|
%
|
|||
Dealer Tire, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (2)
|
|
8.02% (L + 5.50%/M)
|
|
12/4/2018
|
|
12/12/2025
|
|
53,784
|
|
|
52,444
|
|
|
51,296
|
|
|
5.10
|
%
|
|||
PhyNet Dermatology LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(9)
|
|
8.02% (L + 5.50%/M)
|
|
9/17/2018
|
|
8/16/2024
|
|
50,879
|
|
|
50,391
|
|
|
50,371
|
|
|
5.01
|
%
|
|||
NM GRC Holdco, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
8.80% (L + 6.00%/Q)
|
|
2/9/2018
|
|
2/9/2024
|
|
38,735
|
|
|
38,565
|
|
|
38,542
|
|
|
|
||||
|
|
First lien (2)(9)(10) - Drawn
|
|
8.80% (L + 6.00%/Q)
|
|
2/9/2018
|
|
2/9/2024
|
|
10,766
|
|
|
10,715
|
|
|
10,739
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
49,501
|
|
|
49,280
|
|
|
49,281
|
|
|
4.90
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Nomad Buyer, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
7.38% (L + 5.00%/M)
|
|
8/3/2018
|
|
8/1/2025
|
|
$
|
48,953
|
|
|
$
|
47,538
|
|
|
$
|
46,383
|
|
|
4.61
|
%
|
Brave Parent Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (5)
|
|
10.02% (L + 7.50%/M)
|
|
4/17/2018
|
|
4/17/2026
|
|
22,500
|
|
|
22,394
|
|
|
22,416
|
|
|
|
||||
|
|
Second lien (2)
|
|
10.02% (L + 7.50%/M)
|
|
7/18/2018
|
|
4/17/2026
|
|
16,624
|
|
|
16,464
|
|
|
16,562
|
|
|
|
||||
|
|
Second lien (8)
|
|
10.02% (L + 7.50%/M)
|
|
7/18/2018
|
|
4/17/2026
|
|
6,000
|
|
|
5,942
|
|
|
5,978
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
45,124
|
|
|
44,800
|
|
|
44,956
|
|
|
4.47
|
%
|
|||
Associations, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (2)(9)
|
|
9.40% (L + 4.00% + 3.00% PIK/Q)*
|
|
7/30/2018
|
|
7/30/2024
|
|
40,855
|
|
|
40,613
|
|
|
40,599
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
9.40% (L + 4.00% + 3.00% PIK/Q)*
|
|
7/30/2018
|
|
7/30/2024
|
|
3,625
|
|
|
3,603
|
|
|
3,602
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
44,480
|
|
|
44,216
|
|
|
44,201
|
|
|
4.39
|
%
|
|||
Quest Software US Holdings Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.78% (L + 8.25%/Q)
|
|
5/17/2018
|
|
5/18/2026
|
|
43,697
|
|
|
43,281
|
|
|
43,224
|
|
|
4.30
|
%
|
|||
Tenawa Resource Holdings LLC (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tenawa Resource Management LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (3)(9)
|
|
10.90% (Base + 8.50%/Q)
|
|
5/12/2014
|
|
10/30/2024
|
|
39,500
|
|
|
39,442
|
|
|
39,500
|
|
|
3.93
|
%
|
|||
Frontline Technologies Group Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (4)(9)
|
|
9.02% (L + 6.50%/M)
|
|
9/18/2017
|
|
9/18/2023
|
|
22,387
|
|
|
22,248
|
|
|
22,387
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
9.02% (L + 6.50%/M)
|
|
9/18/2017
|
|
9/18/2023
|
|
16,582
|
|
|
16,480
|
|
|
16,582
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
38,969
|
|
|
38,728
|
|
|
38,969
|
|
|
3.87
|
%
|
|||
Salient CRGT Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
8.27% (L + 5.75%/M)
|
|
1/6/2015
|
|
2/28/2022
|
|
38,275
|
|
|
37,928
|
|
|
37,701
|
|
|
3.75
|
%
|
|||
Trader Interactive, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
9.02% (L + 6.50%/M)
|
|
6/15/2017
|
|
6/17/2024
|
|
37,259
|
|
|
37,044
|
|
|
37,259
|
|
|
3.70
|
%
|
|||
Peraton Holding Corp. (fka MHVC Acquisition Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (2)
|
|
8.06% (L + 5.25%/Q)
|
|
4/25/2017
|
|
4/29/2024
|
|
37,285
|
|
|
37,134
|
|
|
36,353
|
|
|
3.61
|
%
|
|||
TDG Group Holding Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (2)(9)
|
|
8.30% (L + 5.50%/Q)
|
|
5/22/2018
|
|
5/31/2024
|
|
30,112
|
|
|
29,974
|
|
|
29,962
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
8.30% (L + 5.50%/Q)
|
|
5/22/2018
|
|
5/31/2024
|
|
3,354
|
|
|
3,338
|
|
|
3,337
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
8.02% (L + 5.50%/M)
|
|
5/22/2018
|
|
5/31/2024
|
|
1,261
|
|
|
1,255
|
|
|
1,255
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
34,727
|
|
|
34,567
|
|
|
34,554
|
|
|
3.43
|
%
|
|||
Geo Parent Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.09% (L + 5.50%/M)
|
|
12/13/2018
|
|
12/19/2025
|
|
33,578
|
|
|
33,410
|
|
|
33,410
|
|
|
3.32
|
%
|
|||
Finalsite Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)(9)
|
|
8.03% (L + 5.50%/Q)
|
|
9/28/2018
|
|
9/25/2024
|
|
22,444
|
|
|
22,281
|
|
|
22,275
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
8.03% (L + 5.50%/Q)
|
|
9/28/2018
|
|
9/25/2024
|
|
11,085
|
|
|
11,005
|
|
|
11,002
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
33,529
|
|
|
33,286
|
|
|
33,277
|
|
|
3.31
|
%
|
|||
Navicure, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (2)
|
|
10.02% (L + 7.50%/M)
|
|
10/23/2017
|
|
10/31/2025
|
|
25,970
|
|
|
25,907
|
|
|
25,580
|
|
|
|
||||
|
|
Second lien (8)
|
|
10.02% (L + 7.50%/M)
|
|
10/23/2017
|
|
10/31/2025
|
|
6,000
|
|
|
5,985
|
|
|
5,910
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
31,970
|
|
|
31,892
|
|
|
31,490
|
|
|
3.13
|
%
|
|||
iCIMS, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (8)(9)
|
|
8.94% (L + 6.50%/M)
|
|
9/12/2018
|
|
9/12/2024
|
|
31,636
|
|
|
31,332
|
|
|
31,320
|
|
|
3.11
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Ansira Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
8.27% (L + 5.75%/M)
|
|
12/19/2016
|
|
12/20/2022
|
|
$
|
28,744
|
|
|
$
|
28,645
|
|
|
$
|
28,615
|
|
|
|
|
|
|
First lien (3)(10) - Drawn
|
|
8.27% (L + 5.75%/M)
|
|
12/19/2016
|
|
12/20/2022
|
|
1,791
|
|
|
1,784
|
|
|
1,782
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
30,535
|
|
|
30,429
|
|
|
30,397
|
|
|
3.02
|
%
|
|||
Keystone Acquisition Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
8.05% (L + 5.25%/Q)
|
|
5/10/2017
|
|
5/1/2024
|
|
24,732
|
|
|
24,597
|
|
|
24,238
|
|
|
|
||||
|
|
Second lien (2)
|
|
12.05% (L + 9.25%/Q)
|
|
5/10/2017
|
|
5/1/2025
|
|
4,500
|
|
|
4,461
|
|
|
4,444
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
29,232
|
|
|
29,058
|
|
|
28,682
|
|
|
2.85
|
%
|
|||
Sovos Brands Intermediate, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Food & Beverage
|
|
First lien (2)
|
|
7.64% (L + 5.00%/M)
|
|
11/16/2018
|
|
11/20/2025
|
|
28,240
|
|
|
28,099
|
|
|
27,957
|
|
|
2.78
|
%
|
|||
EN Engineering, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
7.02% (L + 4.50%/M)
|
|
7/30/2015
|
|
6/30/2021
|
|
23,347
|
|
|
23,226
|
|
|
23,347
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
7.02% (L + 4.50%/M)
|
|
7/30/2015
|
|
6/30/2021
|
|
1,350
|
|
|
1,343
|
|
|
1,350
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
24,697
|
|
|
24,569
|
|
|
24,697
|
|
|
2.45
|
%
|
|||
SW Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)(9)
|
|
11.55% (L + 8.75%/Q)
|
|
6/30/2015
|
|
12/30/2021
|
|
18,161
|
|
|
18,052
|
|
|
18,161
|
|
|
|
||||
|
|
Second lien (3)(9)
|
|
11.55% (L + 8.75%/Q)
|
|
4/16/2018
|
|
12/30/2021
|
|
6,181
|
|
|
6,130
|
|
|
6,181
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
24,342
|
|
|
24,182
|
|
|
24,342
|
|
|
2.42
|
%
|
|||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(9)
|
|
8.05% (L + 5.25%/Q)
|
|
7/2/2015
|
|
7/2/2021
|
|
17,274
|
|
|
17,194
|
|
|
17,274
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
7.98% (L + 5.25%/Q)
|
|
12/20/2017
|
|
7/2/2021
|
|
6,702
|
|
|
6,647
|
|
|
6,702
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
9.75% (P + 4.25%/Q)
|
|
7/2/2015
|
|
7/2/2021
|
|
144
|
|
|
142
|
|
|
144
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
24,120
|
|
|
23,983
|
|
|
24,120
|
|
|
2.40
|
%
|
|||
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)(9)
|
|
7.28% (L + 4.75%/M)
|
|
8/4/2015
|
|
8/4/2022
|
|
17,415
|
|
|
17,314
|
|
|
17,415
|
|
|
|
||||
|
|
First lien (4)(9)
|
|
7.28% (L + 4.75%/M)
|
|
6/16/2017
|
|
8/4/2022
|
|
4,531
|
|
|
4,514
|
|
|
4,531
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
7.28% (L + 4.75%/M)
|
|
9/25/2017
|
|
8/4/2022
|
|
1,149
|
|
|
1,145
|
|
|
1,149
|
|
|
|
||||
|
|
First lien (4)(9)
|
|
7.28% (L + 4.75%/M)
|
|
9/25/2017
|
|
8/4/2022
|
|
506
|
|
|
504
|
|
|
506
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
23,601
|
|
|
23,477
|
|
|
23,601
|
|
|
2.35
|
%
|
|||
CRCI Longhorn Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.64% (L + 7.25%/M)
|
|
8/2/2018
|
|
8/10/2026
|
|
14,349
|
|
|
14,296
|
|
|
14,295
|
|
|
|
||||
|
|
Second lien (8)
|
|
9.64% (L + 7.25%/M)
|
|
8/2/2018
|
|
8/10/2026
|
|
7,500
|
|
|
7,473
|
|
|
7,472
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
21,849
|
|
|
21,769
|
|
|
21,767
|
|
|
2.16
|
%
|
|||
AAC Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(9)
|
|
10.60% (L + 8.25%/M)
|
|
9/30/2015
|
|
9/30/2020
|
|
22,403
|
|
|
22,269
|
|
|
21,578
|
|
|
2.14
|
%
|
|||
Avatar Topco, Inc. (22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
EAB Global, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)
|
|
10.16% (L + 7.50%/Q)
|
|
11/17/2017
|
|
11/17/2025
|
|
13,950
|
|
|
13,762
|
|
|
13,811
|
|
|
|
||||
|
|
Second lien (8)
|
|
10.16% (L + 7.50%/Q)
|
|
11/17/2017
|
|
11/17/2025
|
|
7,500
|
|
|
7,399
|
|
|
7,425
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
21,450
|
|
|
21,161
|
|
|
21,236
|
|
|
2.11
|
%
|
|||
Help/Systems Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (5)
|
|
10.27% (L + 7.75%/M)
|
|
3/23/2018
|
|
3/27/2026
|
|
20,231
|
|
|
20,136
|
|
|
20,029
|
|
|
1.99
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Symplr Software Intermediate Holdings, Inc. (23)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Caliper Software, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Information Technology
|
|
First lien (4)(9)
|
|
8.02% (L + 5.50%/M)
|
|
11/30/2018
|
|
11/28/2025
|
|
$
|
15,000
|
|
|
$
|
14,888
|
|
|
$
|
14,888
|
|
|
|
|
|
|
First lien (2)(9)
|
|
8.02% (L + 5.50%/M)
|
|
11/30/2018
|
|
11/28/2025
|
|
5,171
|
|
|
5,133
|
|
|
5,132
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
20,171
|
|
|
20,021
|
|
|
20,020
|
|
|
1.99
|
%
|
|||
SSH Group Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (2)
|
|
10.77% (L + 8.25%/Q)
|
|
7/26/2018
|
|
7/30/2026
|
|
20,116
|
|
|
20,019
|
|
|
19,960
|
|
|
1.98
|
%
|
|||
DiversiTech Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
Second lien (3)
|
|
10.30% (L + 7.50%/Q)
|
|
5/18/2017
|
|
6/2/2025
|
|
12,000
|
|
|
11,897
|
|
|
11,580
|
|
|
|
||||
|
|
Second lien (8)
|
|
10.30% (L + 7.50%/Q)
|
|
5/18/2017
|
|
6/2/2025
|
|
7,500
|
|
|
7,436
|
|
|
7,238
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
19,500
|
|
|
19,333
|
|
|
18,818
|
|
|
1.87
|
%
|
|||
FR Arsenal Holdings II Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
10.06% (L + 7.25%/Q)
|
|
9/29/2016
|
|
9/8/2022
|
|
18,545
|
|
|
18,404
|
|
|
18,545
|
|
|
1.84
|
%
|
|||
Integral Ad Science, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (8)(9)
|
|
9.78% (L + 6.00% + 1.25% PIK/M)*
|
|
7/19/2018
|
|
7/19/2024
|
|
18,678
|
|
|
18,503
|
|
|
18,491
|
|
|
1.84
|
%
|
|||
The Kleinfelder Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (4)
|
|
7.17% (L + 4.75%/M)
|
|
12/18/2018
|
|
11/29/2024
|
|
17,500
|
|
|
17,413
|
|
|
17,413
|
|
|
1.73
|
%
|
|||
Navex Topco, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
9.53% (L + 7.00%/M)
|
|
8/9/2018
|
|
9/4/2026
|
|
16,807
|
|
|
16,725
|
|
|
16,218
|
|
|
1.61
|
%
|
|||
TIBCO Software Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
11.38%/S
|
|
11/24/2014
|
|
12/1/2021
|
|
15,000
|
|
|
14,776
|
|
|
15,750
|
|
|
1.57
|
%
|
|||
Hill International, Inc.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
8.55% (L + 5.75%/Q)
|
|
6/21/2017
|
|
6/21/2023
|
|
15,563
|
|
|
15,502
|
|
|
15,563
|
|
|
1.55
|
%
|
|||
QC McKissock Investment, LLC (14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
McKissock, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)(9)
|
|
8.55% (L + 5.75%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
6,351
|
|
|
6,330
|
|
|
6,351
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
8.55% (L + 5.75%/Q)
|
|
8/24/2018
|
|
8/5/2021
|
|
3,649
|
|
|
3,616
|
|
|
3,649
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
8.55% (L + 5.75%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
3,028
|
|
|
3,019
|
|
|
3,028
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
8.55% (L + 5.75%/Q)
|
|
8/6/2014
|
|
8/5/2021
|
|
977
|
|
|
974
|
|
|
977
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
8.55% (L + 5.75%/Q)
|
|
8/3/2018
|
|
8/5/2021
|
|
842
|
|
|
835
|
|
|
842
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
8.55% (L + 5.75%/Q)
|
|
5/23/2018
|
|
8/5/2021
|
|
572
|
|
|
564
|
|
|
572
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
15,419
|
|
|
15,338
|
|
|
15,419
|
|
|
1.53
|
%
|
|||
OEConnection LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
10.53% (L + 8.00%/M)
|
|
11/22/2017
|
|
11/22/2025
|
|
7,660
|
|
|
7,564
|
|
|
7,602
|
|
|
|
||||
|
|
Second lien (8)
|
|
10.53% (L + 8.00%/M)
|
|
11/22/2017
|
|
11/22/2025
|
|
7,500
|
|
|
7,407
|
|
|
7,443
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
15,160
|
|
|
14,971
|
|
|
15,045
|
|
|
1.49
|
%
|
|||
Netsmart Inc. / Netsmart Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Information Technology
|
|
Second lien (2)
|
|
10.03% (L + 7.50%/Q)
|
|
4/18/2016
|
|
10/19/2023
|
|
15,000
|
|
|
14,727
|
|
|
14,925
|
|
|
1.48
|
%
|
|||
Xactly Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (4)(9)
|
|
9.78% (L + 7.25%/M)
|
|
7/31/2017
|
|
7/29/2022
|
|
14,690
|
|
|
14,577
|
|
|
14,690
|
|
|
1.46
|
%
|
|||
Transcendia Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Packaging
|
|
Second lien (8)
|
|
10.52% (L + 8.00%/M)
|
|
6/28/2017
|
|
5/30/2025
|
|
7,500
|
|
|
7,411
|
|
|
7,385
|
|
|
|
||||
|
|
Second lien (3)
|
|
10.52% (L + 8.00%/M)
|
|
6/28/2017
|
|
5/30/2025
|
|
7,000
|
|
|
6,917
|
|
|
6,893
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
14,500
|
|
|
14,328
|
|
|
14,278
|
|
|
1.42
|
%
|
|||
Alegeus Technologies Holdings Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(9)
|
|
8.66% (L + 6.25%/Q)
|
|
9/5/2018
|
|
9/5/2024
|
|
13,444
|
|
|
13,378
|
|
|
13,376
|
|
|
1.33
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
NorthStar Financial Services Group, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (5)
|
|
10.10% (L + 7.50%/M)
|
|
5/23/2018
|
|
5/25/2026
|
|
$
|
13,450
|
|
|
$
|
13,418
|
|
|
$
|
13,316
|
|
|
1.32
|
%
|
Project Accelerate Parent, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (8)(9)
|
|
10.89% (L + 8.50%/M)
|
|
1/2/2018
|
|
1/2/2026
|
|
7,500
|
|
|
7,414
|
|
|
7,406
|
|
|
|
||||
|
|
Second lien (3)(9)
|
|
10.89% (L + 8.50%/M)
|
|
1/2/2018
|
|
1/2/2026
|
|
5,973
|
|
|
5,905
|
|
|
5,898
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,473
|
|
|
13,319
|
|
|
13,304
|
|
|
1.32
|
%
|
|||
Castle Management Borrower LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
8.87% (L + 6.25%/Q)
|
|
5/31/2018
|
|
2/15/2024
|
|
13,347
|
|
|
13,286
|
|
|
13,281
|
|
|
1.32
|
%
|
|||
Ministry Brands, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
6.52% (L + 4.00%/M)
|
|
12/7/2016
|
|
12/2/2022
|
|
2,962
|
|
|
2,952
|
|
|
2,962
|
|
|
|
||||
|
|
Second lien (8)(9)
|
|
11.77% (L + 9.25%/M)
|
|
12/7/2016
|
|
6/2/2023
|
|
7,840
|
|
|
7,796
|
|
|
7,840
|
|
|
|
||||
|
|
Second lien (3)(9)
|
|
11.77% (L + 9.25%/M)
|
|
12/7/2016
|
|
6/2/2023
|
|
2,160
|
|
|
2,148
|
|
|
2,160
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
12,962
|
|
|
12,896
|
|
|
12,962
|
|
|
1.29
|
%
|
|||
BackOffice Associates Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
13.03% (L + 10.50%/M)
|
|
8/25/2017
|
|
8/25/2023
|
|
13,262
|
|
|
13,169
|
|
|
12,477
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
13.03% (L + 7.50% + 3.00% PIK/M)*
|
|
8/25/2017
|
|
8/25/2023
|
|
17
|
|
|
17
|
|
|
16
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
13,279
|
|
|
13,186
|
|
|
12,493
|
|
|
1.24
|
%
|
|||
Zywave, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)(9)
|
|
11.65% (L + 9.00%/Q)
|
|
11/22/2016
|
|
11/17/2023
|
|
11,000
|
|
|
10,936
|
|
|
11,000
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
7.52% (L + 5.00%/M)
|
|
11/22/2016
|
|
11/17/2022
|
|
1,200
|
|
|
1,191
|
|
|
1,200
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
12,200
|
|
|
12,127
|
|
|
12,200
|
|
|
1.21
|
%
|
|||
CHA Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)
|
|
11.55% (L + 8.75%/Q)
|
|
4/3/2018
|
|
4/10/2026
|
|
7,012
|
|
|
6,946
|
|
|
7,103
|
|
|
|
||||
|
|
Second lien (3)
|
|
11.55% (L + 8.75%/Q)
|
|
4/3/2018
|
|
4/10/2026
|
|
4,453
|
|
|
4,411
|
|
|
4,511
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
11,465
|
|
|
11,357
|
|
|
11,614
|
|
|
1.15
|
%
|
|||
PPVA Black Elk (Equity) LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (3)(9)
|
|
—
|
|
5/3/2013
|
|
—
|
|
14,500
|
|
|
14,500
|
|
|
11,362
|
|
|
1.13
|
%
|
|||
Amerijet Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Distribution & Logistics
|
|
First lien (4)(9)
|
|
10.52% (L + 8.00%/M)
|
|
7/15/2016
|
|
7/15/2021
|
|
8,972
|
|
|
8,935
|
|
|
8,972
|
|
|
|
||||
|
|
First lien (4)(9)
|
|
10.52% (L + 8.00%/M)
|
|
7/15/2016
|
|
7/15/2021
|
|
1,495
|
|
|
1,489
|
|
|
1,495
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
10,467
|
|
|
10,424
|
|
|
10,467
|
|
|
1.04
|
%
|
|||
Vectra Co.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Products
|
|
Second lien (8)
|
|
9.77% (L + 7.25%/M)
|
|
2/23/2018
|
|
3/8/2026
|
|
10,788
|
|
|
10,751
|
|
|
10,465
|
|
|
1.04
|
%
|
|||
Masergy Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (2)
|
|
10.31% (L + 7.50%/Q)
|
|
12/14/2016
|
|
12/16/2024
|
|
10,500
|
|
|
10,452
|
|
|
10,290
|
|
|
1.02
|
%
|
|||
VT Topco, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)
|
|
9.80% (L + 7.00%/Q)
|
|
8/14/2018
|
|
7/31/2026
|
|
10,000
|
|
|
9,976
|
|
|
9,987
|
|
|
0.99
|
%
|
|||
Affinity Dental Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)(9)
|
|
8.57% (L + 6.00%/S)
|
|
9/15/2017
|
|
9/15/2023
|
|
4,344
|
|
|
4,308
|
|
|
4,344
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Drawn
|
|
8.61% (L + 6.00%/S)
|
|
9/15/2017
|
|
9/15/2023
|
|
5,277
|
|
|
5,240
|
|
|
5,277
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
9,621
|
|
|
9,548
|
|
|
9,621
|
|
|
0.96
|
%
|
|||
AgKnowledge Holdings Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First Lien (4)
|
|
7.27% (L + 4.75%/Q)
|
|
11/30/2018
|
|
7/23/2023
|
|
9,450
|
|
|
9,403
|
|
|
9,426
|
|
|
0.94
|
%
|
|||
WD Wolverine Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (2)
|
|
8.02% (L + 5.50%/M)
|
|
2/22/2017
|
|
8/16/2022
|
|
9,488
|
|
|
9,269
|
|
|
9,179
|
|
|
0.91
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Wrike, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (8)
|
|
9.28% (L + 6.75%/M)
|
|
12/31/2018
|
|
12/31/2024
|
|
$
|
9,067
|
|
|
$
|
8,976
|
|
|
$
|
8,976
|
|
|
0.89
|
%
|
JAMF Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (8)(9)
|
|
10.61% (L + 8.00%/Q)
|
|
11/13/2017
|
|
11/11/2022
|
|
8,757
|
|
|
8,686
|
|
|
8,757
|
|
|
0.87
|
%
|
|||
Idera, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (4)
|
|
11.53% (L + 9.00%/M)
|
|
6/27/2017
|
|
6/27/2025
|
|
8,000
|
|
|
7,895
|
|
|
8,020
|
|
|
0.80
|
%
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
11.02% (L + 8.50%/M)
|
|
6/9/2016
|
|
9/7/2024
|
|
7,583
|
|
|
7,508
|
|
|
7,508
|
|
|
0.75
|
%
|
|||
CP VI Bella Midco, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)
|
|
9.27% (L + 6.75%/M)
|
|
1/25/2018
|
|
12/29/2025
|
|
6,732
|
|
|
6,701
|
|
|
6,631
|
|
|
0.66
|
%
|
|||
DealerSocket, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (2)
|
|
7.27% (L + 4.75%/M)
|
|
4/16/2018
|
|
4/26/2023
|
|
6,678
|
|
|
6,633
|
|
|
6,597
|
|
|
0.66
|
%
|
|||
MH Sub I, LLC (Micro Holding Corp.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Second lien (2)
|
|
10.00% (L + 7.50%/M)
|
|
8/16/2017
|
|
9/15/2025
|
|
7,000
|
|
|
6,938
|
|
|
6,545
|
|
|
0.65
|
%
|
|||
Restaurant Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (4)
|
|
8.90% (L + 6.50%/Q)
|
|
9/24/2018
|
|
10/1/2026
|
|
6,722
|
|
|
6,705
|
|
|
6,520
|
|
|
0.65
|
%
|
|||
DG Investment Intermediate Holdings 2, Inc. (aka Convergint Technologies Holdings, LLC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Second lien (3)
|
|
9.27% (L + 6.75%/M)
|
|
1/29/2018
|
|
2/2/2026
|
|
6,732
|
|
|
6,702
|
|
|
6,429
|
|
|
0.64
|
%
|
|||
First American Payment Systems, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)
|
|
7.29% (L + 4.75%/Q)
|
|
1/3/2017
|
|
1/5/2024
|
|
6,391
|
|
|
6,342
|
|
|
6,359
|
|
|
0.63
|
%
|
|||
Solera LLC / Solera Finance, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
10.50%/S
|
|
2/29/2016
|
|
3/1/2024
|
|
5,000
|
|
|
4,816
|
|
|
5,350
|
|
|
0.53
|
%
|
|||
ADG, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)(9)
|
|
11.88% (L + 9.00%/S)
|
|
10/3/2016
|
|
3/28/2024
|
|
5,000
|
|
|
4,942
|
|
|
4,578
|
|
|
0.45
|
%
|
|||
York Risk Services Holding Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Subordinated (3)
|
|
8.50%/S
|
|
9/17/2014
|
|
10/1/2022
|
|
3,000
|
|
|
3,000
|
|
|
2,100
|
|
|
0.20
|
%
|
|||
Ensemble S Merger Sub, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
Subordinated (3)
|
|
9.00%/S
|
|
9/21/2015
|
|
9/30/2023
|
|
2,000
|
|
|
1,953
|
|
|
2,010
|
|
|
0.20
|
%
|
|||
Education Management Corporation (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education Management II LLC
|
|
First Lien (2)
|
|
11.00% (P + 5.50%/Q) (24)
|
|
1/5/2015
|
|
7/2/2020
|
|
211
|
|
|
205
|
|
|
15
|
|
|
|
||||
Education
|
|
First Lien (3)
|
|
11.00% (P + 5.50%/Q) (24)
|
|
1/5/2015
|
|
7/2/2020
|
|
119
|
|
|
116
|
|
|
8
|
|
|
|
||||
|
|
First Lien (2)
|
|
14.00% (P + 8.50%/Q) (24)
|
|
1/5/2015
|
|
7/2/2020
|
|
475
|
|
|
437
|
|
|
19
|
|
|
|
||||
|
|
First Lien (3)
|
|
14.00% (P + 8.50%/Q) (24)
|
|
1/5/2015
|
|
7/2/2020
|
|
268
|
|
|
246
|
|
|
11
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
1,073
|
|
|
1,004
|
|
|
53
|
|
|
0.01
|
%
|
|||
PPVA Fund, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
Collateralized Financing (25)
|
|
—
|
|
11/7/2014
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
1,733,369
|
|
|
$
|
1,719,771
|
|
|
$
|
1,709,641
|
|
|
169.89
|
%
|
Total Funded Debt Investments
|
|
|
|
|
|
|
|
|
|
$
|
1,819,774
|
|
|
$
|
1,805,709
|
|
|
$
|
1,793,598
|
|
|
178.24
|
%
|
Equity - Hong Kong
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bach Special Limited (Bach Preference Limited)**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (3)(9)(21)
|
|
—
|
|
9/1/2017
|
|
—
|
|
66,528
|
|
|
$
|
6,573
|
|
|
$
|
6,653
|
|
|
0.66
|
%
|
|
Total Shares - Hong Kong
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,573
|
|
|
$
|
6,653
|
|
|
0.66
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Avatar Topco, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Preferred shares (3)(9)(22)
|
|
—
|
|
11/17/2017
|
|
—
|
|
35,750
|
|
|
$
|
40,247
|
|
|
$
|
39,890
|
|
|
3.96
|
%
|
|
Tenawa Resource Holdings LLC (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
QID NGL LLC
|
|
Preferred shares (6)(9)
|
|
—
|
|
10/30/2017
|
|
—
|
|
1,623,385
|
|
|
1,623
|
|
|
2,717
|
|
|
|
||||
Energy
|
|
Ordinary shares (6)(9)
|
|
—
|
|
5/12/2014
|
|
—
|
|
5,290,997
|
|
|
5,291
|
|
|
8,412
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
6,914
|
|
|
11,129
|
|
|
1.11
|
%
|
||||
Symplr Software Intermediate Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Information Technology
|
|
Preferred Shares (4)(9)(23)
|
|
—
|
|
11/30/2018
|
|
—
|
|
7,500
|
|
|
7,470
|
|
|
7,469
|
|
|
|
||||
|
|
Preferred Shares (3)(9)(23)
|
|
—
|
|
11/30/2018
|
|
—
|
|
2,586
|
|
|
2,575
|
|
|
2,575
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
10,045
|
|
|
10,044
|
|
|
1.00
|
%
|
||||
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
|
|
|
—
|
|
|
|
||||
|
|
Ordinary shares (3)
|
|
—
|
|
1/5/2015
|
|
—
|
|
1,688,976
|
|
|
56
|
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
469
|
|
|
—
|
|
|
—
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
57,675
|
|
|
$
|
61,063
|
|
|
6.07
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
|
|
$
|
64,248
|
|
|
$
|
67,716
|
|
|
6.73
|
%
|
||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ASP LCG Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (3)(9)
|
|
—
|
|
5/5/2014
|
|
5/5/2026
|
|
622
|
|
|
$
|
37
|
|
|
$
|
664
|
|
|
0.07
|
%
|
|
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37
|
|
|
$
|
664
|
|
|
0.07
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,869,994
|
|
|
$
|
1,861,978
|
|
|
185.04
|
%
|
||
Unfunded Debt Investments - Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dentalcorp Perfect Smile ULC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)(10) - Undrawn
|
|
—
|
|
6/1/2018
|
|
6/6/2020
|
|
$
|
2,110
|
|
|
$
|
2
|
|
|
$
|
(32
|
)
|
|
(0.00
|
)%
|
Total Unfunded Debt Investments - Canada
|
|
|
|
|
|
|
|
|
|
$
|
2,110
|
|
|
$
|
2
|
|
|
$
|
(32
|
)
|
|
(0.00
|
)%
|
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
DCA Investment Holding, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
12/20/2017
|
|
12/20/2019
|
|
$
|
6,755
|
|
|
$
|
(59
|
)
|
|
$
|
—
|
|
|
|
|
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
7/2/2015
|
|
7/2/2021
|
|
1,956
|
|
|
(20
|
)
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
8,711
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
%
|
|||
iPipeline, Inc. (Internet Pipeline, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
8/4/2015
|
|
8/4/2021
|
|
1,000
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
%
|
|||
Ministry Brands, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10) - Undrawn
|
|
—
|
|
12/7/2016
|
|
12/2/2022
|
|
1,000
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Zywave, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
11/22/2016
|
|
11/17/2022
|
|
$
|
800
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
—
|
%
|
Trader Interactive, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
6/15/2017
|
|
6/15/2023
|
|
1,673
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
%
|
|||
Xactly Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
7/31/2017
|
|
7/29/2022
|
|
992
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
%
|
|||
Integro Parent Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
6/8/2018
|
|
10/30/2021
|
|
4,686
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
%
|
|||
Affinity Dental Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
9/15/2017
|
|
3/15/2019
|
|
6,307
|
|
|
(16
|
)
|
|
—
|
|
|
|
||||
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
9/15/2017
|
|
3/15/2023
|
|
1,738
|
|
|
(17
|
)
|
|
—
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
8,045
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
%
|
|||
Frontline Technologies Group Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
9/18/2017
|
|
9/18/2019
|
|
7,738
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
%
|
|||
JAMF Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
11/13/2017
|
|
11/11/2022
|
|
750
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
%
|
|||
AgKnowledge Holdings Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10) - Undrawn
|
|
—
|
|
11/30/2018
|
|
7/21/2023
|
|
526
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(0.00
|
)%
|
|||
NM GRC Holdco, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)(10) - Undrawn
|
|
—
|
|
2/9/2018
|
|
2/9/2020
|
|
771
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(0.00
|
)%
|
|||
DealerSocket, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10) - Undrawn
|
|
—
|
|
4/16/2018
|
|
4/26/2023
|
|
560
|
|
|
(4
|
)
|
|
(7
|
)
|
|
(0.00
|
)%
|
|||
Wrike, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(10) - Undrawn
|
|
—
|
|
12/31/2018
|
|
12/31/2024
|
|
933
|
|
|
(9
|
)
|
|
(9
|
)
|
|
(0.00
|
)%
|
|||
Integral Ad Science, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
7/19/2018
|
|
7/19/2023
|
|
1,429
|
|
|
(14
|
)
|
|
(14
|
)
|
|
(0.00
|
)%
|
|||
Finalsite Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
9/25/2018
|
|
9/25/2024
|
|
2,521
|
|
|
(19
|
)
|
|
(19
|
)
|
|
(0.00
|
)%
|
|||
TDG Group Holding Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
5/22/2018
|
|
5/31/2024
|
|
3,783
|
|
|
(19
|
)
|
|
(19
|
)
|
|
(0.00
|
)%
|
|||
iCIMS, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
9/12/2018
|
|
9/12/2024
|
|
1,977
|
|
|
(20
|
)
|
|
(20
|
)
|
|
(0.00
|
)%
|
|||
Ansira Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(10) - Undrawn
|
|
—
|
|
12/19/2016
|
|
4/16/2020
|
|
5,433
|
|
|
(14
|
)
|
|
(24
|
)
|
|
(0.00
|
)%
|
|||
BackOffice Associates Holdings, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
8/25/2017
|
|
8/25/2023
|
|
862
|
|
|
(7
|
)
|
|
(51
|
)
|
|
(0.01
|
)%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Associations, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
7/30/2018
|
|
7/30/2021
|
|
$
|
6,557
|
|
|
$
|
(41
|
)
|
|
$
|
(41
|
)
|
|
|
|
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
7/30/2018
|
|
7/30/2024
|
|
2,033
|
|
|
(13
|
)
|
|
(13
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
8,590
|
|
|
(54
|
)
|
|
(54
|
)
|
|
(0.01
|
)%
|
|||
Diligent Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
12/19/2018
|
|
12/19/2020
|
|
13,431
|
|
|
(84
|
)
|
|
(84
|
)
|
|
(0.01
|
)%
|
|||
Salient CRGT Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal Services
|
|
First lien (3)(10) - Undrawn
|
|
—
|
|
6/26/2018
|
|
11/29/2021
|
|
6,125
|
|
|
(490
|
)
|
|
(92
|
)
|
|
(0.01
|
)%
|
|||
PhyNet Dermatology LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
9/17/2018
|
|
8/16/2020
|
|
45,305
|
|
|
(227
|
)
|
|
(227
|
)
|
|
(0.02
|
)%
|
|||
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
127,641
|
|
|
$
|
(1,211
|
)
|
|
$
|
(623
|
)
|
|
(0.06
|
)%
|
Total Unfunded Debt Investments
|
|
|
|
|
|
|
|
|
|
$
|
129,751
|
|
|
$
|
(1,209
|
)
|
|
$
|
(655
|
)
|
|
(0.06
|
)%
|
Total Non-Controlled/Non-Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,868,785
|
|
|
$
|
1,861,323
|
|
|
184.98
|
%
|
||
Non-Controlled/Affiliated Investments(26)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 1, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 2, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 3, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (3)(9)(10) - Drawn
|
|
8.87% (L + 6.50%/M)
|
|
6/14/2018
|
|
6/30/2022
|
|
$
|
17,750
|
|
|
$
|
17,750
|
|
|
$
|
17,750
|
|
|
|
|
|
|
First lien (3)(9)
|
|
14.85% (L + 7.50% + 5.00% PIK/Q)*
|
|
6/14/2018
|
|
6/30/2022
|
|
10,101
|
|
|
10,101
|
|
|
10,101
|
|
|
|
||||
|
|
Subordinated (3)(9)
|
|
14.00% PIK/Q*
|
|
10/31/2016
|
|
10/15/2021
|
|
2,303
|
|
|
2,303
|
|
|
2,187
|
|
|
|
||||
|
|
Subordinated (3)(9)
|
|
18.00% PIK/Q*
|
|
12/26/2018
|
|
6/30/2022
|
|
2,054
|
|
|
2,054
|
|
|
2,054
|
|
|
|
||||
|
|
Subordinated (3)(9)
|
|
14.00% PIK/Q*
|
|
10/31/2016
|
|
10/15/2021
|
|
1,186
|
|
|
1,186
|
|
|
1,127
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
33,394
|
|
|
33,394
|
|
|
33,219
|
|
|
3.30
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
33,394
|
|
|
$
|
33,394
|
|
|
$
|
33,219
|
|
|
3.30
|
%
|
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NMFC Senior Loan Program I LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(9)
|
|
—
|
|
6/13/2014
|
|
—
|
|
—
|
|
|
$
|
23,000
|
|
|
$
|
23,000
|
|
|
2.29
|
%
|
|
Sierra Hamilton Holdings Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Ordinary shares (2)(9)
|
|
—
|
|
7/31/2017
|
|
—
|
|
25,000,000
|
|
|
11,501
|
|
|
11,271
|
|
|
|
||||
|
|
Ordinary shares (3)(9)
|
|
—
|
|
7/31/2017
|
|
—
|
|
2,786,000
|
|
|
1,281
|
|
|
1,256
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
12,782
|
|
|
12,527
|
|
|
1.24
|
%
|
||||
Permian Holdco 1, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
Preferred shares (3)(9)(16)
|
|
—
|
|
10/31/2016
|
|
—
|
|
1,766,177
|
|
|
7,912
|
|
|
8,257
|
|
|
|
||||
|
|
Ordinary shares (3)(9)
|
|
—
|
|
10/31/2016
|
|
—
|
|
1,366,452
|
|
|
1,350
|
|
|
490
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
9,262
|
|
|
8,747
|
|
|
0.87
|
%
|
||||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
45,044
|
|
|
$
|
44,274
|
|
|
4.40
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
78,438
|
|
|
$
|
77,493
|
|
|
7.70
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Permian Holdco 3, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
First lien (3)(9)(10) - Undrawn
|
|
—
|
|
6/14/2018
|
|
6/30/2022
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Non-Controlled/Affiliated Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
78,438
|
|
|
$
|
77,493
|
|
|
7.70
|
%
|
||
Controlled Investments(27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
First lien (2)
|
|
11.03% (L + 4.50% + 4.00% PIK/Q)*
|
|
8/6/2018
|
|
6/9/2021
|
|
$
|
8,490
|
|
|
$
|
7,245
|
|
|
$
|
7,004
|
|
|
|
|
|
|
Second lien (3)(9)
|
|
7.00% PIK/Q*
|
|
2/23/2018
|
|
12/9/2021
|
|
11,184
|
|
|
10,569
|
|
|
10,346
|
|
|
|
||||
|
|
Second lien (3)(9)(10) - Drawn
|
|
5.00% PIK/Q*
|
|
6/9/2015
|
|
12/9/2021
|
|
1,671
|
|
|
1,671
|
|
|
1,671
|
|
|
|
||||
|
|
Subordinated (3)(9)
|
|
8.50% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
4,891
|
|
|
4,889
|
|
|
4,891
|
|
|
|
||||
|
|
Subordinated (2)(9)
|
|
10.00% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
18,525
|
|
|
18,525
|
|
|
14,820
|
|
|
|
||||
|
|
Subordinated (3)(9)
|
|
10.00% PIK/Q*
|
|
6/9/2015
|
|
6/9/2020
|
|
4,557
|
|
|
4,557
|
|
|
3,646
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
49,318
|
|
|
47,456
|
|
|
42,378
|
|
|
4.21
|
%
|
|||
NHME Holdings Corp. (20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
National HME, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Second lien (3)(9)
|
|
12.00% PIK/Q*
|
|
11/27/2018
|
|
5/27/2024
|
|
14,664
|
|
|
10,718
|
|
|
10,631
|
|
|
|
||||
|
|
Second lien (3)(9)
|
|
12.00% PIK/Q*
|
|
11/27/2018
|
|
5/27/2024
|
|
8,104
|
|
|
7,115
|
|
|
7,091
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
22,768
|
|
|
17,833
|
|
|
17,722
|
|
|
1.76
|
%
|
|||
UniTek Global Services, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Business Services
|
|
First lien (2)(9)
|
|
8.02% (L + 5.50%/M)
|
|
6/29/2018
|
|
8/20/2024
|
|
12,542
|
|
|
12,542
|
|
|
12,542
|
|
|
|
||||
|
|
First lien (2)(9)
|
|
7.96% (L + 5.50%/M)
|
|
6/29/2018
|
|
8/20/2024
|
|
2,508
|
|
|
2,508
|
|
|
2,508
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
15,050
|
|
|
15,050
|
|
|
15,050
|
|
|
1.50
|
%
|
|||
Total Funded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
87,136
|
|
|
$
|
80,339
|
|
|
$
|
75,150
|
|
|
7.47
|
%
|
Equity - Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NM APP Canada Corp.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
9/13/2016
|
|
—
|
|
—
|
|
|
$
|
7,345
|
|
|
$
|
9,727
|
|
|
0.97
|
%
|
|
Total Shares - Canada
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,345
|
|
|
$
|
9,727
|
|
|
0.97
|
%
|
||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NMFC Senior Loan Program II LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(9)
|
|
—
|
|
5/3/2016
|
|
—
|
|
—
|
|
|
$
|
79,400
|
|
|
$
|
79,400
|
|
|
7.89
|
%
|
|
NMFC Senior Loan Program III LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(9)
|
|
—
|
|
5/4/2018
|
|
—
|
|
—
|
|
|
78,400
|
|
|
78,400
|
|
|
7.79
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
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)(9)(17)
|
|
—
|
|
1/13/2015
|
|
—
|
|
24,841,813
|
|
|
$
|
22,462
|
|
|
$
|
22,012
|
|
|
|
||
|
|
Preferred shares (3)(9)(17)
|
|
—
|
|
1/13/2015
|
|
—
|
|
6,865,095
|
|
|
6,207
|
|
|
6,083
|
|
|
|
||||
|
|
Preferred shares (3)(9)(18)
|
|
—
|
|
6/30/2017
|
|
—
|
|
13,079,442
|
|
|
13,079
|
|
|
13,036
|
|
|
|
||||
|
|
Preferred shares (3)(9)(19)
|
|
—
|
|
8/17/2018
|
|
—
|
|
7,070,545
|
|
|
7,071
|
|
|
7,071
|
|
|
|
||||
|
|
Ordinary shares (2)(9)
|
|
—
|
|
1/13/2015
|
|
—
|
|
2,096,477
|
|
|
1,925
|
|
|
10,013
|
|
|
|
||||
|
|
Ordinary shares (3)(9)
|
|
—
|
|
1/13/2015
|
|
—
|
|
1,993,749
|
|
|
532
|
|
|
9,523
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
51,276
|
|
|
67,738
|
|
|
6.73
|
%
|
||||
NM NL Holdings, L.P.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
6/20/2018
|
|
—
|
|
—
|
|
|
32,575
|
|
|
33,392
|
|
|
3.32
|
%
|
|||
NM GLCR LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
2/1/2018
|
|
—
|
|
—
|
|
|
14,750
|
|
|
20,343
|
|
|
2.02
|
%
|
|||
NM CLFX LP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
10/6/2017
|
|
—
|
|
—
|
|
|
12,538
|
|
|
12,770
|
|
|
1.27
|
%
|
|||
NM APP US LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
9/13/2016
|
|
—
|
|
—
|
|
|
5,080
|
|
|
5,912
|
|
|
0.59
|
%
|
|||
NM DRVT LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
11/18/2016
|
|
—
|
|
—
|
|
|
5,152
|
|
|
5,619
|
|
|
0.56
|
%
|
|||
NM KRLN LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
11/15/2016
|
|
—
|
|
—
|
|
|
7,510
|
|
|
4,205
|
|
|
0.42
|
%
|
|||
NHME Holdings Corp. (20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Ordinary Shares (3)(9)
|
|
—
|
|
11/27/2018
|
|
—
|
|
640,000
|
|
|
4,000
|
|
|
4,000
|
|
|
0.40
|
%
|
|||
NM JRA LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
8/12/2016
|
|
—
|
|
—
|
|
|
2,043
|
|
|
2,537
|
|
|
0.25
|
%
|
|||
Edmentum Ultimate Holdings, LLC (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Ordinary shares (3)(9)
|
|
—
|
|
6/9/2015
|
|
—
|
|
123,968
|
|
|
11
|
|
|
238
|
|
|
|
||||
|
|
Ordinary shares (2)(9)
|
|
—
|
|
6/9/2015
|
|
—
|
|
107,143
|
|
|
9
|
|
|
205
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
443
|
|
|
0.04
|
%
|
||||
NM GP Holdco, LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Lease
|
|
Membership interest (7)(9)
|
|
—
|
|
6/20/2018
|
|
—
|
|
—
|
|
|
306
|
|
|
311
|
|
|
0.03
|
%
|
|||
Total Shares - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
293,050
|
|
|
$
|
315,070
|
|
|
31.31
|
%
|
||
Total Shares
|
|
|
|
|
|
|
|
|
|
|
|
$
|
300,395
|
|
|
$
|
324,797
|
|
|
32.28
|
%
|
||
Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Warrants (3)(9)
|
|
—
|
|
2/23/2018
|
|
5/5/2026
|
|
1,141,846
|
|
|
$
|
769
|
|
|
$
|
2,190
|
|
|
0.22
|
%
|
|
NHME Holdings Corp. (20)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Healthcare Services
|
|
Warrants (3)(9)
|
|
—
|
|
11/27/2018
|
|
—
|
|
160,000
|
|
|
1,000
|
|
|
1,000
|
|
|
0.10
|
%
|
|||
Total Warrants - United States
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,769
|
|
|
$
|
3,190
|
|
|
0.32
|
%
|
||
Total Funded Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
382,503
|
|
|
$
|
403,137
|
|
|
40.07
|
%
|
Portfolio Company, Location and Industry(1)
|
|
Type of
Investment
|
|
Interest Rate (11)
|
|
Acquisition Date
|
|
Maturity/Expiration
Date
|
|
Principal
Amount,
Par Value
or Shares
|
|
Cost
|
|
Fair Value
|
|
Percent of
Net
Assets
|
|||||||
Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum Ultimate Holdings, LLC (15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Edmentum, Inc. (fka Plato, Inc.) (Archipelago Learning, Inc.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Education
|
|
Second lien (3)(9)(10) - Undrawn
|
|
—
|
|
6/9/2015
|
|
12/9/2021
|
|
$
|
5,945
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Unfunded Debt Investments - United States
|
|
|
|
|
|
|
|
|
|
$
|
5,945
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Total Controlled Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
382,503
|
|
|
$
|
403,137
|
|
|
40.07
|
%
|
||
Total Investments
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,329,726
|
|
|
$
|
2,341,953
|
|
|
232.75
|
%
|
|
(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 the Collateral Manager, New Mountain Finance Holdings, L.L.C. ("NMF Holdings") as the Borrower and Wells Fargo Bank, National Association as the Administrative Agent 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 QID NGL Holdings, Inc.
|
(7)
|
Investment is held in New Mountain Net Lease Corporation.
|
(8)
|
Investment is pledged as collateral for the DB Credit Facility, a revolving credit facility among New Mountain Finance DB, L.L.C as the Borrower and Deutsche Bank AG, New York Branch as the Facility Agent. See Note 7.
Borrowings
, for details.
|
(9)
|
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.
|
(10)
|
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.
|
(11)
|
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, 2018
.
|
(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 first lien term loans and a delayed draw term loan in McKissock, LLC, a wholly-owned subsidiary of McKissock Investment Holdings, LLC.
|
(15)
|
The Company holds investments in Edmentum Ultimate Holdings, LLC and its related entities. The Company holds subordinated notes, ordinary equity and warrants in Edmentum Ultimate Holdings, LLC and holds a first lien term loan, second lien revolver and a second lien term loan in Edmentum, Inc. and Archipelago Learning, Inc., which are wholly-owned subsidiaries of Edmentum Ultimate Holdings, LLC.
|
(16)
|
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.
|
(17)
|
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.
|
(18)
|
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.
|
(19)
|
The Company holds preferred equity in UniTek Global Services, Inc. that is entitled to received cumulative preferential dividends at a rate of 20.0% per annum payable in additional shares.
|
(20)
|
The Company holds ordinary shares and warrants in NHME Holdings Corp., as well as second lien term loans in National HME, Inc., a wholly-owned subsidiary of NHME Holdings Corp.
|
(21)
|
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.
|
(22)
|
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.
|
(23)
|
The Company holds preferred equity in Symplr Software Intermediate Holdings, Inc. and holds a first lien term loan investment in Caliper Software, Inc., a wholly-owned subsidiary of Symplr Software Intermediate Holdings, Inc. The preferred equity is entitled to receive cumulative preferential dividends at a rate of L + 10.50% per annum.
|
(24)
|
Investment or a portion of the investment is on non-accrual status. See Note 3. Investments, for details.
|
(25)
|
The Company holds one security purchased under a collateralized agreement to resell on its Consolidated Statement of Assets and Liabilities with a cost basis of $30,000 and a fair value of $23,508 as of December 31, 2018. See Note 2.
Summary of Significant Accounting Policies
, for details.
|
(26)
|
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, 2018
and
December 31, 2017
along with transactions during the year ended
December 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 December 31, 2018
|
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
|
|
$
|
24,858
|
|
|
$
|
—
|
|
|
$
|
(24,858
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
HI Technology Corp.
|
|
105,155
|
|
|
—
|
|
|
(105,155
|
)
|
|
8,387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,791
|
|
|
—
|
|
|||||||||
NMFC Senior Loan Program I LLC
|
|
23,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,000
|
|
|
—
|
|
|
3,173
|
|
|
1,179
|
|
|||||||||
Permian Holdco 1, Inc. / Permian Holdco 2, Inc. / Permian Holdco 3, Inc.
|
|
12,733
|
|
|
31,824
|
|
|
(50
|
)
|
|
—
|
|
|
(2,541
|
)
|
|
41,966
|
|
|
2,028
|
|
|
1,083
|
|
|
653
|
|
|||||||||
Sierra Hamilton Holdings Corporation
|
|
12,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
12,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total Non-Controlled/Affiliated Investments
|
|
$
|
178,076
|
|
|
$
|
31,824
|
|
|
$
|
(130,063
|
)
|
|
$
|
8,387
|
|
|
$
|
(2,344
|
)
|
|
$
|
77,493
|
|
|
$
|
2,028
|
|
|
$
|
19,047
|
|
|
$
|
1,832
|
|
|
(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 reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reorganizations or restructurings and the movement of an existing portfolio company out of this category into a different category.
|
(27)
|
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, 2018
and
December 31, 2017
along with transactions during the year ended
December 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
December 31, 2018 |
|
Interest
Income
|
|
Dividend
Income
|
|
Other
Income
|
||||||||||||||||||
Edmentum Ultimate Holdings, LLC/Edmentum Inc.
|
|
$
|
—
|
|
|
$
|
51,478
|
|
|
$
|
(6,937
|
)
|
|
$
|
3
|
|
|
$
|
470
|
|
|
$
|
45,011
|
|
|
$
|
4,077
|
|
|
$
|
—
|
|
|
$
|
424
|
|
National HME, Inc./NHME Holdings Corp.
|
|
—
|
|
|
22,832
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
22,722
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|||||||||
NM APP CANADA CORP
|
|
7,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,765
|
|
|
9,727
|
|
|
—
|
|
|
841
|
|
|
—
|
|
|||||||||
NM APP US LLC
|
|
5,138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
774
|
|
|
5,912
|
|
|
—
|
|
|
563
|
|
|
—
|
|
|||||||||
NM CLFX LP
|
|
12,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
12,770
|
|
|
—
|
|
|
1,507
|
|
|
—
|
|
|||||||||
NM DRVT LLC
|
|
5,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|
5,619
|
|
|
—
|
|
|
519
|
|
|
—
|
|
|||||||||
NM JRA LLC
|
|
2,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
2,537
|
|
|
—
|
|
|
225
|
|
|
—
|
|
|||||||||
NM GLCR LLC
|
|
—
|
|
|
14,750
|
|
|
—
|
|
|
—
|
|
|
5,593
|
|
|
20,343
|
|
|
—
|
|
|
1,634
|
|
|
—
|
|
|||||||||
NM KRLN LLC
|
|
8,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,990
|
)
|
|
4,205
|
|
|
—
|
|
|
761
|
|
|
—
|
|
|||||||||
NM NL Holdings, L.P.
|
|
—
|
|
|
32,575
|
|
|
—
|
|
|
—
|
|
|
817
|
|
|
33,392
|
|
|
—
|
|
|
1,506
|
|
|
—
|
|
|||||||||
NM GP Holdco, LLC
|
|
—
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
311
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|||||||||
NMFC Senior Loan Program II LLC
|
|
79,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,400
|
|
|
—
|
|
|
11,124
|
|
|
—
|
|
|||||||||
NMFC Senior Loan Program III LLC
|
|
—
|
|
|
78,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,400
|
|
|
—
|
|
|
3,040
|
|
|
—
|
|
|||||||||
UniTek Global Services, Inc.
|
|
64,593
|
|
|
28,696
|
|
|
(15,261
|
)
|
|
—
|
|
|
4,760
|
|
|
82,788
|
|
|
1,843
|
|
|
6,648
|
|
|
1,312
|
|
|||||||||
Total Controlled Investments
|
|
$
|
185,402
|
|
|
$
|
229,037
|
|
|
$
|
(22,198
|
)
|
|
$
|
3
|
|
|
$
|
10,896
|
|
|
$
|
403,137
|
|
|
$
|
6,226
|
|
|
$
|
28,379
|
|
|
$
|
1,736
|
|
|
(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
December 31, 2018
,
13.5%
of the Company’s total investments were non-qualifying assets.
|
|
December 31, 2018
|
|
Investment Type
|
Percent of Total
Investments at Fair Value
|
|
First lien
|
50.11
|
%
|
Second lien
|
28.29
|
%
|
Subordinated
|
2.79
|
%
|
Equity and other
|
18.81
|
%
|
Total investments
|
100.00
|
%
|
|
December 31, 2018
|
|
Industry Type
|
Percent of Total
Investments at Fair Value
|
|
Business Services
|
23.67
|
%
|
Software
|
20.41
|
%
|
Healthcare Services
|
14.80
|
%
|
Education
|
8.94
|
%
|
Investment Fund
|
7.72
|
%
|
Consumer Services
|
5.15
|
%
|
Energy
|
4.49
|
%
|
Net Lease
|
4.05
|
%
|
Distribution & Logistics
|
3.44
|
%
|
Federal Services
|
3.16
|
%
|
Healthcare Information Technology
|
1.92
|
%
|
Food & Beverage
|
1.19
|
%
|
Packaging
|
0.61
|
%
|
Business Products
|
0.45
|
%
|
Total investments
|
100.00
|
%
|
|
December 31, 2018
|
|
Interest Rate Type
|
Percent of Total
Investments at Fair Value
|
|
Floating rates
|
93.25
|
%
|
Fixed rates
|
6.75
|
%
|
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
|
%
|
|||
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
|
%
|
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
|
|||||||
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
|
%
|
|||
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
|
%
|
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
|
|||||||
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
|
%
|
|||
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
|
%
|
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 - 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
|
%
|
||
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
|
%
|
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
|
|||||||
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
|
)%
|
|||
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
|
)%
|
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
|
|||||||
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
|
%
|
|||
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
|
%
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
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
|
%
|
||
Equity - United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NMFC Senior Loan Program II LLC**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment Fund
|
|
Membership interest (3)(10)
|
|
—
|
|
5/3/2016
|
|
—
|
|
—
|
|
|
$
|
79,400
|
|
|
$
|
79,400
|
|
|
7.67
|
%
|
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
|
|
—
|
|
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
|
|
December 31, 2018
|
||
NM NL Holdings LP / NM GP Holdco LLC
|
|
Various
|
|
Various
|
|
Various
|
|
Various
|
|
$
|
33,703
|
|
NM GLCR LP
|
|
Arctic Glacier U.S.A.
|
|
2/28/2038
|
|
CA
|
|
214
|
|
20,343
|
|
|
NM CLFX LP
|
|
Victor Equipment Company
|
|
8/31/2033
|
|
TX
|
|
423
|
|
12,770
|
|
|
NM APP Canada Corp.
|
|
A.P. Plasman, Inc.
|
|
9/30/2031
|
|
Canada
|
|
436
|
|
9,727
|
|
|
NM APP US LLC
|
|
Plasman Corp, LLC / A-Brite LP
|
|
9/30/2033
|
|
AL / OH
|
|
261
|
|
5,912
|
|
|
NM DRVT Jonesboro, LLC
|
|
FMH Conveyors, LLC
|
|
10/31/2031
|
|
AR
|
|
195
|
|
5,619
|
|
|
NM KRLN LLC
|
|
Kirlin Group, LLC
|
|
6/30/2029
|
|
MD
|
|
95
|
|
4,205
|
|
|
NM JRA LLC
|
|
J.R. Automation Technologies, LLC
|
|
1/31/2031
|
|
MI
|
|
88
|
|
2,537
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
94,816
|
|
|
Cost
|
|
Fair Value
|
||||
First lien
|
$
|
1,179,129
|
|
|
$
|
1,173,459
|
|
Second lien
|
666,545
|
|
|
662,556
|
|
||
Subordinated
|
72,559
|
|
|
65,297
|
|
||
Equity and other
|
411,493
|
|
|
440,641
|
|
||
Total investments
|
$
|
2,329,726
|
|
|
$
|
2,341,953
|
|
|
Cost
|
|
Fair Value
|
||||
Business Services
|
$
|
541,901
|
|
|
$
|
554,404
|
|
Software
|
476,473
|
|
|
478,063
|
|
||
Healthcare Services
|
350,357
|
|
|
346,521
|
|
||
Education
|
214,032
|
|
|
209,433
|
|
||
Investment Fund
|
180,800
|
|
|
180,800
|
|
||
Consumer Services
|
122,326
|
|
|
120,562
|
|
||
Energy
|
101,794
|
|
|
105,122
|
|
||
Net Lease
|
87,299
|
|
|
94,816
|
|
||
Distribution & Logistics
|
82,201
|
|
|
80,581
|
|
||
Federal Services
|
74,572
|
|
|
73,962
|
|
||
Healthcare Information Technology
|
44,793
|
|
|
44,989
|
|
||
Food & Beverage
|
28,099
|
|
|
27,957
|
|
||
Packaging
|
14,328
|
|
|
14,278
|
|
||
Business Products
|
10,751
|
|
|
10,465
|
|
||
Total investments
|
$
|
2,329,726
|
|
|
$
|
2,341,953
|
|
|
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
|
|
|
|
December 31, 2018
|
|
First lien investments (1)
|
|
383,289
|
|
Weighted average interest rate on first lien investments (2)
|
|
6.50
|
%
|
Number of portfolio companies in SLP III
|
|
39
|
|
Largest portfolio company investment (1)
|
|
18,958
|
|
Total of five largest portfolio company investments (1)
|
|
85,938
|
|
|
(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
|
|
6.46% (L + 3.75%)
|
|
2/27/2025
|
|
$
|
1,216
|
|
|
$
|
1,216
|
|
|
$
|
1,185
|
|
Affordable Care Holding Corp.
|
|
Healthcare Services
|
|
7.25% (L + 4.75%)
|
|
10/24/2022
|
|
1,025
|
|
|
1,030
|
|
|
1,005
|
|
|||
Bracket Intermediate Holding Corp.
|
|
Healthcare Services
|
|
7.00% (L + 4.25%)
|
|
9/5/2025
|
|
14,963
|
|
|
14,890
|
|
|
14,813
|
|
|||
Brave Parent Holdings, Inc.
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
4/18/2025
|
|
14,925
|
|
|
14,874
|
|
|
14,421
|
|
|||
CentralSquare Technologies, LLC
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
8/29/2025
|
|
15,000
|
|
|
14,964
|
|
|
14,648
|
|
|||
Certara Holdco, Inc.
|
|
Healthcare I.T.
|
|
6.30% (L + 3.50%)
|
|
8/15/2024
|
|
1,275
|
|
|
1,280
|
|
|
1,255
|
|
|||
CHA Holdings, Inc.
|
|
Business Services
|
|
7.30% (L + 4.50%)
|
|
4/10/2025
|
|
997
|
|
|
997
|
|
|
995
|
|
|||
CommerceHub, Inc.
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
5/21/2025
|
|
14,925
|
|
|
14,856
|
|
|
14,515
|
|
|||
CRCI Longhorn Holdings, Inc.
|
|
Business Services
|
|
5.89% (L + 3.50%)
|
|
8/8/2025
|
|
14,963
|
|
|
14,891
|
|
|
14,588
|
|
|||
Dentalcorp Perfect Smile ULC
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
6/6/2025
|
|
11,940
|
|
|
11,912
|
|
|
11,701
|
|
|||
Dentalcorp Perfect Smile ULC
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
6/6/2025
|
|
1,686
|
|
|
1,685
|
|
|
1,652
|
|
|||
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
17,591
|
|
|
17,507
|
|
|
17,525
|
|
|||
Financial & Risk US Holdings, Inc.
|
|
Business Services
|
|
6.27% (L + 3.75%)
|
|
10/1/2025
|
|
8,000
|
|
|
7,980
|
|
|
7,512
|
|
|||
GOBP Holdings, Inc.
|
|
Retail
|
|
6.55% (L + 3.75%)
|
|
10/22/2025
|
|
15,000
|
|
|
14,963
|
|
|
14,625
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
6.56% (L + 3.75%)
|
|
2/16/2024
|
|
14,821
|
|
|
14,831
|
|
|
14,450
|
|
|||
Heartland Dental, LLC
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
4/30/2025
|
|
17,329
|
|
|
17,249
|
|
|
16,593
|
|
|||
HIG Finance 2 Limited
|
|
Business Services
|
|
6.06% (L + 3.50%)
|
|
12/20/2024
|
|
1,995
|
|
|
1,985
|
|
|
1,939
|
|
|||
Idera, Inc.
|
|
Software
|
|
7.03% (L + 4.50%)
|
|
6/28/2024
|
|
2,294
|
|
|
2,289
|
|
|
2,248
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
6.27% (L + 3.75%)
|
|
9/7/2023
|
|
5,985
|
|
|
5,985
|
|
|
5,835
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
6.87% (L + 4.25%)
|
|
6/5/2024
|
|
4,827
|
|
|
4,821
|
|
|
4,633
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
4,596
|
|
|
4,576
|
|
|
4,596
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
600
|
|
|
597
|
|
|
600
|
|
|||
National Intergovernmental Purchasing Alliance Company
|
|
Business Services
|
|
6.55% (L + 3.75%)
|
|
5/23/2025
|
|
14,925
|
|
|
14,912
|
|
|
14,552
|
|
|||
Navex Topco, Inc.
|
|
Software
|
|
5.78% (L + 3.25%)
|
|
9/5/2025
|
|
14,963
|
|
|
14,890
|
|
|
14,102
|
|
|||
Navicure, Inc.
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
11/1/2024
|
|
2,985
|
|
|
2,985
|
|
|
2,925
|
|
|||
Netsmart Technologies, Inc.
|
|
Healthcare I.T.
|
|
6.27% (L + 3.75%)
|
|
4/19/2023
|
|
10,437
|
|
|
10,437
|
|
|
10,307
|
|
|||
Newport Group Holdings II, Inc.
|
|
Business Services
|
|
6.54% (L + 3.75%)
|
|
9/12/2025
|
|
4,988
|
|
|
4,963
|
|
|
4,875
|
|
|||
NorthStar Financial Services Group, LLC
|
|
Software
|
|
6.10% (L + 3.50%)
|
|
5/25/2025
|
|
14,925
|
|
|
14,856
|
|
|
14,628
|
|
|||
OEConnection LLC
|
|
Business Services
|
|
6.53% (L + 4.00%)
|
|
11/22/2024
|
|
1,830
|
|
|
1,843
|
|
|
1,789
|
|
|||
Outcomes Group Holdings, Inc.
|
|
Healthcare Services
|
|
6.28% (L + 3.50%)
|
|
10/24/2025
|
|
6,500
|
|
|
6,484
|
|
|
6,394
|
|
|||
Pelican Products, Inc.
|
|
Business Products
|
|
5.88% (L + 3.50%)
|
|
5/1/2025
|
|
4,975
|
|
|
4,963
|
|
|
4,726
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
8.06% (L + 5.25%)
|
|
4/29/2024
|
|
15,588
|
|
|
15,517
|
|
|
15,199
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
6.55% (L + 3.75%)
|
|
7/10/2025
|
|
13,862
|
|
|
13,796
|
|
|
13,689
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
6.78% (L + 4.25%)
|
|
5/16/2025
|
|
15,000
|
|
|
14,930
|
|
|
14,535
|
|
|||
Sierra Enterprises, LLC
|
|
Food & Beverage
|
|
6.02% (L + 3.50%)
|
|
11/11/2024
|
|
2,481
|
|
|
2,478
|
|
|
2,463
|
|
|||
SSH Group Holdings, Inc.
|
|
Education
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
14,963
|
|
|
14,927
|
|
|
14,588
|
|
|||
University Support Services LLC (St. George's University Scholastic Services LLC)
|
|
Education
|
|
6.03% (L + 3.50%)
|
|
7/17/2025
|
|
3,790
|
|
|
3,772
|
|
|
3,759
|
|
|||
VT Topco, Inc.
|
|
Business Services
|
|
6.55% (L + 3.75%)
|
|
8/1/2025
|
|
7,980
|
|
|
7,961
|
|
|
7,882
|
|
|||
VT Topco, Inc.
|
|
Business Services
|
|
6.55% (L + 3.75%)
|
|
8/1/2025
|
|
1,004
|
|
|
1,004
|
|
|
992
|
|
|||
Wirepath LLC
|
|
Distribution & Logistics
|
|
6.71% (L + 4.00%)
|
|
8/5/2024
|
|
17,477
|
|
|
17,477
|
|
|
17,215
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
6.30% (L + 3.50%)
|
|
6/7/2024
|
|
14,887
|
|
|
14,887
|
|
|
14,608
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.80% (L + 4.00%)
|
|
11/7/2024
|
|
4,965
|
|
|
4,983
|
|
|
4,935
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
374,478
|
|
|
$
|
373,443
|
|
|
$
|
365,497
|
|
Portfolio Company and Type of Investment
|
|
Industry
|
|
Interest Rate (1)
|
|
Maturity Date
|
|
Principal Amount or Par Value
|
|
Cost
|
|
Fair
Value (2) |
||||||
Unfunded Investments - First lien
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dentalcorp Perfect Smile ULC
|
|
Healthcare Services
|
|
—
|
|
6/6/2020
|
|
$
|
1,308
|
|
|
$
|
(3
|
)
|
|
$
|
(26
|
)
|
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
—
|
|
7/30/2020
|
|
1,367
|
|
|
(7
|
)
|
|
(11
|
)
|
|||
Heartland Dental, LLC
|
|
Healthcare Services
|
|
—
|
|
4/30/2020
|
|
1,586
|
|
|
—
|
|
|
(67
|
)
|
|||
Ministry Brands, LLC
|
|
Software
|
|
—
|
|
10/18/2019
|
|
1,267
|
|
|
(6
|
)
|
|
—
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
—
|
|
7/10/2020
|
|
1,103
|
|
|
(3
|
)
|
|
(14
|
)
|
|||
University Support Services LLC (St. George's University Scholastic Services LLC)
|
|
Education
|
|
—
|
|
7/17/2019
|
|
1,187
|
|
|
—
|
|
|
(10
|
)
|
|||
VT Topco, Inc.
|
|
Business Services
|
|
—
|
|
8/1/2020
|
|
993
|
|
|
(2
|
)
|
|
(12
|
)
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
8,811
|
|
|
$
|
(21
|
)
|
|
$
|
(140
|
)
|
Total Investments
|
|
|
|
|
|
|
|
$
|
383,289
|
|
|
$
|
373,422
|
|
|
$
|
365,357
|
|
|
(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, 2018
.
|
(2)
|
Represents the fair value in accordance with Accounting Standards Codification Topic 820,
Fair Value Measurement and Disclosures
("ASC 820"). The Company's board of directors does not determine the fair value of the investments held by SLP III.
|
Selected Balance Sheet Information:
|
December 31, 2018
|
||
Investments at fair value (cost of $373,422)
|
$
|
365,357
|
|
Cash and other assets
|
9,138
|
|
|
Total assets
|
$
|
374,495
|
|
|
|
||
Credit facility
|
$
|
280,300
|
|
Deferred financing costs
|
(2,831
|
)
|
|
Distribution payable
|
2,600
|
|
|
Other liabilities
|
4,415
|
|
|
Total liabilities
|
284,484
|
|
|
|
|
||
Members' capital
|
$
|
90,011
|
|
Total liabilities and members' capital
|
$
|
374,495
|
|
|
Year Ended
|
||
Selected Statement of Operations Information:
|
December 31, 2018(1)
|
||
Interest income
|
$
|
9,572
|
|
Other income
|
207
|
|
|
Total investment income
|
9,779
|
|
|
|
|
||
Interest and other financing expenses
|
5,402
|
|
|
Other expenses
|
509
|
|
|
Total expenses
|
5,911
|
|
|
Net investment income
|
3,868
|
|
|
|
|
||
Net realized gains on investments
|
9
|
|
|
Net change in unrealized appreciation (depreciation) of investments
|
(8,065
|
)
|
|
Net decrease in members' capital
|
$
|
(4,188
|
)
|
|
(1)
|
SLP III commenced operations on April 25, 2018.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||
First lien investments (1)
|
|
348,577
|
|
|
386,100
|
|
Weighted average interest rate on first lien investments (2)
|
|
6.84
|
%
|
|
6.05
|
%
|
Number of portfolio companies in SLP II
|
|
31
|
|
|
35
|
|
Largest portfolio company investment (1)
|
|
17,150
|
|
|
17,369
|
|
Total of five largest portfolio company investments (1)
|
|
80,766
|
|
|
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
|
|
6.46% (L + 3.75%)
|
|
2/27/2025
|
|
$
|
8,825
|
|
|
$
|
8,785
|
|
|
$
|
8,605
|
|
ADG, LLC
|
|
Healthcare Services
|
|
7.63% (L + 4.75%)
|
|
9/28/2023
|
|
16,862
|
|
|
16,740
|
|
|
16,609
|
|
|||
Beaver-Visitec International Holdings, Inc.
|
|
Healthcare Products
|
|
6.62% (L + 4.00%)
|
|
8/21/2023
|
|
14,664
|
|
|
14,492
|
|
|
14,517
|
|
|||
Brave Parent Holdings, Inc.
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
4/18/2025
|
|
15,422
|
|
|
15,369
|
|
|
14,902
|
|
|||
CentralSquare Technologies, LLC
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
8/29/2025
|
|
15,000
|
|
|
14,964
|
|
|
14,648
|
|
|||
CHA Holdings, Inc.
|
|
Business Services
|
|
7.30% (L + 4.50%)
|
|
4/10/2025
|
|
10,805
|
|
|
10,760
|
|
|
10,774
|
|
|||
CommerceHub, Inc.
|
|
Software
|
|
6.27% (L + 3.75%)
|
|
5/21/2025
|
|
2,488
|
|
|
2,476
|
|
|
2,419
|
|
|||
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
12,242
|
|
|
12,190
|
|
|
12,196
|
|
|||
Greenway Health, LLC
|
|
Software
|
|
6.56% (L + 3.75%)
|
|
2/16/2024
|
|
14,775
|
|
|
14,718
|
|
|
14,406
|
|
|||
GOBP Holdings, Inc.
|
|
Retail
|
|
6.55% (L + 3.75%)
|
|
10/22/2025
|
|
2,500
|
|
|
2,494
|
|
|
2,438
|
|
|||
Idera, Inc.
|
|
Software
|
|
7.03% (L + 4.50%)
|
|
6/28/2024
|
|
12,492
|
|
|
12,388
|
|
|
12,242
|
|
|||
J.D. Power (fka J.D. Power and Associates)
|
|
Business Services
|
|
6.27% (L + 3.75%)
|
|
9/7/2023
|
|
14,962
|
|
|
14,920
|
|
|
14,588
|
|
|||
Keystone Acquisition Corp.
|
|
Healthcare Services
|
|
8.05% (L + 5.25%)
|
|
5/1/2024
|
|
5,332
|
|
|
5,289
|
|
|
5,226
|
|
|||
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
6.86% (L + 4.25%)
|
|
3/17/2025
|
|
5,321
|
|
|
5,312
|
|
|
5,294
|
|
|||
LSCS Holdings, Inc.
|
|
Healthcare Services
|
|
6.89% (L + 4.25%)
|
|
3/17/2025
|
|
1,374
|
|
|
1,371
|
|
|
1,367
|
|
|||
Market Track, LLC
|
|
Business Services
|
|
6.87% (L + 4.25%)
|
|
6/5/2024
|
|
11,820
|
|
|
11,772
|
|
|
11,347
|
|
|||
Medical Solutions Holdings, Inc.
|
|
Healthcare Services
|
|
6.27% (L + 3.75%)
|
|
6/14/2024
|
|
4,432
|
|
|
4,413
|
|
|
4,343
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
2,116
|
|
|
2,109
|
|
|
2,116
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
600
|
|
|
597
|
|
|
600
|
|
|||
Ministry Brands, LLC
|
|
Software
|
|
6.52% (L + 4.00%)
|
|
12/2/2022
|
|
12,285
|
|
|
12,238
|
|
|
12,285
|
|
|||
NorthStar Financial Services Group, LLC
|
|
Software
|
|
6.10% (L + 3.50%)
|
|
5/25/2025
|
|
7,463
|
|
|
7,428
|
|
|
7,313
|
|
|||
Peraton Corp. (fka MHVC Acquisition Corp.)
|
|
Federal Services
|
|
8.06% (L + 5.25%)
|
|
4/29/2024
|
|
10,342
|
|
|
10,301
|
|
|
10,084
|
|
|||
Poseidon Intermediate, LLC
|
|
Software
|
|
6.78% (L + 4.25%)
|
|
8/15/2022
|
|
14,729
|
|
|
14,727
|
|
|
14,644
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
6.55% (L + 3.75%)
|
|
7/10/2025
|
|
1,386
|
|
|
1,380
|
|
|
1,369
|
|
|||
Project Accelerate Parent, LLC
|
|
Business Services
|
|
6.64% (L + 4.25%)
|
|
1/2/2025
|
|
14,887
|
|
|
14,821
|
|
|
14,663
|
|
|||
PSC Industrial Holdings Corp.
|
|
Industrial Services
|
|
6.21% (L + 3.75%)
|
|
10/11/2024
|
|
10,395
|
|
|
10,307
|
|
|
10,161
|
|
|||
Quest Software US Holdings Inc.
|
|
Software
|
|
6.78% (L + 4.25%)
|
|
5/16/2025
|
|
15,000
|
|
|
14,930
|
|
|
14,535
|
|
|||
Salient CRGT Inc.
|
|
Federal Services
|
|
8.27% (L + 5.75%)
|
|
2/28/2022
|
|
13,509
|
|
|
13,418
|
|
|
13,306
|
|
|||
Sierra Acquisition, Inc.
|
|
Food & Beverage
|
|
6.02% (L + 3.50%)
|
|
11/11/2024
|
|
3,713
|
|
|
3,696
|
|
|
3,685
|
|
|||
SSH Group Holdings, Inc.
|
|
Education
|
|
6.77% (L + 4.25%)
|
|
7/30/2025
|
|
8,978
|
|
|
8,956
|
|
|
8,753
|
|
|||
Wirepath LLC
|
|
Distribution & Logistics
|
|
6.71% (L + 4.00%)
|
|
8/5/2024
|
|
14,963
|
|
|
14,963
|
|
|
14,738
|
|
|||
WP CityMD Bidco LLC
|
|
Healthcare Services
|
|
6.30% (L + 3.50%)
|
|
6/7/2024
|
|
10,823
|
|
|
10,801
|
|
|
10,620
|
|
|||
YI, LLC
|
|
Healthcare Services
|
|
6.80% (L + 4.00%)
|
|
11/7/2024
|
|
15,064
|
|
|
15,053
|
|
|
14,971
|
|
|||
Zywave, Inc.
|
|
Software
|
|
7.52% (L + 5.00%)
|
|
11/17/2022
|
|
17,150
|
|
|
17,091
|
|
|
17,150
|
|
|||
Total Funded Investments
|
|
|
|
|
|
|
|
$
|
342,719
|
|
|
$
|
341,269
|
|
|
$
|
336,914
|
|
Unfunded Investments - First lien
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Access CIG, LLC
|
|
Business Services
|
|
—
|
|
2/27/2019
|
|
$
|
1,108
|
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
CHA Holdings, Inc.
|
|
Business Services
|
|
—
|
|
10/10/2019
|
|
2,143
|
|
|
(11
|
)
|
|
(6
|
)
|
|||
Drilling Info Holdings, Inc.
|
|
Business Services
|
|
—
|
|
7/30/2020
|
|
1,230
|
|
|
(5
|
)
|
|
(10
|
)
|
|||
Ministry Brands, LLC
|
|
Software
|
|
—
|
|
10/18/2019
|
|
1,267
|
|
|
(6
|
)
|
|
—
|
|
|||
Premise Health Holding Corp.
|
|
Healthcare Services
|
|
—
|
|
7/10/2020
|
|
110
|
|
|
—
|
|
|
(1
|
)
|
|||
Total Unfunded Investments
|
|
|
|
|
|
|
|
$
|
5,858
|
|
|
$
|
(22
|
)
|
|
$
|
(45
|
)
|
Total Investments
|
|
|
|
|
|
|
|
$
|
348,577
|
|
|
$
|
341,247
|
|
|
$
|
336,869
|
|
|
(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, 2018
.
|
(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.
|
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:
|
December 31, 2018
|
|
December 31, 2017
|
||||
Investments at fair value (cost of $341,247 and $379,075, respectively)
|
$
|
336,869
|
|
|
$
|
382,534
|
|
Cash and other assets
|
7,620
|
|
|
8,065
|
|
||
Total assets
|
$
|
344,489
|
|
|
$
|
390,599
|
|
|
|
|
|
||||
Credit facility
|
$
|
243,170
|
|
|
$
|
266,270
|
|
Deferred financing costs
|
(1,374
|
)
|
|
(1,966
|
)
|
||
Payable for unsettled securities purchased
|
—
|
|
|
15,964
|
|
||
Distribution payable
|
3,250
|
|
|
3,500
|
|
||
Other liabilities
|
2,869
|
|
|
2,891
|
|
||
Total liabilities
|
247,915
|
|
|
286,659
|
|
||
|
|
|
|
||||
Members' capital
|
$
|
96,574
|
|
|
$
|
103,940
|
|
Total liabilities and members' capital
|
$
|
344,489
|
|
|
$
|
390,599
|
|
|
Year Ended December 31,
|
||||||||||
Selected Statement of Operations Information:
|
2018
|
|
2017
|
|
2016(1)
|
||||||
Interest income
|
$
|
24,654
|
|
|
$
|
22,551
|
|
|
$
|
7,463
|
|
Other income
|
199
|
|
|
351
|
|
|
572
|
|
|||
Total investment income
|
24,853
|
|
|
22,902
|
|
|
8,035
|
|
|||
|
|
|
|
|
|
||||||
Interest and other financing expenses
|
10,474
|
|
|
8,356
|
|
|
3,558
|
|
|||
Other expenses
|
681
|
|
|
697
|
|
|
650
|
|
|||
Total expenses
|
11,155
|
|
|
9,053
|
|
|
4,208
|
|
|||
Net investment income
|
13,698
|
|
|
13,849
|
|
|
3,827
|
|
|||
|
|
|
|
|
|
||||||
Net realized gains on investments
|
782
|
|
|
2,281
|
|
|
599
|
|
|||
Net change in unrealized (depreciation) appreciation of investments
|
(7,837
|
)
|
|
(822
|
)
|
|
4,281
|
|
|||
Net increase in members' capital
|
$
|
6,643
|
|
|
$
|
15,308
|
|
|
$
|
8,707
|
|
|
(1)
|
For the year ended
December 31, 2016
, amounts reported relate to the period from April 12, 2016 (commencement of operations) to
December 31, 2016
.
|
Balance Sheet:
|
December 31, 2018
|
|
December 31, 2017
|
||||
Current assets
|
$
|
99,062
|
|
|
$
|
86,105
|
|
Non-current assets
|
144,948
|
|
|
132,323
|
|
||
Total assets
|
$
|
244,010
|
|
|
$
|
218,428
|
|
|
|
|
|
||||
Current liabilities
|
$
|
35,837
|
|
|
$
|
52,872
|
|
Noncurrent liabilities
|
113,959
|
|
|
93,068
|
|
||
Total liabilities
|
$
|
149,796
|
|
|
$
|
145,940
|
|
Total equity
|
$
|
94,214
|
|
|
$
|
72,488
|
|
|
|
Year Ended December 31,
|
||||||||||
Summary of Operations:
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
$
|
315,526
|
|
|
$
|
284,823
|
|
|
$
|
279,929
|
|
Cost of goods sold
|
|
257,767
|
|
|
223,513
|
|
|
214,938
|
|
|||
Gross Profit
|
|
57,759
|
|
|
61,310
|
|
|
64,991
|
|
|||
|
|
|
|
|
|
|
||||||
Other expenses
|
|
59,702
|
|
|
57,110
|
|
|
51,708
|
|
|||
Net income from continuing operations before extraordinary items
|
|
(1,943
|
)
|
|
4,200
|
|
|
13,283
|
|
|||
Profit (loss) from discontinued operations
|
|
(223
|
)
|
|
(9,090
|
)
|
|
(9,801
|
)
|
|||
Net income (loss)
|
|
$
|
(2,166
|
)
|
|
$
|
(4,890
|
)
|
|
$
|
3,482
|
|
•
|
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
|
$
|
1,173,459
|
|
|
$
|
—
|
|
|
$
|
185,931
|
|
|
$
|
987,528
|
|
Second lien
|
662,556
|
|
|
—
|
|
|
355,741
|
|
|
306,815
|
|
||||
Subordinated
|
65,297
|
|
|
—
|
|
|
25,210
|
|
|
40,087
|
|
||||
Equity and other
|
440,641
|
|
|
—
|
|
|
—
|
|
|
440,641
|
|
||||
Total investments
|
$
|
2,341,953
|
|
|
$
|
—
|
|
|
$
|
566,882
|
|
|
$
|
1,775,071
|
|
|
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 (losses) gains on investments
|
(4,368
|
)
|
|
357
|
|
|
(14,704
|
)
|
|
—
|
|
|
9,979
|
|
|||||
Net change in unrealized (depreciation) appreciation of investments
|
(5,467
|
)
|
|
(4,466
|
)
|
|
(4,523
|
)
|
|
(3,752
|
)
|
|
7,274
|
|
|||||
Purchases, including capitalized PIK and revolver fundings(1)
|
970,532
|
|
|
634,700
|
|
|
150,896
|
|
|
21,817
|
|
|
163,119
|
|
|||||
Proceeds from sales and paydowns of investments(1)
|
(632,804
|
)
|
|
(278,371
|
)
|
|
(230,749
|
)
|
|
(5,079
|
)
|
|
(118,605
|
)
|
|||||
Transfers into Level III(2)
|
113,612
|
|
|
106,564
|
|
|
7,048
|
|
|
—
|
|
|
—
|
|
|||||
Transfers out of Level III(2)
|
(72,188
|
)
|
|
(27,953
|
)
|
|
(44,235
|
)
|
|
—
|
|
|
—
|
|
|||||
Fair value, December 31, 2018
|
$
|
1,775,071
|
|
|
$
|
987,528
|
|
|
$
|
306,815
|
|
|
$
|
40,087
|
|
|
$
|
440,641
|
|
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:
|
$
|
(1,032
|
)
|
|
$
|
(3,232
|
)
|
|
$
|
(4,064
|
)
|
|
$
|
(3,752
|
)
|
|
$
|
10,016
|
|
|
(1)
|
Includes reorganizations and restructurings.
|
(2)
|
As of
December 31, 2018
, the 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 reclassifications 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 (losses) gains on investments
|
(41,086
|
)
|
|
(13,848
|
)
|
|
(27,195
|
)
|
|
—
|
|
|
(43
|
)
|
|||||
Net change in unrealized appreciation (depreciation) of investments
|
39,690
|
|
|
12,326
|
|
|
31,897
|
|
|
(1,305
|
)
|
|
(3,228
|
)
|
|||||
Purchases, including capitalized PIK and revolver fundings (1)
|
740,395
|
|
|
284,239
|
|
|
256,932
|
|
|
3,753
|
|
|
195,471
|
|
|||||
Proceeds from sales and paydowns of investments (1)
|
(380,700
|
)
|
|
(229,144
|
)
|
|
(150,783
|
)
|
|
—
|
|
|
(773
|
)
|
|||||
Transfers into Level III(2)
|
39,902
|
|
|
—
|
|
|
39,902
|
|
|
—
|
|
|
—
|
|
|||||
Transfers out of Level III(2)
|
(59,325
|
)
|
|
(27,477
|
)
|
|
(31,848
|
)
|
|
—
|
|
|
—
|
|
|||||
Fair value, December 31, 2017
|
$
|
1,405,754
|
|
|
$
|
556,697
|
|
|
$
|
443,082
|
|
|
$
|
27,101
|
|
|
$
|
378,874
|
|
Unrealized appreciation (depreciation) for the period relating to those Level III assets that were still held by the Company at the end of the period:
|
$
|
1,478
|
|
|
$
|
2,115
|
|
|
$
|
4,163
|
|
|
$
|
(1,305
|
)
|
|
$
|
(3,495
|
)
|
|
(1)
|
Includes reorganizations and restructurings.
|
(2)
|
As of
December 31, 2017
, the portfolio investments were transferred into Level III from Level II or Level I and out of Level III into Level II at fair value as of the beginning of the period in which the reclassifications occurred.
|
|
|
|
|
|
|
|
Range
|
|||||||||
Type
|
Fair Value as of December 31, 2018
|
|
Approach
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted
Average |
|||||
First lien
|
$
|
797,985
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
2.0x
|
|
|
32.0x
|
|
|
12.1x
|
|
|
|
|
|
|
Revenue multiple
|
|
3.5x
|
|
|
6.5x
|
|
|
5.8x
|
|
||
|
|
|
|
|
|
Discount rate
|
|
7.0
|
%
|
|
15.3
|
%
|
|
9.6
|
%
|
|
|
129,837
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
59,706
|
|
|
Other
|
|
N/A(1)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Second lien
|
102,963
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
8.5x
|
|
|
15.0x
|
|
|
11.1x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.0
|
%
|
|
19.7
|
%
|
|
12.8
|
%
|
|
|
203,852
|
|
|
Market quote
|
|
Broker quote
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Subordinated
|
40,087
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
5.0x
|
|
|
13.0x
|
|
|
10.2x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
10.9
|
%
|
|
21.4
|
%
|
|
16.3
|
%
|
|
Equity and other
|
439,977
|
|
|
Market & income approach
|
|
EBITDA multiple
|
|
0.4x
|
|
|
18.0x
|
|
|
10.3x
|
|
|
|
|
|
|
|
|
Discount rate
|
|
6.5
|
%
|
|
25.8
|
%
|
|
13.5
|
%
|
|
|
664
|
|
|
Black Scholes analysis
|
|
Expected life in years
|
|
7.3
|
|
|
7.3
|
|
|
7.3
|
|
|
|
|
|
|
|
|
Volatility
|
|
37.9
|
%
|
|
37.9
|
%
|
|
37.9
|
%
|
|
|
|
|
|
|
|
Discount rate
|
|
2.9
|
%
|
|
2.9
|
%
|
|
2.9
|
%
|
|
|
$
|
1,775,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 Adjusted Net Investment Income does not exceed the hurdle rate of 2.0% (the "preferred return" or "hurdle").
|
•
|
100.0% of the Company's Pre-Incentive Fee Adjusted Net Investment Income with respect to that portion of such Pre-Incentive Fee Adjusted Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser. This portion of the Company's Pre-Incentive Fee Adjusted Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) is referred to as the "catch-up". The catch-up provision is intended to provide the Investment Adviser with an incentive fee of 20.0% on all of the Company's Pre-Incentive Fee Adjusted Net Investment Income as if a hurdle rate did not apply when the Company's Pre-Incentive Fee Adjusted Net Investment Income exceeds 2.5% in any calendar quarter.
|
•
|
20.0% of the amount of the Company's Pre-Incentive Fee Adjusted Net Investment Income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Management fee
|
$
|
38,530
|
|
|
$
|
32,694
|
|
|
$
|
27,551
|
|
Less: management fee waiver
|
(6,709
|
)
|
|
(5,642
|
)
|
|
(4,824
|
)
|
|||
Total management fee
|
31,821
|
|
|
27,052
|
|
|
22,727
|
|
|||
Incentive fee, excluding accrued capital gains incentive fees
|
$
|
26,508
|
|
|
$
|
25,101
|
|
|
$
|
22,011
|
|
Less: incentive fee waiver
|
—
|
|
|
(1,800
|
)
|
|
—
|
|
|||
Total incentive fee
|
26,508
|
|
|
23,301
|
|
|
22,011
|
|
|||
Accrued capital gains incentive fees(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
As of
December 31, 2018
,
December 31, 2017
and
December 31, 2016
, no actual capital gains incentive fee was owed under the Investment Management Agreement by the Company, as cumulative net Adjusted Realized Capital Gains did not exceed cumulative Adjusted Unrealized Capital Depreciation.
|
|
Year Ended
December 31, 2016 |
|
Stepped-up
Cost Basis
Adjustments
|
|
Adjusted
Year Ended December 31, 2016 |
||||||
Investment income
|
|
|
|
|
|
|
|
|
|||
Interest income(1)
|
$
|
147,425
|
|
|
$
|
(65
|
)
|
|
$
|
147,360
|
|
Total dividend income(2)
|
11,200
|
|
|
—
|
|
|
11,200
|
|
|||
Other income
|
9,459
|
|
|
—
|
|
|
9,459
|
|
|||
Total investment income(3)
|
168,084
|
|
|
(65
|
)
|
|
168,019
|
|
|||
Total expenses pre-incentive fee(4)
|
57,965
|
|
|
—
|
|
|
57,965
|
|
|||
Pre-Incentive Fee Net Investment Income
|
110,119
|
|
|
(65
|
)
|
|
110,054
|
|
|||
Incentive fee(5)
|
22,011
|
|
|
—
|
|
|
22,011
|
|
|||
Post-Incentive Fee Net Investment Income
|
88,108
|
|
|
(65
|
)
|
|
88,043
|
|
|||
Net realized losses on investments(6)
|
(16,717
|
)
|
|
(151
|
)
|
|
(16,868
|
)
|
|||
Net change in unrealized appreciation (depreciation) of investments(6)
|
40,131
|
|
|
216
|
|
|
40,347
|
|
|||
Net change in unrealized (depreciation) appreciation of securities purchased under collateralized agreements to resell
|
(486
|
)
|
|
—
|
|
|
(486
|
)
|
|||
Benefit for taxes
|
642
|
|
|
—
|
|
|
642
|
|
|||
Net increase in net assets resulting from operations
|
$
|
111,678
|
|
|
|
|
|
$
|
111,678
|
|
|
(1)
|
Includes
$4,270
in PIK interest from investments.
|
(2)
|
Includes
$3,178
in PIK dividends for investments.
|
(3)
|
Includes income from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
(4)
|
Includes expense waivers and reimbursements of
$725
and management fee waivers of
$4,824
.
|
(5)
|
For the year ended
December 31, 2016
, the Company incurred total incentive fees of
$22,011
, none of which was related to the capital gains incentive fee accrual on a hypothetical liquidation basis.
|
(6)
|
Includes net realized gains (losses) on investments and net change in unrealized appreciation (depreciation) of investments from non-controlled/non-affiliated investments, non-controlled/affiliated investments and controlled investments.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
16,062
|
|
|
$
|
11,612
|
|
|
$
|
9,546
|
|
Non-usage fee
|
$
|
610
|
|
|
$
|
749
|
|
|
$
|
772
|
|
Amortization of financing costs
|
$
|
2,519
|
|
|
$
|
1,780
|
|
|
$
|
1,615
|
|
Weighted average interest rate
|
4.2
|
%
|
|
3.3
|
%
|
|
2.8
|
%
|
|||
Effective interest rate
|
5.0
|
%
|
|
4.1
|
%
|
|
3.5
|
%
|
|||
Average debt outstanding
|
$
|
384,433
|
|
|
$
|
345,174
|
|
|
$
|
341,055
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
5,408
|
|
|
$
|
2,010
|
|
|
$
|
2,011
|
|
Non-usage fee
|
$
|
93
|
|
|
$
|
257
|
|
|
$
|
183
|
|
Amortization of financing costs
|
$
|
480
|
|
|
$
|
391
|
|
|
$
|
378
|
|
Weighted average interest rate
|
4.6
|
%
|
|
3.6
|
%
|
|
3.0
|
%
|
|||
Effective interest rate
|
5.1
|
%
|
|
4.8
|
%
|
|
3.8
|
%
|
|||
Average debt outstanding
|
$
|
117,719
|
|
|
$
|
54,853
|
|
|
$
|
66,876
|
|
|
Year Ended December 31,
|
||||||||||
|
2018(1)
|
|
2017(2)
|
|
2016(2)
|
||||||
Interest expense
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-usage fee
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of financing costs
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted average interest rate
|
5.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Effective interest rate
|
6.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average debt outstanding
|
$
|
49,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
For the year ended December 31, 2018, amounts reported relate to the period from December 14, 2018 (commencement of the DB Credit Facility) to December 31, 2018.
|
(2)
|
Not applicable as the DB Credit Facility commenced on December 14, 2018.
|
|
2014 Convertible Notes
|
|
2018 Convertible Notes
|
||||
Initial conversion premium
|
12.5
|
%
|
|
10.0
|
%
|
||
Initial conversion rate(1)
|
62.7746
|
|
|
65.8762
|
|
||
Initial conversion price
|
$
|
15.93
|
|
|
$
|
15.18
|
|
Conversion premium at December 31, 2018
|
11.7
|
%
|
|
10.0
|
%
|
||
Conversion rate at December 31, 2018(1)(2)
|
63.2794
|
|
|
65.8762
|
|
||
Conversion price at December 31, 2018(2)(3)
|
$
|
15.80
|
|
|
$
|
15.18
|
|
Last conversion price calculation date
|
June 3, 2018
|
|
|
August 20, 2018
|
|
|
(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
December 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.
|
|
Year Ended December 31,
|
||||||||||
|
2018(1)
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
10,169
|
|
|
$
|
7,763
|
|
|
$
|
6,259
|
|
Amortization of financing costs
|
$
|
1,268
|
|
|
$
|
1,190
|
|
|
$
|
859
|
|
Amortization of premium
|
$
|
(111
|
)
|
|
$
|
(111
|
)
|
|
$
|
(28
|
)
|
Weighted average interest rate
|
5.2
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|||
Effective interest rate
|
5.7
|
%
|
|
5.7
|
%
|
|
5.7
|
%
|
|||
Average debt outstanding
|
$
|
197,058
|
|
|
$
|
155,250
|
|
|
$
|
125,227
|
|
|
(1)
|
For the year ended December 31, 2018, amounts reported include interest and amortization of financing costs related to the 2018 Convertible Notes for the period from August 20, 2018 (issuance of the 2018 Convertible Notes) to December 31, 2018.
|
|
Year Ended December 31,
|
||||||||||
|
2018(1)
|
|
2017(2)
|
|
2016(3)
|
||||||
Interest expense
|
$
|
13,533
|
|
|
$
|
6,098
|
|
|
$
|
2,271
|
|
Amortization of financing costs
|
$
|
818
|
|
|
$
|
493
|
|
|
$
|
202
|
|
Weighted average interest rate
|
5.1
|
%
|
|
5.2
|
%
|
|
5.3
|
%
|
|||
Effective interest rate
|
5.4
|
%
|
|
5.6
|
%
|
|
5.8
|
%
|
|||
Average debt outstanding
|
$
|
266,296
|
|
|
$
|
117,877
|
|
|
$
|
65,500
|
|
|
(1)
|
For the year ended December 31, 2018, amounts reported include interest and amortization of financing costs related to the 2018A Unsecured Notes for the period from January 30, 2018 (issuance of the 2018A Unsecured Notes) to December 31, 2018, the 2018B Unsecured Notes for the period from July 5, 2018 (issuance of the 2018B Unsecured Notes) to December 31, 2018 and the 5.75% Unsecured Notes for the period from September 25, 2018 (issuance of the 5.75% Unsecured Notes) to December 31, 2018.
|
(2)
|
For the year ended
December 31, 2017
, amounts reported include interest and amortization of financing costs related to the 2017A Unsecured Notes for the period from June 30, 2017 (issuance of the 2017A Unsecured Notes) to
December 31, 2017
.
|
(3)
|
For the year ended
December 31, 2016
amounts reported include interest and amortization of financing costs for the period from May 6, 2016 (issuance of the 2016 Unsecured Notes) to
December 31, 2016
.
|
Issuance Date
|
|
Maturity Date
|
|
Debenture Amount
|
|
Interest Rate
|
|
SBA Annual Charge
|
||||
Fixed SBA-guaranteed debentures(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
%
|
|
Fixed SBA-guaranteed debentures(2):
|
|
|
|
|
|
|
|
|
||||
September 19, 2018
|
|
September 1, 2028
|
|
15,000
|
|
|
3.548
|
%
|
|
0.222
|
%
|
|
Total SBA-guaranteed debentures
|
|
|
|
$
|
165,000
|
|
|
|
|
|
|
|
|
(1)
|
SBA-guaranteed debentures are held in SBIC I.
|
(2)
|
SBA-guaranteed debentures are held in SBIC II.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
5,124
|
|
|
$
|
4,160
|
|
|
$
|
3,758
|
|
Amortization of financing costs
|
$
|
530
|
|
|
$
|
444
|
|
|
$
|
403
|
|
Weighted average interest rate
|
3.2
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|||
Effective interest rate
|
3.6
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|||
Average debt outstanding
|
$
|
158,471
|
|
|
$
|
132,572
|
|
|
$
|
119,819
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Undistributed net investment income
|
$
|
20,166
|
|
|
$
|
35,793
|
|
|
$
|
(1,435
|
)
|
Distributions in excess of net realized gains
|
—
|
|
|
—
|
|
|
(21,572
|
)
|
|||
Additional paid-in-capital
|
(20,166
|
)
|
|
(35,793
|
)
|
|
23,007
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Ordinary income (non-qualified)
|
$
|
51,573
|
|
|
$
|
72,150
|
|
|
$
|
79,415
|
|
Ordinary income (qualified)
|
35,000
|
|
|
—
|
|
|
—
|
|
|||
Capital gains
|
—
|
|
|
—
|
|
|
—
|
|
|||
Return of capital
|
16,815
|
|
|
28,755
|
|
|
9,349
|
|
|||
Total
|
$
|
103,388
|
|
|
$
|
100,905
|
|
|
$
|
88,764
|
|
|
December 31, 2018(1)
|
|
December 31, 2017(1)
|
||||
Tax cost
|
$
|
2,330,134
|
|
|
$
|
1,799,563
|
|
Gross unrealized appreciation on investments
|
79,589
|
|
|
63,167
|
|
||
Gross unrealized depreciation on investments
|
(44,262
|
)
|
|
(11,858
|
)
|
||
Total investments at fair value
|
$
|
2,365,461
|
|
|
$
|
1,850,872
|
|
|
(1)
|
Includes securities purchased under collateralized agreement to resell.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Accumulated capital gains (capital loss carryforwards)
|
$
|
(66,505
|
)
|
|
$
|
(70,701
|
)
|
|
$
|
(39,517
|
)
|
Other temporary differences
|
12,551
|
|
|
11,521
|
|
|
2,072
|
|
|||
Undistributed ordinary income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized (appreciation) depreciation
|
23,834
|
|
|
39,928
|
|
|
(26,093
|
)
|
|||
Total
|
$
|
(30,120
|
)
|
|
$
|
(19,252
|
)
|
|
$
|
(63,538
|
)
|
|
Year Ended December 31,
|
||||||||||
(unaudited)
|
2018
|
|
2017
|
|
2016
|
||||||
Distributions per share
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
Ordinary dividends
|
83.74
|
%
|
|
71.50
|
%
|
|
89.46
|
%
|
|||
Long-term capital gains
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Qualified dividend income
|
33.85
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Dividends received deduction
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Interest-related dividends(1)
|
76.77
|
%
|
|
92.59
|
%
|
|
89.78
|
%
|
|||
Qualified short-term capital gains(1)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Return of capital
|
16.26
|
%
|
|
28.50
|
%
|
|
10.54
|
%
|
|
|
Common Stock
|
|
Treasury Stock at Cost
|
|
Paid in
Capital in Excess of Par
|
|
Accumulated Undistributed
Net Investment
Income
|
|
Accumulated
Undistributed
Net Realized
Gains (Losses)
|
|
Net
Unrealized
Appreciation
(Depreciation)
|
|
Total
Net Assets
|
|||||||||||||||||
|
Shares
|
|
Par Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2015
|
64,005,387
|
|
|
$
|
640
|
|
|
$
|
—
|
|
|
$
|
899,713
|
|
|
$
|
4,164
|
|
|
$
|
1,342
|
|
|
$
|
(68,951
|
)
|
|
$
|
836,908
|
|
Issuances of common stock
|
5,750,000
|
|
|
58
|
|
|
—
|
|
|
79,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,063
|
|
|||||||
Repurchases of common stock
|
(248,499
|
)
|
|
—
|
|
|
(2,948
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,948
|
)
|
|||||||
Reissuance of common stock
|
210,926
|
|
|
—
|
|
|
2,488
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,953
|
|
|||||||
Deferred offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(328
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(328
|
)
|
|||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,764
|
)
|
|
—
|
|
|
—
|
|
|
(88,764
|
)
|
|||||||
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,108
|
|
|
(16,717
|
)
|
|
40,287
|
|
|
111,678
|
|
|||||||
Tax reclassifications related to return of capital distributions (See Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
23,007
|
|
|
(1,435
|
)
|
|
(21,572
|
)
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2016
|
69,717,814
|
|
|
$
|
698
|
|
|
$
|
(460
|
)
|
|
$
|
1,001,862
|
|
|
$
|
2,073
|
|
|
$
|
(36,947
|
)
|
|
$
|
(28,664
|
)
|
|
$
|
938,562
|
|
Issuances of common stock
|
6,179,706
|
|
|
61
|
|
|
—
|
|
|
87,552
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,613
|
|
|||||||
Reissuance of common stock
|
37,573
|
|
|
—
|
|
|
460
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|||||||
Deferred offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,905
|
)
|
|
—
|
|
|
—
|
|
|
(100,905
|
)
|
|||||||
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,204
|
|
|
(39,734
|
)
|
|
46,928
|
|
|
109,398
|
|
|||||||
Tax reclassifications related to return of capital distributions (See Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,793
|
)
|
|
35,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2017
|
75,935,093
|
|
|
$
|
759
|
|
|
$
|
—
|
|
|
$
|
1,053,468
|
|
|
$
|
39,165
|
|
|
$
|
(76,681
|
)
|
|
$
|
18,264
|
|
|
$
|
1,034,975
|
|
Issuances of common stock
|
171,279
|
|
|
2
|
|
|
—
|
|
|
2,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,329
|
|
|||||||
Distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103,388
|
)
|
|
—
|
|
|
—
|
|
|
(103,388
|
)
|
|||||||
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,032
|
|
|
(9,657
|
)
|
|
(24,022
|
)
|
|
72,353
|
|
|||||||
Tax reclassifications related to return of capital distributions (See Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,166
|
)
|
|
20,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2018
|
76,106,372
|
|
|
$
|
761
|
|
|
$
|
—
|
|
|
$
|
1,035,629
|
|
|
$
|
61,975
|
|
|
$
|
(86,338
|
)
|
|
$
|
(5,758
|
)
|
|
$
|
1,006,269
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per share—basic
|
|
|
|
|
|
|
|
|
|||
Numerator for basic earnings per share:
|
$
|
72,353
|
|
|
$
|
109,398
|
|
|
$
|
111,678
|
|
Denominator for basic weighted average share:
|
76,022,375
|
|
|
74,171,268
|
|
|
64,918,191
|
|
|||
Basic earnings per share:
|
$
|
0.95
|
|
|
$
|
1.47
|
|
|
$
|
1.72
|
|
Earnings per share—diluted
|
|
|
|
|
|
|
|
|
|||
Numerator for increase in net assets per share
|
$
|
72,353
|
|
|
$
|
109,398
|
|
|
$
|
111,678
|
|
Adjustment for interest on Convertible Notes and incentive fees, net
|
8,135
|
|
|
6,210
|
|
|
5,007
|
|
|||
Numerator for diluted earnings per share:
|
$
|
80,488
|
|
|
$
|
115,608
|
|
|
$
|
116,685
|
|
Denominator for basic weighted average share
|
76,022,375
|
|
|
74,171,268
|
|
|
64,918,191
|
|
|||
Adjustment for dilutive effect of Convertible Notes
|
12,605,366
|
|
|
9,824,127
|
|
|
7,945,196
|
|
|||
Denominator for diluted weighted average share
|
88,627,741
|
|
|
83,995,395
|
|
|
72,863,387
|
|
|||
Diluted earnings per share
|
$
|
0.91
|
|
|
$
|
1.38
|
|
|
$
|
1.60
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Per share data(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net asset value at the beginning of the period
|
$
|
13.63
|
|
|
$
|
13.46
|
|
|
$
|
13.08
|
|
|
$
|
13.83
|
|
|
$
|
14.38
|
|
Net investment income
|
1.39
|
|
|
1.38
|
|
|
1.36
|
|
|
1.38
|
|
|
1.10
|
|
|||||
Net realized and unrealized (losses) gains(2)
|
(0.44
|
)
|
|
0.15
|
|
|
0.38
|
|
|
(0.77
|
)
|
|
(0.80
|
)
|
|||||
Net increase (decrease) in net assets resulting from operations allocated from NMF Holdings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net investment income(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.44
|
|
|||||
Net realized and unrealized gains (losses)(2)(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.19
|
|
|||||
Total net increase
|
0.95
|
|
|
1.53
|
|
|
1.74
|
|
|
0.61
|
|
|
0.93
|
|
|||||
Distributions declared to stockholders from net investment income
|
(1.36
|
)
|
|
(1.36
|
)
|
|
(1.36
|
)
|
|
(1.36
|
)
|
|
(1.36
|
)
|
|||||
Distributions declared to stockholders from net realized gains
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.12
|
)
|
|||||
Net asset value at the end of the period
|
$
|
13.22
|
|
|
$
|
13.63
|
|
|
$
|
13.46
|
|
|
$
|
13.08
|
|
|
$
|
13.83
|
|
Per share market value at the end of the period
|
$
|
12.58
|
|
|
$
|
13.55
|
|
|
$
|
14.10
|
|
|
$
|
13.02
|
|
|
$
|
14.94
|
|
Total return based on market value(4)
|
2.70
|
%
|
|
5.54
|
%
|
|
19.68
|
%
|
|
(4.00
|
)%
|
|
9.66
|
%
|
|||||
Total return based on net asset value(5)
|
7.16
|
%
|
|
11.77
|
%
|
|
13.98
|
%
|
|
4.32
|
%
|
|
6.56
|
%
|
|||||
Shares outstanding at end of period
|
76,106,372
|
|
|
75,935,093
|
|
|
69,717,814
|
|
|
64,005,387
|
|
|
57,997,890
|
|
|||||
Average weighted shares outstanding for the period
|
76,022,375
|
|
|
74,171,268
|
|
|
64,918,191
|
|
|
59,715,290
|
|
|
51,846,164
|
|
|||||
Average net assets for the period
|
$
|
1,026,313
|
|
|
$
|
1,011,562
|
|
|
$
|
863,193
|
|
|
$
|
832,805
|
|
|
$
|
749,732
|
|
Ratio to average net assets(6):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net investment income
|
10.33
|
%
|
|
10.10
|
%
|
|
10.21
|
%
|
|
9.91
|
%
|
|
10.68
|
%
|
|||||
Total expenses, before waivers/reimbursements
|
12.90
|
%
|
|
10.23
|
%
|
|
9.91
|
%
|
|
9.28
|
%
|
|
7.65
|
%
|
|||||
Total expenses, net of waivers/reimbursements
|
12.22
|
%
|
|
9.45
|
%
|
|
9.27
|
%
|
|
8.57
|
%
|
|
7.41
|
%
|
|
(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)
|
Includes the accretive effect of common stock issuances per share, which for the years ended
December 31, 2018
,
December 31, 2017
,
December 31, 2016
,
December 31, 2015
and
December 31, 2014
were
$0.00
,
$0.05
,
$0.02
,
$0.06
and
$0.05
, respectively.
|
(3)
|
For the year ended
December 31, 2014
, per share data is based on the summation of the per share results of operations items over the outstanding shares for the period in which the respective line items were realized or earned.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
Ratio to average net assets for the year ended
December 31, 2014
is based on the summation of the results of operations items over the net assets for the period in which the respective line items were realized or earned. For the year ended
December 31, 2014
, the Company is reflecting its net investment income and expenses as well as its proportionate share of the Predecessor Operating Company's net investment income and expenses.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Average debt outstanding—Holdings Credit Facility(1)
|
$
|
384,433
|
|
|
$
|
345,174
|
|
|
$
|
341,055
|
|
|
$
|
394,945
|
|
|
$
|
243,693
|
|
Average debt outstanding—SLF Credit Facility(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208,377
|
|
|||||
Average debt outstanding—Convertible Notes(3)
|
197,058
|
|
|
155,250
|
|
|
125,227
|
|
|
115,000
|
|
|
115,000
|
|
|||||
Average debt outstanding—SBA-guaranteed debentures(4)
|
158,471
|
|
|
132,572
|
|
|
119,819
|
|
|
71,921
|
|
|
29,167
|
|
|||||
Average debt outstanding—Unsecured Notes(5)
|
266,296
|
|
|
117,877
|
|
|
65,500
|
|
|
—
|
|
|
—
|
|
|||||
Average debt outstanding—NMFC Credit Facility(6)
|
117,719
|
|
|
54,853
|
|
|
66,876
|
|
|
60,477
|
|
|
11,227
|
|
|||||
Average debt outstanding—DB Credit Facility(7)
|
49,833
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Average debt outstanding—NMNLC Credit Facility(8)
|
3,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Asset coverage ratio(9)
|
181.37
|
%
|
|
240.76
|
%
|
|
259.34
|
%
|
|
234.05
|
%
|
|
226.70
|
%
|
|||||
Portfolio turnover(10)
|
36.75
|
%
|
|
41.98
|
%
|
|
36.07
|
%
|
|
33.93
|
%
|
|
29.51
|
%
|
|
(1)
|
For the year ended December 31, 2014, average debt outstanding represents the Company's average debt outstanding as well as the Company's proportionate share of the Predecessor Operating Company's average debt outstanding. The average debt outstanding for the year ended December 31, 2014 at the Holdings Credit Facility was $244,598.
|
(2)
|
For the year ended December 31, 2014, average debt outstanding represents the Company's average debt outstanding as well as the Company's proportionate share of the Predecessor Operating Company's average debt outstanding for the period January 1, 2014 to December 17, 2014 (date of SLF Credit Facility merger with and into the Holdings Credit Facility). The average debt outstanding for the period January 1, 2014 to December 17, 2014 at the SLF Credit Facility was $209,333.
|
(3)
|
For the year ended December 31, 2014, average debt outstanding represents the period from June 3, 2014 (issuance of the 2014 Convertible Notes) to December 31, 2014.
|
(4)
|
For the year ended December 31, 2014, average debt outstanding represents the period from November 17, 2014 (date of initial SBA-guaranteed debenture borrowing) to December 31, 2014.
|
(5)
|
For the year ended December 31, 2016, average debt outstanding represents the period from May 6, 2016 (issuance of the 2016 Unsecured Notes) to December 31, 2016.
|
(6)
|
For the year ended December 31, 2014, average debt outstanding represents the period from June 4, 2014 (commencement of the NMFC Credit Facility) to December 31, 2014.
|
(7)
|
For the year ended December 31, 2018, average debt outstanding represents the period from December 14, 2018 (commencement of the DB Credit Facility) to December 31, 2018.
|
(8)
|
For the year ended December 31, 2018, average debt outstanding represents the period from September 21, 2018 (commencement of the NMNLC Credit Facility) to December 31, 2018.
|
(9)
|
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.
|
(10)
|
For the year ended December 31, 2014, portfolio turnover represents the investment activity of the Predecessor Operating Company and the Company.
|
|
Total Investment Income
|
|
Net Investment Income
|
|
Total Net Realized Gains (Losses) and Net Changes in Unrealized Appreciation (Depreciation) of Investments(1)
|
|
Net Increase (Decrease)
in Net Assets Resulting
from Operations
|
||||||||||||||||||||||||
Quarter Ended
|
Total
|
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
|
Per Share
|
||||||||||||||||
December 31, 2018
|
$
|
63,509
|
|
|
$
|
0.83
|
|
|
$
|
27,458
|
|
|
$
|
0.36
|
|
|
$
|
(28,842
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(1,384
|
)
|
|
$
|
(0.02
|
)
|
September 30, 2018
|
60,469
|
|
|
0.79
|
|
|
27,117
|
|
|
0.35
|
|
|
(357
|
)
|
|
—
|
|
|
26,760
|
|
|
0.35
|
|
||||||||
June 30, 2018
|
54,598
|
|
|
0.72
|
|
|
25,721
|
|
|
0.34
|
|
|
(2,588
|
)
|
|
(0.03
|
)
|
|
23,133
|
|
|
0.31
|
|
||||||||
March 31, 2018
|
52,889
|
|
|
0.70
|
|
|
25,736
|
|
|
0.34
|
|
|
(1,892
|
)
|
|
(0.03
|
)
|
|
23,844
|
|
|
0.31
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2017
|
$
|
53,244
|
|
|
$
|
0.70
|
|
|
$
|
26,683
|
|
|
$
|
0.35
|
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
26,877
|
|
|
$
|
0.35
|
|
September 30, 2017
|
51,236
|
|
|
0.68
|
|
|
26,292
|
|
|
0.35
|
|
|
(1,516
|
)
|
|
(0.02
|
)
|
|
24,776
|
|
|
0.33
|
|
||||||||
June 30, 2017
|
50,019
|
|
|
0.66
|
|
|
25,798
|
|
|
0.34
|
|
|
1,530
|
|
|
0.02
|
|
|
27,328
|
|
|
0.36
|
|
||||||||
March 31, 2017
|
43,307
|
|
|
0.62
|
|
|
23,431
|
|
|
0.34
|
|
|
6,986
|
|
|
0.10
|
|
|
30,417
|
|
|
0.44
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2016
|
$
|
43,784
|
|
|
$
|
0.64
|
|
|
$
|
22,980
|
|
|
$
|
0.34
|
|
|
$
|
10,875
|
|
|
$
|
0.16
|
|
|
$
|
33,855
|
|
|
$
|
0.50
|
|
September 30, 2016
|
41,834
|
|
|
0.66
|
|
|
21,729
|
|
|
0.34
|
|
|
3,350
|
|
|
0.05
|
|
|
25,079
|
|
|
0.39
|
|
||||||||
June 30, 2016
|
41,490
|
|
|
0.65
|
|
|
21,832
|
|
|
0.34
|
|
|
22,861
|
|
|
0.36
|
|
|
44,693
|
|
|
0.70
|
|
||||||||
March 31, 2016
|
40,976
|
|
|
0.64
|
|
|
21,567
|
|
|
0.34
|
|
|
(13,516
|
)
|
|
(0.21
|
)
|
|
8,051
|
|
|
0.13
|
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Report of Management on Internal Control Over Financial Reporting
|
(c)
|
Attestation Report of the Registered Public Accounting Firm.
|
(a)
|
Documents Filed as Part of this Report
|
(b)
|
Exhibits
|
Exhibit Number
|
|
Description
|
|
3.1(a)
|
|
|
|
3.1(b)
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
Exhibit Number
|
|
Description
|
|
10.17
|
|
|
|
10.18
|
|
|
|
10.19
|
|
|
|
10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
10.23
|
|
|
|
10.24
|
|
|
|
10.25
|
|
|
|
10.26
|
|
|
|
10.27
|
|
|
|
10.28
|
|
|
|
10.29
|
|
|
|
10.30
|
|
|
|
10.31
|
|
|
|
14.1
|
|
|
|
21.1
|
|
|
Subsidiaries of New Mountain Finance Corporation:
|
|
|
|
New Mountain Finance Holdings, L.L.C. (Delaware)
|
|
|
|
NMF Ancora Holdings, Inc. (Delaware)
|
|
|
NMF QID NGL Holdings, Inc. (Delaware)
|
|
|
|
|
NMF YP Holdings, Inc. (Delaware)
|
|
|
New Mountain Finance DB, L.L.C. (Delaware)
|
|
|
|
|
New Mountain Finance Servicing, L.L.C. (Delaware)
|
|
|
|
New Mountain Finance SBIC G.P., L.L.C. (Delaware)
|
|
|
New Mountain Finance SBIC II G.P., L.L.C. (Delaware)
|
|
|
|
|
New Mountain Finance SBIC, L.P. (Delaware)
|
|
|
New Mountain Finance SBIC II, L.P. (Delaware)
|
|
31.1
|
|
|
Exhibit Number
|
|
Description
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
(1)
|
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Pre-Effective Amendment No. 3 (File Nos. 333-168280 and 333-172503) filed on May 9, 2011.
|
(2)
|
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on August 11, 2011.
|
(3)
|
Previously filed in connection with New Mountain Finance Corporation and New Mountain Finance AIV Holdings Corporation report on Form 8-K filed on August 25, 2011.
|
(4)
|
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on November 14, 2011.
|
(5)
|
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 2 (File Nos. 333-189706 and 333-189707) filed on April 11, 2014.
|
(6)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on May 8, 2014.
|
(7)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 4, 2014.
|
(8)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 10, 2014.
|
(9)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on January 5, 2015.
|
(10)
|
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 5, 2015.
|
(11)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on June 30, 2015.
|
(12)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on March 29, 2016.
|
(13)
|
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 4, 2016.
|
(14)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on October 3, 2016.
|
(15)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on July 3, 2017.
|
(16)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on February 5, 2018.
|
(17)
|
Previously filed in connection with New Mountain Finance Corporation’s annual report on Form 10-K filed on February 28, 2018.
|
(18)
|
Previously filed in connection with New Mountain Finance Corporation's quarterly report on Form 10-Q filed on May 7, 2018.
|
(19)
|
Previously filed in connection with New Mountain Finance Corporation’s report on Form 8-K filed on July 11, 2018.
|
(20)
|
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 3 (File No. 333-218040) filed on August 20, 2018.
|
(21)
|
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 4 (File No. 333-218040) filed on September 25, 2018.
|
(22)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on November 27, 2018.
|
(23)
|
Previously filed in connection with New Mountain Finance Corporation's report on Form 8-K filed on December 19, 2018.
|
(24)
|
Previously filed in connection with New Mountain Finance Corporation's registration statement on Form N-2 Post-Effective Amendment No. 5 (File No. 333-218040) filed on February 13, 2019.
|
|
NEW MOUNTAIN FINANCE CORPORATION
|
||
|
By:
|
|
/s/ ROBERT A. HAMWEE
|
|
|
|
Robert A. Hamwee
Chief Executive Officer
(Principal Executive Officer)
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ ROBERT A. HAMWEE
|
|
Chief Executive Officer (Principal Executive Officer), and Director
|
|
February 27, 2019
|
|
|
Robert A. Hamwee
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ SHIRAZ Y. KAJEE
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 27, 2019
|
|
|
Shiraz Y. Kajee
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ STEVEN B. KLINSKY
|
|
Chairman of the Board of Directors
|
|
February 27, 2019
|
|
|
Steven B. Klinsky
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ ADAM B. WEINSTEIN
|
|
Executive Vice President, Chief Administrative Officer and Director
|
|
February 27, 2019
|
|
|
Adam B. Weinstein
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ ROME G. ARNOLD III
|
|
Director
|
|
February 27, 2019
|
|
|
Rome G. Arnold III
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ ALFRED F. HURLEY, JR.
|
|
Director
|
|
February 27, 2019
|
|
|
Alfred F. Hurley, Jr.
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ DAVID OGENS
|
|
Director
|
|
February 27, 2019
|
|
|
David Ogens
|
|
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ KURT J. WOLFGRUBER
|
|
Director
|
|
February 27, 2019
|
|
|
Kurt J. Wolfgruber
|
|
|
By:
|
/s/ Shiraz Kajee
|
By:
|
/s/ Ryan Durkin
|
By:
|
/s/ Joseph L. Sooter, Jr.
|
By:
|
/s/ Emanuel Ma
|
1.
|
I have reviewed this annual report on Form 10-K 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 registrant, including its 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 annual report on Form 10-K 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 registrant, including its 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:
|
February 27, 2019
|
(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:
|
February 27, 2019
|