UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2020
or
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 814-00998
Goldman Sachs BDC, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware |
46-2176593 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
|
|
|
200 West Street, New York, New York |
10282 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 902-0300
Not Applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock, par value $0.001 per share |
|
GSBD |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☐ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer: |
X |
Accelerated filer: |
☐ |
Non-accelerated filer: |
☐ |
Smaller reporting company: |
☐ |
|
Emerging growth company: |
☐ |
|
|
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO X
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 10, 2020 was 40,448,044.
|
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|
INDEX |
PAGE |
|
|
3 |
|
|
PART I |
4 |
|
|
ITEM 1. |
4 |
|
|
|
4 |
|
|
|
5 |
|
|
|
6 |
|
|
|
7 |
|
|
|
Consolidated Schedules of Investments as of June 30, 2020 (Unaudited) and December 31, 2019 |
8 |
|
|
20 |
|
|
ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
44 |
|
ITEM 3. |
59 |
|
|
ITEM 4. |
59 |
|
|
|
|
|
|
PART II |
60 |
|
|
ITEM 1. |
60 |
|
|
ITEM 1A. |
60 |
|
|
ITEM 2. |
66 |
|
|
ITEM 3. |
66 |
|
|
ITEM 4. |
66 |
|
|
ITEM 5. |
66 |
|
|
ITEM 6. |
67 |
|
|
|
|
|
|
68 |
||
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019 and our quarterly report on Form 10-Q for the quarter ended March 31, 2020, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
|
|
• |
our future operating results; |
|
|
• |
the impact of the novel coronavirus (“COVID-19”) pandemic on our business and our portfolio companies, including our and their ability to access capital and liquidity; |
|
|
• |
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the current COVID-19 pandemic; |
|
|
• |
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, including the effect of the current COVID-19 pandemic; |
|
|
• |
our business prospects and the prospects of our portfolio companies; |
|
|
• |
the impact of investments that we expect to make; |
|
|
• |
the impact of increased competition; |
|
|
• |
our contractual arrangements and relationships with third parties; |
|
|
• |
the dependence of our future success on the general economy and its impact on the industries in which we invest; |
|
|
• |
the ability of our current and prospective portfolio companies to achieve their objectives; |
|
|
• |
the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser (the “Investment Adviser”) of the Company; |
|
|
• |
the use of borrowed money to finance a portion of our investments; |
|
|
• |
our ability to make distributions; |
|
|
• |
the adequacy of our cash resources and working capital; |
|
|
• |
changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”); |
|
|
• |
the timing of cash flows, if any, from the operations of our portfolio companies; |
|
|
• |
the impact of future acquisitions and divestitures; |
|
|
• |
the effect of changes in tax laws and regulations and interpretations thereof; |
|
|
• |
our ability to maintain our status as a BDC and a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”); |
|
|
• |
actual and potential conflicts of interest with the Investment Adviser and its affiliates; |
|
|
• |
general price and volume fluctuations in the stock market; |
|
|
• |
the ability of the Investment Adviser to attract and retain highly talented professionals; |
|
|
• |
the impact on our business from new or amended legislation or regulations; |
|
|
• |
the availability of credit and/or our ability to access the equity and capital markets; |
|
|
• |
currency fluctuations, particularly to the extent that we receive payments denominated in currency other than U.S. dollars; |
|
|
• |
the ability of the parties to consummate the Merger (as defined below) on the expected timeline, or at all; |
|
|
• |
the ability to realize the anticipated benefits of the proposed Merger; |
|
|
• |
the effects of disruption on our business from the proposed Merger; |
|
|
• |
the effect that the announcement or consummation of the proposed Merger may have on the trading price of our common stock; |
|
|
• |
the combined company’s plans, expectations, objectives and intentions, as a result of the Merger; and |
|
|
• |
any potential termination of the Amended and Restated Merger Agreement (as defined below) or action of our stockholders or the stockholders of Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) with respect to any proposed transaction. |
3
Goldman Sachs BDC, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
|
|
|
June 30, 2020 (Unaudited) |
|
|
December 31, 2019 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Investments, at fair value |
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments (cost of $1,364,946 and $1,338,268) |
|
$ |
1,283,565 |
|
|
$ |
1,298,133 |
|
|
Non-controlled affiliated investments (cost of $83,410 and $83,460) |
|
|
94,492 |
|
|
|
82,580 |
|
|
Controlled affiliated investments (cost of $85,603 and $88,119) |
|
|
46,410 |
|
|
|
73,539 |
|
|
Investments in affiliated money market fund (cost of $89,470 and $—) |
|
|
89,470 |
|
|
|
— |
|
|
Cash |
|
|
16,318 |
|
|
|
9,409 |
|
|
Receivable for investments sold |
|
|
153 |
|
|
|
93 |
|
|
Unrealized appreciation on foreign currency forward contracts |
|
|
33 |
|
|
|
32 |
|
|
Interest and dividends receivable |
|
|
8,406 |
|
|
|
5,702 |
|
|
Deferred financing costs |
|
|
8,618 |
|
|
|
4,427 |
|
|
Deferred offering costs |
|
|
— |
|
|
|
276 |
|
|
Other assets |
|
|
3,139 |
|
|
|
1,084 |
|
|
Total assets |
|
$ |
1,550,604 |
|
|
$ |
1,475,275 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Debt (net of debt issuance costs of $9,229 and $3,680) |
|
$ |
909,263 |
|
|
$ |
769,727 |
|
|
Interest and other debt expenses payable |
|
|
7,659 |
|
|
|
2,304 |
|
|
Management fees payable |
|
|
1,467 |
|
|
|
3,653 |
|
|
Incentive fees payable |
|
|
— |
|
|
|
1,850 |
|
|
Distribution payable |
|
|
18,181 |
|
|
|
18,165 |
|
|
Directors’ fees payable |
|
|
135 |
|
|
|
— |
|
|
Accrued offering costs |
|
|
— |
|
|
|
28 |
|
|
Accrued expenses and other liabilities |
|
|
2,403 |
|
|
|
3,423 |
|
|
Total liabilities |
|
$ |
939,108 |
|
|
$ |
799,150 |
|
|
Commitments and Contingencies (Note 8) |
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding) |
|
$ |
— |
|
|
$ |
— |
|
|
Common stock, par value $0.001 per share (200,000,000 shares authorized, 40,401,637 and 40,367,071 shares issued and outstanding as of June 30, 2020 and December 31, 2019) |
|
|
40 |
|
|
|
40 |
|
|
Paid-in capital in excess of par |
|
|
778,827 |
|
|
|
778,132 |
|
|
Distributable earnings |
|
|
(165,950 |
) |
|
|
(100,626 |
) |
|
Allocated income tax expense |
|
|
(1,421 |
) |
|
|
(1,421 |
) |
|
TOTAL NET ASSETS |
|
$ |
611,496 |
|
|
$ |
676,125 |
|
|
TOTAL LIABILITIES AND NET ASSETS |
|
$ |
1,550,604 |
|
|
$ |
1,475,275 |
|
|
Net asset value per share |
|
$ |
15.14 |
|
|
$ |
16.75 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
4
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Investment Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From non-controlled/non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
28,509 |
|
|
$ |
34,713 |
|
|
$ |
58,024 |
|
|
$ |
66,282 |
|
|
Payment-in-kind |
|
|
535 |
|
|
|
174 |
|
|
|
1,149 |
|
|
|
476 |
|
|
Other income |
|
|
245 |
|
|
|
870 |
|
|
|
492 |
|
|
|
1,521 |
|
|
Total investment income from non-controlled/non-affiliated investments |
|
|
29,289 |
|
|
|
35,757 |
|
|
|
59,665 |
|
|
|
68,279 |
|
|
From non-controlled affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
423 |
|
|
|
576 |
|
|
|
1,088 |
|
|
|
1,194 |
|
|
Payment-in-kind |
|
|
385 |
|
|
|
376 |
|
|
|
575 |
|
|
|
745 |
|
|
Dividend income |
|
|
38 |
|
|
|
53 |
|
|
|
43 |
|
|
|
85 |
|
|
Other income |
|
|
41 |
|
|
|
11 |
|
|
|
46 |
|
|
|
22 |
|
|
Total investment income from non-controlled affiliated investments |
|
|
887 |
|
|
|
1,016 |
|
|
|
1,752 |
|
|
|
2,046 |
|
|
From controlled affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment-in-kind |
|
|
366 |
|
|
|
565 |
|
|
|
996 |
|
|
|
1,100 |
|
|
Interest income |
|
|
60 |
|
|
|
63 |
|
|
|
161 |
|
|
|
63 |
|
|
Dividend income |
|
|
— |
|
|
|
1,000 |
|
|
|
— |
|
|
|
3,450 |
|
|
Total investment income from controlled affiliated investments |
|
|
426 |
|
|
|
1,628 |
|
|
|
1,157 |
|
|
|
4,613 |
|
|
Total investment income |
|
$ |
30,602 |
|
|
$ |
38,401 |
|
|
$ |
62,574 |
|
|
$ |
74,938 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other debt expenses |
|
$ |
9,114 |
|
|
$ |
9,501 |
|
|
$ |
18,008 |
|
|
$ |
17,954 |
|
|
Management fees |
|
|
3,617 |
|
|
|
3,742 |
|
|
|
7,283 |
|
|
|
7,278 |
|
|
Incentive fees |
|
|
— |
|
|
|
4,144 |
|
|
|
— |
|
|
|
4,637 |
|
|
Professional fees |
|
|
623 |
|
|
|
689 |
|
|
|
1,337 |
|
|
|
1,331 |
|
|
Administration, custodian and transfer agent fees |
|
|
228 |
|
|
|
239 |
|
|
|
469 |
|
|
|
479 |
|
|
Directors’ fees |
|
|
139 |
|
|
|
114 |
|
|
|
278 |
|
|
|
227 |
|
|
Other expenses |
|
|
462 |
|
|
|
433 |
|
|
|
834 |
|
|
|
769 |
|
|
Total expenses |
|
$ |
14,183 |
|
|
$ |
18,862 |
|
|
$ |
28,209 |
|
|
$ |
32,675 |
|
|
Fee waiver |
|
|
(2,150 |
) |
|
|
— |
|
|
|
(2,810 |
) |
|
|
— |
|
|
Net expenses |
|
$ |
12,033 |
|
|
$ |
18,862 |
|
|
$ |
25,399 |
|
|
$ |
32,675 |
|
|
NET INVESTMENT INCOME BEFORE TAXES |
|
$ |
18,569 |
|
|
$ |
19,539 |
|
|
$ |
37,175 |
|
|
$ |
42,263 |
|
|
Income tax expense, including excise tax |
|
$ |
389 |
|
|
$ |
452 |
|
|
$ |
816 |
|
|
$ |
891 |
|
|
NET INVESTMENT INCOME AFTER TAXES |
|
$ |
18,180 |
|
|
$ |
19,087 |
|
|
$ |
36,359 |
|
|
$ |
41,372 |
|
|
Net realized and unrealized gains (losses) on investment transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain (loss) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
$ |
(1,182 |
) |
|
$ |
(8,570 |
) |
|
$ |
(6,616 |
) |
|
$ |
(33,292 |
) |
|
Non-controlled affiliated investments |
|
|
(211 |
) |
|
|
— |
|
|
|
(211 |
) |
|
|
— |
|
|
Controlled affiliated investments |
|
|
— |
|
|
|
(673 |
) |
|
|
(4,704 |
) |
|
|
(673 |
) |
|
Foreign currency forward contracts |
|
|
52 |
|
|
|
34 |
|
|
|
80 |
|
|
|
52 |
|
|
Foreign currency transactions |
|
|
(23 |
) |
|
|
(10 |
) |
|
|
(18 |
) |
|
|
(16 |
) |
|
Net change in unrealized appreciation (depreciation) from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments |
|
|
31,798 |
|
|
|
(1,435 |
) |
|
|
(41,246 |
) |
|
|
5,771 |
|
|
Non-controlled affiliated investments |
|
|
8,169 |
|
|
|
5,840 |
|
|
|
11,962 |
|
|
|
3,084 |
|
|
Controlled affiliated investments |
|
|
(21,214 |
) |
|
|
2,440 |
|
|
|
(24,613 |
) |
|
|
1,546 |
|
|
Foreign currency forward contracts |
|
|
(81 |
) |
|
|
(45 |
) |
|
|
1 |
|
|
|
33 |
|
|
Foreign currency translations |
|
|
(670 |
) |
|
|
(507 |
) |
|
|
(55 |
) |
|
|
295 |
|
|
Net realized and unrealized gains (losses) |
|
$ |
16,638 |
|
|
$ |
(2,926 |
) |
|
$ |
(65,420 |
) |
|
$ |
(23,200 |
) |
|
(Provision) benefit for taxes on realized gain/loss on investments |
|
|
— |
|
|
|
121 |
|
|
|
— |
|
|
|
121 |
|
|
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
|
— |
|
|
|
(152 |
) |
|
|
99 |
|
|
|
52 |
|
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
34,818 |
|
|
$ |
16,130 |
|
|
$ |
(28,962 |
) |
|
$ |
18,345 |
|
|
Weighted average shares outstanding |
|
|
40,401,637 |
|
|
|
40,297,090 |
|
|
|
40,398,978 |
|
|
|
40,279,173 |
|
|
Net investment income per share (basic and diluted) |
|
$ |
0.45 |
|
|
$ |
0.47 |
|
|
$ |
0.90 |
|
|
$ |
1.03 |
|
|
Earnings (loss) per share (basic and diluted) |
|
$ |
0.86 |
|
|
$ |
0.40 |
|
|
$ |
(0.72 |
) |
|
$ |
0.46 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
5
Consolidated Statements of Changes in Net Assets
(in thousands, except share and per share amounts)
(Unaudited)
|
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Net assets at beginning of period |
|
$ |
594,859 |
|
|
$ |
694,746 |
|
|
$ |
676,125 |
|
|
$ |
709,892 |
|
|
Increase (decrease) in net assets resulting from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
18,180 |
|
|
$ |
19,087 |
|
|
$ |
36,359 |
|
|
$ |
41,372 |
|
|
Net realized gain (loss) |
|
|
(1,364 |
) |
|
|
(9,219 |
) |
|
|
(11,469 |
) |
|
|
(33,929 |
) |
|
Net change in unrealized appreciation (depreciation) |
|
|
18,002 |
|
|
|
6,293 |
|
|
|
(53,951 |
) |
|
|
10,729 |
|
|
(Provision) benefit for taxes on realized gain/loss on investments |
|
|
— |
|
|
|
121 |
|
|
|
— |
|
|
|
121 |
|
|
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
|
— |
|
|
|
(152 |
) |
|
|
99 |
|
|
|
52 |
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
34,818 |
|
|
$ |
16,130 |
|
|
$ |
(28,962 |
) |
|
$ |
18,345 |
|
|
Distributions to stockholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable earnings |
|
$ |
(18,181 |
) |
|
$ |
(18,136 |
) |
|
$ |
(36,362 |
) |
|
$ |
(36,256 |
) |
|
Total distributions to stockholders |
|
$ |
(18,181 |
) |
|
$ |
(18,136 |
) |
|
$ |
(36,362 |
) |
|
$ |
(36,256 |
) |
|
Capital transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinvestment of stockholder distributions |
|
$ |
— |
|
|
$ |
687 |
|
|
$ |
695 |
|
|
$ |
1,446 |
|
|
Net increase (decrease) in net assets resulting from capital transactions |
|
$ |
— |
|
|
$ |
687 |
|
|
$ |
695 |
|
|
$ |
1,446 |
|
|
TOTAL INCREASE (DECREASE) IN NET ASSETS |
|
$ |
16,637 |
|
|
$ |
(1,319 |
) |
|
$ |
(64,629 |
) |
|
$ |
(16,465 |
) |
|
Net assets at end of period |
|
$ |
611,496 |
|
|
$ |
693,427 |
|
|
$ |
611,496 |
|
|
$ |
693,427 |
|
|
Distributions declared per share |
|
$ |
0.45 |
|
|
$ |
0.45 |
|
|
$ |
0.90 |
|
|
$ |
0.90 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
6
Consolidated Statements of Cash Flows
(in thousands, except share and per share amounts)
(Unaudited)
|
|
|
For the Six Months Ended |
|
|||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations: |
|
$ |
(28,962 |
) |
|
$ |
18,345 |
|
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: |
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
|
(106,679 |
) |
|
|
(417,534 |
) |
|
Payment-in-kind interest capitalized |
|
|
(2,829 |
) |
|
|
(2,226 |
) |
|
Investments in affiliated money market fund, net |
|
|
(89,470 |
) |
|
|
— |
|
|
Proceeds from sales of investments and principal repayments |
|
|
76,629 |
|
|
|
234,179 |
|
|
Dissolution of Senior Credit Fund, LLC |
|
|
— |
|
|
|
9,779 |
|
|
Net realized (gain) loss on investments |
|
|
11,534 |
|
|
|
33,965 |
|
|
Net change in unrealized (appreciation) depreciation on investments |
|
|
53,897 |
|
|
|
(10,401 |
) |
|
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions |
|
|
(7 |
) |
|
|
(35 |
) |
|
Amortization of premium and accretion of discount, net |
|
|
(2,767 |
) |
|
|
(6,029 |
) |
|
Amortization of deferred financing and debt issuance costs |
|
|
2,023 |
|
|
|
1,300 |
|
|
Amortization of original issue discount on convertible notes |
|
|
220 |
|
|
|
209 |
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
(Increase) decrease in receivable for investments sold |
|
|
(60 |
) |
|
|
(9,011 |
) |
|
(Increase) decrease in interest and dividends receivable |
|
|
(2,704 |
) |
|
|
1,878 |
|
|
(Increase) decrease in other assets |
|
|
(2,055 |
) |
|
|
(1,490 |
) |
|
Increase (decrease) in interest and other debt expenses payable |
|
|
5,316 |
|
|
|
248 |
|
|
Increase (decrease) in management fees payable |
|
|
(2,186 |
) |
|
|
308 |
|
|
Increase (decrease) in incentive fees payable |
|
|
(1,850 |
) |
|
|
4,144 |
|
|
Increase (decrease) in investments purchased payable |
|
|
— |
|
|
|
9 |
|
|
Increase (decrease) in directors’ fees payable |
|
|
135 |
|
|
|
110 |
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
(1,020 |
) |
|
|
(1,519 |
) |
|
Net cash provided by (used for) operating activities |
|
$ |
(90,835 |
) |
|
$ |
(143,771 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Offering costs paid |
|
$ |
— |
|
|
$ |
140 |
|
|
Distributions paid |
|
|
(35,651 |
) |
|
|
(34,776 |
) |
|
Deferred financing and debt issuance costs paid |
|
|
(11,696 |
) |
|
|
(494 |
) |
|
Borrowings on debt |
|
|
553,761 |
|
|
|
358,908 |
|
|
Repayments of debt |
|
|
(408,676 |
) |
|
|
(176,000 |
) |
|
Net cash provided by (used for) financing activities |
|
$ |
97,738 |
|
|
$ |
147,778 |
|
|
Net increase (decrease) in cash |
|
|
6,903 |
|
|
|
4,007 |
|
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
6 |
|
|
|
2 |
|
|
Cash, beginning of period |
|
|
9,409 |
|
|
|
6,113 |
|
|
Cash, end of period |
|
$ |
16,318 |
|
|
$ |
10,122 |
|
|
Supplemental and non-cash activities |
|
|
|
|
|
|
|
|
|
Interest expense paid |
|
$ |
10,114 |
|
|
$ |
15,824 |
|
|
Accrued but unpaid excise tax expense |
|
$ |
1,010 |
|
|
$ |
1,070 |
|
|
Accrued but unpaid deferred financing and debt issuance costs |
|
$ |
39 |
|
|
$ |
— |
|
|
Accrued but unpaid offering costs |
|
$ |
— |
|
|
$ |
202 |
|
|
Accrued but unpaid distributions |
|
$ |
18,181 |
|
|
$ |
18,136 |
|
|
Reinvestment of stockholder distributions |
|
$ |
695 |
|
|
$ |
1,446 |
|
|
Non-cash purchases of investments |
|
$ |
(34,579 |
) |
|
$ |
(251,173 |
) |
|
Non-cash sales of investments |
|
$ |
34,579 |
|
|
$ |
260,952 |
|
The accompanying notes are part of these unaudited consolidated financial statements.
7
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts)
(Unaudited)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and Spread (+) |
Maturity |
Par Amount/Shares (++) |
Cost |
Fair Value |
|||
|
1st Lien/Senior Secured Debt * # - 176.73% |
|
|
|
|
|
|
|
|
|
|
|
3SI Security Systems, Inc.(1) |
Commercial Services & Supplies |
6.75% |
L + 5.75%; 1.00% Floor |
06/16/2023 |
|
$ 14,698 |
|
$ 14,589 |
|
$ 14,257 |
|
A Place For Mom, Inc. |
Diversified Consumer Services |
4.75% |
L + 3.75%; 1.00% Floor |
08/10/2024 |
|
8,797 |
|
8,791 |
|
7,917 |
|
Accuity Delivery Systems, LLC^ (1) (2) |
Health Care Providers & Services |
8.32% |
L + 7.00%; 1.00% Floor |
06/13/2023 |
|
10,170 |
|
9,973 |
|
10,272 |
|
Acquia, Inc.(1) (2) |
Software |
8.00% |
L + 7.00%; 1.00% Floor |
10/31/2025 |
|
12,364 |
|
12,138 |
|
11,962 |
|
Acquia, Inc.(1) (2) (3) |
Software |
|
L + 7.00%; 1.00% Floor |
10/31/2025 |
|
1,322 |
|
(24) |
|
(43) |
|
Animal Supply Holdings, LLC^^ (1) (4) |
Distributors |
11.50% PIK |
L + 10.00% PIK; 1.50% Floor |
02/22/2022 |
|
3,979 |
|
3,962 |
|
3,780 |
|
Ansira Partners, Inc. |
Professional Services |
7.50% PIK |
L + 6.50% PIK; 1.00% Floor |
12/20/2024 |
|
4,570 |
|
4,546 |
|
4,341 |
|
Ansira Partners, Inc. |
Professional Services |
7.51% PIK |
L + 6.50% PIK; 1.00% Floor |
12/20/2024 |
|
281 |
|
280 |
|
267 |
|
Apptio, Inc.(2) |
IT Services |
8.25% |
L + 7.25%; 1.00% Floor |
01/10/2025 |
|
32,702 |
|
32,173 |
|
31,558 |
|
Apptio, Inc.(2) (3) |
IT Services |
|
L + 7.25%; 1.00% Floor |
01/10/2025 |
|
2,225 |
|
(34) |
|
(78) |
|
Associations, Inc.(1) (2) |
Real Estate Management & Development |
8.46% |
L + 7.00% (incl. 3.00% PIK); 1.00% Floor |
07/30/2024 |
|
13,754 |
|
13,633 |
|
13,203 |
|
Associations, Inc.(1) (2) (3) |
Real Estate Management & Development |
8.46% |
L + 7.00% (incl. 3.00% PIK); 1.00% Floor |
07/30/2024 |
|
3,011 |
|
2,135 |
|
2,040 |
|
Associations, Inc.(1) (2) |
Real Estate Management & Development |
7.46% |
L + 6.00%; 1.00% Floor |
07/30/2024 |
|
587 |
|
582 |
|
563 |
|
ATX Networks Corp. |
Communications Equipment |
8.00% |
L + 7.00% (incl. 1.00% PIK); 1.00% Floor |
06/11/2021 |
|
7,252 |
|
7,237 |
|
6,381 |
|
ATX Networks Corp. |
Communications Equipment |
8.00% |
L + 7.00% (incl. 1.00% PIK); 1.00% Floor |
06/11/2021 |
|
461 |
|
458 |
|
406 |
|
Axiom Software(2) (3) |
Health Care Technology |
|
|
07/31/2027 |
|
419 |
|
— |
|
— |
|
Axiom Software(2) (3) |
Health Care Technology |
|
|
07/31/2026 |
|
66 |
|
— |
|
— |
|
Badger Sportswear, Inc. |
Textiles, Apparel & Luxury Goods |
6.25% |
L + 5.00%; 1.00% Floor |
09/11/2023 |
|
7,150 |
|
7,098 |
|
4,290 |
|
Barbri, Inc. |
Diversified Consumer Services |
5.33% |
L + 4.25%; 1.00% Floor |
12/01/2023 |
|
6,243 |
|
6,224 |
|
5,307 |
|
BJH Holdings III Corp. (dba Jack’s Family Restaurants)(2) |
Hotels, Restaurants & Leisure |
6.75% |
L + 5.75%; 1.00% Floor |
08/19/2025 |
|
6,178 |
|
6,123 |
|
5,684 |
|
Brillio, LLC(1) (2) |
IT Services |
5.75% |
L + 4.75%; 1.00% Floor |
02/06/2025 |
|
4,475 |
|
4,439 |
|
4,318 |
|
Brillio, LLC(1) (2) (3) |
IT Services |
5.75% |
L + 4.75%; 1.00% Floor |
02/06/2025 |
|
1,510 |
|
755 |
|
702 |
|
Bullhorn, Inc.(1) (2) |
Professional Services |
6.57% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
10,940 |
|
10,792 |
|
10,611 |
|
Bullhorn, Inc.(1) (2) |
Professional Services |
6.50% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
545 |
|
538 |
|
529 |
|
Bullhorn, Inc.(1) (2) |
Professional Services |
6.57% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
181 |
|
178 |
|
175 |
|
Bullhorn, Inc.(1) (2) (3) |
Professional Services |
6.57% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
|
727 |
|
126 |
|
114 |
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
8.50% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
12,549 |
|
12,391 |
|
12,078 |
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
8.50% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
11,175 |
|
10,971 |
|
10,756 |
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
8.50% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
1,882 |
|
1,857 |
|
1,812 |
|
Businessolver.com, Inc.(1) (2) (3) |
Health Care Technology |
|
L + 7.50%; 1.00% Floor |
05/15/2023 |
|
1,569 |
|
(18) |
|
(59) |
|
CFS Management, LLC (dba Center for Sight Management)(1) (2) |
Health Care Providers & Services |
7.34% |
L + 5.75%; 1.00% Floor |
07/01/2024 |
|
4,773 |
|
4,733 |
|
4,535 |
|
CFS Management, LLC (dba Center for Sight Management)(1) (2) (3) |
Health Care Providers & Services |
|
L + 5.75%; 1.00% Floor |
07/01/2024 |
|
1,418 |
|
(12) |
|
(71) |
|
Chronicle Bidco Inc. (dba Lexitas)(1) (2) |
Professional Services |
6.75% |
L + 5.75%; 1.00% Floor |
11/14/2025 |
|
6,965 |
|
6,838 |
|
6,739 |
|
Chronicle Bidco Inc. (dba Lexitas)(1) (2) (3) |
Professional Services |
6.75% |
L + 5.75%; 1.00% Floor |
11/14/2025 |
|
2,932 |
|
1,538 |
|
1,484 |
|
Chronicle Bidco Inc. (dba Lexitas)(1) (2) (3) |
Professional Services |
|
L + 5.75%; 1.00% Floor |
11/14/2025 |
|
880 |
|
(16) |
|
(29) |
|
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2) |
Health Care Providers & Services |
7.50% |
L + 6.50%; 1.00% Floor |
03/28/2025 |
|
8,900 |
|
8,801 |
|
8,611 |
|
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2) |
Health Care Providers & Services |
7.50% |
L + 6.50%; 1.00% Floor |
03/28/2025 |
|
6,602 |
|
6,514 |
|
6,387 |
|
ConnectWise, LLC(1) (2) |
IT Services |
7.07% |
L + 6.00%; 1.00% Floor |
02/28/2025 |
|
13,498 |
|
13,254 |
|
12,992 |
|
ConnectWise, LLC(1) (2) (3) |
IT Services |
|
L + 6.00%; 1.00% Floor |
02/28/2025 |
|
1,036 |
|
(18) |
|
(39) |
|
Convene 237 Park Avenue, LLC (dba Convene)(1) (2) |
Real Estate Management & Development |
9.09% |
L + 7.50%; 1.50% Floor |
08/30/2024 |
|
21,200 |
|
20,834 |
|
18,020 |
|
Convene 237 Park Avenue, LLC (dba Convene)(1) (2) |
Real Estate Management & Development |
9.13% |
L + 7.50%; 1.50% Floor |
08/30/2024 |
|
6,220 |
|
6,137 |
|
5,287 |
|
CorePower Yoga LLC(2) |
Diversified Consumer Services |
5.61% |
L + 4.75% |
05/14/2025 |
|
9,914 |
|
9,790 |
|
8,923 |
|
CorePower Yoga LLC(2) (3) |
Diversified Consumer Services |
|
L + 4.75% |
05/14/2025 |
|
158 |
|
(2) |
|
(16) |
|
CorePower Yoga LLC(2) (3) |
Diversified Consumer Services |
|
L + 4.75% |
05/14/2025 |
|
678 |
|
(8) |
|
(68) |
|
CST Buyer Company (dba Intoxalock)(2) |
Diversified Consumer Services |
6.32% |
L + 5.25%; 1.00% Floor |
10/03/2025 |
|
12,280 |
|
12,138 |
|
10,806 |
The accompanying notes are part of these unaudited consolidated financial statements.
8
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts) (continued)
(Unaudited)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and Spread (+) |
Maturity |
Par Amount/Shares (++) |
Cost |
Fair Value |
|||
|
CST Buyer Company (dba Intoxalock)(2) (3) |
Diversified Consumer Services |
6.32% |
L + 5.25%; 1.00% Floor |
10/03/2025 |
$ |
876 |
|
$ 516 |
|
$ 421 |
|
DDS USA Holding, Inc.(1) (2) |
Health Care Equipment & Supplies |
6.25% |
L + 5.25%; 1.00% Floor |
06/30/2022 |
|
3,786 |
|
3,775 |
|
3,672 |
|
DDS USA Holding, Inc.(1) (2) |
Health Care Equipment & Supplies |
6.25% |
L + 5.25%; 1.00% Floor |
06/30/2022 |
|
3,579 |
|
3,568 |
|
3,471 |
|
DDS USA Holding, Inc.(1) (2) |
Health Care Equipment & Supplies |
6.25% |
L + 5.25%; 1.00% Floor |
06/30/2022 |
|
1,079 |
|
1,076 |
|
1,047 |
|
Diligent Corporation(1) (2) |
Professional Services |
6.50% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
€ |
15,935 |
|
18,320 |
|
17,768 |
|
Diligent Corporation(1) (2) |
Professional Services |
6.50% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
|
3,812 |
|
3,785 |
|
3,783 |
|
Diligent Corporation(1) (2) |
Professional Services |
6.50% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
|
1,468 |
|
1,457 |
|
1,457 |
|
Diligent Corporation(1) (2) (3) |
Professional Services |
6.50% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
|
1,300 |
|
1,127 |
|
1,134 |
|
Diligent Corporation(1) (2) |
Professional Services |
6.57% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
|
504 |
|
500 |
|
500 |
|
Diligent Corporation(1) (2) |
Professional Services |
6.50% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
|
244 |
|
242 |
|
242 |
|
Diligent Corporation(1) (2) (3) |
Professional Services |
|
L + 5.50%; 1.00% Floor |
04/14/2022 |
|
4,268 |
|
(29) |
|
(32) |
|
DocuTAP, Inc.(1) (2) |
Health Care Technology |
6.50% |
L + 5.50%; 1.00% Floor |
05/12/2025 |
|
23,973 |
|
23,468 |
|
23,254 |
|
E2open, LLC(1) (2) |
Software |
6.75% |
L + 5.75%; 1.00% Floor |
11/26/2024 |
|
16,178 |
|
16,041 |
|
15,692 |
|
Elemica Parent, Inc.(1) (2) |
Chemicals |
5.81% |
L + 5.50% |
09/18/2025 |
|
2,891 |
|
2,827 |
|
2,682 |
|
Elemica Parent, Inc.(1) (2) (3) |
Chemicals |
5.98% |
L + 5.50% |
09/18/2025 |
|
380 |
|
270 |
|
251 |
|
Elemica Parent, Inc.(1) (2) (3) |
Chemicals |
|
L + 5.50% |
09/18/2025 |
|
560 |
|
(6) |
|
(41) |
|
Empirix, Inc.(1) (2) |
Diversified Telecommunication Services |
7.25% |
L + 6.25%; 1.00% Floor |
09/25/2024 |
|
21,976 |
|
21,686 |
|
20,768 |
|
Empirix, Inc.(1) (2) (3) |
Diversified Telecommunication Services |
|
L + 6.25%; 1.00% Floor |
09/25/2023 |
|
1,300 |
|
(15) |
|
(71) |
|
Eptam Plastics, Ltd.(1) (2) |
Health Care Equipment & Supplies |
6.50% |
L + 5.50%; 1.00% Floor |
12/06/2025 |
|
4,289 |
|
4,230 |
|
4,160 |
|
Eptam Plastics, Ltd.(1) (2) |
Health Care Equipment & Supplies |
6.50% |
L + 5.50%; 1.00% Floor |
12/06/2025 |
|
915 |
|
902 |
|
887 |
|
Eptam Plastics, Ltd.(1) (2) (3) |
Health Care Equipment & Supplies |
|
L + 5.50%; 1.00% Floor |
12/06/2025 |
|
1,830 |
|
(12) |
|
(55) |
|
Fenergo Finance 3 Limited(1) (2) (5) |
Diversified Financial Services |
7.00% |
L + 6.00%; 1.00% Floor |
09/05/2024 |
€ |
17,800 |
|
20,417 |
|
19,648 |
|
Fenergo Finance 3 Limited(1) (2) (3) (5) |
Diversified Financial Services |
|
L + 6.00%; 1.00% Floor |
09/05/2024 |
|
1,182 |
|
(15) |
|
(21) |
|
Fenergo Finance 3 Limited(1) (2) (3) (5) |
Diversified Financial Services |
|
L + 6.00%; 1.00% Floor |
09/05/2024 |
€ |
1,500 |
|
(22) |
|
(29) |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) (3) |
Hotels, Restaurants & Leisure |
|
L + 5.50%; 1.00% Floor |
08/21/2023 |
|
22 |
|
— |
|
(1) |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) |
Hotels, Restaurants & Leisure |
6.50% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
|
4,409 |
|
4,345 |
|
4,178 |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) |
Hotels, Restaurants & Leisure |
6.50% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
|
881 |
|
869 |
|
835 |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) |
Hotels, Restaurants & Leisure |
6.50% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
|
557 |
|
549 |
|
528 |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) (3) |
Hotels, Restaurants & Leisure |
7.10% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
|
587 |
|
300 |
|
278 |
|
Gastro Health Holdco, LLC(1) (2) |
Health Care Providers & Services |
7.05% |
L + 6.00%; 1.00% Floor |
09/04/2024 |
|
9,704 |
|
9,559 |
|
9,218 |
|
Gastro Health Holdco, LLC(1) (2) |
Health Care Providers & Services |
7.00% |
L + 6.00%; 1.00% Floor |
09/04/2024 |
|
5,058 |
|
4,981 |
|
4,805 |
|
Gastro Health Holdco, LLC(1) (2) |
Health Care Providers & Services |
7.01% |
L + 6.00%; 1.00% Floor |
09/04/2024 |
|
4,855 |
|
4,791 |
|
4,612 |
|
Gastro Health Holdco, LLC(1) (2) (3) |
Health Care Providers & Services |
|
L + 6.00%; 1.00% Floor |
09/04/2023 |
|
2,000 |
|
(26) |
|
(100) |
|
GH Holding Company (dba Grace Hill)(1) |
Real Estate Management & Development |
4.68% |
L + 4.50% |
02/28/2023 |
|
7,331 |
|
7,310 |
|
7,148 |
|
GI Revelation Acquisition LLC (dba Consilio) |
IT Services |
5.18% |
L + 5.00% |
04/16/2025 |
|
4,658 |
|
4,641 |
|
4,231 |
|
GK Holdings, Inc. (dba Global Knowledge) |
IT Services |
9.00% |
L + 8.00%; 1.00% Floor |
01/20/2021 |
|
8,505 |
|
8,498 |
|
5,741 |
|
GlobalTranz Enterprises, Inc.(2) |
Road & Rail |
5.18% |
L + 5.00% |
05/15/2026 |
|
7,643 |
|
7,509 |
|
5,885 |
|
Governmentjobs.com, Inc. (dba NeoGov)(1) (2) |
Software |
7.50% |
L + 6.50%; 1.00% Floor |
02/05/2026 |
|
18,305 |
|
17,958 |
|
17,939 |
|
Governmentjobs.com, Inc. (dba NeoGov)(1) (2) (3) |
Software |
7.50% |
L + 6.50%; 1.00% Floor |
02/05/2026 |
|
2,441 |
|
137 |
|
134 |
|
Granicus, Inc.(1) (2) |
Software |
5.75% |
L + 4.75%; 1.00% Floor |
09/07/2022 |
|
9,895 |
|
9,829 |
|
9,846 |
|
Halo Branded Solutions, Inc. |
Commercial Services & Supplies |
5.50% |
L + 4.50%; 1.00% Floor |
06/30/2025 |
|
6,457 |
|
6,407 |
|
5,274 |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2) |
Hotels, Restaurants & Leisure |
7.75% |
L + 6.75%; 1.00% Floor |
07/09/2025 |
|
23,157 |
|
22,857 |
|
21,189 |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2) (3) |
Hotels, Restaurants & Leisure |
7.75% |
L + 6.75%; 1.00% Floor |
07/09/2025 |
|
1,883 |
|
588 |
|
452 |
|
Hygiena Borrower LLC |
Life Sciences Tools & Services |
5.02% |
L + 4.00%; 1.00% Floor |
08/26/2022 |
|
12,302 |
|
12,230 |
|
11,687 |
|
Hygiena Borrower LLC(3) |
Life Sciences Tools & Services |
|
L + 4.00%; 1.00% Floor |
08/26/2022 |
|
1,313 |
|
(9) |
|
(66) |
The accompanying notes are part of these unaudited consolidated financial statements.
9
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts) (continued)
(Unaudited)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and Spread (+) |
Maturity |
Par Amount/Shares (++) |
Cost |
Fair Value |
|||
|
iCIMS, Inc.(2) |
Software |
7.50% |
L + 6.50%; 1.00% Floor |
09/12/2024 |
|
$ 29,895 |
|
$ 29,447 |
|
$ 28,774 |
|
iCIMS, Inc.(2) |
Software |
7.50% |
L + 6.50%; 1.00% Floor |
09/12/2024 |
|
5,506 |
|
5,414 |
|
5,299 |
|
iCIMS, Inc.(2) (3) |
Software |
|
L + 6.50%; 1.00% Floor |
09/12/2024 |
|
1,868 |
|
(26) |
|
(70) |
|
Infinity Sales Group(1) |
Media |
11.50% |
L + 10.50%; 1.00% Floor |
11/23/2022 |
|
25,579 |
|
25,579 |
|
26,154 |
|
Instructure Holdings(1) (2) |
Diversified Consumer Services |
8.00% |
L + 7.00%; 1.00% Floor |
03/24/2026 |
|
25,799 |
|
25,488 |
|
25,476 |
|
Instructure Holdings(1) (2) (3) |
Diversified Consumer Services |
|
L + 7.00%; 1.00% Floor |
03/24/2026 |
|
2,000 |
|
(24) |
|
(25) |
|
Integral Ad Science, Inc.(1) (2) |
Interactive Media & Services |
8.25% |
L + 7.25% (incl. 1.25% PIK); 1.00% Floor |
07/19/2024 |
|
25,816 |
|
25,445 |
|
24,783 |
|
Integral Ad Science, Inc.(1) (2) (3) |
Interactive Media & Services |
|
L + 6.00%; 1.00% Floor |
07/19/2023 |
|
1,815 |
|
(22) |
|
(73) |
|
Internet Truckstop Group, LLC (dba Truckstop)(1) (2) |
Transportation Infrastructure |
6.50% |
L + 5.50%; 1.00% Floor |
04/02/2025 |
|
22,097 |
|
21,641 |
|
21,379 |
|
Internet Truckstop Group, LLC (dba Truckstop)(1) (2) (3) |
Transportation Infrastructure |
|
L + 5.50%; 1.00% Floor |
04/02/2025 |
|
1,800 |
|
(36) |
|
(58) |
|
Iracore International Holdings, Inc.^ (1) |
Energy Equipment & Services |
10.00% |
L + 9.00%; 1.00% Floor |
04/12/2021 |
|
2,917 |
|
2,917 |
|
2,910 |
|
Jill Acquisition LLC (dba J. Jill) |
Specialty Retail |
6.00% |
L + 5.00%; 1.00% Floor |
05/08/2022 |
|
6,661 |
|
6,642 |
|
3,930 |
|
Kawa Solar Holdings Limited^ (1) (5) (6) |
Construction & Engineering |
|
|
09/30/2020 |
|
3,917 |
|
3,603 |
|
3,212 |
|
Kawa Solar Holdings Limited^ (1) (5) (6) |
Construction & Engineering |
|
|
09/30/2020 |
|
5,201 |
|
2,683 |
|
— |
|
Lithium Technologies, Inc.(1) (2) |
Interactive Media & Services |
9.00% |
L + 8.00%; 1.00% Floor |
10/03/2022 |
|
38,966 |
|
38,469 |
|
37,115 |
|
Lithium Technologies, Inc.(1) (2) (3) |
Interactive Media & Services |
9.21% |
L + 8.00%; 1.00% Floor |
10/03/2022 |
|
2,684 |
|
1,311 |
|
1,215 |
|
Mailgun Technologies, Inc.(1) (2) |
Interactive Media & Services |
6.58% |
L + 5.50%; 1.00% Floor |
03/26/2025 |
|
15,816 |
|
15,552 |
|
15,263 |
|
Mailgun Technologies, Inc.(1) (2) (3) |
Interactive Media & Services |
|
L + 5.50%; 1.00% Floor |
03/26/2025 |
|
993 |
|
— |
|
(35) |
|
Mervin Manufacturing, Inc.(1) |
Leisure Products |
8.50% |
L + 7.50%; 1.00% Floor |
09/30/2022 |
|
10,859 |
|
10,858 |
|
10,262 |
|
Midwest Transport, Inc.(1) (2) |
Road & Rail |
8.07% |
L + 7.00%; 1.00% Floor |
10/02/2023 |
|
11,589 |
|
11,508 |
|
11,560 |
|
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2) |
Health Care Technology |
6.50% |
L + 5.50%; 1.00% Floor |
11/15/2024 |
|
20,609 |
|
20,279 |
|
20,196 |
|
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2) (3) |
Health Care Technology |
6.50% |
L + 5.50%; 1.00% Floor |
11/15/2024 |
|
3,188 |
|
2,630 |
|
2,614 |
|
MRI Software LLC |
Real Estate Management & Development |
6.57% |
L + 5.50%; 1.00% Floor |
02/10/2026 |
|
8,545 |
|
8,467 |
|
8,117 |
|
MRI Software LLC(3) |
Real Estate Management & Development |
|
L + 5.50%; 1.00% Floor |
02/10/2026 |
|
622 |
|
(6) |
|
(31) |
|
MRI Software LLC(3) |
Real Estate Management & Development |
|
L + 5.50%; 1.00% Floor |
02/10/2026 |
|
641 |
|
(6) |
|
(32) |
|
Netvoyage Corporation (dba NetDocuments)(1) (2) |
Software |
8.83% |
L + 7.75%; 1.00% Floor |
03/22/2024 |
|
8,471 |
|
8,369 |
|
8,153 |
|
Netvoyage Corporation (dba NetDocuments)(1) (2) |
Software |
8.83% |
L + 7.75%; 1.00% Floor |
03/22/2024 |
|
3,970 |
|
3,901 |
|
3,821 |
|
Netvoyage Corporation (dba NetDocuments)(1) (2) |
Software |
8.83% |
L + 7.75%; 1.00% Floor |
03/24/2022 |
|
799 |
|
785 |
|
769 |
|
Netvoyage Corporation (dba NetDocuments)(1) (2) (3) |
Software |
|
L + 7.75%; 1.00% Floor |
03/24/2022 |
|
654 |
|
(5) |
|
(25) |
|
Output Services Group, Inc. |
Diversified Consumer Services |
5.50% |
L + 4.50%; 1.00% Floor |
03/27/2024 |
|
3,922 |
|
3,910 |
|
2,745 |
|
Pharmalogic Holdings Corp.(1) |
Health Care Equipment & Supplies |
4.18% |
L + 4.00% |
06/11/2023 |
|
3,222 |
|
3,217 |
|
3,021 |
|
Pharmalogic Holdings Corp.(1) |
Health Care Equipment & Supplies |
4.18% |
L + 4.00% |
06/11/2023 |
|
1,751 |
|
1,748 |
|
1,641 |
|
Pharmalogic Holdings Corp.(1) |
Health Care Equipment & Supplies |
4.18% |
L + 4.00% |
06/11/2023 |
|
1,720 |
|
1,714 |
|
1,613 |
|
Pharmalogic Holdings Corp.(1) |
Health Care Equipment & Supplies |
4.18% |
L + 4.00% |
06/11/2023 |
|
925 |
|
924 |
|
867 |
|
Picture Head Midco LLC(1) (2) |
Entertainment |
7.75% |
L + 6.75%; 1.00% Floor |
08/31/2023 |
|
18,437 |
|
18,176 |
|
16,686 |
|
PlanSource Holdings, Inc.(1) (2) |
Health Care Technology |
7.95% |
L + 6.25%; 1.00% Floor |
04/22/2025 |
|
22,780 |
|
22,398 |
|
21,926 |
|
PlanSource Holdings, Inc.(1) (2) (3) |
Health Care Technology |
|
L + 6.25%; 1.00% Floor |
04/22/2025 |
|
3,142 |
|
(51) |
|
(118) |
|
Power Stop, LLC(2) |
Auto Components |
4.93% |
L + 4.75% |
10/19/2025 |
|
7,486 |
|
7,471 |
|
6,737 |
|
Premier Imaging, LLC (dba Lucid Health)(1) (2) |
Health Care Providers & Services |
6.75% |
L + 5.75%; 1.00% Floor |
01/02/2025 |
|
11,712 |
|
11,553 |
|
11,155 |
|
Professional Physical Therapy(1) |
Health Care Providers & Services |
7.88% |
L + 6.75% (incl. 0.75% PIK); 1.00% Floor |
12/16/2022 |
|
5,860 |
|
5,271 |
|
5,025 |
|
PT Intermediate Holdings III, LLC (dba Parts Town)(2) |
Trading Companies & Distributors |
6.50% |
L + 5.50%; 1.00% Floor |
10/15/2025 |
|
11,701 |
|
11,648 |
|
10,414 |
|
Riverpoint Medical, LLC(1) (2) |
Health Care Equipment & Supplies |
5.75% |
L + 4.75%; 1.00% Floor |
06/21/2025 |
|
8,953 |
|
8,914 |
|
8,371 |
|
Riverpoint Medical, LLC(1) (2) (3) |
Health Care Equipment & Supplies |
|
L + 4.75%; 1.00% Floor |
06/21/2025 |
|
1,644 |
|
(7) |
|
(107) |
|
Selectquote, Inc.(2) |
Insurance |
7.01% |
L + 6.00%; 1.00% Floor |
11/05/2024 |
|
8,182 |
|
8,037 |
|
8,182 |
|
SF Home Décor, LLC (dba SureFit Home Décor)(1) (2) |
Household Products |
10.75% |
L + 9.75%; 1.00% Floor |
07/13/2022 |
|
18,725 |
|
18,387 |
|
16,899 |
|
Shopatron, LLC (dba Kibo)(1) (2) |
Internet & Direct Marketing Retail |
9.08% |
L + 8.00%; 1.00% Floor |
12/18/2020 |
|
5,981 |
|
5,931 |
|
5,891 |
The accompanying notes are part of these unaudited consolidated financial statements.
10
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts) (continued)
(Unaudited)
The accompanying notes are part of these unaudited consolidated financial statements.
11
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts) (continued)
(Unaudited)
|
|
|
|
|
Yield |
|
Shares |
|
Cost |
|
Fair Value |
|
Investments in Affiliated Money Market Fund * - 14.63% |
|
|
|
|
|
|
|
|||
|
Goldman Sachs Financial Square Government Fund - Institutional Shares^^^ (10) |
0.15% |
|
89,470,447 |
|
$ 89,470 |
|
$ 89,470 |
|||
|
Total Investments in Affiliated Money Market Fund |
|
|
|
|
89,470 |
|
89,470 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS - 247.58% |
|
|
|
$ |
1,623,429 |
$ |
1,513,937 |
|||
|
LIABILITIES IN EXCESS OF OTHER ASSETS - (147.58%) |
|
|
|
|
|
$ |
(902,441) |
|||
|
NET ASSETS - 100.00% |
|
|
|
|
|
$ |
611,496 |
|||
The accompanying notes are part of these unaudited consolidated financial statements.
12
Consolidated Schedule of Investments as of June 30, 2020
(in thousands, except share and per share amounts) (continued)
(Unaudited)
|
* |
Assets are pledged as collateral for the Revolving Credit Facility. See Note 6 “Debt”. |
|
(+) |
Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by the larger of the floor or the reference to either LIBOR ("L") or alternate base rate (commonly based on the Prime Rate ("P")), at the borrower's option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of June 30, 2020, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 0.55%, 0.37%, 0.30%, 0.23%, 0.16% and 0.10%, respectively. As of June 30, 2020, P was 3.25%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2020. |
|
(++) |
The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$") unless otherwise noted, Euro ("€"). |
|
# |
Percentages are based on net assets. |
|
^ |
As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company's outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”. |
|
^^ |
As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3 “Significant Agreements and Related Party Transactions”. |
|
^^^ |
The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 "Significant Agreements and Related Party Transactions". |
|
(1) |
The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”. |
|
(2) |
Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”. |
|
(3) |
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 8 "Commitments and Contingencies". |
|
(4) |
The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 "Significant Accounting Policies". |
|
(5) |
The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2020 the aggregate fair value of these securities is $55,127 or 3.56% of the Company's total assets. |
|
(6) |
Non-income producing security. |
|
(7) |
In exchange for the greater risk of loss, the “last-out” portion of the Company's unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that the Company would continue to hold. |
|
(8) |
The investment is on non-accrual status as of June 30, 2020. |
|
(9) |
Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2020, the aggregate fair value of these securities is $96,398 or 15.76% of the Company's net assets. The acquisition dates of the restricted securities are as follows: |
|
Investment |
|
Acquisition Date |
|||
|
Accuity Delivery Systems, LLC - Preferred Stock |
|
06/13/2018 |
|||
|
Animal Supply Holdings, LLC - Common Stock |
|
02/22/2019 |
|||
|
Animal Supply Holdings, LLC - Preferred Stock |
|
02/22/2019 |
|||
|
Bolttech Mannings, Inc. - Common Stock |
|
12/22/2017 |
|||
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) - Preferred Stock |
|
07/01/2016 |
|||
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) - Common Stock |
|
07/01/2016 |
|||
|
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B - Common Stock |
|
03/30/2018 |
|||
|
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units - Common Stock |
|
03/30/2018 |
|||
|
Conergy Asia Holdings, Ltd. - Common Stock |
|
07/31/2017 |
|||
|
Conergy Asia Holdings, Ltd. - Preferred Stock |
|
08/23/2017 |
|||
|
Country Fresh Holding Company Inc. - Common Stock |
|
04/29/2019 |
|||
|
Elah Holdings, Inc. - Common Stock |
|
05/09/2018 |
|||
|
Iracore International Holdings, Inc. - Common Stock |
|
04/13/2017 |
|||
|
Kawa Solar Holdings Limited - Common Stock |
|
08/17/2016 |
|||
|
Kawa Solar Holdings Limited - Preferred Stock |
|
10/25/2016 |
|||
|
National Spine and Pain Centers, LLC - Common Stock |
|
06/02/2017 |
|||
|
Wine.com, LLC - Preferred Stock |
|
11/14/2018 |
|||
|
Wrike, Inc. - Common Stock |
|
12/31/2018 |
|||
|
Yasso, Inc. - Common Stock |
|
03/23/2017 |
|||
|
|
|
|
|||
|
(10) |
The rate shown is the annualized seven-day yield as of June 30, 2020. |
PIK – Payment-In-Kind
|
ADDITIONAL INFORMATION |
|||||
|
|
|||||
|
Foreign currency forward contracts |
|||||
|
Counterparty |
Currency Purchased |
Currency Sold |
Settlement |
Unrealized Appreciation (Depreciation) |
|
|
Bank of America, N.A. |
USD 400 |
EUR 325 |
07/06/2020 |
$ |
35 |
|
Bank of America, N.A. |
USD 237 |
EUR 212 |
07/06/2020 |
|
(2) |
|
Bank of America, N.A. |
USD 536 |
EUR 479 |
10/05/2020 |
|
(2) |
|
Bank of America, N.A. |
USD 528 |
EUR 468 |
01/05/2021 |
|
(1) |
|
Bank of America, N.A. |
USD 517 |
EUR 457 |
04/06/2021 |
|
— |
|
Bank of America, N.A. |
USD 517 |
EUR 455 |
07/06/2021 |
|
2 |
|
Bank of America, N.A. |
USD 294 |
EUR 258 |
10/05/2021 |
|
1 |
|
|
|
|
|
$ |
33 |
|
|
|||||
|
Currency Abbreviations: |
|||||
|
EUR - Euro |
|||||
|
USD - U.S. Dollar |
|||||
The accompanying notes are part of these unaudited consolidated financial statements.
13
Consolidated Schedule of Investments as of December 31, 2019
(in thousands, except share and per share amounts)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and
|
Maturity |
Par
|
Cost |
Fair
|
||
|
1st Lien/Senior Secured Debt – 159.83%# * |
|
|
|||||||
|
3SI Security Systems, Inc.(1) |
Commercial Services & Supplies |
7.65% |
L + 5.75%; 1.00% Floor |
06/16/2023 |
$14,773 |
$14,647 |
$14,626 |
||
|
A Place For Mom, Inc. |
Diversified Consumer Services |
5.55% |
L + 3.75%; 1.00% Floor |
08/10/2024 |
8,842 |
8,835 |
8,621 |
||
|
Accuity Delivery Systems, LLC^ (1) (2) |
Health Care Providers & Services |
8.75% |
L + 7.00%; 1.00% Floor |
06/13/2023 |
10,170 |
9,945 |
10,094 |
||
|
Acquia, Inc.(2) |
Software |
8.91% |
L + 7.00%; 1.00% Floor |
10/31/2025 |
12,364 |
12,122 |
12,117 |
||
|
Acquia, Inc.(2) (3) |
Software |
|
L + 7.00%; 1.00% Floor |
10/31/2025 |
1,322 |
(26) |
(26) |
||
|
Animal Supply Holdings, LLC^^ (1) (4) |
Distributors |
11.93% |
L + 10.00% (incl. 2.50% PIK); 1.50% Floor |
02/22/2022 |
3,879 |
3,845 |
3,821 |
||
|
Ansira Partners, Inc. |
Professional Services |
7.55% |
L + 5.75%; 1.00% Floor |
12/20/2022 |
4,578 |
4,552 |
4,441 |
||
|
Ansira Partners, Inc.(3) |
Professional Services |
7.51% |
L + 5.75%; 1.00% Floor |
12/20/2022 |
281 |
184 |
177 |
||
|
Apptio, Inc.(1) (2) |
IT Services |
8.96% |
L + 7.25%; 1.00% Floor |
01/10/2025 |
32,702 |
32,126 |
32,130 |
||
|
Apptio, Inc.(1) (2) (3) |
IT Services |
|
L + 7.25%; 1.00% Floor |
01/10/2025 |
2,225 |
(37) |
(39) |
||
|
Associations, Inc.(1) (2) |
Real Estate Management & Development |
9.09% |
L + 7.00% (incl. 3.00% PIK); 1.00% Floor |
07/30/2024 |
13,546 |
13,413 |
13,411 |
||
|
Associations, Inc.(1) (2) (3) |
Real Estate Management & Development |
9.09% |
L + 7.00% (incl. 3.00% PIK); 1.00% Floor |
07/30/2024 |
2,981 |
2,040 |
2,039 |
||
|
Associations, Inc.(1) (2) (3) |
Real Estate Management & Development |
|
L + 4.00%; 1.00% Floor |
07/30/2024 |
587 |
(6) |
(6) |
||
|
ATX Networks Corp. |
Communications Equipment |
8.94% |
L + 7.00% (incl. 1.00% PIK); 1.00% Floor |
06/11/2021 |
7,285 |
7,263 |
6,702 |
||
|
ATX Networks Corp. |
Communications Equipment |
8.94% |
L + 7.00% (incl. 1.00% PIK); 1.00% Floor |
06/11/2021 |
463 |
458 |
426 |
||
|
Badger Sportswear, Inc. |
Textiles, Apparel & Luxury Goods |
6.80% |
L + 5.00%; 1.00% Floor |
09/11/2023 |
7,150 |
7,091 |
6,793 |
||
|
Barbri, Inc. |
Diversified Consumer Services |
6.46% |
L + 4.25%; 1.00% Floor |
12/01/2023 |
6,243 |
6,222 |
6,118 |
||
|
BJH Holdings III Corp. (dba Jack’s Family Restaurants)(1) (2) |
Hotels, Restaurants & Leisure |
7.55% |
L + 5.75%; 1.00% Floor |
08/19/2025 |
6,209 |
6,150 |
6,147 |
||
|
Brillio, LLC(1) (2) |
IT Services |
6.55% |
L + 4.75%; 1.00% Floor |
02/06/2025 |
4,497 |
4,458 |
4,452 |
||
|
Brillio, LLC(1) (2) (3) |
IT Services |
|
L + 4.75%; 1.00% Floor |
02/06/2025 |
1,510 |
– |
(15) |
||
|
Bullhorn, Inc. (1) (2) |
Professional Services |
7.44% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
10,995 |
10,835 |
10,830 |
||
|
Bullhorn, Inc.(1) (2) (3) |
Professional Services |
7.46% |
L + 5.50%; 1.00% Floor |
10/01/2025 |
909 |
169 |
168 |
||
|
Bullhorn, Inc.(1) (2) (3) |
Professional Services |
|
L + 5.50%; 1.00% Floor |
10/01/2025 |
545 |
(8) |
(8) |
||
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
9.41% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
12,549 |
12,367 |
12,329 |
||
|
Businessolver.com, Inc.(1) (2) |
Health Care Technology |
9.41% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
1,882 |
1,853 |
1,849 |
||
|
Businessolver.com, Inc.(1) (2) (3) |
Health Care Technology |
9.98% |
L + 7.50%; 1.00% Floor |
05/15/2023 |
1,569 |
606 |
600 |
||
|
CFS Management, LLC (dba Center for Sight Management)(1) (2) |
Health Care Providers & Services |
7.95% |
L + 5.75%; 1.00% Floor |
07/01/2024 |
4,797 |
4,752 |
4,749 |
||
|
CFS Management, LLC (dba Center for Sight Management)(1) (2) (3) |
Health Care Providers & Services |
|
L + 5.75%; 1.00% Floor |
07/01/2024 |
1,418 |
(13) |
(14) |
||
|
Chronicle Bidco Inc. (dba Lexitas)(2) |
Professional Services |
7.66% |
L + 5.75%; 1.00% Floor |
11/14/2025 |
7,000 |
6,862 |
6,860 |
||
|
Chronicle Bidco Inc. (dba Lexitas)(2) (3) |
Professional Services |
|
L + 5.75%; 1.00% Floor |
11/14/2025 |
880 |
(17) |
(18) |
||
|
Chronicle Bidco Inc. (dba Lexitas)(2) (3) |
Professional Services |
|
L + 5.75%; 1.00% Floor |
11/14/2025 |
2,940 |
(29) |
(29) |
||
|
Clarkson Eyecare, LLC (dba EyeCare Partners)(2) |
Health Care Providers & Services |
8.05% |
L + 6.25%; 1.00% Floor |
04/02/2021 |
7,471 |
7,351 |
7,322 |
||
|
Clarkson Eyecare, LLC (dba EyeCare Partners)(2) |
Health Care Providers & Services |
8.05% |
L + 6.25%; 1.00% Floor |
04/02/2021 |
4,943 |
4,862 |
4,844 |
||
|
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2) |
Health Care Providers & Services |
8.30% |
L + 6.50%; 1.00% Floor |
03/28/2025 |
8,900 |
8,793 |
8,744 |
||
|
Collaborative Imaging, LLC (dba Texas Radiology Associates)^^^ (1) (2) |
Health Care Providers & Services |
8.30% |
L + 6.50% |
03/28/2025 |
6,602 |
6,507 |
6,486 |
||
|
ConnectWise, LLC(2) |
IT Services |
7.94% |
L + 6.00%; 1.00% Floor |
02/28/2025 |
13,566 |
13,299 |
13,397 |
||
|
ConnectWise, LLC(2) (3) |
IT Services |
|
L + 6.00%; 1.00% Floor |
02/28/2025 |
1,036 |
(20) |
(13) |
||
|
Convene 237 Park Avenue, LLC (dba Convene)(1) (2) |
Real Estate Management & Development |
9.54% |
L + 7.50%; 1.50% Floor |
08/30/2024 |
21,200 |
20,799 |
20,776 |
||
|
Convene 237 Park Avenue, LLC (dba Convene)(1) (2) (3) |
Real Estate Management & Development |
|
L + 7.50%; 1.50% Floor |
08/30/2024 |
6,220 |
(58) |
(124) |
||
|
CorePower Yoga LLC(2) |
Diversified Consumer Services |
6.44% |
L + 4.50% |
05/14/2025 |
8,315 |
8,201 |
8,191 |
||
|
CorePower Yoga LLC(2) (3) |
Diversified Consumer Services |
|
L + 4.75% |
05/14/2025 |
678 |
(9) |
(10) |
||
|
CorePower Yoga LLC(2) (3) |
Diversified Consumer Services |
|
L + 4.50% |
05/14/2025 |
1,807 |
(24) |
(27) |
||
The accompanying notes are part of these unaudited consolidated financial statements.
14
Consolidated Schedule of Investments as of December 31, 2019 (continued)
(in thousands, except share and per share amounts)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and
|
Maturity |
Par
|
Cost |
Fair
|
|
CST Buyer Company (dba Intoxalock)(2) |
Diversified Consumer Services |
7.55% |
L + 5.75%; 1.00% Floor |
10/03/2025 |
$ 12,342 |
$12,188 |
$12,342 |
|
CST Buyer Company (dba Intoxalock)(2) (3) |
Diversified Consumer Services |
|
L + 5.75%; 1.00% Floor |
10/03/2025 |
876 |
(11) |
– |
|
DDS USA Holding, Inc.(1) (2) |
Health Care Equipment & Supplies |
7.22% |
L + 5.25%; 1.00% Floor |
06/30/2022 |
3,805 |
3,791 |
3,786 |
|
DDS USA Holding, Inc.(1) (2) |
Health Care Equipment & Supplies |
7.22% |
L + 5.25%; 1.00% Floor |
06/30/2022 |
3,599 |
3,586 |
3,581 |
|
DDS USA Holding, Inc.(1) (2) (3) |
Health Care Equipment & Supplies |
9.00% |
P + 4.25%; 1.00% Floor |
06/30/2022 |
1,079 |
104 |
102 |
|
Diligent Corporation(1) (2) |
Professional Services |
7.42% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
€ 16,016 |
18,378 |
17,786 |
|
Diligent Corporation(1) (2) |
Professional Services |
7.58% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
3,831 |
3,797 |
3,792 |
|
Diligent Corporation(1) (2) |
Professional Services |
7.42% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
1,475 |
1,462 |
1,461 |
|
Diligent Corporation(1) (2) (3) |
Professional Services |
7.48% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
1,300 |
1,123 |
1,131 |
|
Diligent Corporation(1) (2) |
Professional Services |
7.56% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
507 |
502 |
501 |
|
Diligent Corporation(1) (2) |
Professional Services |
7.42% |
L + 5.50%; 1.00% Floor |
04/14/2022 |
245 |
243 |
243 |
|
Diligent Corporation(1) (2) (3) |
Professional Services |
|
L + 5.50%; 1.00% Floor |
04/14/2022 |
4,268 |
(37) |
(43) |
|
DiscoverOrg, LLC(2) |
Software |
6.30% |
L + 4.50% |
02/02/2026 |
16,079 |
15,934 |
16,119 |
|
DocuTAP, Inc.(1) (2) |
Health Care Technology |
7.30% |
L + 5.50% 1.00% Floor |
05/12/2025 |
24,093 |
23,543 |
24,093 |
|
E2open, LLC(1) (2) |
Software |
7.66% |
L + 5.75%; 1.00% Floor |
11/26/2024 |
16,259 |
16,109 |
16,097 |
|
Elemica Parent, Inc.(1) (2) |
Chemicals |
7.40% |
L + 5.50% |
09/18/2025 |
2,906 |
2,836 |
2,833 |
|
Elemica Parent, Inc.(1) (2) (3) |
Chemicals |
7.40% |
L + 5.50% |
09/18/2025 |
380 |
118 |
118 |
|
Elemica Parent, Inc.(1) (2) (3) |
Chemicals |
|
L + 5.50% |
09/18/2025 |
560 |
(7) |
(14) |
|
Empirix, Inc.(1) (2) |
Diversified Telecommunication Services |
8.20% |
L + 6.25%; 1.00% Floor |
09/25/2024 |
22,084 |
21,764 |
19,876 |
|
Empirix, Inc.(1) (2) (3) |
Diversified Telecommunication Services |
|
L + 6.25%; 1.00% Floor |
09/25/2023 |
1,300 |
(17) |
(130) |
|
Eptam Plastics, Ltd.(2) |
Health Care Equipment & Supplies |
7.30% |
L + 5.50%; 1.00% Floor |
12/06/2025 |
4,300 |
4,236 |
4,235 |
|
Eptam Plastics, Ltd.(2) (3) |
Health Care Equipment & Supplies |
7.30% |
L + 5.50%; 1.00% Floor |
12/06/2025 |
915 |
215 |
215 |
|
Eptam Plastics, Ltd.(2) (3) |
Health Care Equipment & Supplies |
|
L + 5.50%; 1.00% Floor |
12/06/2025 |
1,830 |
(14) |
(14) |
|
Fenergo Finance 3 Limited(1) (2) (5) |
Diversified Financial Services |
8.31% |
L + 6.25%; 1.00% Floor |
09/05/2024 |
€ 17,800 |
20,391 |
19,816 |
|
Fenergo Finance 3 Limited(1) (2) (3) (5) |
Diversified Financial Services |
|
L + 6.25%; 1.00% Floor |
09/05/2024 |
1,182 |
(16) |
(9) |
|
Fenergo Finance 3 Limited(1) (2) (3) (5) |
Diversified Financial Services |
|
L + 6.25%; 1.00% Floor |
09/05/2024 |
€ 1,500 |
(24) |
(13) |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) |
Hotels, Restaurants & Leisure |
7.29% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
4,449 |
4,375 |
4,405 |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) |
Hotels, Restaurants & Leisure |
7.29% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
889 |
875 |
880 |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) |
Hotels, Restaurants & Leisure |
7.29% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
562 |
553 |
556 |
|
FWR Holding Corporation (dba First Watch Restaurants)(1) (3) |
Hotels, Restaurants & Leisure |
7.29% |
L + 5.50%; 1.00% Floor |
08/21/2023 |
587 |
490 |
493 |
|
Gastro Health Holdco, LLC(1) (2) |
Health Care Providers & Services |
7.45% |
L + 5.50%; 1.00% Floor |
09/04/2024 |
12,630 |
12,422 |
12,440 |
|
Gastro Health Holdco, LLC(1) (2) |
Health Care Providers & Services |
7.43% |
L + 5.50%; 1.00% Floor |
09/04/2024 |
5,079 |
4,994 |
5,003 |
|
Gastro Health Holdco, LLC(1) (2) (3) |
Health Care Providers & Services |
7.40% |
L + 5.50%; 1.00% Floor |
09/04/2024 |
4,876 |
4,057 |
4,048 |
|
Gastro Health Holdco, LLC(1) (2) (3) |
Health Care Providers & Services |
|
L + 5.50%; 1.00% Floor |
09/04/2023 |
2,000 |
(30) |
(30) |
|
Gastro Health Holdco, LLC(1) (2) (3) |
Health Care Providers & Services |
|
L + 5.50%; 1.00% Floor |
09/04/2024 |
5,100 |
(42) |
(77) |
|
GH Holding Company (dba Grace Hill)(1) |
Real Estate Management & Development |
6.30% |
L + 4.50% |
02/28/2023 |
7,388 |
7,363 |
7,351 |
|
GI Revelation Acquisition LLC (dba Consilio) |
IT Services |
6.80% |
L + 5.00% |
04/16/2025 |
4,682 |
4,663 |
4,398 |
|
GK Holdings, Inc. (dba Global Knowledge) |
IT Services |
7.94% |
L + 6.00%; 1.00% Floor |
01/20/2021 |
8,550 |
8,537 |
6,412 |
|
GlobalTranz Enterprises, Inc.(2) |
Road & Rail |
6.79% |
L + 5.00% |
05/15/2026 |
7,681 |
7,538 |
6,990 |
|
GlobalTranz Enterprises, Inc.(2) (3) |
Road & Rail |
|
L + 5.00% |
05/15/2026 |
1,992 |
– |
(179) |
|
Granicus, Inc.(2) |
Software |
6.69% |
L + 4.75%; 1.00% Floor |
09/07/2022 |
9,947 |
9,866 |
9,847 |
The accompanying notes are part of these unaudited consolidated financial statements.
15
Consolidated Schedule of Investments as of December 31, 2019 (continued)
(in thousands, except share and per share amounts)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and
|
Maturity |
Par
|
Cost |
Fair
|
|
Halo Branded Solutions, Inc. |
Commercial Services & Supplies |
6.30% |
L + 4.50%; 1.00% Floor |
06/30/2025 |
$ 8,491 |
$8,419 |
$8,278 |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2) |
Hotels, Restaurants & Leisure |
8.71% |
L + 6.75%; 1.00% Floor |
07/09/2025 |
23,157 |
22,723 |
22,694 |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth)(1) (2) (3) |
Hotels, Restaurants & Leisure |
8.54% |
L + 6.75%; 1.00% Floor |
07/09/2025 |
1,883 |
248 |
245 |
|
Hygiena Borrower LLC |
Life Sciences Tools & Services |
5.94% |
L + 4.00%; 1.00% Floor |
08/26/2022 |
12,521 |
12,432 |
12,271 |
|
Hygiena Borrower LLC(3) |
Life Sciences Tools & Services |
|
L + 4.00%; 1.00% Floor |
08/26/2022 |
715 |
(3) |
(14) |
|
Hygiena Borrower LLC(3) |
Life Sciences Tools & Services |
|
L + 4.00%; 1.00% Floor |
08/26/2022 |
1,313 |
(11) |
(26) |
|
iCIMS, Inc.(1) (2) |
Software |
8.29% |
L + 6.50%; 1.00% Floor |
09/12/2024 |
29,895 |
29,403 |
29,372 |
|
iCIMS, Inc.(1) (2) |
Software |
8.29% |
L + 6.50%; 1.00% Floor |
09/12/2024 |
5,506 |
5,405 |
5,409 |
|
iCIMS, Inc.(1) (2) (3) |
Software |
|
L + 6.50%; 1.00% Floor |
09/12/2024 |
1,868 |
(29) |
(33) |
|
Infinity Sales Group(1) |
Media |
12.45% |
L + 10.50%; 1.00% Floor |
11/23/2022 |
25,579 |
25,579 |
27,625 |
|
Integral Ad Science, Inc.(1) (2) |
Interactive Media & Services |
9.05% |
L + 7.25% (incl. 1.25% PIK); 1.00% Floor |
07/19/2024 |
25,653 |
25,244 |
25,269 |
|
Integral Ad Science, Inc.(1) (2) (3) |
Interactive Media & Services |
|
L + 6.00%; 1.00% Floor |
07/19/2023 |
1,815 |
(26) |
(27) |
|
Internet Truckstop Group, LLC (dba Truckstop)(1) (2) |
Transportation Infrastructure |
6.95% |
L + 5.00%; 1.00% Floor |
04/02/2025 |
22,208 |
21,710 |
21,875 |
|
Internet Truckstop Group, LLC (dba Truckstop)(1) (2) (3) |
Transportation Infrastructure |
|
L + 5.00%; 1.00% Floor |
04/02/2025 |
1,800 |
(39) |
(27) |
|
Iracore International Holdings, Inc.^ (1) |
Energy Equipment & Services |
10.88% |
L + 9.00%; 1.00% Floor |
04/12/2021 |
2,917 |
2,917 |
2,917 |
|
Jill Acquisition LLC (dba J. Jill) |
Specialty Retail |
6.93% |
L + 5.00%; 1.00% Floor |
05/08/2022 |
6,841 |
6,817 |
5,575 |
|
Kawa Solar Holdings Limited^ (1) (5) (6) |
Construction & Engineering |
|
|
05/26/2020 |
3,917 |
3,575 |
3,502 |
|
Kawa Solar Holdings Limited^ (1) (5) (6) |
Construction & Engineering |
|
|
05/26/2020 |
5,201 |
2,683 |
– |
|
Lithium Technologies, Inc.(1) (2) |
Interactive Media & Services |
10.04% |
L + 8.00%; 1.00% Floor |
10/03/2022 |
38,966 |
38,373 |
38,381 |
|
Lithium Technologies, Inc.(1) (2) (3) |
Interactive Media & Services |
|
L + 8.00%; 1.00% Floor |
10/03/2022 |
2,684 |
(37) |
(40) |
|
Mailgun Technologies, Inc.(1) (2) |
Interactive Media & Services |
6.95% |
L + 5.00%; 1.00% Floor |
03/26/2025 |
15,896 |
15,607 |
15,618 |
|
Mailgun Technologies, Inc.(1) (2) (3) |
Interactive Media & Services |
|
L + 5.00%; 1.00% Floor |
03/26/2025 |
993 |
– |
(17) |
|
Mervin Manufacturing, Inc.(1) |
Leisure Products |
9.30% |
L + 7.50%; 1.00% Floor |
09/30/2022 |
10,886 |
10,885 |
10,668 |
|
Midwest Transport, Inc.(1) (2) |
Road & Rail |
9.06% |
L + 7.00%; 1.00% Floor |
10/02/2023 |
11,906 |
11,812 |
11,787 |
|
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2) |
Health Care Technology |
7.43% |
L + 5.50%; 1.00% Floor |
11/15/2024 |
20,713 |
20,350 |
20,351 |
|
MMIT Holdings, LLC (dba Managed Markets Insight & Technology)(1) (2) (3) |
Health Care Technology |
7.44% |
L + 5.50%; 1.00% Floor |
11/15/2024 |
3,188 |
840 |
837 |
|
Netvoyage Corporation (dba
|
Software |
9.55% |
L + 7.75%; 1.00% Floor |
03/22/2024 |
3,990 |
3,913 |
3,940 |
|
Netvoyage Corporation (dba
|
Software |
9.55% |
L + 7.75%; 1.00% Floor |
03/22/2024 |
8,514 |
8,401 |
8,408 |
|
Netvoyage Corporation (dba
|
Software |
|
L + 7.75%; 1.00% Floor |
03/24/2022 |
654 |
(6) |
(8) |
|
Output Services Group, Inc. |
Diversified Consumer Services |
6.30% |
L + 4.50%; 1.00% Floor |
03/27/2024 |
3,942 |
3,928 |
3,262 |
|
Output Services Group, Inc.(3) |
Diversified Consumer Services |
|
L + 4.25%; 1.00% Floor |
03/27/2024 |
24 |
– |
(4) |
|
Pathway Vet Alliance LLC(1) (2) |
Health Care Providers & Services |
6.30% |
L + 4.50% |
12/20/2024 |
4,771 |
4,730 |
4,723 |
|
Pathway Vet Alliance LLC(1) (2) |
Health Care Providers & Services |
6.30% |
L + 4.50% |
12/20/2024 |
1,686 |
1,671 |
1,669 |
|
Pharmalogic Holdings Corp.(1) |
Health Care Equipment & Supplies |
5.80% |
L + 4.00% |
06/11/2023 |
3,238 |
3,233 |
3,222 |
|
Pharmalogic Holdings Corp.(1) |
Health Care Equipment & Supplies |
5.80% |
L + 4.00% |
06/11/2023 |
1,760 |
1,756 |
1,751 |
|
Pharmalogic Holdings Corp.(1) |
Health Care Equipment & Supplies |
5.80% |
L + 4.00% |
06/11/2023 |
1,729 |
1,721 |
1,720 |
The accompanying notes are part of these unaudited consolidated financial statements.
16
Consolidated Schedule of Investments as of December 31, 2019 (continued)
(in thousands, except share and per share amounts)
The accompanying notes are part of these unaudited consolidated financial statements.
17
Consolidated Schedule of Investments as of December 31, 2019 (continued)
(in thousands, except share and per share amounts)
|
Investment * |
Industry |
Interest Rate (+) |
Reference Rate and
|
Maturity |
Par
|
Cost |
Fair
|
|
2nd Lien/Senior Secured Debt – 34.61% |
|
||||||
|
American Dental Partners, Inc.(1) (2) |
Health Care Providers & Services |
10.44% |
L + 8.50%; 1.00% Floor |
09/25/2023 |
$ 5,738 |
$5,644 |
$5,637 |
|
Bolttech Mannings, Inc.^^ (1) |
Commercial Services & Supplies |
9.91% |
L + 8.00% PIK |
11/19/2021 |
23,453 |
23,453 |
22,515 |
|
DiscoverOrg, LLC(2) |
Software |
10.19% |
L + 8.50% |
02/01/2027 |
10,000 |
9,861 |
10,000 |
|
ERC Finance, LLC (dba Eating Recovery Center)(1) (2) |
Health Care Providers & Services |
10.02% |
L + 8.22%; 1.00% Floor |
09/22/2025 |
19,800 |
19,448 |
19,454 |
|
Genesis Acquisition Co. (dba ProCare Software)(1) (2) |
Diversified Financial Services |
9.60% |
L + 7.50% |
07/31/2025 |
7,000 |
6,851 |
6,825 |
|
Genesis Acquisition Co. (dba ProCare Software)(1) (2) (3) |
Diversified Financial Services |
|
L + 7.50% |
07/31/2025 |
1,800 |
(18) |
(45) |
|
GK Holdings, Inc. (dba Global Knowledge) |
IT Services |
12.19% |
L + 10.25%; 1.00% Floor |
01/20/2022 |
3,000 |
2,977 |
2,100 |
|
Hygiena Borrower LLC(1) |
Life Sciences Tools & Services |
9.69% |
L + 7.75%; 1.00% Floor |
08/26/2023 |
1,860 |
1,832 |
1,827 |
|
Hygiena Borrower LLC(1) (3) |
Life Sciences Tools & Services |
9.69% |
L + 7.75%; 1.00% Floor |
08/26/2023 |
680 |
91 |
85 |
|
ICP Industrial, Inc.(1) (2) |
Chemicals |
10.04% |
L + 8.25%; 1.00% Floor |
05/03/2024 |
20,400 |
20,026 |
19,992 |
|
IHS Intermediate Inc. (dba Interactive Health Solutions)(1) (8) |
Health Care Providers & Services |
|
L + 8.25%; 1.00% Floor |
07/20/2022 |
10,000 |
9,902 |
2,500 |
|
Market Track, LLC(1) (2) |
Media |
9.68% |
L + 7.75%; 1.00% Floor |
06/05/2025 |
22,200 |
21,695 |
21,368 |
|
MPI Products LLC(1) (4) (8) |
Auto Components |
|
L + 9.00%; 1.00% Floor |
01/30/2020 |
20,000 |
19,090 |
12,700 |
|
National Spine and Pain Centers, LLC(1) (2) |
Health Care Providers & Services |
10.05% |
L + 8.25%; 1.00% Floor |
12/02/2024 |
19,100 |
18,678 |
18,384 |
|
Odyssey Logistics & Technology Corporation(2) |
Road & Rail |
9.80% |
L + 8.00%; 1.00% Floor |
10/12/2025 |
18,722 |
18,381 |
18,067 |
|
SMB Shipping Logistics, LLC
|
Air Freight & Logistics |
9.90% |
L + 8.00%; 1.00% Floor |
02/03/2025 |
41,667 |
41,107 |
40,937 |
|
Spectrum Plastics Group, Inc.(2) |
Containers & Packaging |
8.80% |
L + 7.00%; 1.00% Floor |
01/31/2026 |
6,248 |
6,222 |
4,925 |
|
YI, LLC (dba Young
|
Health Care Equipment & Supplies |
9.69% |
L + 7.75%; 1.00% Floor |
11/07/2025 |
15,235 |
14,868 |
14,854 |
|
Zep Inc.(2) |
Chemicals |
10.19% |
L + 8.25%; 1.00% Floor |
08/11/2025 |
23,800 |
23,332 |
11,900 |
|
|
|
|
|
|
|
|
|
|
Total 2nd Lien/Senior Secured Debt |
|
263,440 |
234,025 |
||||
|
|
|
||||||
|
Unsecured Debt – 1.10% |
|
||||||
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)^ (1) |
Aerospace & Defense |
12.00% PIK |
|
03/06/2021 |
4,417 |
4,417 |
4,417 |
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies)^ (1) |
Aerospace & Defense |
12.00% PIK |
|
03/06/2021 |
1,928 |
1,928 |
1,928 |
|
Conergy Asia & ME Pte.
|
Construction & Engineering |
10.00% |
|
05/26/2020 |
1,064 |
1,064 |
1,064 |
|
|
|
|
|
|
|
|
|
|
Total Unsecured Debt |
|
7,409 |
7,409 |
||||
|
Investment * |
Industry |
Interest Rate |
Par
|
Cost |
Fair
|
|
Preferred Stock – 7.21% |
|||||
|
Accuity Delivery Systems, LLC^ (1) (2) (6) (9) |
Health Care Providers & Services |
$ 97,130 |
$3,200 |
$5,119 |
|
|
Animal Supply Holdings, LLC^^ (1) (6) (9) |
Distributors |
250,000 |
25,000 |
23,100 |
|
|
CB-HDT Holdings, Inc. (dba Hunter Defense
|
Aerospace & Defense |
1,108,333 |
10,186 |
18,476 |
|
|
Conergy Asia Holdings, Ltd.^ (1) (5) (6) (9) |
Construction & Engineering |
600,000 |
600 |
– |
|
|
Kawa Solar Holdings Limited^ (1) (5) (8) (9) |
Construction & Engineering |
8.00% |
63,260 |
778 |
– |
|
Wine.com, LLC(1) (2) (6) (9) |
Beverages |
221,072 |
1,900 |
2,067 |
|
|
|
|
|
|
|
|
|
Total Preferred Stock |
|
|
|
41,664 |
48,762 |
|
|
|
|
|
|
|
|
Common Stock – 7.12% |
|
|
|
|
|
|
Animal Supply Holdings, LLC^^ (1) (6) (9) |
Distributors |
406,226 |
29,230 |
23,764 |
|
|
Bolttech Mannings, Inc.^^ (1) (6) (9) |
Commercial Services & Supplies |
8,000 |
6,591 |
339 |
|
|
CB-HDT Holdings, Inc. (dba Hunter Defense
|
Aerospace & Defense |
453,383 |
2,393 |
7,427 |
|
|
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Class B^^^ (1) (2) (9) |
Health Care Providers & Services |
8,464 |
1,141 |
1,617 |
|
|
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Performance Units^^^ (1) (2) (5) (6) (9) |
Health Care Providers & Services |
7,988 |
159 |
464 |
|
|
Conergy Asia Holdings, Ltd.^ (1) (5) (6) (9) |
Construction & Engineering |
2,000 |
4,700 |
– |
|
|
Country Fresh Holding Company Inc.(1) (2) (6) (9) |
Food Products |
671 |
839 |
582 |
|
|
Elah Holdings, Inc.^ (1) (2) (6) (9) |
Capital Markets |
46,214 |
2,234 |
2,234 |
|
|
Iracore International Holdings, Inc.^ (1) (6) (9) |
Energy Equipment & Services |
28,898 |
7,003 |
7,967 |
|
|
Kawa Solar Holdings Limited^ (1) (5) (6) (9) |
Construction & Engineering |
1,399,556 |
– |
– |
|
|
National Spine and Pain Centers, LLC(1) (2) (6) (9) |
Health Care Providers & Services |
600 |
600 |
120 |
|
|
Prairie Provident Resources, Inc.^^^ (5) (6) |
Oil, Gas & Consumable Fuels |
3,579,988 |
9,237 |
124 |
|
|
Wrike, Inc.(1) (2) (6) (9) |
Professional Services |
3,484,784 |
2,165 |
3,004 |
|
|
Yasso, Inc.(1) (2) (6) (9) |
Food Products |
850 |
850 |
466 |
|
|
|
|
|
|
|
|
|
Total Common Stock |
|
|
|
67,142 |
48,108 |
|
|
|
|
|||
|
TOTAL INVESTMENTS – 215.09% |
$ 1,509,847 |
$ 1,454,252 |
|||
|
|
|
|
|
|
|
|
LIABILITIES IN EXCESS OF OTHER ASSETS – (115.09%) |
$ (778,127) |
||||
|
|
|
|
|
|
|
|
NET ASSETS – 100.00% |
$ 676,125 |
||||
|
|
|
|
|
|
|
The accompanying notes are part of these unaudited consolidated financial statements.
18
Consolidated Schedule of Investments as of December 31, 2019 (continued)
(in thousands, except share and per share amounts)
|
* |
Assets are pledged as collateral for the Revolving Credit Facility. See Note 6 “Debt”. |
|
(+) |
Represents the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of December 31, 2019, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 2.00%, 1.91%, 1.91%, 1.83%, 1.76% and 1.63%, respectively. As of December 31, 2019, P was 4.75%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2019. |
|
(++) |
The total par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Euro (“€”). |
|
# |
Percentages are based on net assets. |
|
^ |
As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”. |
|
^^ |
As defined in the Investment Company Act of 1940, the investment is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3 “Significant Agreements and Related Party Transactions”. |
|
^^^ |
The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 “Significant Agreements and Related Party Transactions”. |
|
(1) |
The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”. |
|
(2) |
Represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”. |
|
(3) |
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. The negative cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount on the loan. See Note 8 “Commitments and Contingencies”. |
|
(4) |
The investment includes an exit fee that is receivable upon repayment of the loan. See Note 2 “Significant Accounting Policies”. |
|
(5) |
The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2019 the aggregate fair value of these securities is $55,945 or 3.79% of the Company’s total assets. |
|
(6) |
Non-income producing security. |
|
(7) |
In exchange for the greater risk of loss, the “last-out” portion of the Company’s unitranche loan investment generally earns a higher interest rate than the “first-out” portions. The “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that the Company would continue to hold. |
|
(8) |
The investment is on non-accrual status as of December 31, 2019. |
|
(9) |
Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2019, the aggregate fair value of these securities is $96,746 or 14.31% of the Company’s net assets. The acquisition dates of the restricted securities are as follows: |
|
Investment |
Acquisition Date |
|
Accuity Delivery Systems, LLC – Preferred Stock |
06/13/2018 |
|
Animal Supply Holdings, LLC – Common Stock |
02/22/2019 |
|
Animal Supply Holdings, LLC – Preferred Stock |
02/22/2019 |
|
Bolttech Mannings, Inc. – Common Stock |
12/22/2017 |
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) – Preferred Stock |
07/01/2016 |
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) – Common Stock |
07/01/2016 |
|
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Class B – Common Stock |
03/30/2018 |
|
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) – Performance Units – Common Stock |
03/30/2018 |
|
Conergy Asia Holdings, Ltd. – Common Stock |
07/31/2017 |
|
Conergy Asia Holdings, Ltd. – Preferred Stock |
08/23/2017 |
|
Country Fresh Holding Company Inc. – Common Stock |
04/29/2019 |
|
Elah Holdings, Inc. – Common Stock |
05/09/2018 |
|
Iracore International Holdings, Inc. – Common Stock |
04/13/2017 |
|
Kawa Solar Holdings Limited – Common Stock |
08/17/2016 |
|
Kawa Solar Holdings Limited – Preferred Stock |
10/25/2016 |
|
National Spine and Pain Centers, LLC – Common Stock |
06/02/2017 |
|
Wine.com, LLC – Preferred Stock |
11/14/2018 |
|
Wrike, Inc. – Common Stock |
12/31/2018 |
|
Yasso, Inc. – Common Stock |
03/23/2017 |
|
|
|
PIK – Payment-In-Kind
|
ADDITIONAL INFORMATION |
||||
|
Foreign currency forward contracts |
||||
|
Counterparty |
Currency Purchased |
Currency Sold |
Settlement |
Unrealized Appreciation
|
|
|
||||
|
Bank of America, N.A. |
USD 162 |
EUR 147 |
01/06/2020 |
$(3) |
|
Bank of America, N.A. |
USD 393 |
EUR 325 |
01/06/2020 |
29 |
|
Bank of America, N.A. |
USD 248 |
EUR 223 |
04/06/2020 |
(4) |
|
Bank of America, N.A. |
USD 399 |
EUR 327 |
04/06/2020 |
30 |
|
Bank of America, N.A. |
USD 237 |
EUR 212 |
07/06/2020 |
(4) |
|
Bank of America, N.A. |
USD 400 |
EUR 325 |
07/06/2020 |
31 |
|
Bank of America, N.A. |
USD 536 |
EUR 479 |
10/05/2020 |
(10) |
|
Bank of America, N.A. |
USD 528 |
EUR 468 |
01/05/2021 |
(10) |
|
Bank of America, N.A. |
USD 517 |
EUR 457 |
04/06/2021 |
(10) |
|
Bank of America, N.A. |
USD 517 |
EUR 455 |
07/06/2021 |
(11) |
|
Bank of America, N.A. |
USD 294 |
EUR 258 |
10/05/2021 |
(6) |
|
|
||||
|
|
|
|
|
$32 |
|
|
|
|
|
|
|
Currency Abbreviations: |
|
EUR – Euro |
|
USD – U.S. Dollar |
The accompanying notes are part of these unaudited consolidated financial statements.
19
Notes to the Consolidated Financial Statements
(in thousands, except share and per share amounts)
(Unaudited)
1.ORGANIZATION
Goldman Sachs BDC, Inc. (the “Company,” which term refers to either Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require) was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company (“SMLLC”), on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. (“Group Inc.”) as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2013.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche loans, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to Group Inc., together with GS & Co., GSAM and its other subsidiaries.
On March 23, 2015, the Company completed its initial public offering and the Company’s common stock began trading on the New York Stock Exchange under the symbol “GSBD”.
The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain equity or equity-like investments in portfolio companies. The Company also has formed a wholly owned subsidiary, which is structured as a Delaware corporation, to effect the Merger (as defined below).
The Merger
On December 9, 2019, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Goldman Sachs Middle Market Lending Corp. (“GS MMLC”), a Delaware corporation, Evergreen Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and GSAM, a Delaware limited partnership and investment adviser to each of the Company and GS MMLC (together with the Company, GS MMLC and GSAM, the “Parties”). Due to the volatility of the market price of the Company’s common stock precipitated by the COVID-19 pandemic, it became unclear whether a closing condition in the Original Merger Agreement that required GS MMLC stockholders to receive shares of the Company’s common stock that have a market value in excess of GS MMLC’s net asset value (“NAV”) would be satisfied. As a result, on June 11, 2020, the Parties amended and restated the Original Merger Agreement in its entirety (as amended and restated, the “Amended and Restated Merger Agreement”) to, among other things, change the consideration to be paid to GS MMLC stockholders from 0.9939 shares of Company’s common stock for each share of GS MMLC common stock under the Original Merger Agreement to NAV for NAV (i.e., a number of shares of Company’s common stock with a NAV equal to the NAV per share of GS MMLC common stock (such number of shares of the Company’s common stock, the “Exchange Ratio”), in each case determined no earlier than 48 hours (excluding Sundays and holidays) prior to the effective time of the First Merger (as defined below)) (the “Merger Consideration”).
The Amended and Restated Merger Agreement provides that, on the terms and subject to the conditions set forth in the Amended and Restated Merger Agreement, Merger Sub will merge with and into GS MMLC, with GS MMLC continuing as the surviving company (the “First Merger”) and, immediately thereafter, GS MMLC will merge with and into the Company, with the Company continuing as the surviving company (the “Second Merger” and, together with the First Merger, the “Merger”).
In the First Merger, each share of GS MMLC common stock issued and outstanding immediately prior to the effective time of the First Merger (other than certain excluded shares as described in the Amended and Restated Merger Agreement) will be converted into the right to receive a number of shares of the Company’s common stock equal to the Exchange Ratio. Any holder of GS MMLC common stock converted pursuant to the First Merger that would otherwise have been entitled to receive a fraction of a share of the Company’s common stock will receive cash in lieu thereof.
The Amended and Restated Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Company’s and GS MMLC’s businesses during the period prior to the closing of the Merger. The foregoing description of the Amended and Restated Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Merger Agreement.
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The representations and warranties and covenants set forth in the Amended and Restated Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Amended and Restated Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Amended and Restated Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. For further information, see Note 12 “Pending Merger with GS MMLC.”
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SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.
Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2019, included in the Company’s annual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2020. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, BDC Blocker I, LLC (formerly known as My-On BDC Blocker, LLC), GSBD Blocker II, LLC and GSBD Wine I, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.
The Company did not consolidate its previous equity interest in Senior Credit Fund, LLC (the “Senior Credit Fund”). For further description of the Company’s previous investment in the Senior Credit Fund, see Note 4 “Investments”.
Revenue Recognition
The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income, for which the Company has earned the following:
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For the Three Months Ended |
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For the Six Months Ended |
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June 30, 2020 |
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June 30, 2019 |
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June 30, 2020 |
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June 30, 2019 |
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Prepayment premiums |
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$ |
100 |
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$ |
1,068 |
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$ |
100 |
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$ |
1,714 |
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Accelerated amortization of upfront loan origination fees and unamortized discounts |
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$ |
210 |
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$ |
1,660 |
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$ |
606 |
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$ |
2,697 |
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Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
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Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income.
Certain structuring fees, amendment fees, syndication fees and commitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.
Non-Accrual Investments
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of June 30, 2020, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 0.9% and 0.1% of the total investments (excluding an investment in a money market fund, if any, managed by an affiliate of Group Inc.) at amortized cost and at fair value. As of December 31, 2019, the Company had certain investments held in three portfolio companies on non-accrual status, which represented 2.0% and 1.0% of the total investments (excluding an investment in a money market fund, if any, managed by an affiliate of Group Inc.) at amortized cost and at fair value.
Investments
The Company carries its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the board of directors (the “Board of Directors”) within the meaning of the Investment Company Act.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement”.
The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Investment Adviser day-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Board of Directors or Investment Adviser has a bona fide reason to believe any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:
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(1) |
The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment; |
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(2) |
The Board of Directors also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser and the portfolio companies as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor; |
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(4) |
The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors; |
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(5) |
The Audit Committee of the Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and |
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(6) |
The Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Investment Adviser, the Independent Valuation Advisors and the Audit Committee. |
Money Market Funds
Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”
Cash
Cash consists of deposits held at a custodian bank. As of June 30, 2020 and December 31, 2019, the Company held an aggregate cash balance of $16,318 and $9,409. Foreign currency of $1,481 and $1,003 (acquisition cost of $1,464 and $991) is included in cash as of June 30, 2020 and December 31, 2019.
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation of non-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Derivatives
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.
The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.
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The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.
The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2013. So long as the Company maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
To maintain its tax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required. For the three and six months ended June 30, 2020, the Company accrued excise taxes of $389 and $816. As of June 30, 2020, $1,010 of accrued excise taxes remained payable. For the three and six months ended June 30, 2019, the Company accrued excise taxes of $446 and $888.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations.
Distributions
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to paid-in capital in excess of par or distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and may carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
The Company has a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and GS & Co. has opted out of the dividend reinvestment plan in respect of shares of the Company’s common stock acquired through its 10b5-1 plan.
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Deferred Financing and Debt Issuance Costs
Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with Truist Bank (formerly known as SunTrust Bank), as administrative agent, and Bank of America, N.A., as syndication agent, the offering of the Company’s 4.50% Convertible Notes due 2022 (the “Convertible Notes”), and the offering of the Company’s 3.75% Notes due 2025 (the “2025 Notes”). The aforementioned costs are amortized using the straight-line method over each instrument’s term. Deferred financing costs related to the Revolving Credit Facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to the Convertible Notes and the 2025 Notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.
Deferred Offering Costs
The Company records expenses related to registration statement filings and applicable offering costs as deferred offering costs. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.
New Accounting Pronouncements
In March 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The Company adopted this ASU in June 2020 and this adoption did not have a material impact on the Company’s consolidated financial statements.
In May 2020, the SEC adopted the final rule under SEC release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, amending certain disclosure requirements applicable to acquisitions and dispositions of businesses, including real estate operations and investment companies. The final rule is effective on January 1, 2021. Voluntary early adoption is permitted immediately, provided that the new rules are applied in their entirety from the date of early adoption. The Company is currently evaluating the impact of adopting the final rule on its consolidated financial statements.
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SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS |
Investment Management Agreement
The Company has entered into an investment management agreement (as amended and restated as of June 15, 2018, the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.
Management Fee
The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee (i) was calculated at an annual rate of 1.50% (0.375% per quarter) (the “Original Rate”) through June 14, 2018 and (ii) is calculated at an annual rate of 1.00% (0.25% per quarter) (the “New Rate”) thereafter, in each case, of the average value of the Company’s gross assets (excluding cash or cash equivalents but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. The Management Fee for any partial quarter (including any quarter during which both the Original Rate and the New Rate were in effect) will be appropriately prorated based on the actual number of days elapsed relative to the total number of days in such calendar quarter.
For the three and six months ended June 30, 2020, Management Fees amounted to $3,617 and $7,283. The Investment Adviser has voluntarily agreed to permanently waive $2,150 and $2,810 of Management Fees for the three and six months ended June 30, 2020. As of June 30, 2020, $1,467 remained payable. For the three and six months ended June 30, 2019, Management Fees amounted to $3,742 and $7,278.
Incentive Fee
The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. The Incentive Fee is calculated as follows:
A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below. The Investment Adviser is entitled to receive the Incentive Fee based on income if Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” of 1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account changes in the market price of the Company’s common stock.
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The Incentive Fee based on income is determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since January 1, 2015) (such period the “Trailing Twelve Quarters”). The Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year by reference to an “Annual Period,” which means the period beginning on January 1 of each calendar year and ending on December 31 of such calendar year or, in the case of the first and last year, the appropriate portion thereof.
The hurdle amount for the Incentive Fee based on income is determined on a quarterly basis and is equal to 1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which includes all of the Company’s issuances of shares of its common stock, including issuances pursuant to its dividend reinvestment plan) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated.
i. Quarterly Incentive Fee Based on Income
For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) aggregate net investment income (“Ordinary Income”) in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount”. Ordinary Income is net of all fees and expenses, including the Management Fee but excluding any Incentive Fee.
The Incentive Fee based on income for each quarter is determined as follows:
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No Incentive Fee based on income is payable to the Investment Adviser for any calendar quarter for which there is no Excess Income Amount; |
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100% of the Ordinary Income, if any, that exceeds the hurdle amount, but is less than or equal to an amount, referred to as the “Catch-up Amount,” determined as the sum of 2.1875% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters is included in the calculation of the Incentive Fee based on income; and |
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20% of the Ordinary Income that exceeds the Catch-up Amount is included in the calculation of the Incentive Fee based on income. |
The amount of the Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter equals the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).
The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 20% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.
“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
ii. Annual Incentive Fee Based on Capital Gains
The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each Annual Period, the Company pays the Investment Adviser an amount equal to (A) 20% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from April 1, 2013 until the end of such Annual Period minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from April 1, 2013. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A) above.
26
The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 20% of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three and six months ended June 30, 2020, the Company incurred Incentive Fees based on income of $0 and $0. As of June 30, 2020, no incentive fees remained payable. For the three and six months ended June 30, 2019, the Company incurred Incentive Fees based on income of $4,144 and $4,637. For the three and six months ended June 30, 2020 and 2019, the Company did not accrue or pay any Incentive Fees based on capital gains.
In connection with the Merger, GSAM has agreed to waive a portion of its Incentive Fee based on income to the extent incurred, for a period of nine quarters, commencing with the quarter ended December 31, 2019 and through and including the quarter ending December 31, 2021, otherwise payable by the Company under the Investment Management Agreement by and between the Company and GSAM, as applicable, for each such quarter in an amount sufficient to ensure that the Company’s net investment income per weighted share outstanding for such quarter is at least $0.48 per share. For the three and six months ended June 30, 2020, the Company did not incur an Incentive Fee based on income.
Administration and Custodian Fees
The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).
For the three and six months ended June 30, 2020, the Company incurred expenses for services provided by the Administrator and the Custodian of $224 and $461. As of June 30, 2020, $155 remained payable. For the three and six months ended June 30, 2019, the Company incurred expenses for services provided by the Administrator and the Custodian of $235 and $472.
Transfer Agent Fees
The Company has entered into a transfer agency and services agreement pursuant to which Computershare Trust Company, N.A. serves as the Company’s transfer agent (the “Transfer Agent”), dividend agent and registrar. For the three and six months ended June 30, 2020, the Company incurred expenses for services provided by the Transfer Agent of $4 and $8. As of June 30, 2020, $1 remained payable. For the three and six months ended June 30, 2019, the Company incurred expenses for services provided by the Transfer Agent of $4 and $7.
Common Stock Repurchase Plans
In February 2019, our Board of Directors approved the “Company 10b5-1 Plan”, which provides for the Company to repurchase up to $25,000 of shares of our common stock if the stock trades below the most recently announced net asset value per share, subject to limitations. Under the Company 10b5-1 Plan, no purchases will be made if such purchases would (i) cause the aggregate ownership of our outstanding stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of purchase) or (ii) cause our Debt/Equity Ratio to exceed the lower of (a) 1.40 or (b) the Maximum Debt/Equity Ratio. In the Company 10b5-1 Plan, “Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities and the total notional value of the Purchaser’s unfunded commitments divided by 85% of total equity, as of the most recent reported financial statement end date, and “Maximum Debt/Equity Ratio” means the sum of debt on the balance sheet and committed uncalled debt divided by net assets, as of the most recent reported financial statement end date. Purchases under the Company 10b5-1 Plan would be conducted on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and other applicable securities laws. The Company 10b5-1 Plan took effect on March 18, 2019, was temporarily suspended on December 9, 2019 and expired on March 18, 2020.
The Company’s repurchase of its common stock under the Company 10b5-1 Plan or otherwise may result in the price of the Company’s common stock being higher than the price that otherwise might exist in the open market. For the three and six months ended June 30, 2020 and 2019, the Company did not repurchase any of its common stock pursuant to the Company 10b5-1 Plan or otherwise.
27
As of June 30, 2020 and December 31, 2019, Group Inc. owned 16.05% and 16.06%, of the outstanding shares of the Company’s common stock. The table below presents the Company’s affiliated investments:
|
|
|
Beginning Fair Value Balance |
|
|
Gross Additions(3) |
|
|
Gross Reductions(4) |
|
|
Net Realized Gain(Loss) |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Ending Fair Value Balance |
|
|
Dividend, Interest, PIK and Other Income |
|
|||||||
|
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Animal Supply Holdings, LLC |
|
$ |
50,685 |
|
|
$ |
126 |
|
|
$ |
(9 |
) |
|
$ |
— |
|
|
$ |
(24,329 |
) |
|
$ |
26,473 |
|
|
$ |
249 |
|
|
Bolttech Mannings, Inc. |
|
|
22,854 |
|
|
|
22,472 |
|
|
|
(20,401 |
) |
|
|
(4,704 |
) |
|
|
(284 |
) |
|
|
19,937 |
|
|
|
908 |
|
|
Total Controlled Affiliates |
|
$ |
73,539 |
|
|
$ |
22,598 |
|
|
$ |
(20,410 |
) |
|
$ |
(4,704 |
) |
|
$ |
(24,613 |
) |
|
$ |
46,410 |
|
|
$ |
1,157 |
|
|
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goldman Sachs Financial Square Government Fund(1) |
|
$ |
— |
|
|
$ |
209,986 |
|
|
$ |
(120,516 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
89,470 |
|
|
$ |
43 |
|
|
Accuity Delivery Systems, LLC |
|
|
15,213 |
|
|
|
28 |
|
|
|
— |
|
|
|
— |
|
|
|
1,111 |
|
|
|
16,352 |
|
|
|
502 |
|
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) |
|
|
32,248 |
|
|
|
373 |
|
|
|
(503 |
) |
|
|
— |
|
|
|
12,065 |
|
|
|
44,183 |
|
|
|
373 |
|
|
Collaborative Imaging, LLC (dba Texas Radiology Associates) |
|
|
17,311 |
|
|
|
15 |
|
|
|
— |
|
|
|
— |
|
|
|
(589 |
) |
|
|
16,737 |
|
|
|
636 |
|
|
Conergy Asia Holdings, Ltd. |
|
|
1,064 |
|
|
|
1,275 |
|
|
|
(1,055 |
) |
|
|
(211 |
) |
|
|
(82 |
) |
|
|
991 |
|
|
|
45 |
|
|
Elah Holdings, Inc. |
|
|
2,234 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
2,233 |
|
|
|
— |
|
|
Iracore International Holdings, Inc. |
|
|
10,884 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(140 |
) |
|
|
10,744 |
|
|
|
153 |
|
|
Kawa Solar Holdings Limited |
|
|
3,502 |
|
|
|
28 |
|
|
|
— |
|
|
|
— |
|
|
|
(318 |
) |
|
|
3,212 |
|
|
|
— |
|
|
Prairie Provident Resources, Inc. |
|
|
124 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(84 |
) |
|
|
40 |
|
|
|
— |
|
|
Total Non-Controlled Affiliates |
|
$ |
82,580 |
|
|
$ |
211,705 |
|
|
$ |
(122,074 |
) |
|
$ |
(211 |
) |
|
$ |
11,962 |
|
|
$ |
183,962 |
|
|
$ |
1,752 |
|
|
Total Affiliates |
|
$ |
156,119 |
|
|
$ |
234,303 |
|
|
$ |
(142,484 |
) |
|
$ |
(4,915 |
) |
|
$ |
(12,651 |
) |
|
$ |
230,372 |
|
|
$ |
2,909 |
|
|
(1) |
Fund advised by an affiliate of Goldman Sachs. |
|
(2) |
Together with Cal Regents, the Company previously invested through the Senior Credit Fund. Although the Company owns more than 25% of the voting securities of the Senior Credit Fund, the Company does not believe that it had control over the Senior Credit Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”. |
|
(3) |
Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category. |
|
(4) |
Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. |
28
Unconsolidated Significant Subsidiaries
In accordance with Rule 10-01(b)(1) of Regulation S-X (“Rule 10-01(b)(1)”), the Company must determine which of its unconsolidated controlled affiliated investments are considered significant subsidiaries, if any. In evaluating these investments, there are two tests utilized to determine if any of the controlled affiliated investments are considered significant subsidiaries: the investment test and the income test. Rule 10-01(b)(1) requires summarized financial information in a quarterly report if any of the two tests exceeds 20%. The Company had certain unconsolidated controlled affiliated investments for the six months ended June 30, 2020 that met at least one of the significance considerations under Regulation S-X. Accordingly, comparative summarized financial information is presented below for the Company’s investments in Animal Supply Holdings LLC and Bolttech Mannings, Inc.
|
|
|
For the Six Months Ended |
|
|||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||
|
Selected Income Statement Information |
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
354,796 |
|
|
$ |
392,201 |
|
|
Gross profit |
|
$ |
71,467 |
|
|
$ |
81,563 |
|
|
Net income (loss) |
|
$ |
(26,690 |
) |
|
$ |
115,871 |
|
Due to Affiliates
The Investment Adviser pays certain general and administrative expenses, including legal expenses, on behalf of the Company in the ordinary course of business. As of June 30, 2020 and December 31, 2019, there were $376 and $234 included within Accrued expenses and other liabilities paid by the Investment Adviser and its affiliates on behalf of the Company.
Co-investment Activity
In certain circumstances, negotiated co-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the SEC granted exemptive relief (“Exemptive Relief”) that permits the Company to co invest with Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”), GS MMLC, Goldman Sachs Private Middle Market Credit II LLC (“GS PMMC II”) and certain other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, after the date of the exemptive order, subject to certain conditions including that co-investments are made in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and pursuant to the conditions required by the Exemptive Relief, and are allocated fairly among participants. The GSAM Credit Alternatives Team is comprised of investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of GS PMMC, GS MMLC, GS PMMC II and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.
|
4. |
INVESTMENTS |
The Company’s investments (excluding an investment in a money market fund, if any, managed by an affiliate of Group Inc.) consisted of the following:
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||
|
Investment Type |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
|
1st Lien/Senior Secured Debt |
|
$ |
1,135,533 |
|
|
$ |
1,080,703 |
|
|
$ |
1,094,885 |
|
|
$ |
1,080,670 |
|
|
1st Lien/Last-Out Unitranche |
|
|
35,234 |
|
|
|
34,779 |
|
|
|
35,307 |
|
|
|
35,278 |
|
|
2nd Lien/Senior Secured Debt |
|
|
238,804 |
|
|
|
205,341 |
|
|
|
263,440 |
|
|
|
234,025 |
|
|
Unsecured Debt |
|
|
7,288 |
|
|
|
7,206 |
|
|
|
7,409 |
|
|
|
7,409 |
|
|
Preferred Stock |
|
|
41,664 |
|
|
|
59,831 |
|
|
|
41,664 |
|
|
|
48,762 |
|
|
Common Stock |
|
|
75,436 |
|
|
|
36,607 |
|
|
|
67,142 |
|
|
|
48,108 |
|
|
Total Investments |
|
$ |
1,533,959 |
|
|
$ |
1,424,467 |
|
|
$ |
1,509,847 |
|
|
$ |
1,454,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
The industry composition of the Company’s portfolio at fair value and net assets was as follows:
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||
|
Industry |
|
Fair Value |
|
|
Net Assets |
|
|
Fair Value |
|
|
Net Assets |
|
||||
|
Health Care Providers & Services |
|
|
9.1 |
% |
|
|
21.3 |
% |
|
|
10.9 |
% |
|
|
23.5 |
% |
|
Software |
|
|
7.8 |
|
|
|
18.1 |
|
|
|
8.2 |
|
|
|
17.7 |
|
|
Interactive Media & Services |
|
|
7.4 |
|
|
|
17.2 |
|
|
|
7.4 |
|
|
|
15.9 |
|
|
Health Care Technology |
|
|
7.2 |
|
|
|
16.9 |
|
|
|
6.3 |
|
|
|
13.6 |
|
|
IT Services |
|
|
6.3 |
|
|
|
14.8 |
|
|
|
6.5 |
|
|
|
14.1 |
|
|
Real Estate Management & Development |
|
|
6.0 |
|
|
|
13.9 |
|
|
|
5.1 |
|
|
|
11.0 |
|
|
Health Care Equipment & Supplies |
|
|
5.8 |
|
|
|
13.5 |
|
|
|
5.9 |
|
|
|
12.6 |
|
|
Professional Services |
|
|
5.4 |
|
|
|
12.5 |
|
|
|
5.0 |
|
|
|
10.7 |
|
|
Diversified Consumer Services |
|
|
5.1 |
|
|
|
11.8 |
|
|
|
2.6 |
|
|
|
5.7 |
|
|
Commercial Services & Supplies |
|
|
4.1 |
|
|
|
9.5 |
|
|
|
4.5 |
|
|
|
9.6 |
|
|
Media |
|
|
3.3 |
|
|
|
7.7 |
|
|
|
3.4 |
|
|
|
7.3 |
|
|
Aerospace & Defense |
|
|
3.1 |
|
|
|
7.2 |
|
|
|
2.2 |
|
|
|
4.8 |
|
|
Air Freight & Logistics |
|
|
3.1 |
|
|
|
7.1 |
|
|
|
3.2 |
|
|
|
7.0 |
|
|
Diversified Financial Services |
|
|
2.8 |
|
|
|
6.5 |
|
|
|
2.8 |
|
|
|
6.1 |
|
|
Chemicals |
|
|
2.7 |
|
|
|
6.2 |
|
|
|
2.4 |
|
|
|
5.2 |
|
|
Hotels, Restaurants & Leisure |
|
|
2.3 |
|
|
|
5.4 |
|
|
|
2.4 |
|
|
|
5.2 |
|
|
Road & Rail |
|
|
2.3 |
|
|
|
5.3 |
|
|
|
2.5 |
|
|
|
5.4 |
|
|
Distributors |
|
|
1.9 |
|
|
|
4.3 |
|
|
|
3.5 |
|
|
|
7.5 |
|
|
Household Products |
|
|
1.6 |
|
|
|
3.7 |
|
|
|
1.7 |
|
|
|
3.6 |
|
|
Transportation Infrastructure |
|
|
1.5 |
|
|
|
3.5 |
|
|
|
1.5 |
|
|
|
3.2 |
|
|
Diversified Telecommunication Services |
|
|
1.4 |
|
|
|
3.4 |
|
|
|
1.4 |
|
|
|
2.9 |
|
|
Auto Components |
|
|
1.3 |
|
|
|
3.0 |
|
|
|
1.4 |
|
|
|
3.0 |
|
|
Entertainment |
|
|
1.2 |
|
|
|
2.7 |
|
|
|
1.3 |
|
|
|
2.7 |
|
|
Life Sciences Tools & Services |
|
|
0.9 |
|
|
|
2.2 |
|
|
|
1.0 |
|
|
|
2.1 |
|
|
Energy Equipment & Services |
|
|
0.7 |
|
|
|
1.8 |
|
|
|
0.8 |
|
|
|
1.6 |
|
|
Beverages |
|
|
0.7 |
|
|
|
1.7 |
|
|
|
0.6 |
|
|
|
1.2 |
|
|
Trading Companies & Distributors |
|
|
0.7 |
|
|
|
1.7 |
|
|
|
0.8 |
|
|
|
1.7 |
|
|
Leisure Products |
|
|
0.7 |
|
|
|
1.7 |
|
|
|
0.7 |
|
|
|
1.6 |
|
|
Food Products |
|
|
0.6 |
|
|
|
1.4 |
|
|
|
0.6 |
|
|
|
1.3 |
|
|
Insurance |
|
|
0.6 |
|
|
|
1.3 |
|
|
|
0.7 |
|
|
|
1.6 |
|
|
Internet & Direct Marketing Retail |
|
|
0.5 |
|
|
|
1.3 |
|
|
|
0.5 |
|
|
|
1.1 |
|
|
Communications Equipment |
|
|
0.5 |
|
|
|
1.1 |
|
|
|
0.5 |
|
|
|
1.1 |
|
|
Containers & Packaging |
|
|
0.3 |
|
|
|
0.8 |
|
|
|
0.3 |
|
|
|
0.7 |
|
|
Textiles, Apparel & Luxury Goods |
|
|
0.3 |
|
|
|
0.7 |
|
|
|
0.5 |
|
|
|
1.0 |
|
|
Construction & Engineering |
|
|
0.3 |
|
|
|
0.7 |
|
|
|
0.3 |
|
|
|
0.7 |
|
|
Specialty Retail |
|
|
0.3 |
|
|
|
0.6 |
|
|
|
0.4 |
|
|
|
0.8 |
|
|
Capital Markets |
|
|
0.2 |
|
|
|
0.4 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
Oil, Gas & Consumable Fuels(1) |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
Total |
|
|
100.0 |
% |
|
|
232.9 |
% |
|
|
100.0 |
% |
|
|
215.1 |
% |
|
(1) |
Amount rounds to 0.0% |
The geographic composition of the Company’s portfolio at fair value was as follows:
|
Geographic |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
United States |
|
|
95.7 |
% |
|
|
95.7 |
% |
|
Canada |
|
|
2.6 |
|
|
|
2.6 |
|
|
Ireland |
|
|
1.4 |
|
|
|
1.4 |
|
|
Germany |
|
|
0.2 |
|
|
|
0.2 |
|
|
Singapore |
|
|
0.1 |
|
|
|
0.1 |
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
30
The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. The Company invested together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose was to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies. Each of the Company and Cal Regents were responsible for sourcing the Senior Credit Fund’s investments. Each of the Company and Cal Regents had a 50% economic ownership in the Senior Credit Fund and each had subscribed to and has fully contributed $100,000. On December 19, 2016, SPV I entered into an amended and restated credit facility (as amended, the “Asset Based Facility”), which consisted of a revolving credit facility (the “SPV I Revolving Credit Facility”), a term loan facility (the “SPV I Term Loan Facility”) and a Class B loan facility (the “SPV I Class B Facility”), with various lenders. For the Asset Based Facility, Natixis, New York Branch served as the facility agent, and State Street Bank and Trust Company served as the collateral agent. On February 27, 2019, the board of managers of the Senior Credit Fund authorized the liquidation and subsequent dissolution of the Senior Credit Fund and the pro-rata distribution of its assets and liabilities to the members of the Senior Credit Fund. On May 8, 2019, the Company and Cal Regents each contributed $125,555 to the Senior Credit Fund, which was used by the Senior Credit Fund to repay in full all outstanding indebtedness, including all accrued and unpaid interest and fees, under the Asset Based Facility and to fund certain other related expenses that the Senior Credit Fund expects to incur in connection with its dissolution. The Asset Based Facility was then terminated and all liens securing the collateral under the Asset Based Facility were released and terminated.
Following the repayment and termination of the aforementioned Asset Based Facility, the Senior Credit Fund distributed to its members their pro rata share of the assets of the Senior Credit Fund. The pro rata portion of the assets received by the Company included senior secured loans of $215,103 and $210,088 at amortized cost and at fair value, and cash of $9,822. In addition, the Company assumed the obligation to fund outstanding unfunded commitments of the Senior Credit Fund that totaled $5,664, representing its pro rata portion of all unfunded commitments of the Senior Credit Fund at such time. The pro rata portion of the assets received by the Company have been included in the Company’s consolidated financial statements and notes thereto. After the satisfaction of all remaining liabilities and the distribution of remaining assets, the Senior Credit Fund was terminated.
The table below presents the selected statement of operations information for the Senior Credit Fund:
|
|
|
For the |
|
|
For the |
|
||
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||
|
|
|
June 30, |
|
|
June 30, |
|
||
|
|
|
2019* |
|
|
2019* |
|
||
|
Selected Statements of Operations Information: |
|
|
|
|
|
|
|
|
|
Total investment income |
|
$ |
3,608 |
|
|
$ |
12,804 |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Interest and other debt expense |
|
6,564 |
|
|
10,566 |
|
||
|
Professional fees |
|
251 |
|
|
449 |
|
||
|
Administration and custodian fees |
|
49 |
|
|
147 |
|
||
|
Other expenses |
|
12 |
|
|
19 |
|
||
|
Total expenses |
|
$ |
6,876 |
|
|
$ |
11,181 |
|
|
Total net income (loss) |
|
$ |
(3,268 |
) |
|
$ |
1,623 |
|
|
* |
Senior Credit Fund dissolved effective May 8, 2019. |
|
5. |
FAIR VALUE MEASUREMENT |
The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Basis of Fair Value Measurement
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
31
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.
|
Level 2 Instruments |
|
Valuation Techniques and Significant Inputs |
|
Equity and Fixed Income |
|
The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.
Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. |
|
|
|
|
|
Derivative Contracts |
|
OTC derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence. |
|
Level 3 Instruments |
|
Valuation Techniques and Significant Inputs |
|
Bank Loans, Corporate Debt, and Other Debt Obligations |
|
Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. |
|
|
|
|
|
Equity |
|
Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available (i) Transactions in similar instruments; (ii) Discounted cash flow techniques; (iii) Third party appraisals; and (iv) Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including (i) Current financial performance as compared to projected performance; (ii) Capitalization rates and multiples; and (iii) Market yields implied by transactions of similar or related assets. |
32
The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of June 30, 2020 and December 31, 2019. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yield in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets and liabilities.
|
Level 3 Instruments |
|
Fair Value(1)(2) |
Valuation Techniques(3) |
Significant Unobservable Inputs |
Range(4) of Significant Unobservable Inputs |
Weighted Average(5) |
|
As of June 30, 2020 |
|
|
|
|
|
|
|
Bank Loans, Corporate Debt, and Other Debt Obligations |
||||||
|
1st Lien/Senior Secured Debt |
$ |
837,690 |
Discounted cash flows |
Discount Rate |
5.8% - 16.6% |
9.0% |
|
|
|
3,212 |
Collateral analysis |
Recovery Rate |
82.0% |
|
|
1st Lien/Last-Out Unitranche |
|
34,779 |
Discounted cash flows |
Discount Rate |
8.6% - 10.7% |
9.9% |
|
2nd Lien/Senior Secured Debt |
|
168,437 |
Discounted cash flows |
Discount Rate |
9.1% - 14.5% |
11.0% |
|
Unsecured Debt |
|
6,215 |
Discounted cash flows |
Discount Rate |
11.9% - 12.0% |
11.9% |
|
|
|
991 |
Collateral analysis |
Recovery Rate |
78.3% |
|
|
Equity |
||||||
|
Preferred Stock |
$ |
55,728 |
Comparable multiples |
EV/EBITDA(6) |
7.2x - 18.2x |
8.7x |
|
|
|
4,103 |
Comparable multiples |
EV/Revenue |
1.4x - 3.8x |
1.1x |
|
Common Stock |
|
3,972 |
Discounted cash flows |
Discount Rate |
13.1% - 31.5% |
24.2% |
|
|
|
23,136 |
Comparable multiples |
EV/EBITDA(6) |
4.5x - 10.0x |
6.2x |
|
|
|
9,459 |
Comparable multiples |
EV/Revenue |
0.5x - 11.9x |
7.3x |
|
(1) |
As of June 30, 2020, included within the fair value of Level 3 assets of $1,344,221 is an amount of $196,499 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $1,047,121 or 83.9% of Level 3 bank loans, corporate debt, and other debt obligations. |
|
(2) |
As of December 31, 2019, included within the fair value of Level 3 assets of $1,340,553 is an amount of $183,021 for which the Investment Adviser did not develop the unobservable inputs (examples include single source broker quotations, third party pricing, and prior transactions). The income approach was used in the determination of fair value for $1,041,020 or 83.7% of Level 3 bank loans, corporate debt, and other debt obligations. |
|
(3) |
The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques. |
|
(4) |
The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment. |
|
(5) |
Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment. |
|
(6) |
Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”). |
33
As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2020 and December 31, 2019. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, in the fair value.
The following is a summary of the Company’s assets categorized within the fair value hierarchy.
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||||||||||||||||||
|
Assets |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
|
1st Lien/Senior Secured Debt |
|
$ |
— |
|
|
$ |
58,772 |
|
|
$ |
1,021,931 |
|
|
$ |
1,080,703 |
|
|
$ |
— |
|
|
$ |
80,583 |
|
|
$ |
1,000,087 |
|
|
$ |
1,080,670 |
|
|
1st Lien/Last-Out Unitranche |
|
|
— |
|
|
|
— |
|
|
|
34,779 |
|
|
|
34,779 |
|
|
|
— |
|
|
|
— |
|
|
|
35,278 |
|
|
|
35,278 |
|
|
2nd Lien/Senior Secured Debt |
|
|
— |
|
|
|
21,434 |
|
|
|
183,907 |
|
|
|
205,341 |
|
|
|
— |
|
|
|
32,992 |
|
|
|
201,033 |
|
|
|
234,025 |
|
|
Unsecured Debt |
|
|
— |
|
|
|
— |
|
|
|
7,206 |
|
|
|
7,206 |
|
|
|
— |
|
|
|
— |
|
|
|
7,409 |
|
|
|
7,409 |
|
|
Preferred Stock |
|
|
— |
|
|
|
— |
|
|
|
59,831 |
|
|
|
59,831 |
|
|
|
— |
|
|
|
— |
|
|
|
48,762 |
|
|
|
48,762 |
|
|
Common Stock |
|
|
40 |
|
|
|
— |
|
|
|
36,567 |
|
|
|
36,607 |
|
|
|
124 |
|
|
|
— |
|
|
|
47,984 |
|
|
|
48,108 |
|
|
Affiliated Money Market Fund |
|
|
89,470 |
|
|
|
— |
|
|
|
— |
|
|
|
89,470 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total assets |
|
$ |
89,510 |
|
|
$ |
80,206 |
|
|
$ |
1,344,221 |
|
|
$ |
1,513,937 |
|
|
$ |
124 |
|
|
$ |
113,575 |
|
|
$ |
1,340,553 |
|
|
$ |
1,454,252 |
|
|
Foreign currency forward contracts (asset) (1) |
|
$ |
— |
|
|
$ |
33 |
|
|
$ |
— |
|
|
$ |
33 |
|
|
$ |
— |
|
|
$ |
32 |
|
|
$ |
— |
|
|
$ |
32 |
|
|
(1) |
Amounts disclosed represent the unrealized appreciation on the foreign currency forward contracts. |
The below table presents a summary of changes in fair value of Level 3 assets by investment type.
|
|
|
Beginning Balance |
|
|
Purchases(1) |
|
|
Net Realized Gain (Loss) |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Sales and Settlements |
|
|
Net Amortization of Premium/ Discount |
|
|
Transfers In(2) |
|
|
Transfers Out(3) |
|
|
Ending Balance |
|
|
Net Change in Unrealized Appreciation (Depreciation) for assets still held |
|
||||||||||
|
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
1st Lien/Senior Secured Debt |
|
$ |
1,000,087 |
|
|
$ |
94,556 |
|
|
$ |
153 |
|
|
$ |
(34,643 |
) |
|
$ |
(43,868 |
) |
|
$ |
2,023 |
|
|
$ |
22,667 |
|
|
$ |
(19,044 |
) |
|
$ |
1,021,931 |
|
|
$ |
(34,860 |
) |
|
1st Lien/Last-Out Unitranche |
|
|
35,278 |
|
|
|
— |
|
|
|
— |
|
|
|
(426 |
) |
|
|
(155 |
) |
|
|
82 |
|
|
|
— |
|
|
|
— |
|
|
|
34,779 |
|
|
|
(426 |
) |
|
2nd Lien/Senior Secured Debt |
|
|
201,033 |
|
|
|
29,394 |
|
|
|
(10,571 |
) |
|
|
(226 |
) |
|
|
(33,907 |
) |
|
|
284 |
|
|
|
— |
|
|
|
(2,100 |
) |
|
|
183,907 |
|
|
|
(6,617 |
) |
|
Unsecured Debt |
|
|
7,409 |
|
|
|
1,630 |
|
|
|
(211 |
) |
|
|
(82 |
) |
|
|
(1,558 |
) |
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
7,206 |
|
|
|
(82 |
) |
|
Preferred Stock |
|
|
48,762 |
|
|
|
— |
|
|
|
— |
|
|
|
11,069 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
59,831 |
|
|
|
11,069 |
|
|
Common Stock |
|
|
47,984 |
|
|
|
8,293 |
|
|
|
— |
|
|
|
(19,710 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,567 |
|
|
|
(19,710 |
) |
|
Total assets |
|
$ |
1,340,553 |
|
|
$ |
133,873 |
|
|
$ |
(10,629 |
) |
|
$ |
(44,018 |
) |
|
$ |
(79,488 |
) |
|
$ |
2,407 |
|
|
$ |
22,667 |
|
|
$ |
(21,144 |
) |
|
$ |
1,344,221 |
|
|
$ |
(50,626 |
) |
|
For the Six Months Ended June 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
1st Lien/Senior Secured Debt |
|
$ |
711,204 |
|
|
$ |
385,560 |
|
|
$ |
(7 |
) |
|
$ |
(2,265 |
) |
|
$ |
(134,043 |
) |
|
$ |
4,478 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
964,927 |
|
|
$ |
(2,187 |
) |
|
1st Lien/Last-Out Unitranche |
|
|
106,879 |
|
|
|
406 |
|
|
|
113 |
|
|
|
(212 |
) |
|
|
(6,089 |
) |
|
|
117 |
|
|
|
— |
|
|
|
— |
|
|
|
101,214 |
|
|
|
(244 |
) |
|
2nd Lien/Senior Secured Debt |
|
|
348,741 |
|
|
|
4,054 |
|
|
|
(33,239 |
) |
|
|
13,332 |
|
|
|
(94,735 |
) |
|
|
1,262 |
|
|
|
— |
|
|
|
(39,768 |
) |
|
|
199,647 |
|
|
|
(2,214 |
) |
|
Unsecured Debt |
|
|
6,697 |
|
|
|
336 |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,047 |
|
|
|
14 |
|
|
Preferred Stock |
|
|
21,534 |
|
|
|
25,000 |
|
|
|
— |
|
|
|
1,224 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47,758 |
|
|
|
1,224 |
|
|
Common Stock |
|
|
21,839 |
|
|
|
30,069 |
|
|
|
— |
|
|
|
1,771 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
53,679 |
|
|
|
1,770 |
|
|
Total assets |
|
$ |
1,216,894 |
|
|
$ |
445,425 |
|
|
$ |
(33,133 |
) |
|
$ |
13,864 |
|
|
$ |
(234,867 |
) |
|
$ |
5,857 |
|
|
$ |
— |
|
|
$ |
(39,768 |
) |
|
$ |
1,374,272 |
|
|
$ |
(1,637 |
) |
|
(1) |
Purchases may include PIK and securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments. |
|
(2) |
Transfers in were primarily due to decreased price transparency. |
|
(3) |
Transfers out were primarily due to increased price transparency. |
34
Debt Not Carried at Fair Value
The fair value of the Revolving Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of June 30, 2020 and December 31, 2019, approximates its carrying value because the Revolving Credit Facility has variable interest based on selected short term rates. The fair value of the Company’s Convertible Notes, which would be categorized as Level 2 within the fair value hierarchy, as of June 30, 2020 and December 31, 2019 was $155,884 and $160,689, based on broker quotes received by the Company. The fair value of the Company’s 2025 Notes, which would be categorized as Level 2 within the fair value hierarchy, as of June 30, 2020 was $372,384, based on vendor pricing received by the Company.
|
6. |
DEBT |
The Company is permitted to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of June 30, 2020 and December 31, 2019, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities was 166% and 187%.
The Company’s outstanding debt was as follows:
|
|
|
As of |
|
|||||||||||||||||||||
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||||||||||
|
|
|
Aggregate Borrowing Amount Committed |
|
|
Amount Available |
|
|
Carrying Value(4) |
|
|
Aggregate Borrowing Amount Committed |
|
|
Amount Available |
|
|
Carrying Value(4) |
|
||||||
|
Revolving Credit Facility(1)(2) |
|
$ |
795,000 |
|
|
$ |
391,677 |
|
|
$ |
403,492 |
|
|
$ |
795,000 |
|
|
$ |
177,039 |
|
|
$ |
618,407 |
|
|
Convertible Notes(3) |
|
|
155,000 |
|
|
|
— |
|
|
|
152,145 |
|
|
|
155,000 |
|
|
|
— |
|
|
|
151,320 |
|
|
2025 Notes(4) |
|
|
360,000 |
|
|
|
— |
|
|
|
353,626 |
|
|
— |
|
|
— |
|
|
— |
|
|||
|
Total Debt |
|
$ |
1,310,000 |
|
|
$ |
391,677 |
|
|
$ |
909,263 |
|
|
$ |
950,000 |
|
|
$ |
177,039 |
|
|
$ |
769,727 |
|
|
(1) |
Provides, under certain circumstances, a total borrowing capacity of $1,000,000. |
|
(2) |
The Company may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of June 30, 2020, the Company had outstanding borrowings denominated in USD of $365,574 and in Euros (EUR) of 33,750. As of December 31, 2019, the Company had outstanding borrowings denominated in USD of $580,550 and in EUR of 33,750. |
|
(3) |
The carrying value of the Company’s Convertible Notes is presented net of unamortized debt issuance costs of $2,042 and OID net of accretion of $813 as of June 30, 2020, and net of unamortized debt issuance costs of $2,648 and OID net of accretion of $1,032 as of December 31, 2019. |
|
(4) |
The carrying value of the Company’s 2025 Notes is presented net of unamortized debt issuance costs of $6,374 as of June 30, 2020. |
The combined weighted average interest rate of the aggregate borrowings outstanding for the six months ended June 30, 2020 and the year ended December 31, 2019 was 3.53% and 4.25%.
Revolving Credit Facility
On September 19, 2013, the Company entered into a Revolving Credit Facility with various lenders. Truist Bank (formerly known as SunTrust Bank) serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility. The Company has amended and restated the Revolving Credit Facility on October 3, 2014, November 4, 2015, December 16, 2016, February 21, 2018, September 17, 2018 and February 25, 2020.
The aggregate committed borrowing amount under the Revolving Credit Facility is $795,000. The Revolving Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility up to $1,000,000. Upon consummation of the Merger, the aggregate committed borrowings under the Revolving Credit Facility will be $1,695,000 and the uncommitted accordion feature will allow the Company to increase the borrowing capacity of the Revolving Credit Facility up to $2,250,000.
Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either (i) LIBOR plus a margin of either 1.75% or 1.875%, subject to borrowing base conditions or (ii) an alternative base rate, which is the highest of 0, the Prime Rate, the Federal Funds Effective Rate plus 0.50% and overnight LIBOR plus 1.00%, plus either 0.75% or 0.875%, subject to borrowing base conditions. Borrowings denominated in non-USD bear interest of LIBOR plus a margin of either 1.75% or 1.875%, subject to borrowing base conditions. With respect to borrowings denominated in USD, the Company may elect either the LIBOR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one rate to another at any time, subject to certain conditions. Interest is payable quarterly in arrears. The Company pays a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 25, 2025.
The Revolving Credit Facility may be guaranteed by certain of the Company’s domestic subsidiaries, including any that are formed or acquired by the Company in the future. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
35
The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum stockholder’s equity of $500,000 plus 25% of net proceeds of the sale of equity interests after February 25, 2020, (ii) maintaining a minimum asset coverage ratio of at least 150%, (iii) maintaining a minimum asset coverage ratio of 200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of the Company and its subsidiary guarantors to the secured debt of the Company and its subsidiary guarantors, (iv) maintaining a minimum Company net worth of at least $350,000, (v) maintaining a minimum liquidity test of at least 10% of the covered debt amount during any period when the adjusted covered debt balance is greater than 90% of the adjusted borrowing base, each as defined in the Revolving Credit Facility, and (vi) complying with restrictions on industry concentrations in the Company’s investment portfolio. The Company is in compliance with these covenants.
Costs of $17,157 were incurred in connection with obtaining and amending the Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method. As of June 30, 2020 and December 31, 2019, deferred financing costs were $8,618 and $4,427.
The below table presents the summary information of the Revolving Credit Facility.
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Borrowing interest expense |
|
$ |
2,381 |
|
|
$ |
6,827 |
|
|
$ |
6,285 |
|
|
$ |
12,607 |
|
|
Facility fees |
|
|
371 |
|
|
|
163 |
|
|
|
704 |
|
|
|
350 |
|
|
Amortization of financing costs |
|
|
472 |
|
|
|
359 |
|
|
|
872 |
|
|
|
698 |
|
|
Total |
|
$ |
3,224 |
|
|
$ |
7,349 |
|
|
$ |
7,861 |
|
|
$ |
13,655 |
|
|
Weighted average interest rate |
|
|
2.38 |
% |
|
|
4.39 |
% |
|
|
2.99 |
% |
|
|
4.39 |
% |
|
Average outstanding balance |
|
$ |
402,733 |
|
|
$ |
623,288 |
|
|
$ |
423,186 |
|
|
$ |
579,225 |
|
Convertible Notes
On October 3, 2016, the Company closed an offering of $115,000 aggregate principal amount of unsecured Convertible Notes, which includes $15,000 aggregate principal amount issued pursuant to the initial purchasers’ exercise in full of an over-allotment option (the “Initial Convertible Notes”).
On July 2, 2018, the Company closed an additional offering of $40,000 aggregate principal amount of Convertible Notes (the “Additional Convertible Notes” and together with Initial Convertible Notes, the “Convertible Notes”). The Additional Convertible Notes have identical terms, are fungible with and are part of the Initial Convertible Notes.
The Convertible Notes were issued pursuant to an indenture between the Company and Wells Fargo Bank, National Association (“Wells Fargo”), as Trustee. Wells Fargo and/or its affiliates provide bank lending and distribution services to certain Goldman Sachs funds. The Convertible Notes bear interest at a rate of 4.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. The Convertible Notes will mature on April 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, based on an initial conversion rate of 40.8397 shares of the Company’s common stock per one thousand dollars principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of the Company’s common stock on September 27, 2016 and 16.7% above the $20.99 per share closing price of our common stock on June 26, 2018. The Company will not have the right to redeem the Convertible Notes prior to maturity.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding October 1, 2021 only under the following circumstances: (1) during any calendar quarter, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollars principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after October 1, 2021, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the occurrence or nonoccurrence of any of the foregoing circumstances.
36
The Convertible Notes are accounted for in accordance with ASC Topic 470-20, Debt with Conversion and Other Options. Upon conversion of any of the Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the indenture governing the Convertible Notes. The Company has determined that the embedded conversion options in the Convertible Notes are not required to be separately accounted for as derivatives under ASC Topic 815, Derivatives and Hedging. At the time of issuance, the values of the debt and equity components of the Initial Convertible Notes and Additional Convertible Notes were approximately 99.4% and 0.6%, and 97.9% and 2.1%.
The OID equal to the equity component of the Convertible Notes was recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. The Company records interest expense comprised of both stated interest and amortization of the OID. At the time of issuance, the equity components of the Initial Convertible Notes and the Additional Convertible Notes were $743 and $836. Additionally, the issuance costs associated with the Convertible Notes were allocated to the debt and equity components in proportion to the allocation of the values at the time of issuance and accounted for as debt issuance costs and equity issuance costs.
The below table presents the components of the carrying value of the Convertible Notes:
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
Principal amount of debt |
|
$ |
155,000 |
|
|
$ |
155,000 |
|
|
OID, net of accretion |
|
|
813 |
|
|
|
1,032 |
|
|
Unamortized debt issuance costs |
|
|
2,042 |
|
|
|
2,648 |
|
|
Carrying value |
|
$ |
152,145 |
|
|
$ |
151,320 |
|
|
Stated interest rate |
|
|
4.50 |
% |
|
|
4.50 |
% |
|
Effective interest rate (stated interest rate plus accretion of OID) |
|
|
4.78 |
% |
|
|
4.77 |
% |
The below table presents the components of interest and other debt expenses related to the Convertible Notes:
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Borrowing interest expense |
|
$ |
1,744 |
|
|
$ |
1,744 |
|
|
$ |
3,488 |
|
|
$ |
3,488 |
|
|
Accretion of OID |
|
|
110 |
|
|
|
105 |
|
|
|
220 |
|
|
|
209 |
|
|
Amortization of debt issuance costs |
|
|
302 |
|
|
|
303 |
|
|
|
605 |
|
|
|
602 |
|
|
Total |
|
$ |
2,156 |
|
|
$ |
2,152 |
|
|
$ |
4,313 |
|
|
$ |
4,299 |
|
2025 Notes
On February 10, 2020, the Company closed an offering of $360,000 aggregate principal amount of unsecured notes. The 2025 Notes were issued pursuant to an indenture between the Company and Wells Fargo Bank, as Trustee. Wells Fargo Bank and/or its affiliates provide bank lending and distribution services to certain Goldman Sachs funds. The 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually, commencing on August 10, 2020. The 2025 Notes will mature on February 10, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture.
The below table presents the components of the carrying value of the 2025 Notes:
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
|
Principal amount of debt |
|
$ |
360,000 |
|
|
N/A |
|
Unamortized debt issuance costs |
|
|
6,374 |
|
|
N/A |
|
Carrying value |
|
|
353,626 |
|
|
N/A |
|
Stated interest rate |
|
|
3.75 |
% |
|
N/A |
The below table presents the components of interest and other debt expenses related to the 2025 Notes:
|
|
|
For the Three Months Ended |
|
For the Six Months Ended |
||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
June 30, 2020 |
|
|
June 30, 2019 |
||
|
Borrowing interest expense |
|
$ |
3,376 |
|
|
N/A |
|
$ |
5,288 |
|
|
N/A |
|
Amortization of debt issuance costs |
|
|
358 |
|
|
N/A |
|
|
546 |
|
|
N/A |
|
Total |
|
$ |
3,734 |
|
|
N/A |
|
$ |
5,834 |
|
|
N/A |
37
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statements of Assets and Liabilities as due to/due from broker. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties.
For the three and six months ended June 30, 2020, the Company’s average USD notional exposure to foreign currency forward contracts was $3,191 and $3,478. For the three and six months ended June 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts was $2,839 and $3,152.
The table below sets forth the Company’s net exposure to foreign currency forward contracts by counterparty that are subject to ISDA Master Agreements or similar agreements.
|
|
|
Presented on the Consolidated Statements of Financial Condition |
|
|||||||||||||||||
|
|
|
Gross Amount of Assets |
|
|
Gross Amount of (Liabilities) |
|
|
Net Amount of Assets or (Liabilities) |
|
|
Collateral (Received) Pledged (1) |
|
|
Net Amounts (2) |
|
|||||
|
June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America, N.A. |
|
$ |
33 |
|
|
$ |
— |
|
|
$ |
33 |
|
|
$ |
— |
|
|
$ |
33 |
|
|
December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America, N.A. |
|
$ |
32 |
|
|
$ |
— |
|
|
$ |
32 |
|
|
$ |
— |
|
|
$ |
32 |
|
|
(1) |
Amount excludes excess cash collateral paid. |
|
(2) |
Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts. |
The effect of transactions in derivative instruments on the Consolidated Statements of Operations was as follows:
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Net realized gain (loss) on foreign currency forward contracts |
|
$ |
52 |
|
|
$ |
34 |
|
|
$ |
80 |
|
|
$ |
52 |
|
|
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts |
|
|
(81 |
) |
|
|
(45 |
) |
|
|
1 |
|
|
|
33 |
|
|
Total net realized and unrealized gains (losses) on foreign currency forward contracts |
|
$ |
(29 |
) |
|
$ |
(11 |
) |
|
$ |
81 |
|
|
$ |
85 |
|
38
Commitments
The Company may enter into investment commitments through signed commitment letters which in certain circumstances may be disclosed by the Company. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of June 30, 2020, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment types:
|
|
|
|
|
Unfunded Commitment(2) |
|
|
Fair Value(3) |
|
||||||||||
|
|
|
Commitment Expiration Date(1) |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||
|
1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diligent Corporation |
|
12/19/2020 |
$ |
|
4,268 |
|
$ |
|
4,268 |
|
$ |
|
(32 |
) |
$ |
|
(43 |
) |
|
Brillio, LLC |
|
2/6/2021 |
|
|
755 |
|
|
|
1,510 |
|
|
|
(26 |
) |
|
|
(15 |
) |
|
CorePower Yoga LLC |
|
5/14/2021 |
|
|
158 |
|
|
|
1,807 |
|
|
|
(16 |
) |
|
|
(27 |
) |
|
CFS Management, LLC (dba Center for Sight Management) |
|
7/1/2021 |
|
|
1,418 |
|
|
|
1,418 |
|
|
|
(71 |
) |
|
|
(14 |
) |
|
Associations, Inc. |
|
7/30/2021 |
|
|
851 |
|
|
|
912 |
|
|
|
(34 |
) |
|
|
(9 |
) |
|
WebPT, Inc. |
|
8/28/2021 |
|
|
1,274 |
|
|
|
1,274 |
|
|
|
(54 |
) |
|
|
(26 |
) |
|
Elemica Parent, Inc. |
|
9/18/2021 |
|
|
560 |
|
|
|
560 |
|
|
|
(41 |
) |
|
|
(14 |
) |
|
Bullhorn, Inc. |
|
10/1/2021 |
|
|
591 |
|
|
|
727 |
|
|
|
(18 |
) |
|
|
(11 |
) |
|
Chronicle Bidco Inc. (dba Lexitas) |
|
11/14/2021 |
|
|
1,352 |
|
|
|
2,940 |
|
|
|
(44 |
) |
|
|
(29 |
) |
|
Eptam Plastics, Ltd. |
|
12/6/2021 |
|
|
1,830 |
|
|
|
1,830 |
|
|
|
(55 |
) |
|
|
(14 |
) |
|
FWR Holding Corporation (dba First Watch Restaurants) |
|
12/20/2021 |
|
|
22 |
|
|
— |
|
|
|
(1 |
) |
|
— |
|
||
|
MRI Software LLC |
|
2/10/2022 |
|
|
641 |
|
|
— |
|
|
|
(32 |
) |
|
— |
|
||
|
Netvoyage Corporation (dba NetDocuments) |
|
3/24/2022 |
|
|
654 |
|
|
|
654 |
|
|
|
(25 |
) |
|
|
(8 |
) |
|
VRC Companies, LLC (dba Vital Records Control) |
|
3/31/2022 |
|
|
882 |
|
|
|
394 |
|
|
|
(7 |
) |
|
|
(3 |
) |
|
Diligent Corporation |
|
4/14/2022 |
|
|
156 |
|
|
|
156 |
|
|
|
(1 |
) |
|
|
(2 |
) |
|
Xactly Corporation |
|
7/29/2022 |
|
|
1,697 |
|
|
|
1,697 |
|
|
|
(34 |
) |
|
|
(21 |
) |
|
Hygiena Borrower LLC |
|
8/26/2022 |
|
|
1,313 |
|
|
|
1,313 |
|
|
|
(66 |
) |
|
|
(26 |
) |
|
Lithium Technologies, Inc. |
|
10/3/2022 |
|
|
1,342 |
|
|
|
2,684 |
|
|
|
(64 |
) |
|
|
(40 |
) |
|
Businessolver.com, Inc. |
|
5/15/2023 |
|
|
1,569 |
|
|
|
941 |
|
|
|
(59 |
) |
|
|
(16 |
) |
|
Integral Ad Science, Inc. |
|
7/19/2023 |
|
|
1,815 |
|
|
|
1,815 |
|
|
|
(73 |
) |
|
|
(27 |
) |
|
FWR Holding Corporation (dba First Watch Restaurants) |
|
8/21/2023 |
|
|
279 |
|
|
|
88 |
|
|
|
(15 |
) |
|
|
(1 |
) |
|
Gastro Health Holdco, LLC |
|
9/4/2023 |
|
|
2,000 |
|
|
|
2,000 |
|
|
|
(100 |
) |
|
|
(30 |
) |
|
Empirix, Inc. |
|
9/25/2023 |
|
|
1,300 |
|
|
|
1,300 |
|
|
|
(71 |
) |
|
|
(130 |
) |
|
Fenergo Finance 3 Limited |
|
9/5/2024 |
|
|
1,685 |
|
|
|
1,683 |
|
|
|
(29 |
) |
|
|
(13 |
) |
|
Fenergo Finance 3 Limited |
|
9/5/2024 |
|
|
1,182 |
|
|
|
1,182 |
|
|
|
(21 |
) |
|
|
(9 |
) |
|
iCIMS, Inc. |
|
9/12/2024 |
|
|
1,868 |
|
|
|
1,868 |
|
|
|
(70 |
) |
|
|
(33 |
) |
|
MMIT Holdings, LLC (dba Managed Markets Insight & Technology) |
|
11/15/2024 |
|
|
510 |
|
|
|
2,295 |
|
|
|
(10 |
) |
|
|
(40 |
) |
|
Wrike, Inc. |
|
12/31/2024 |
|
|
1,600 |
|
|
|
1,600 |
|
|
|
(48 |
) |
|
|
(32 |
) |
|
Apptio, Inc. |
|
1/10/2025 |
|
|
2,225 |
|
|
|
2,225 |
|
|
|
(78 |
) |
|
|
(39 |
) |
|
ConnectWise, LLC |
|
2/28/2025 |
|
|
1,036 |
|
|
|
1,036 |
|
|
|
(39 |
) |
|
|
(13 |
) |
|
Villa Bidco Inc (dba Authority Brands) |
|
3/21/2025 |
|
|
626 |
|
|
— |
|
|
|
(14 |
) |
|
— |
|
||
|
Mailgun Technologies, Inc. |
|
3/26/2025 |
|
|
993 |
|
|
|
993 |
|
|
|
(35 |
) |
|
|
(17 |
) |
|
Internet Truckstop Group, LLC (dba Truckstop) |
|
4/2/2025 |
|
|
1,800 |
|
|
|
1,800 |
|
|
|
(58 |
) |
|
|
(27 |
) |
|
PlanSource Holdings, Inc. |
|
4/22/2025 |
|
|
3,142 |
|
|
|
3,142 |
|
|
|
(118 |
) |
|
|
(63 |
) |
|
CorePower Yoga LLC |
|
5/14/2025 |
|
|
678 |
|
|
|
678 |
|
|
|
(68 |
) |
|
|
(10 |
) |
|
Wolfpack IP Co. (dba Lone Wolf Technologies) |
|
6/13/2025 |
|
|
3,169 |
|
|
|
3,169 |
|
|
|
(63 |
) |
|
|
(63 |
) |
|
Riverpoint Medical, LLC |
|
6/21/2025 |
|
|
1,644 |
|
|
|
1,644 |
|
|
|
(107 |
) |
|
|
(16 |
) |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
|
7/9/2025 |
|
|
1,271 |
|
|
|
1,600 |
|
|
|
(108 |
) |
|
|
(32 |
) |
|
WorkForce Software, LLC |
|
7/31/2025 |
|
|
771 |
|
|
|
771 |
|
|
|
(42 |
) |
|
|
(15 |
) |
|
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
|
8/15/2025 |
|
|
1,857 |
|
|
|
1,764 |
|
|
|
(97 |
) |
|
|
(31 |
) |
|
Elemica Parent, Inc. |
|
9/18/2025 |
|
|
102 |
|
|
|
253 |
|
|
|
(7 |
) |
|
|
(6 |
) |
|
CST Buyer Company (dba Intoxalock) |
|
10/3/2025 |
|
|
351 |
|
|
|
876 |
|
|
|
(42 |
) |
|
— |
|
|
|
Acquia, Inc. |
|
10/31/2025 |
|
|
1,322 |
|
|
|
1,322 |
|
|
|
(43 |
) |
|
|
(26 |
) |
|
Chronicle Bidco Inc. (dba Lexitas) |
|
11/14/2025 |
|
|
880 |
|
|
|
880 |
|
|
|
(29 |
) |
|
|
(18 |
) |
|
Governmentjobs.com, Inc. (dba NeoGov) |
|
2/5/2026 |
|
|
2,258 |
|
|
— |
|
|
|
(45 |
) |
|
— |
|
||
|
MRI Software LLC |
|
2/10/2026 |
|
|
622 |
|
|
— |
|
|
|
(31 |
) |
|
— |
|
||
|
Instructure Holdings |
|
3/24/2026 |
|
|
2,000 |
|
|
— |
|
|
|
(25 |
) |
|
— |
|
||
|
Axiom Software |
|
7/31/2026 |
|
|
64 |
|
|
— |
|
|
— |
|
|
— |
|
|||
|
Axiom Software |
|
7/31/2027 |
|
|
406 |
|
|
— |
|
|
— |
|
|
— |
|
|||
|
Output Services Group, Inc. |
|
3/27/2020 |
|
— |
|
|
|
24 |
|
|
— |
|
|
|
(4 |
) |
||
|
Gastro Health Holdco, LLC |
|
4/13/2020 |
|
— |
|
|
|
754 |
|
|
— |
|
|
|
(11 |
) |
||
|
Ansira Partners, Inc. |
|
4/16/2020 |
|
— |
|
|
|
96 |
|
|
— |
|
|
|
(3 |
) |
||
|
GlobalTranz Enterprises, Inc. |
|
5/15/2020 |
|
— |
|
|
|
1,992 |
|
|
— |
|
|
|
(179 |
) |
||
39
|
|
|
|
Unfunded Commitment(2) |
|
|
Fair Value(3) |
|
|||||||||||
|
|
|
Commitment Expiration Date(1) |
|
June 30, 2020 |
|
|
December 31, 2019 |
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||
|
Hygiena Borrower LLC |
|
6/29/2020 |
$ |
— |
|
$ |
|
715 |
|
$ |
— |
|
$ |
|
(14 |
) |
||
|
Convene 237 Park Avenue, LLC (dba Convene) |
|
8/30/2020 |
|
— |
|
|
|
6,220 |
|
|
— |
|
|
|
(124 |
) |
||
|
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
|
8/15/2021 |
|
— |
|
|
|
4,643 |
|
|
— |
|
|
|
(81 |
) |
||
|
Gastro Health Holdco, LLC |
|
9/13/2021 |
|
— |
|
|
|
5,100 |
|
|
— |
|
|
|
(77 |
) |
||
|
DDS USA Holding, Inc. |
|
6/30/2022 |
|
— |
|
|
|
971 |
|
|
— |
|
|
|
(5 |
) |
||
|
SPay, Inc. (dba Stack Sports) |
|
6/17/2024 |
|
— |
|
|
|
380 |
|
|
— |
|
|
|
(12 |
) |
||
|
Associations, Inc. |
|
7/30/2024 |
|
— |
|
|
|
587 |
|
|
— |
|
|
|
(6 |
) |
||
|
WebPT, Inc. |
|
8/28/2024 |
|
— |
|
|
|
1,062 |
|
|
— |
|
|
|
(21 |
) |
||
|
Bullhorn, Inc. |
|
10/1/2025 |
|
— |
|
|
|
545 |
|
|
— |
|
|
|
(8 |
) |
||
|
Eptam Plastics, Ltd. |
|
12/6/2025 |
|
— |
|
|
|
686 |
|
|
— |
|
|
|
(10 |
) |
||
|
Total 1st Lien/Senior Secured Debt |
|
|
$ |
|
60,789 |
|
$ |
|
84,844 |
|
$ |
|
(2,166 |
) |
$ |
|
(1,564 |
) |
|
2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hygiena Borrower LLC |
|
6/29/2020 |
$ |
— |
|
$ |
|
583 |
|
$ |
— |
|
$ |
|
(10 |
) |
||
|
Genesis Acquisition Co. (dba ProCare Software) |
|
7/31/2020 |
|
— |
|
|
|
1,800 |
|
|
— |
|
|
|
(45 |
) |
||
|
Total 2nd Lien/Senior Secured Debt |
|
|
$ |
|
— |
|
$ |
|
2,383 |
|
$ |
|
— |
|
$ |
|
(55 |
) |
|
Total |
|
|
$ |
|
60,789 |
|
$ |
|
87,227 |
|
$ |
|
(2,166 |
) |
$ |
|
(1,619 |
) |
|
(1) |
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. |
|
(2) |
Unfunded commitments denominated in currencies other than USD have been converted to USD using the exchange rate as of the applicable reporting date. |
|
(3) |
The fair value is reflected as investments, at fair value in the Consolidated Statements of Assets and Liabilities. |
Contingencies
In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
|
9. |
NET ASSETS |
Equity Issuances
There were no equity issuances of the Company’s common stock during the three and six months ended June 30, 2020 and 2019.
Distributions
The following table reflects the distributions declared on shares of the Company’s common stock:
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share |
|
|
|
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
|
||
|
February 19, 2020 |
|
March 31, 2020 |
|
April 15, 2020 |
|
$ |
0.45 |
|
|
May 5, 2020 |
|
June 30, 2020 |
|
July 15, 2020 |
|
$ |
0.45 |
|
|
For the Six Months Ended June 30, 2019 |
|
|
|
|
|
|
||
|
February 20, 2019 |
|
March 29, 2019 |
|
April 15, 2019 |
|
$ |
0.45 |
|
|
May 7, 2019 |
|
June 28, 2019 |
|
July 15, 2019 |
|
$ |
0.45 |
|
40
The Company has adopted a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors, unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. The shares distributed by the Transfer Agent in the Company’s dividend reinvestment plan are either through (i) newly issued shares or (ii) acquired by the Transfer Agent through the purchase of outstanding shares on the open market. If, on the payment date for any distribution, the most recently computed NAV per share as of the dividend payment date is equal to or less than the closing market price plus estimated per share fees, the Transfer Agent will invest the distribution amount in newly issued shares. Otherwise, the Transfer Agent will invest the dividend amount in shares acquired by purchasing shares on the open market. The following table summarizes shares distributed pursuant to the dividend reinvestment plan to stockholders who had not opted out of the dividend reinvestment plan:
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Shares |
|
|
|
For the Six Months Ended June 30, 2020 |
|
|
|
|
|
|
||
|
October 30, 2019 |
|
December 31, 2019 |
|
January 15, 2020 |
|
|
34,566 |
|
|
February 19, 2020 |
|
March 31, 2020 |
|
April 15, 2020 |
|
|
37,741* |
|
|
For the Six Months Ended June 30, 2019 |
|
|
|
|
|
|
||
|
October 30, 2018 |
|
December 31, 2018 |
|
January 15, 2019 |
|
|
39,591 |
|
|
February 20, 2019 |
|
March 29, 2019 |
|
April 15, 2019 |
|
|
35,306 |
|
*In accordance with the Company’s dividend reinvestment plan, shares were purchased in the open market.
10.EARNINGS (LOSS) PER SHARE
The following information sets forth the computation of basic and diluted earnings (loss) per share:
|
|
|
For the Three Months Ended |
For the Six Months Ended |
|
||||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
34,818 |
|
|
$ |
16,130 |
|
|
$ |
(28,962 |
) |
|
$ |
18,345 |
|
|
Weighted average shares outstanding |
|
|
40,401,637 |
|
|
|
40,297,090 |
|
|
|
40,398,978 |
|
|
|
40,279,173 |
|
|
Basic and diluted earnings (loss) per share |
|
$ |
0.86 |
|
|
$ |
0.40 |
|
|
$ |
(0.72 |
) |
|
$ |
0.46 |
|
For the purpose of calculating diluted earnings (loss) per common share, the average closing price of the Company’s common stock for the three and six months ended June 30, 2020 and 2019 was less than the conversion price for the Convertible Notes outstanding as of June 30, 2020 and 2019. Therefore, for the three and six months ended June 30, 2020 and 2019, diluted earnings (loss) per share equal basic earnings (loss) per share because the underlying shares for the intrinsic value of the embedded options in the Convertible Notes were not dilutive.
41
Below presents the schedule of financial highlights of the Company:
|
|
|
Six Months Ended June 30, 2020 |
|
|
Six Months Ended June 30, 2019 |
|
||
|
Per Share Data:(1) |
|
|
|
|||||
|
NAV, beginning of period |
|
$ |
16.75 |
|
|
$ |
17.65 |
|
|
Net investment income (loss) |
|
|
0.90 |
|
|
|
1.03 |
|
|
Net realized and unrealized gains (losses)(2) |
|
|
(1.61 |
) |
|
|
(0.57 |
) |
|
Net increase (decrease) in net assets resulting from operations |
|
|
(0.71 |
) |
|
|
0.46 |
|
|
Distributions declared from net investment income(3) |
|
|
(0.90 |
) |
|
|
(0.90 |
) |
|
Total increase (decrease) in net assets |
|
|
(1.61 |
) |
|
|
(0.44 |
) |
|
NAV, end of period |
|
$ |
15.14 |
|
|
$ |
17.21 |
|
|
Market price, end of period |
|
$ |
16.23 |
|
|
$ |
19.67 |
|
|
Shares outstanding, end of period |
|
|
40,401,637 |
|
|
|
40,302,522 |
|
|
Weighted average shares outstanding |
|
|
40,398,978 |
|
|
|
40,279,173 |
|
|
Total return based on NAV(4) |
|
|
(3.81 |
)% |
|
|
2.15 |
% |
|
Total return based on market value(5) |
|
|
(18.84 |
)% |
|
|
12.12 |
% |
|
Ratio/Supplemental Data (all amounts in thousands except ratios): |
|
|
|
|
|
|
|
|
|
Net assets, end of period |
|
$ |
611,496 |
|
|
$ |
693,427 |
|
|
Ratio of net expenses to average net assets(6) |
|
|
8.43 |
% |
|
|
9.61 |
% |
|
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets(6) |
|
|
2.58 |
% |
|
|
3.09 |
% |
|
Ratio of interest and other debt expenses to average net assets(6) |
|
|
5.85 |
% |
|
|
5.18 |
% |
|
Ratio of incentive fees to average net assets(6) |
|
|
— |
|
|
|
1.34 |
% |
|
Ratio of total expenses to average net assets(6) |
|
|
9.34 |
% |
|
|
9.61 |
% |
|
Ratio of net investment income (loss) to average net assets(6) |
|
|
11.89 |
% |
|
|
12.03 |
% |
|
Average debt outstanding |
|
$ |
859,065 |
|
|
$ |
734,225 |
|
|
Average debt per share(7) |
|
$ |
21.26 |
|
|
$ |
18.23 |
|
|
Portfolio turnover |
|
|
8 |
% |
|
|
19 |
% |
|
(1) |
The per share data was derived by using the weighted average shares outstanding during the applicable period, except for distributions declared, which reflects the actual amount of distributions declared per share for the applicable period. |
|
(2) |
The amount shown may not correspond with the aggregate amount paid for the period as it includes the effect of the timing of the distribution. |
|
(3) |
The per share data for distributions declared reflects the actual amount of distributions declared per share for the applicable period. |
|
(4) |
Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan. |
|
(5) |
Total return based on market value is calculated as the change in market value per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan. |
|
(6) |
Annualized except for certain operating expenses, as applicable. |
|
(7) |
Average debt per share is calculated as average debt outstanding divided by the weighted average shares outstanding during the applicable period. |
|
12. |
PENDING MERGER WITH GS MMLC |
On December 9, 2019, the Company entered into the Original Merger Agreement with GS MMLC, Merger Sub, and GSAM. Due to the volatility of the market price of the Company’s common stock precipitated by the COVID-19 pandemic, it became unclear whether a closing condition in the Original Merger Agreement that required GS MMLC stockholders to receive shares of the Company’s common stock that have a market value in excess of GS MMLC’s NAV would be satisfied. As a result, on June 11, 2020, the parties entered into the Amended and Restated Merger Agreement to, among other things, change the Merger Consideration.
The Amended and Restated Merger Agreement provides that, subject to the conditions set forth in the Amended and Restated Merger Agreement, Merger Sub will merge with and into GS MMLC, with GS MMLC continuing as the surviving company and, immediately thereafter, GS MMLC will merge with and into the Company, with the Company continuing as the surviving company. The parties to the Amended and Restated Merger Agreement intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
42
In the First Merger, each share of GS MMLC common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive a number of shares of the Company’s common stock equal to the Exchange Ratio. No fractional shares of the Company’s common stock will be issued, and holders of GS MMLC common stock will receive cash in lieu of fractional shares.
Consummation of the Merger is subject to certain closing conditions, including (a) the Company’s stockholder approval of each of the Merger, the amended and restated certificate of incorporation of the Company and the issuance of shares of the Company’s common stock, (b) GS MMLC stockholder approval of each of the Merger and the amended and restated certificate of incorporation of the Company, (c) the effectiveness of the registration statement on Form N-14, which includes a joint proxy statement of the Company and GS MMLC, and a prospectus of the Company. The Amended and Restated Merger Agreement also contains certain termination rights in favor of the Company and GS MMLC, including if the Merger is not completed on or before February 24, 2021 or if the requisite approvals of the Company’s stockholders or GS MMLC’s stockholders are not obtained.
The Merger is expected to be accounted for as an asset acquisition of GS MMLC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues, with the fair value of total consideration paid in conjunction with the Merger allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Merger. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. The Company will be the accounting survivor of the Merger. The final allocation of the purchase price will be determined after the Merger is completed and after completion of a final analysis to determine the estimated relative fair values of GS MMLC’s assets and liabilities.
|
13. |
SUBSEQUENT EVENTS |
Subsequent events after the Consolidated Statements of Assets and Liabilities date have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
On July 13, 2020, the Company filed an amended registration statement on Form N-14, which included a joint proxy statement of the Company and GS MMLC and a prospectus of the Company. The registration statement on Form N-14 was declared effective by the SEC on July 31, 2020. On August 4, 2020, the Company filed its final joint proxy statement/prospectus on Form 497, which will be mailed on or about August 11, 2020 to the Company’s stockholders of record as of August 3, 2020. Special meetings for each of the Company's and GS MMLC's stockholders are scheduled for October 2, 2020 to vote on the matters described in the joint proxy statement/prospectus as required by the Merger Agreement.
On August 4, 2020, the Board of Directors declared a quarterly distribution of $0.45 per share payable on October 15, 2020 to holders of record as of September 30, 2020.
43
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “Group Inc.” refers to The Goldman Sachs Group, Inc. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.
OVERVIEW
We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through June 30, 2020, we originated more than $3.77 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the “first-out” portion of such loan and retain the “last-out” portion of such loan, in which case, the “first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last-out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion. We use the term “mezzanine” to refer to debt that ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.
We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term “middle market companies” to refer to companies with between $5 million and $200 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time, and non-recurring items that are outside the operations of these companies. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another client account managed by our Investment Adviser (including GS PMMC, GS MMLC and GS PMMC II, collectively with other client accounts managed by our Investment Adviser, the “Accounts”). The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.
Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities between three and ten years and range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion.
For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors–Risks Relating to Our Business and Structure–We operate in a highly competitive market for investment opportunities” and “Item 1. Business–Competitive Advantages,” in our annual report on Form 10-K for the year ended December 31, 2019.
44
On June 11, 2020, we entered into the Amended and Restated Merger Agreement with GS MMLC, a Delaware corporation, Evergreen Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and GSAM, a Delaware limited partnership and investment adviser to each of us and GS MMLC, which amended and restated the Original Merger Agreement in its entirety. The Amended and Restated Merger Agreement provides that, on the terms and subject to the conditions set forth in the Amended and Restated Merger Agreement, Merger Sub will merge with and into GS MMLC, with GS MMLC continuing as the surviving company and, immediately thereafter, GS MMLC will merge with and into us, with us continuing as the surviving company (the “Merger”). Consummation of the Merger, which is currently anticipated to occur during the fourth quarter of calendar year 2020, is subject to certain closing conditions, including (a) approval by our stockholders of each of (i) the Amended and Restated Merger Agreement, (ii) the Amended and Restated Charter, and (iii) the issuance of shares of our Common Stock pursuant to the Amended and Restated Merger Agreement and (b) approval by GS MMLC’s stockholders of each of (i) the Amended and Restated Merger Agreement and (ii) the Amended and Restated Charter. Solely in the event that the Merger is consummated, GSAM will reimburse each of us and GS MMLC, in each case in an amount of up to $4.00 million, for all fees and expenses incurred and payable by us or GS MMLC, in connection with or related to the Merger (including all documented fees and expenses of counsel, accountants, experts and consultants to us or the special committee of our Board of Directors (the “Special Committee”), on the one hand, or GS MMLC or its Special Committee, on the other hand). For more information about the Merger, see Note 12 “Pending Merger with GS MMLC” to our consolidated financial statements included in this report and our final joint proxy statement/prospectus on Form 497, filed with the SEC on August 4, 2020.
Impact of COVID-19 Pandemic
Governments around the world remain highly focused on mitigating the risk of further spread of COVID-19 and continue to manage their response to the crisis, which has included measures such as quarantines, travel restrictions and business curtailments. COVID-19 has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, our business, financial condition, liquidity and our portfolio companies’ results of operations and by extension our operating results. The extent to which the COVID-19 pandemic will continue to affect our business, financial condition, liquidity, our portfolio companies’ results of operations and by extension our operating results will depend on future developments, which are highly uncertain and cannot be predicted.
Our investment portfolio continues to be focused on industries and sectors that are generally expected to be more durable than industries and sectors that are more prone to economic cycles. The largest five industries in our investment portfolio as of June 30, 2020 are Healthcare Providers and Services, Software, Interactive Media and Services, Healthcare Technology, and IT Services. As of June 30, 2020, 2.9% of our investment portfolio at fair value is in Hotels, Restaurants and Leisure, Textiles, Apparel and Luxury Goods, Oil, Gas and Consumable Fuels, Airlines, and Multi-line and Specialty Retail industries, industries which may be significantly adversely impacted by COVID-19, however economic indicators generally improved as the quarter progressed, following significant declines in the first quarter, as businesses began to reopen and the government continued to maintain liquidity in the capital markets and provide fiscal stimulus to support the economy. Given the unprecedented nature of COVID-19, the operating environment of our portfolio companies is evolving rapidly. Business disruption experienced by our portfolio companies may reduce, over time, the amount of interest and dividend income that we receive from our investments companies and may require us to contribute additional capital to such portfolio companies. We may need to restructure our investments in some portfolio companies, which could result in reduced interest payments from or permanent impairments of our investments, and could result in the restructuring of certain of our investments from income paying investments into non-income paying equity investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to our debt obligations and distribution payments to our stockholders. As a result, we may be required to reduce the future amount of distributions to our stockholders. We continue to closely monitor our investment portfolio in order to be positioned to respond appropriately.
In response to the COVID-19 pandemic, Goldman Sachs activated and has continued to execute on its business continuity planning (the “BCP”) strategy. Goldman Sachs’ priority has been to safeguard its employees and to ensure continuity of business operations. Goldman Sachs has a central team that continues to manage its COVID-19 response, which is led by its chief administrative officer and chief medical officer. As a result of the execution of Goldman Sachs’ BCP, the vast majority of its employees continue to work remotely. Goldman Sachs has been focused on establishing policies and protocols that will enable a phased return to office, taking into account the readiness of people, communities and facilities. Our systems and infrastructure have continued to support our business operations. We have maintained regular and active communication across senior management, the rest of our private credit group and our board of directors (the “Board of Directors”). Furthermore, we have ongoing dialogues with our vendors to ensure they continue to meet our criteria for business continuity.
For further information about the risks associated with COVID-19, see “—Item 1A. Risk Factors” in Part II.
KEY COMPONENTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
45
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
Revenues
We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other Accounts, which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Expenses
Our primary operating expenses include the payment of the Management Fee and the Incentive Fee to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other expenses of our operations and transactions in accordance with our investment management agreement (as amended and restated as of June 15, 2018, the “Investment Management Agreement”) and administration agreement (“Administration Agreement”), including:
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• |
our operational expenses; |
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• |
fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments; |
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• |
interest payable on debt, if any, incurred to finance our investments; |
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• |
fees and expenses incurred by us in connection with membership in investment company organizations; |
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• |
brokers’ commissions; |
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• |
the expenses of and fees for registering or qualifying our shares for sale and of maintaining our registration and registering us as a broker or a dealer; |
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• |
fees and expenses associated with calculating our net asset value (“NAV”) (including expenses of any independent valuation firm); |
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• |
legal, auditing or accounting expenses; |
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• |
taxes or governmental fees; |
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• |
the fees and expenses of our administrator, transfer agent or sub-transfer agent; |
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• |
the cost of preparing stock certificates, including clerical expenses of issue, redemption or repurchase of our shares; |
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• |
the fees and expenses of our directors who are not affiliated with our Investment Adviser; |
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• |
the cost of preparing and distributing reports, proxy statements and notices to our stockholders, the SEC and other regulatory authorities; |
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• |
costs of holding stockholder meetings; |
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• |
listing fees; |
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• |
the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by our certificate of incorporation or bylaws insofar as they govern agreements with any such custodian; |
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• |
insurance premiums; and |
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• |
costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business. |
46
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines. Costs relating to future offerings of securities would be incremental.
Leverage
Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with Truist Bank (formerly known as SunTrust Bank), as administrative agent, and Bank of America, N.A., as syndication agent, our 4.50% Convertible Notes due 2022 (the “Convertible Notes”), and our 3.75% Notes due 2025 (the “2025 Notes”) allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met).
Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 150% (if certain requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our Board of Directors’ assessment of market conditions and other factors at the time of any proposed borrowing.
PORTFOLIO AND INVESTMENT ACTIVITY
Our portfolio (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.) consisted of the following:
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As of |
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|||||||||||||||||||||
|
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June 30, 2020 |
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December 31, 2019 |
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Amortized Cost |
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Fair Value |
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Percentage of Total Portfolio at Fair Value |
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Amortized Cost |
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Fair Value |
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|
Percentage of Total Portfolio at Fair Value |
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|
(in millions) |
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|
(in millions) |
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|
|
||||||||||
|
First Lien/Senior Secured Debt |
|
$ |
1,135.53 |
|
|
$ |
1,080.70 |
|
|
|
75.9 |
% |
|
$ |
1,094.89 |
|
|
$ |
1,080.67 |
|
|
|
74.3 |
% |
|
First Lien/Last-Out Unitranche |
|
|
35.23 |
|
|
|
34.78 |
|
|
|
2.4 |
|
|
|
35.31 |
|
|
|
35.28 |
|
|
|
2.4 |
|
|
Second Lien/Senior Secured Debt |
|
|
238.81 |
|
|
|
205.34 |
|
|
|
14.4 |
|
|
|
263.44 |
|
|
|
234.02 |
|
|
|
16.1 |
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|
Unsecured Debt |
|
|
7.29 |
|
|
|
7.21 |
|
|
|
0.5 |
|
|
|
7.41 |
|
|
|
7.41 |
|
|
|
0.5 |
|
|
Preferred Stock |
|
|
41.66 |
|
|
|
59.83 |
|
|
|
4.2 |
|
|
|
41.66 |
|
|
|
48.76 |
|
|
|
3.4 |
|
|
Common Stock |
|
|
75.44 |
|
|
|
36.61 |
|
|
|
2.6 |
|
|
|
67.14 |
|
|
|
48.11 |
|
|
|
3.3 |
|
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Total Investments |
|
$ |
1,533.96 |
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|
$ |
1,424.47 |
|
|
|
100.0 |
% |
|
$ |
1,509.85 |
|
|
$ |
1,454.25 |
|
|
|
100.0 |
% |
The weighted average yield by asset type of our total portfolio (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.), at amortized cost and fair value, was as follows:
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As of |
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|||||||||||||
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
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||||||||||
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|
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Amortized Cost |
|
|
Fair Value |
|
|
Amortized Cost |
|
|
Fair Value |
|
||||
|
Weighted Average Yield(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien/Senior Secured Debt(2) |
|
|
7.9 |
% |
|
|
9.8 |
% |
|
|
8.6 |
% |
|
|
9.1 |
% |
|
First Lien/Last-Out Unitranche(2) (3) |
|
|
9.1 |
|
|
|
10.0 |
|
|
|
10.0 |
|
|
|
10.0 |
|
|
Second Lien/Senior Secured Debt(2) |
|
|
9.1 |
|
|
|
12.1 |
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9.2 |
|
|
|
11.2 |
|
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Unsecured Debt(2) |
|
|
10.2 |
|
|
|
10.3 |
|
|
|
11.7 |
|
|
|
11.7 |
|
|
Preferred Stock(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Common Stock(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Portfolio |
|
|
7.5 |
% |
|
|
9.5 |
% |
|
|
8.2 |
% |
|
|
8.9 |
% |
|
(1) |
The weighted average yield of our portfolio does not represent the total return to our stockholders. |
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(2) |
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value. This calculation excludes exit fees that are receivable upon repayment of certain loan investments. |
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(3) |
The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. |
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(4) |
Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual and non-income producing investments) at amortized cost or fair value. |
47
As of June 30, 2020, the total portfolio weighted average yield measured at amortized cost and fair value was 7.5% and 9.5%, as compared to 8.2% and 8.9%, at December 31, 2019. The decrease in the unsecured debt weighted average yield at amortized cost and fair value was primarily driven by the amendment of Conergy Asia & ME Pte. LTD.
The following table presents certain selected information regarding our investment portfolio (excluding our investment in a money market fund, if any, managed by an affiliate of Group Inc.)
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|
|
As of |
|
||||||
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
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|||
|
Number of portfolio companies |
|
|
107 |
|
|
|
|
106 |
|
|
Percentage of performing debt bearing a floating rate(1) |
|
|
98.7 |
% |
|
|
|
99.4 |
% |
|
Percentage of performing debt bearing a fixed rate(1)(2) |
|
|
1.3 |
% |
|
|
|
0.6 |
% |
|
Weighted average yield on debt and income producing investments, at amortized cost(3) |
|
|
8.3 |
% |
|
|
|
9.0 |
% |
|
Weighted average yield on debt and income producing investments, at fair value(3) |
|
|
10.2 |
% |
|
|
|
9.6 |
% |
|
Weighted average leverage (net debt/EBITDA)(4) |
|
5.4x |
|
|
|
5.7x |
|
||
|
Weighted average interest coverage(4) |
|
2.7x |
|
|
|
2.4x |
|
||
|
Median EBITDA(4) |
$ |
37.92 million |
|
|
$ |
37.64 million |
|
||
|
(1) |
Measured on a fair value basis. Excludes investments, if any, placed on non-accrual. |
|
(2) |
Includes income producing preferred stock investments. |
|
(3) |
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual). |
|
(4) |
For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments and excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. |
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of June 30, 2020 and December 31, 2019, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 29.2% and 25.1%, of total debt investments. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the respective reported end date. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount.
Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (e.g., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:
|
|
• |
Grade 1 investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit; |
|
|
• |
Grade 2 investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2; |
48
|
|
• |
Grade 4 investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit. |
Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio on the 1 to 4 grading scale:
|
|
|
As of |
|
|||||||||||||
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||
|
Investment Performance Rating |
|
Fair Value |
|
|
Percentage of Total Portfolio at Fair Value |
|
|
Fair Value |
|
|
Percentage of Total Portfolio at Fair Value |
|
||||
|
|
|
(in millions) |
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
||
|
Grade 1 |
|
$ |
— |
|
|
|
0.0 |
% |
|
$ |
12.17 |
|
|
|
0.8 |
% |
|
Grade 2 |
|
|
1,184.83 |
|
|
|
83.2 |
|
|
|
1,366.84 |
|
|
|
94.1 |
|
|
Grade 3 |
|
|
234.66 |
|
|
|
16.5 |
|
|
|
60.04 |
|
|
|
4.1 |
|
|
Grade 4 |
|
|
4.98 |
|
|
|
0.3 |
|
|
|
15.20 |
|
|
|
1.0 |
|
|
Total Investments |
|
$ |
1,424.47 |
|
|
|
100.0 |
% |
|
$ |
1,454.25 |
|
|
|
100.0 |
% |
The decrease in investments with a grade 1 investment performance rating as of June 30, 2020 compared to December 31, 2019 was primarily due to the repayment of investments with an aggregate fair value of $12.17 million. The increase in investments with a grade 3 investment performance rating as of June 30, 2020 compared to December 31, 2019 was primarily driven by increased market volatility, economic disruption and wider credit spreads resulting from the recent COVID-19 pandemic, however economic indicators generally improved as the quarter progressed, following significant declines in the first quarter, as businesses began to reopen and the government continued to maintain liquidity in the capital markets and provide fiscal stimulus to support the economy. Given the unprecedented nature of COVID-19, the operating environment of our portfolio companies is evolving rapidly. For further discussion of the impact of the COVID-19 pandemic on our portfolio, please see “—Impact of COVID-19 Pandemic.” The decrease in investments with a grade 4 investment performance rating as of June 30, 2020 compared to December 31, 2019 was primarily driven by the sale of one investment with a fair value of $12.70 million.
The following table shows the amortized cost of our performing and non-accrual investments:
|
|
|
As of |
|
|||||||||||||
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||||||||||
|
|
|
Amortized Cost |
|
|
Percentage of Total Portfolio at Amortized Cost |
|
|
Amortized Cost |
|
|
Percentage of Total Portfolio at Amortized Cost |
|
||||
|
|
|
(in millions) |
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
||
|
Performing |
|
$ |
1,520.30 |
|
|
|
99.1 |
% |
|
$ |
1,480.08 |
|
|
|
98.0 |
% |
|
Non-accrual |
|
|
13.66 |
|
|
|
0.9 |
|
|
|
29.77 |
|
|
|
2.0 |
|
|
Total Investments |
|
$ |
1,533.96 |
|
|
|
100.0 |
% |
|
$ |
1,509.85 |
|
|
|
100.0 |
% |
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
49
The following table shows our investment activity by investment type:
|
|
|
For the Three Months Ended |
|
|||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||
|
|
|
($ in millions) |
|
|||||
|
New investments committed at cost: |
|
|
|
|
|
|
|
|
|
Gross originations |
|
$ |
0.49 |
|
|
$ |
117.33 |
|
|
Less: Syndications(1) |
|
|
— |
|
|
|
— |
|
|
Net amount of new investments committed at cost: |
|
$ |
0.49 |
|
|
$ |
117.33 |
|
|
Amount of investments committed at cost(2)(12): |
|
|
|
|
|
|
|
|
|
First Lien/Senior Secured Debt |
|
$ |
0.49 |
|
|
$ |
117.33 |
|
|
Total |
|
$ |
0.49 |
|
|
$ |
117.33 |
|
|
Proceeds from investments sold or repaid(10)(12): |
|
|
|
|
|
|
|
|
|
First Lien/Senior Secured Debt |
|
$ |
7.68 |
|
|
$ |
151.09 |
|
|
First Lien/Last-Out Unitranche |
|
|
0.11 |
|
|
|
0.04 |
|
|
Second Lien/Senior Secured Debt |
|
|
10.00 |
|
|
|
3.48 |
|
|
Unsecured Debt |
|
|
0.50 |
|
|
|
— |
|
|
Total |
|
$ |
18.29 |
|
|
$ |
154.61 |
|
|
Net increase (decrease) in portfolio |
|
$ |
(17.80 |
) |
|
$ |
(37.28 |
) |
|
Number of new portfolio companies with new investment commitments(3) |
|
|
1 |
|
|
|
5 |
|
|
Total new investment commitment amount in new portfolio companies(3) |
|
$ |
0.46 |
|
|
$ |
94.09 |
|
|
Average new investment commitment amount in new portfolio companies(3) |
|
$ |
0.46 |
|
|
$ |
18.82 |
|
|
Number of existing portfolio companies with new investment commitments(3) |
|
|
1 |
|
|
|
7 |
|
|
Total new investment commitment amount in existing portfolio companies(3) |
|
$ |
0.02 |
|
|
$ |
23.24 |
|
|
Weighted average remaining term for new investment commitments (in years)(3)(4) |
|
|
6.8 |
|
|
|
5.7 |
|
|
Percentage of new debt investment commitments at floating interest rates(3)(11) |
|
|
100.0 |
% |
|
|
0.0 |
% |
|
Percentage of new debt investment commitments at fixed interest rates(3)(5)(11) |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
Weighted average yield on new debt and income producing investment commitments(2)(3)(6) |
|
|
9.5 |
% |
|
|
8.9 |
% |
|
Weighted average yield on new investment commitments(2)(3)(7) |
|
|
9.5 |
% |
|
|
8.9 |
% |
|
Weighted average yield on debt and income producing investments sold or paid down(8)(10) |
|
|
10.2 |
% |
|
|
10.4 |
% |
|
Weighted average yield on investments sold or paid down(9)(10) |
|
|
10.2 |
% |
|
|
10.4 |
% |
|
(1) |
Only includes syndications that occurred at the initial close of the investment. |
|
(2) |
Net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close of the investment. |
|
(3) |
May include positions originated during the period but not held at the reporting date. |
|
(4) |
Calculated as of the end of the relevant period and the maturity date of the individual investments. |
|
(5) |
May include preferred stock investments. |
|
(6) |
Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes investments that are non-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred. |
|
(7) |
Computed based on (a) the annual actual interest rate on new investment commitments divided by (b) the total new investment commitments (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred. |
|
(8) |
Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are on non-accrual. |
|
(9) |
Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual and non-income producing investments). The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments. |
|
(10) |
Excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration. |
|
(11) |
Computed based on amount of investments committed at cost. |
|
(12) |
In May 2019, in connection with the effective liquidation and dissolution of the Senior Credit Fund, we received our pro rata portion of senior secured loans of $215.10 million and $210.09 million at amortized cost and at fair value, respectively and assumed our pro rata portion of unfunded loan commitments totaling $5.66 million. The senior secured loans received consisted of 48 investments in 30 portfolio companies. As of June 30, 2019 the senior secured loans received had a weighted average yield at amortized cost and fair value of 7.6% and 9.1%, respectively. The impact of this transaction is excluded from the information presented in the table. For additional information see “Senior Credit Fund, LLC” below and Note 4 “Investments” in our consolidated financial statements included in this report. |
50
Our operating results were as follows:
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
|
|
(in millions) |
|
|||||||||||||
|
Total investment income |
|
$ |
30.60 |
|
|
$ |
38.40 |
|
|
$ |
62.57 |
|
|
$ |
74.94 |
|
|
Net expenses |
|
|
12.03 |
|
|
|
18.86 |
|
|
|
25.40 |
|
|
|
32.68 |
|
|
Net investment income before taxes |
|
|
18.57 |
|
|
|
19.54 |
|
|
|
37.17 |
|
|
|
42.26 |
|
|
Income tax expense, including excise tax |
|
|
0.39 |
|
|
|
0.45 |
|
|
|
0.81 |
|
|
|
0.89 |
|
|
Net investment income after taxes |
|
|
18.18 |
|
|
|
19.09 |
|
|
|
36.36 |
|
|
|
41.37 |
|
|
Net realized gain (loss) on investments |
|
|
(1.39 |
) |
|
|
(9.24 |
) |
|
|
(11.53 |
) |
|
|
(33.97 |
) |
|
Net realized gain (loss) on foreign currency transactions |
|
|
0.03 |
|
|
|
0.02 |
|
|
|
0.06 |
|
|
|
0.04 |
|
|
Net unrealized appreciation (depreciation) on investments |
|
|
18.75 |
|
|
|
6.84 |
|
|
|
(53.90 |
) |
|
|
10.40 |
|
|
Net unrealized appreciation (depreciation) on foreign currency forward contracts and translations |
|
|
(0.75 |
) |
|
|
(0.55 |
) |
|
|
(0.05 |
) |
|
|
0.33 |
|
|
Income tax (provision) benefit for realized and unrealized gains |
|
|
— |
|
|
|
(0.03 |
) |
|
|
0.10 |
|
|
|
0.17 |
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
34.82 |
|
|
$ |
16.13 |
|
|
$ |
(28.96 |
) |
|
$ |
18.34 |
|
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.
Investment Income
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
|
|
(in millions) |
|
|||||||||||||
|
Interest |
|
$ |
28.99 |
|
|
$ |
35.35 |
|
|
$ |
59.27 |
|
|
$ |
67.54 |
|
|
Dividend income |
|
|
0.04 |
|
|
|
1.05 |
|
|
|
0.04 |
|
|
|
3.54 |
|
|
Payment-in-kind |
|
|
1.29 |
|
|
|
1.12 |
|
|
|
2.72 |
|
|
|
2.32 |
|
|
Other income |
|
|
0.28 |
|
|
|
0.88 |
|
|
|
0.54 |
|
|
|
1.54 |
|
|
Total investment income |
|
$ |
30.60 |
|
|
$ |
38.40 |
|
|
$ |
62.57 |
|
|
$ |
74.94 |
|
Interest
Interest income from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, decreased from $35.35 million for the three months ended June 30, 2019 to $28.99 million for the three months ended June 30, 2020. The decrease is primarily due to a decrease in LIBOR, prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts and exit fees on certain investments. Included in interest for the three months ended June 30, 2020 and 2019 is $0.10 million and $1.07 million in prepayment premiums and $0.21 million and $1.66 million in accelerated accretion of upfront loan origination fees and unamortized discounts, and $0.00 million and $0.92 million for exit fees on investments.
Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, decreased from $67.54 million for the six months ended June 30, 2019 to $59.27 million for the six months ended June 30, 2020. The decrease is primarily due to a decrease in LIBOR, prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts and exit fees on certain investments. Included in interest for the six months ended June 30, 2020 and 2019 is $0.10 million and $1.71 million, respectively, in prepayment premiums and $0.61 million and $2.70 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts, and $0.01 million and $1.80 million, respectively, for exit fees on investments.
Dividend income
Dividend income decreased from $1.05 million for the three months ended June 30, 2019 to $0.04 million for the three months ended June 30, 2020. Dividend income decreased from $3.54 million for the six months ended June 30, 2019 to $0.04 million for the six months ended June 30, 2020. The decrease was due to the effective liquidation and dissolution of the Senior Credit Fund in May 2019. For additional information see “Senior Credit Fund, LLC” below and Note 4 “Investments” in our consolidated financial statements included in this report.
51
PIK income from investments increased from $1.12 million for the three months ended June 30, 2019 to $1.29 million for the three months ended June 30, 2020. PIK income from investments increased from $2.32 million for the six months ended June 30, 2019 to $2.72 million for the six months ended June 30, 2020.
Other income
Other income decreased from $0.88 million for the three months ended June 30, 2019 to $0.28 million for the three months ended June 30, 2020. Other income decreased from $1.54 million for the six months ended June 30, 2019 to $0.54 million for the six months ended June 30, 2020. The decrease was primarily due to a decrease in amendment fees from our portfolio companies.
Expenses
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
|
|
(in millions) |
|
|||||||||||||
|
Interest and other debt expenses |
|
$ |
9.11 |
|
|
$ |
9.50 |
|
|
$ |
18.01 |
|
|
$ |
17.95 |
|
|
Management fees |
|
|
3.62 |
|
|
|
3.74 |
|
|
|
7.28 |
|
|
|
7.28 |
|
|
Incentive fees |
|
|
— |
|
|
|
4.14 |
|
|
|
— |
|
|
|
4.64 |
|
|
Professional fees |
|
|
0.62 |
|
|
|
0.69 |
|
|
|
1.34 |
|
|
|
1.33 |
|
|
Administration, custodian and transfer agent fees |
|
|
0.23 |
|
|
|
0.24 |
|
|
|
0.47 |
|
|
|
0.48 |
|
|
Directors’ fees |
|
|
0.14 |
|
|
|
0.11 |
|
|
|
0.28 |
|
|
|
0.23 |
|
|
Other expenses |
|
|
0.46 |
|
|
|
0.44 |
|
|
|
0.83 |
|
|
|
0.77 |
|
|
Total Expenses |
|
$ |
14.18 |
|
|
$ |
18.86 |
|
|
$ |
28.21 |
|
|
$ |
32.68 |
|
|
Fee waiver |
|
|
(2.15 |
) |
|
|
— |
|
|
|
(2.81 |
) |
|
|
— |
|
|
Net Expenses |
|
$ |
12.03 |
|
|
$ |
18.86 |
|
|
$ |
25.40 |
|
|
$ |
32.68 |
|
Interest and other debt expenses
Interest and other debt expenses decreased from $9.50 million for the three months ended June 30, 2019 to $9.11 million for the three months ended June 30, 2020. The decrease was primarily driven by a decrease in the weighted average interest rate from 4.42% to 3.29%, partially offset by an increase in average daily borrowings from $778.29 million to $917.73 million.
Interest and other debt expenses for the six months ended June 30, 2020 remained relatively consistent as compared to the six months ended June 30, 2020.
Management Fees and Incentive Fees
Net Management fees for the three and six months ended June 30, 2020 decreased from the three and six months ended June 30, 2019, as a result of our Investment Adviser voluntarily waiving Management fees permanently by $2.15 million and $2.81 million for the respective periods.
Incentive fees decreased from $4.14 million for the three months ended June 30, 2019 to $0.00 million for the three months ended June 30, 2020. The decrease was a result of net realized losses and unrealized depreciation in our portfolio.
Incentive fees decreased from $4.64 million for the six months ended June 30, 2019 to $0.00 million for the six months ended June 30, 2020. The decrease was a result of net realized losses and unrealized depreciation in our portfolio.
Professional fees and other general and administrative expenses
Professional fees and other general and administrative expenses for the three and six months ended June 30, 2020 remained relatively consistent as compared to the three and six months ended June 30, 2019.
52
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited portfolio companies consisted of the following:
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
|
|
(in millions) |
|
|||||||||||||
|
ASC Acquisition Holdings, LLC |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(24.72 |
) |
|
Country Fresh Holdings, LLC |
|
|
— |
|
|
|
(8.41 |
) |
|
|
— |
|
|
|
(8.41 |
) |
|
MPI Products LLC |
|
|
— |
|
|
|
— |
|
|
|
(5.58 |
) |
|
|
— |
|
|
Bolttech Mannings, Inc. |
|
|
— |
|
|
|
— |
|
|
|
(4.70 |
) |
|
|
— |
|
|
SMS Systems Maintenance Services, Inc. |
|
|
(0.90 |
) |
|
|
— |
|
|
|
(0.90 |
) |
|
|
— |
|
|
Senior Credit Fund, LLC |
|
|
— |
|
|
|
(0.67 |
) |
|
|
— |
|
|
|
(0.67 |
) |
|
MPI Engineered Technologies, LLC |
|
|
(0.28 |
) |
|
|
— |
|
|
|
(0.28 |
) |
|
|
— |
|
|
Conergy Asia & ME Pte. LTD. |
|
|
(0.21 |
) |
|
|
— |
|
|
|
(0.21 |
) |
|
|
— |
|
|
P2 Upstream Acquisition Co. |
|
|
— |
|
|
|
(0.08 |
) |
|
|
— |
|
|
|
(0.08 |
) |
|
Other, net |
|
|
— |
|
|
|
(0.08 |
) |
|
|
0.14 |
|
|
|
(0.09 |
) |
|
Net realized gain (loss) |
|
$ |
(1.39 |
) |
|
$ |
(9.24 |
) |
|
$ |
(11.53 |
) |
|
$ |
(33.97 |
) |
For the six months ended June 30, 2020, net realized losses were primarily driven by our investments in two portfolio companies. In March 2020, there was a restructure of our second lien debt investment in MPI Products LLC (“MPI”), which resulted in a realized loss of $5.58 million. The private equity sponsor that purchased MPI provided it with new capital and we received newly issued second lien debt and non-interest bearing second lien debt. Also in March 2020, our second lien debt investment in Bolttech Mannings, Inc. was exchanged for common equity, which resulted in a realized loss of $4.70 million.
For the three and six months ended June 30, 2019, net realized losses were primarily driven by our investments in two portfolio companies. In February 2019, our first lien/last-out unitranche debt and second lien debt investment in ASC Acquisition Holdings, LLC was exchanged for preferred and common equity, which resulted in a realized loss of $24.72 million. In addition, in April 2019, our second lien debt investment in Country Fresh Holding Company Inc. was exchanged for common equity, which resulted in a realized loss of $8.41 million.
Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 “Significant Accounting Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments were as follows:
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
|
June 30, 2020 |
|
|
June 30, 2019 |
|
||||
|
|
|
(in millions) |
|
|||||||||||||
|
Unrealized appreciation |
|
$ |
45.01 |
|
|
$ |
25.37 |
|
|
$ |
30.19 |
|
|
$ |
31.04 |
|
|
Unrealized depreciation |
|
|
(26.26 |
) |
|
|
(18.53 |
) |
|
|
(84.09 |
) |
|
|
(20.64 |
) |
|
Net change in unrealized appreciation (depreciation) on investments |
|
$ |
18.75 |
|
|
$ |
6.84 |
|
|
$ |
(53.90 |
) |
|
$ |
10.40 |
|
53
The change in unrealized appreciation (depreciation) on investments consisted of the following:
|
|
|
For the Three Months Ended June 30, 2020 |
|
|
For the Six Months Ended June 30, 2020 |
|
||
|
Portfolio Company: |
|
|
($ in millions) |
|
||||
|
Other, net(1) |
|
$ |
23.12 |
|
|
$ |
(40.92 |
) |
|
CB-HDT Holdings, Inc. (dba Hunter Defense Technologies) |
|
|
6.11 |
|
|
|
12.06 |
|
|
Zep Inc. |
|
|
5.93 |
|
|
|
3.54 |
|
|
Wine.com, LLC |
|
|
2.40 |
|
|
|
2.14 |
|
|
Odyssey Logistics & Technology Corporation |
|
|
1.99 |
|
|
|
(3.11 |
) |
|
Iracore International Holdings, Inc. |
|
|
1.86 |
|
|
|
(0.14 |
) |
|
Wrike, Inc. |
|
|
1.41 |
|
|
|
2.33 |
|
|
MPI Products LLC |
|
|
— |
|
|
|
6.39 |
|
|
Convene 237 Park Avenue, LLC (dba Convene) |
|
|
(0.02 |
) |
|
|
(3.58 |
) |
|
IHS Intermediate Inc. (dba Interactive Health Solutions) |
|
|
(0.25 |
) |
|
|
(2.50 |
) |
|
MPI Engineered Technologies, LLC |
|
|
(0.60 |
) |
|
|
(1.52 |
) |
|
Jill Acquisition LLC (dba J. Jill) |
|
|
(0.77 |
) |
|
|
(1.47 |
) |
|
Bolttech Mannings, Inc. |
|
|
(1.10 |
) |
|
|
(0.28 |
) |
|
Badger Sportswear, Inc. |
|
|
(1.22 |
) |
|
|
(2.51 |
) |
|
Animal Supply Holdings, LLC |
|
|
(20.11 |
) |
|
|
(24.33 |
) |
|
Total |
|
$ |
18.75 |
|
|
$ |
(53.90 |
) |
|
(1) |
For the three and six months ended June 30, 2020, other, net includes gross unrealized appreciation of $25.31 million and $3.73 million, respectively, and gross unrealized depreciation of $(2.19) million and $(44.65) million, respectively. |
Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2020 continued to be impacted by the COVID-19 pandemic, however economic indicators generally improved as the quarter progressed, following significant declines in the first quarter, as businesses began to reopen and the government continued to maintain liquidity in the capital markets and provide fiscal stimulus to support the economy. Given the unprecedented nature of COVID-19, the operating environment of our portfolio companies is evolving rapidly. For further discussion of the impact of the COVID-19 pandemic on our portfolio, please see “—Impact of COVID-19 Pandemic.” In addition, the net change in unrealized appreciation (depreciation) was driven by Animal Supply Holdings, LLC, which was due to financial underperformance, partially offset by the reversal of unrealized depreciation in connection with the aforementioned sale of MPI and the financial improvement of CB-HDT Holdings, Inc. and Zep Inc.
Valuations of investments are more difficult to determine when a severe economic shock occurs. Recent market conditions, characterized by dislocations of asset prices, higher volatility and reduced price transparency have made it more challenging to determine the fair value of some of our investments. Valuation under the current circumstances has required greater use of judgment. For further information about fair value measurements, see Note 5 “Fair Value Measurement” to our consolidated financial statements included in this report.
|
|
|
For the Three Months Ended June 30, 2019 |
|
|
For the Six Months Ended June 30, 2019 |
|
||
|
Portfolio Company: |
|
|
($ in millions) |
|
||||
|
Country Fresh Holding Company, Inc. |
|
$ |
8.29 |
|
|
$ |
1.43 |
|
|
Senior Credit Fund, LLC |
|
|
4.07 |
|
|
|
3.54 |
|
|
CB-HDT Holdings, Inc. |
|
|
3.74 |
|
|
|
0.29 |
|
|
Iracore International Holdings, Inc. |
|
|
1.57 |
|
|
|
1.94 |
|
|
Artesyn Embedded Technologies, Inc. |
|
|
1.55 |
|
|
|
1.90 |
|
|
Other, net(1) |
|
|
0.07 |
|
|
|
0.43 |
|
|
ASC Acquisition Holdings, LLC |
|
|
— |
|
|
|
14.57 |
|
|
MPI Products LLC |
|
|
(1.47 |
) |
|
|
(1.61 |
) |
|
Bolttech Mannings, Inc. |
|
|
(1.59 |
) |
|
|
(1.97 |
) |
|
GK Holdings, Inc. |
|
|
(2.25 |
) |
|
|
(2.25 |
) |
|
SMS Systems Maintenance Services, Inc. |
|
|
(2.29 |
) |
|
|
(2.29 |
) |
|
Zep, Inc. |
|
|
(4.85 |
) |
|
|
(5.58 |
) |
|
Total |
|
$ |
6.84 |
|
|
$ |
10.40 |
|
|
(1) |
For the three and six months ended June 30, 2019 other, net includes gross unrealized appreciation of $6.15 million and $7.37 million, respectively, and gross unrealized depreciation of $(6.08) million and $(6.94) million, respectively. |
54
Net change in unrealized appreciation (depreciation) in our investments for the three and six months ended June 30, 2019 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exchange with ASC Acquisition Holdings, LLC., Country Fresh Holding Company Inc. and the liquidation and dissolution of the Senior Credit Fund. The net change was offset by the unrealized depreciation in Zep, Inc., which was due to financial underperformance.
SENIOR CREDIT FUND, LLC
The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. We invested together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose was to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies. Each of us and Cal Regents were responsible for sourcing the Senior Credit Fund’s investments. On February 27, 2019, the board of managers of the Senior Credit Fund authorized the liquidation and subsequent dissolution of the Senior Credit Fund and the pro-rata distribution of its assets and liabilities to the members of the Senior Credit Fund, which took place on May 8, 2019. After the satisfaction of all remaining liabilities and the distribution of remaining assets, the Senior Credit Fund was terminated. For further details, see Note 4 “Investments– Senior Credit Fund, LLC” to our consolidated financial statements included in this report.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of June 30, 2020 and December 31, 2019, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 166% and 187%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
We may enter into investment commitments through signed commitment letters which may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.
As of June 30, 2020, we had cash of approximately $16.32 million, an increase of $6.91 million from December 31, 2019. Cash used by operating activities for the six months ended June 30, 2020 was approximately $90.83 million, primarily driven by a decrease in net assets resulting from operations of $28.96 million, purchases of investments of $106.68 million, and net purchase of investments in an affiliated money market fund of $89.47, offset by proceeds from sales and principal repayments of $76.63 million and proceeds from other operating activities of $57.65 million. Cash provided by financing activities for the six months ended June 30, 2020 was approximately $97.74 million, primarily driven by repayments on debt of $408.68 million, distributions paid of $35.65 million and other financing activities of $11.69 million, offset by borrowings on debt of $553.76 million.
As of June 30, 2019, we had cash of approximately $10.12 million, an increase of $4.01 million from December 31, 2018. Cash used by operating activities for the six months ended June 30, 2019 was approximately $(143.77) million, primarily driven by purchases of investments of $417.14 million, offset by proceeds from sales and repayments of $243.90 million and increase in net assets resulting from operations of $18.35 million. Cash provided by financing activities for the six months ended June 30, 2019 was approximately $147.78 million, primarily driven by borrowing of debt of $358.91 million, offset by repayments on debt of $176.00 million, and distributions paid of $34.78 million.
To the extent permissible under the risk retention rules and applicable provisions of the Investment Company Act, we may raise capital by securitizing certain of our investments, including through the formation of one or more CLOs or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company subsidiary (subject to regulatory approvals).
55
There were no equity issuances of our common stock during the three and six months ended June 30, 2020 and 2019.
Common Stock Repurchase Plans
In February 2019, our Board of Directors approved the “Company 10b5-1 Plan, which provides for us to repurchase of up to $25.00 million of shares of our common stock if the stock trades below the most recently announced net asset value per share, subject to limitations. Under the Company 10b5-1 Plan, no purchases will be made if such purchases would (i) cause the aggregate ownership of our outstanding stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of purchase) or (ii) cause our Debt/Equity Ratio to exceed the lower of (a) 1.40 or (b) the Maximum Debt/Equity Ratio. In the Company 10b5-1 Plan, “Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities and the total notional value of the Purchaser’s unfunded commitments divided by 85% of total equity, as of the most recent reported financial statement end date, and “Maximum Debt/Equity Ratio” means the sum of debt on the balance sheet and committed uncalled debt divided by net assets, as of the most recent reported financial statement end date. Purchases under our Company 10b5-1 Plan would be conducted on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and other applicable securities laws. The Company 10b5-1 Plan took effect on March 18, 2019, was temporarily suspended on December 9, 2019 and expired on March 18, 2020.
Repurchases of our common stock under our Company 10b5-1 Plan or otherwise may result in the price of our common stock being higher than the price that otherwise might exist in the open market. For the three and six months ended June 30, 2020 and 2019, we did not repurchase any of our common stock pursuant to the Company 10b5-1 Plan or otherwise.
Dividend Reinvestment Plan
We have a dividend reinvestment plan that provides for reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. The shares distributed by our Transfer Agent in our dividend reinvestment plan are either through (i) newly issued shares or (ii) acquired by our Transfer Agent through the purchase of outstanding shares on the open market. If, on the payment date for any distribution, the most recently computed NAV per share as of the dividend payment date is equal to or less than the closing market price plus estimated per share fees, our Transfer Agent will invest the distribution amount in newly issued shares. Otherwise, our Transfer Agent will investment the dividend amount in shares acquired by purchasing shares on the open market. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and GS & Co. has opted out of the dividend reinvestment plan in respect of any shares of our common stock acquired through the GS 10b5-1 Plan. For further details, see Note 9 “Net Assets” to our consolidated financial statements included in this report.
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party.
The following table shows our contractual obligations as of June 30, 2020:
|
|
|
Payments Due by Period (in millions) |
|
|||||||||||||||||
|
|
|
Total |
|
|
Less Than 1 Year |
|
|
1 – 3 Years |
|
|
3 – 5 Years |
|
|
More Than 5 Years |
|
|||||
|
Convertible Notes |
|
$ |
155.00 |
|
|
$ |
— |
|
|
$ |
155.00 |
|
|
$ |
— |
|
|
$ |
— |
|
|
2025 Notes |
|
$ |
360.00 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
360.00 |
|
|
$ |
— |
|
|
Revolving Credit Facility |
|
$ |
365.57 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
365.57 |
|
|
$ |
— |
|
|
Revolving Credit Facility |
|
€ |
33.75 |
|
|
€ |
— |
|
|
€ |
— |
|
|
€ |
33.75 |
|
|
€ |
— |
|
Euro (“€”)
56
On September 19, 2013, we entered into a Revolving Credit Facility with various lenders. Truist Bank (formerly known as SunTrust Bank) serves as administrative agent and Bank of America N.A. serves as syndication agent under the Revolving Credit Facility. We amended and restated the Revolving Credit Facility on October 3, 2014, November 3, 2015, December 16, 2016, February 21, 2018, September 17, 2018 and February 25, 2020.
The aggregate committed borrowing amount under the Revolving Credit Facility is $795.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility up to $1,000.00 million. Upon consummation of the Merger, the aggregate committed borrowings under the Revolving Credit Facility will be $1,695.00 million and the uncommitted accordion feature will allow us to increase the borrowing capacity of the Revolving Credit Facility up to $2,250.00 million.
Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) London InterBank Offered Rate (“LIBOR”) plus a margin of either 1.75% or 1.875%, subject to borrowing base conditions or (ii) an alternative base rate, which is the highest of 0, the Prime Rate, the Federal Funds Effective Rate plus 0.50% and overnight LIBOR plus 1.00%, plus either 0.75% or 0.875%, subject to borrowing base conditions. Borrowings denominated in non-USD bear interest of LIBOR plus a margin of either 1.75% or 1.875%, subject to borrowing base conditions. With respect to borrowings denominated in USD, we may elect either LIBOR or an alternative base rate at the time of borrowing, and borrowings may be converted from one rate to another at any time, subject to certain conditions. Interest is payable quarterly in arrears. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, on February 25, 2025.
For further details, see Note 6 “Debt – Revolving Credit Facility” to our consolidated financial statements included in this report.
Convertible Notes
On October 3, 2016, we closed an offering of $115.00 million aggregate principal amount of unsecured Convertible Notes, which included $15.00 million aggregate principal amount issued pursuant to the initial purchasers’ exercise in full of an over-allotment option (the “Initial Convertible Notes”).
On July 2, 2018, we closed an offering of $40.00 million aggregate additional principal amount (the “Additional Convertible Notes” and, together with the Initial Convertible Notes, the “Convertible Notes”). The Additional Convertible Notes have identical terms, are fungible and are part of the Initial Convertible Notes.
The Convertible Notes were issued pursuant to an indenture between us and Wells Fargo Bank (“Wells Fargo”), as Trustee. Wells Fargo Bank and/or its affiliates provide bank lending and distribution services to certain Goldman Sachs funds. The Convertible Notes bear interest at a rate of 4.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017. The Convertible Notes will mature on April 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, based on an initial conversion rate of 40.8397 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of our common stock on September 27, 2016 and 16.7% above the $20.99 per share closing price of our common stock on June 26, 2018. We will not have the right to redeem the Convertible Notes prior to maturity.
For further details, see Note 6 “Debt – Convertible Notes” to our consolidated financial statements included in this report.
2025 Notes
On February 10, 2020, we closed an offering of $360.00 million aggregate principal amount of unsecured notes. The 2025 Notes were issued pursuant to an indenture between us and Wells Fargo Bank, as Trustee. Wells Fargo Bank and/or its affiliates provide bank lending and distribution services to certain Goldman Sachs funds. The 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on February 10 and August 10 of each year, commencing on August 10, 2020. The 2025 Notes will mature on February 10, 2025 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. For further details, see Note 6 “Debt – 2025 Notes” to our consolidated financial statements included in this report.
57
Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.
OFF-BALANCE SHEET ARRANGEMENTS
We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.
As of June 30, 2020, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
|
|
|
As of |
|
|||||
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
|
|
(in millions) |
|
|||||
|
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
First Lien/Senior Secured Debt |
|
$ |
60.79 |
|
|
$ |
84.84 |
|
|
Second Lien/Senior Secured Debt |
|
|
— |
|
|
|
2.38 |
|
|
Total |
|
$ |
60.79 |
|
|
$ |
87.22 |
|
RECENT DEVELOPMENTS
On July 13, 2020, we filed an amended registration statement on Form N-14, which included a joint proxy statement of us and GS MMLC and our prospectus. The registration statement on Form N-14 was declared effective by the SEC on July 31, 2020. On August 4, 2020, we filed our final joint proxy statement/prospectus on Form 497, which will be mailed on or about August 11, 2020 to our stockholders of record as of August 3, 2020. Special meetings for each of our and GS MMLC's stockholders are scheduled for October 2, 2020 to vote on the matters described in the joint proxy statement/prospectus as required by the Merger Agreement.
On August 4, 2020, our Board of Directors declared a quarterly distribution of $0.45 per share payable on October 15, 2020 to holders of record as of September 30, 2020.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.
For a description of our critical accounting policies, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy, and Income Taxes.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below.
As of June 30, 2020 and December 31, 2019, on a fair value basis, approximately 1.3% and 0.6% of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 98.7% and 99.4% of our performing debt investments bore interest at a floating rate. Our borrowings under our Revolving Credit Facility bear interest at a floating rate and our Convertible Notes and our 2025 Notes bear interest at a fixed rate.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.
Based on our June 30, 2020 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
|
As of June 30, 2020 Basis Point Change |
|
Interest Income |
|
|
Interest Expense |
|
|
Net Income |
|
|||
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Up 300 basis points |
|
$ |
24.91 |
|
|
$ |
(11.23 |
) |
|
$ |
13.68 |
|
|
Up 200 basis points |
|
|
14.10 |
|
|
|
(7.49 |
) |
|
|
6.61 |
|
|
Up 100 basis points |
|
|
3.34 |
|
|
|
(3.74 |
) |
|
|
(0.40 |
) |
|
Up 75 basis points |
|
|
0.90 |
|
|
|
(2.81 |
) |
|
|
(1.91 |
) |
|
Up 50 basis points |
|
|
0.34 |
|
|
|
(1.87 |
) |
|
|
(1.53 |
) |
|
Up 25 basis points |
|
|
0.17 |
|
|
|
(0.94 |
) |
|
|
(0.77 |
) |
|
Down 25 basis points |
|
|
(0.13 |
) |
|
|
0.61 |
|
|
|
0.48 |
|
|
Down 50 basis points |
|
|
(0.14 |
) |
|
|
0.61 |
|
|
|
0.47 |
|
|
Down 75 basis points |
|
|
(0.14 |
) |
|
|
0.61 |
|
|
|
0.47 |
|
|
Down 100 basis points |
|
|
(0.14 |
) |
|
|
0.61 |
|
|
|
0.47 |
|
|
Down 200 basis points |
|
|
(0.14 |
) |
|
|
0.61 |
|
|
|
0.47 |
|
|
Down 300 basis points |
|
|
(0.14 |
) |
|
|
0.61 |
|
|
|
0.47 |
|
We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2020. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
59
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 20, 2020. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
Risks Relating to Our Business and Structure
Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.
Social, political, economic and other conditions and events will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which the Company and its investments are exposed. In addition, global economies and financial markets are increasingly interconnected, and political, economic and other conditions and events in one country, region, or financial market may adversely impact issuers in a different country, region or financial market. Furthermore, the occurrence of, among other events, natural or man-made disasters, severe weather or geological events, fires, floods, earthquakes, outbreaks of disease (such as COVID-19, avian influenza or H1N1/09), epidemics, pandemics, malicious acts, cyber-attacks, terrorist acts or the occurrence of climate change, also adversely impact our performance from time to time. Such events may result in, and have resulted in, closing borders, securities exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. Such events have adversely impacted, and may continue to adversely impact our portfolio companies and markets and economies over the short- and long-term, including in ways that cannot necessarily be foreseen. We have been, and may continue to be negatively impacted if the value of our portfolio company holdings were harmed by such political or economic conditions or events. Moreover, such negative political and economic conditions and events have disrupted, and could continue to disrupt the processes necessary for our operations. This has created, and may continue to create widespread business continuity issues for us and our portfolio companies and heightened cybersecurity, information security and operational risks as a result of, among other things, remote work arrangements.
For example, in December 2019, COVID-19 emerged in China and has since spread rapidly to other countries, including the United States. This outbreak has led, and for an unknown period of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. While several countries, as well as certain states in the United States, have begun to lift the public health restrictions with a view to reopening their economies, recurring COVID-19 outbreaks have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the U.S. and other major markets. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following, among other things: (i) government imposition and/or re-imposition of various forms of shelter-in-place orders and the closing of "non-essential" businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as furloughs or lay-offs of employees (while such measures are hoped to be temporary, their impact may persist or become permanent); (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments, forbearance agreements and waivers of provisions of their credit agreements in order to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems in functioning of the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. The COVID-19 outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. As of the date of this quarterly report on Form 10-Q, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies. Further, even after the pandemic subsides, the U.S. economy, as well as most other major global economies may continue to experience a recession, and we anticipate our business could be materially and adversely affected by a prolonged recession in the U.S. and other major markets.
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Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us, our portfolio companies and our investments, it is clear that these types of events are impacting and will, for at least some time, continue to impact us and our portfolio companies. In many instances, the impact will be adverse and profound. For example, middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. The effects of a public health emergency may materially and adversely impact (i) the value and performance of us and our portfolio companies, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of our investments, (iii) our ability to comply with the covenants and other terms of our debt obligations and to repay such obligations, on a timely basis or at all, (iv) our ability to comply with certain regulatory requirements, such as asset coverage requirements under the 1940 Act, (v) our ability maintain our distributions at their current level or to pay them at all or (vi) our ability to source, manage and divest investments and achieve our investment objectives, all of which could result in significant losses to us. We will also be negatively affected if the operations and effectiveness of any of our portfolio companies (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.
Disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity can be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments.
The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.
The U.S. capital markets have experienced extreme disruption following the global outbreak of COVID-19. Such disruptions have been evidenced by volatility in global stock markets as a result of, among other things, uncertainty regarding the COVID-19 pandemic and the fluctuating price of commodities such as oil. Despite actions of the U.S. federal government and foreign governments, these events have contributed to worsening general economic conditions that are materially and adversely impacting broader financial and credit markets and reducing the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.
Significant changes or volatility in the capital markets have negatively affected, and may continue to negatively affect, the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan to hold an investment to maturity). Our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that may not reflect the full impact of the COVID-19 pandemic and measures taken in response thereto. Any public health emergency, including the COVID-19 pandemic or an outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
Significant changes in the capital markets, such as the disruption in economic activity caused by the COVID-19 pandemic, have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments. Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital, if required. As a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them to increase our liquidity. An inability on our part to raise incremental capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.
Further, current market conditions may make it difficult to raise equity capital, extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital available to us in the future, if available at all, may bear a higher interest rate and may be available only on terms and conditions less favorable than those of our existing debt and such debt may need to be incurred in a rising interest rate environment. If we are unable to raise new debt or refinance our existing debt, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage, and we may be unable to make new commitments or to fund existing commitments to our portfolio companies. Any inability to extend the maturity of or refinance our existing debt, or to obtain new debt, could have a material adverse effect on our business, financial condition or results of operations.
61
Global economic, political and market conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability.
The current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, have contributed and may continue to contribute to increased market volatility, may have long-term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.
In August 2011 and then affirmed in August 2013, Standard & Poor’s Rating Services lowered its long-term sovereign credit rating on the United States from “AAA” to “AA+”. Additionally, in January of 2012, Standard & Poor’s Rating Services lowered its long-term sovereign credit rating for several large European countries. These ratings negatively impacted global markets and economic conditions. Although U.S. lawmakers have taken steps to avoid further downgrades, U.S. budget deficit concerns and similar conditions in Europe, China and elsewhere have increased the possibility of additional credit-rating downgrades and worsening global economic and market conditions. There can be no assurance that current or future governmental measures to mitigate these conditions will be effective. These conditions, government actions and future developments may cause interest rates and borrowing costs to rise, which may adversely affect our ability to access debt financing on favorable terms and may increase the interest costs of our borrowers, hampering their ability to repay us. Continued or future adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.
In October 2014, the Federal Reserve announced that it was concluding its bond-buying program, or quantitative easing, which was designed to stimulate the economy and expand the Federal Reserve’s holdings of long-term securities, suggesting that key economic indicators, such as the unemployment rate, had showed signs of improvement since the inception of the program. It is possible that, without quantitative easing by the Federal Reserve, these developments, along with the United States government’s credit and deficit concerns and other global economic conditions, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. While the Federal Reserve recently decreased its federal funds target rate in response to the COVID-19 pandemic, if key economic indicators, such as the unemployment rate or inflation, do not progress at a rate consistent with the Federal Reserve’s objectives, the target range for the federal funds rate may increase and cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms and may also increase the costs of our borrowers, hampering their ability to repay us.
Legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Areas subject to potential change, amendment or repeal include the Dodd-Frank Act and the authority of the Federal Reserve and the Financial Stability Oversight Council. These or other regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a material adverse effect on our business, financial condition and results of operations.
We are exposed to risks associated with changes in interest rates.
Our debt investments may be based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Currently, most of our floating rate investments are linked to LIBOR and it is unclear how increased regulatory oversight and the future of LIBOR may affect market liquidity and the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our investments and transactions and financial condition or results of operations. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates (“IBORs”). The U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, has announced that it intends not to compel panel banks to contribute to LIBOR after 2021. The E.U. Benchmarks Regulation imposed conditions under which only compliant benchmarks may be used in new contracts after 2021. To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. In addition, on March 25, 2020, the FCA reaffirmed the central assumption that firms cannot rely on LIBOR being published after the end of 2021. However, the outbreak of COVID-19 may adversely impact the timing of many firms’ transition planning, and we continue to assess the potential impact of the COVID-19 outbreak on our transition plans. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 outbreak will have further effect on LIBOR transition timelines or plans, or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR or alternative reference rates could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as
62
a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. As such, some or all of these credit agreements may bear a lower interest rate, which would adversely impact our financial condition or results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Revolving Credit Facility. If we are unable to do so, amounts drawn under the Revolving Credit Facility may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.
Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.
In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.
If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.
A change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Management Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.
Risks Relating to the Merger
Sales of shares of our Common Stock after the completion of the Merger may cause the market price of our Common Stock to decline.
Based on the number of outstanding shares of GS MMLC common stock (“GS MMLC Common Stock”) as of March 31, 2020, we would issue approximately 57.4 million shares of our common stock (“our Common Stock”) to the GS MMLC stockholders who acquire shares of our Common Stock in the Merger (each, an “Affected Stockholder”) pursuant to the Amended Restated Merger Agreement. Subject to compliance with the lock-up provisions of our amended and restated charter (the “Amended and Restated Charter”), the Affected Stockholders may decide not to hold the shares of our Common Stock that they will receive pursuant to the Amended Restated Merger Agreement. Without the prior consent of our Board of Directors:
|
• |
for 90 days following the date of filing of the Amended and Restated Charter (the “Filing Date”), an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber any shares of our Common Stock acquired by the Affected Stockholder in connection with the Amended Restated Merger Agreement; |
|
• |
for 180 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber two-thirds of the shares of our Common Stock acquired by the Affected Stockholder in connection with the Amended Restated Merger Agreement; and |
|
• |
for 270 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber one-third of the shares of our Common Stock acquired by the Affected Stockholder in connection with the Amended Restated Merger Agreement. |
63
Following the closing of the Merger and the expiration of applicable lock-up periods, subject to applicable securities laws, sales of substantial amounts of shares of our Common Stock, or the perception that such sales could occur, could adversely affect the prevailing market prices for our Common Stock. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should it desire to do so. We cannot predict what effect, if any, future sales of securities, or the availability of securities for future sales, will have on the market price of our Common Stock prevailing from time to time.
In addition, certain GS MMLC stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of our Common Stock that they receive pursuant to the Amended Restated Merger Agreement. In addition, our stockholders may decide not to hold their shares of our Common Stock after completion of the Merger. In each case, such sales of our Common Stock could have the effect of depressing the market price for our Common Stock and may take place promptly following the completion of the Merger and, to the extent applicable, the expiration of the relevant lock-up periods.
Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger.
Our stockholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in us prior to the Merger. Consequently, our stockholders should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over our management and policies.
If the Merger were consummated as of March 31, 2020, based on the pro forma number of shares of our Common Stock to be issued and outstanding on the Closing Date, our stockholders would own approximately 41.3% of our outstanding Common Stock and GS MMLC stockholders would own approximately 58.7% of our outstanding Common Stock. In addition, prior to completion of the Merger, subject to certain restrictions in the Amended Restated Merger Agreement, we and GS MMLC may each issue additional shares of our Common Stock and GS MMLC Common Stock, respectively, which would further reduce the percentage ownership of the combined company to be held by our current stockholders. After completion of the Merger, we may issue additional shares of our Common Stock at prices below our Common Stock’s then-current NAV per share, subject to certain restrictions under the Investment Company Act, including stockholder approval of such issuance. The issuance or sale by us of shares of our Common Stock at a discount to NAV poses a risk of dilution to stockholders.
We may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.
The realization of certain benefits anticipated as a result of the Merger will depend in part on the integration of GS MMLC’s investment portfolio with ours and the integration of GS MMLC’s business with ours. There can be no assurance that GS MMLC’s investment portfolio or business can be operated profitably or integrated successfully into our operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including, but not limited to, incurring unexpected costs or delays in connection with such integration and failure of GS MMLC’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.
We also expect to achieve certain cost savings from the Merger when the two companies have fully integrated their portfolios. It is possible that the estimates of the potential cost savings could ultimately be incorrect. The cost savings estimates also assume we will be able to combine the operations of us and GS MMLC in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if we are not able to successfully combine GS MMLC’s investment portfolio or business with our operations, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected.
The Merger may trigger certain “change of control” provisions and other restrictions in our or GS MMLC’s contracts, their affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company.
Certain of our agreements or those of GS MMLC or their affiliates, which may include agreements governing our or GS MMLC’s indebtedness, will or may require the consent or waiver of one or more counterparties in connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase our rights or our or GS MMLC’s obligations under, any such agreement because the Merger or other transactions contemplated by the Amended Restated Merger Agreement may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. We cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all. If these types of provisions are triggered in agreements governing our or GS MMLC’s indebtedness, the lender or holder of the debt instrument could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows.
If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing us from operating a material part of GS MMLC’s business.
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In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain of our or GS MMLC’s agreements. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.
The opinion delivered to our Special Committee from the financial advisor to our Special Committee will not reflect changes in circumstances between signing the Amended Restated Merger Agreement and completion of the Merger.
Our Special Committee has not obtained an updated opinion as of the date of this report from the financial advisor to our Special Committee, and does not anticipate obtaining an updated opinion prior to the closing date of the Merger. Changes in our operations and prospects, general market and economic conditions and other factors that may be beyond our control, and on which its financial advisor’s opinion was based, may significantly alter the value of GS MMLC or the price of shares of our Common Stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because our Special Committee does not anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness from a financial point of view of the Exchange Ratio at the time the Merger is completed.
If the Merger does not close, we will not benefit from the expenses incurred in its pursuit.
The Merger may not be completed. If the Merger is not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received. We have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Merger is not completed.
The termination of the Amended Restated Merger Agreement could negatively impact us.
If the Amended Restated Merger Agreement is terminated, there may be various consequences, including:
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Our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger; and |
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the market price of our Common Stock might decline to the extent that the market price prior to termination reflects a market assumption that the Merger will be completed. |
The Amended Restated Merger Agreement limits our ability to pursue alternatives to the Merger.
The Amended Restated Merger Agreement contains provisions that limit our ability to discuss, facilitate or commit to competing third party proposals to acquire all or a significant part of us.
The Merger is subject to closing conditions, including stockholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to our business and operations.
The Merger is subject to closing conditions, including certain approvals of GS MMLC’s and our respective stockholders that, if not satisfied, will prevent the Merger from being completed. The closing condition that GS MMLC stockholders approve the Merger may not be waived under applicable law and must be satisfied for the Merger to be completed. GS MMLC currently expects that all directors and executive officers of GS MMLC will vote their shares of GS MMLC Common Stock in favor of the proposals presented at the special meeting of the GS MMLC stockholders. If GS MMLC stockholders do not approve the Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our business and operations. The closing condition that our stockholders approve the Merger, the Amended and Restated Charter and the issuance of shares of our Common Stock pursuant to the Amended Restated Merger Agreement (the “Merger Stock Issuance”) may not be waived under applicable law and must be satisfied for the Merger to be completed. In addition, the closing of the Merger is conditioned upon approval of the amendment and restatement of the Investment Management Agreement (as amended, the “New Investment Management Agreement”) by our stockholders. We currently expect that all of our directors and executive officers will vote their shares of our Common Stock in favor of the proposals presented at the special meeting of our stockholders. If our stockholders do not approve each of the Merger, the Amended and Restated Charter, the Merger Stock Issuance and the New Investment Management Agreement and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our business and operations. In addition to the required approvals of our stockholders, the Merger is subject to a number of other conditions beyond our control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied.
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We will be subject to operational uncertainties and contractual restrictions while the Merger is pending.
Uncertainty about the effect of the Merger may have an adverse effect on us and, consequently, on the combined company following completion of the Merger. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the Amended Restated Merger Agreement restricts us from taking actions that we might otherwise consider to be in its best interests. These restrictions may prevent us from pursuing certain business opportunities that may arise prior to the completion of the Merger.
We and GS MMLC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting stockholder approval.
Certain conditions to our and GS MMLC’s obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of us and GS MMLC. In the event that any such waiver does not require resolicitation of stockholders, the parties to the Amended Restated Merger Agreement will have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of our stockholders and GS MMLC stockholders, however, cannot be waived.
The shares of our Common Stock to be received by GS MMLC stockholders as a result of the Merger will have substantially the same rights associated with them as shares of GS MMLC Common Stock currently held by them except for the transfer restrictions imposed by the Amended and Restated Charter.
The rights associated with our Common Stock to be received by the GS MMLC stockholders as a result of the Merger are substantially the same as the rights associated with the shares of GS MMLC Common Stock currently held by them except for the transfer restrictions imposed by the Amended and Restated Charter. Under the Amended and Restated Charter, transfer restrictions will be imposed on the Affected Stockholders such that, without the consent of the Board:
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for 90 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber any shares of our Common Stock acquired by the Affected Stockholder in connection with the Amended Restated Merger Agreement; |
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for 180 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber two-thirds of the shares of our Common Stock acquired by the Affected Stockholder in connection with the Amended Restated Merger Agreement; and |
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for 270 days following the Filing Date, an Affected Stockholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), assign, pledge, or otherwise dispose of or encumber one-third of the shares of our Common Stock acquired by the Affected Stockholder in connection with the Amended Restated Merger Agreement. |
The market price of our Common Stock after the Merger may be affected by factors different from those affecting our Common Stock currently.
Our and GS MMLC’s businesses differ in some respects and, accordingly, the results of operations of the combined company and the market price of our Common Stock after the Merger may be affected by factors different from those currently affecting our and GS MMLC’s independent results of operations, such as a larger stockholder base.
Accordingly, our historical trading prices and financial results may not be indicative of these matters for the combined company following the Merger.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
None.
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The exhibits filed as part of this quarterly report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.
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Exhibit No |
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Description of Exhibits |
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2.1 |
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3.1 |
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3.2 |
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31.1* |
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31.2* |
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32.1* |
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Filed herewith. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GOLDMAN SACHS BDC, INC. |
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Date: August 10, 2020 |
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/s/ Brendan McGovern |
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Brendan McGovern Chief Executive Officer and President (Principal Executive Officer) |
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Date: August 10, 2020 |
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/s/ Jonathan Lamm |
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Jonathan Lamm Chief Financial Officer and Treasurer (Principal Financial Officer) |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brendan McGovern, certify that:
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I have reviewed this Quarterly Report on Form 10-Q of Goldman Sachs BDC, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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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; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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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. |
Date: August 10, 2020
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/s/ Brendan McGovern |
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Brendan McGovern Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Lamm, certify that:
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I have reviewed this Quarterly Report on Form 10-Q of Goldman Sachs BDC, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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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; |
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(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; |
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(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 |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
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. |
Date: August 10, 2020
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/s/ Jonathan Lamm |
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Jonathan Lamm Chief Financial Officer and Treasurer (Principal Financial Officer) |
Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Goldman Sachs BDC, Inc. (the “Company”) for the quarter ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Brendan McGovern, as Chief Executive Officer of the Company, and Jonathan Lamm, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1. The Report fully complies with the requirements of Section 13(a) 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 Company.
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Date: August 10, 2020 |
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/s/ Brendan McGovern |
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Brendan McGovern Chief Executive Officer (Principal Executive Officer) |
Date: August 10, 2020
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/s/ Jonathan Lamm |
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Jonathan Lamm Chief Financial Officer and Treasurer (Principal Financial Officer) |