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 August 31, 2022
☐ Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 814-00732
SARATOGA INVESTMENT CORP.
(Exact
name of registrant as specified in its charter)
Maryland | | 20-8700615 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
535 Madison Avenue
New York, New York 10022
(Address of principal
executive offices)
(212) 906-7800
(Registrant’s telephone
number, including area code)
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 | | SAR | | The
New York Stock Exchange |
6.00% Notes due 2027 | | SAT | | 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 | ☐ | 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 Exchange Act). Yes ☐ No ☒
The number of outstanding
common shares of the registrant as of October 4, 2022 was 11,900,212.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Consolidated Financial Statements |
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1 |
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Consolidated Statements of Assets and Liabilities as of August 31, 2022 (unaudited) and February 28, 2022 |
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1 |
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Consolidated Statements of Operations for the three and six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited) |
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2 |
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Consolidated Statements of Changes in Net Assets for three and six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited) |
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3 |
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Consolidated Statements of Cash Flows for the six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited)
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4 |
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Consolidated Schedules of Investments as of August 31, 2022 (unaudited) and February 28, 2022 |
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5 |
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Notes to Consolidated Financial Statements as of August 31, 2022 (unaudited) |
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19 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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86 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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125 |
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Item 4. |
Controls and Procedures |
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126 |
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PART II. OTHER INFORMATION |
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127 |
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Item 1. |
Legal Proceedings |
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127 |
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Item 1A. |
Risk Factors |
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127 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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127 |
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Item 3. |
Defaults Upon Senior Securities |
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127 |
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Item 4. |
Mine Safety Disclosures |
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127 |
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Item 5. |
Other Information |
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127 |
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Item 6. |
Exhibits |
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128 |
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Signatures |
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130 |
PART I. FINANCIAL INFORMATION
Item 1. Consolidated
Financial Statements
Saratoga Investment Corp.
Consolidated Statements
of Assets and Liabilities
(unaudited)
| |
August 31, 2022 | | |
February 28, 2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
Investments at fair value | |
| | |
| |
Non-control/Non-affiliate investments (amortized cost of $776,527,328 and $654,965,044, respectively) | |
$ | 775,408,041 | | |
$ | 668,358,516 | |
Affiliate investments (amortized cost of $80,445,967 and $46,224,927, respectively) | |
| 85,623,204 | | |
| 48,234,124 | |
Control investments (amortized cost of $98,963,250 and $95,058,356, respectively) | |
| 93,632,423 | | |
| 100,974,715 | |
Total investments at fair value (amortized cost of $955,936,545 and $796,248,327, respectively) | |
| 954,663,668 | | |
| 817,567,355 | |
Cash and cash equivalents | |
| 3,068,165 | | |
| 47,257,801 | |
Cash and cash equivalents, reserve accounts | |
| 9,579,226 | | |
| 5,612,541 | |
Interest receivable (net of reserve of $1,181,633 and $0, respectively) | |
| 5,019,691 | | |
| 5,093,561 | |
Due from affiliate (See Note 7) | |
| 17,670 | | |
| 90,968 | |
Management fee receivable | |
| 363,552 | | |
| 362,549 | |
Other assets | |
| 255,445 | | |
| 254,980 | |
Current Tax Receivable | |
| 64,638 | | |
| - | |
Total assets | |
$ | 973,032,055 | | |
$ | 876,239,755 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Revolving credit facility | |
$ | 25,000,000 | | |
$ | 12,500,000 | |
Deferred debt financing costs, revolving credit facility | |
| (960,415 | ) | |
| (1,191,115 | ) |
SBA debentures payable | |
| 233,660,000 | | |
| 185,000,000 | |
Deferred debt financing costs, SBA debentures payable | |
| (5,259,305 | ) | |
| (4,344,983 | ) |
7.25% Notes Payable 2025 | |
| - | | |
| 43,125,000 | |
Deferred debt financing costs, 7.25% notes payable 2025 | |
| - | | |
| (1,078,201 | ) |
7.75% Notes Payable 2025 | |
| 5,000,000 | | |
| 5,000,000 | |
Deferred debt financing costs, 7.75% notes payable 2025 | |
| (156,726 | ) | |
| (184,375 | ) |
4.375% Notes Payable 2026 | |
| 175,000,000 | | |
| 175,000,000 | |
Premium on 4.375% notes payable 2026 | |
| 979,272 | | |
| 1,086,013 | |
Deferred debt financing costs, 4.375% notes payable 2026 | |
| (2,970,717 | ) | |
| (3,395,435 | ) |
4.35% Notes Payable 2027 | |
| 75,000,000 | | |
| 75,000,000 | |
Discount on 4.35% notes payable 2027 | |
| (441,527 | ) | |
| (499,263 | ) |
Deferred debt financing costs, 4.35% notes payable 2027 | |
| (1,549,296 | ) | |
| (1,722,908 | ) |
6.25% Notes Payable 2027 | |
| 15,000,000 | | |
| 15,000,000 | |
Deferred debt financing costs, 6.25% notes payable 2027 | |
| (380,308 | ) | |
| (416,253 | ) |
6.00% Notes Payable 2027 | |
| 105,500,000 | | |
| - | |
Discount on 6.00% notes payable 2027 | |
| (174,486 | ) | |
| - | |
Deferred debt financing costs, 6.00% notes payable 2027 | |
| (3,227,625 | ) | |
| - | |
Base management and incentive fees payable | |
| 9,529,363 | | |
| 12,947,025 | |
Deferred tax liability | |
| 1,710,315 | | |
| 1,249,015 | |
Accounts payable and accrued expenses | |
| 1,188,574 | | |
| 799,058 | |
Current income tax payable | |
| - | | |
| 2,820,036 | |
Interest and debt fees payable | |
| 3,073,477 | | |
| 2,801,621 | |
Directors fees payable | |
| 108,932 | | |
| 70,000 | |
Due to manager | |
| 189,252 | | |
| 263,814 | |
Excise tax payable | |
| - | | |
| 630,183 | |
Total liabilities | |
| 635,818,780 | | |
| 520,459,232 | |
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| | | |
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Commitments and contingencies (See Note 9) | |
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NET ASSETS | |
| | | |
| | |
Common stock, par value $0.001, 100,000,000 common shares authorized, 11,927,238 and 12,131,350 common shares issued and outstanding, respectively | |
| 11,927 | | |
| 12,131 | |
Capital in excess of par value | |
| 322,832,986 | | |
| 328,062,246 | |
Total distributable earnings (deficit) | |
| 14,368,362 | | |
| 27,706,146 | |
Total net assets | |
| 337,213,275 | | |
| 355,780,523 | |
Total liabilities and net assets | |
$ | 973,032,055 | | |
$ | 876,239,755 | |
NET ASSET VALUE PER SHARE | |
$ | 28.27 | | |
$ | 29.33 | |
See accompanying notes to
consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements
of Operations
(unaudited)
| |
For the three months ended | | |
For the six months ended | |
| |
August 31, 2022 | | |
August 31, 2021 | | |
August 31, 2022 | | |
August 31, 2021 | |
INVESTMENT INCOME | |
| | |
| | |
| | |
| |
Interest from investments | |
| | |
| | |
| | |
| |
Interest income: | |
| | |
| | |
| | |
| |
Non-control/Non-affiliate investments | |
$ | 16,197,470 | | |
$ | 11,298,024 | | |
$ | 30,048,616 | | |
$ | 22,534,761 | |
Affiliate investments | |
| 1,322,501 | | |
| 936,508 | | |
| 2,372,649 | | |
| 1,277,020 | |
Control investments | |
| 1,513,666 | | |
| 2,059,101 | | |
| 3,059,796 | | |
| 3,914,086 | |
Payment-in-kind interest income: | |
| | | |
| | | |
| | | |
| | |
Non-control/Non-affiliate investments | |
| 85,746 | | |
| 710,329 | | |
| 171,427 | | |
| 887,095 | |
Affiliate investments | |
| 29,167 | | |
| - | | |
| 29,167 | | |
| - | |
Control investments | |
| 84,220 | | |
| 109,971 | | |
| 157,441 | | |
| 187,646 | |
Total interest from investments | |
| 19,232,770 | | |
| 15,113,933 | | |
| 35,839,096 | | |
| 28,800,608 | |
Interest from cash and cash equivalents | |
| 34,435 | | |
| 1,071 | | |
| 35,152 | | |
| 1,593 | |
Management fee income | |
| 817,024 | | |
| 814,622 | | |
| 1,632,988 | | |
| 1,632,854 | |
Dividend Income* | |
| 212,688 | | |
| 658,881 | | |
| 512,817 | | |
| 1,057,498 | |
Structuring and advisory fee income | |
| 1,408,086 | | |
| 1,038,250 | | |
| 2,259,814 | | |
| 2,340,125 | |
Other income* | |
| 147,843 | | |
| 814,926 | | |
| 252,111 | | |
| 1,424,995 | |
Total investment income | |
| 21,852,846 | | |
| 18,441,683 | | |
| 40,531,978 | | |
| 35,257,673 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
Interest and debt financing expenses | |
| 7,922,025 | | |
| 5,184,184 | | |
| 14,793,538 | | |
| 9,525,096 | |
Base management fees | |
| 4,104,105 | | |
| 3,002,097 | | |
| 7,906,168 | | |
| 5,761,005 | |
Incentive management fees expense (benefit) | |
| 589,840 | | |
| 2,018,163 | | |
| (1,314,145 | ) | |
| 7,280,699 | |
Professional fees | |
| 368,165 | | |
| 460,753 | | |
| 785,490 | | |
| 967,814 | |
Administrator expenses | |
| 772,917 | | |
| 712,500 | | |
| 1,522,917 | | |
| 1,406,250 | |
Insurance | |
| 90,226 | | |
| 86,318 | | |
| 177,536 | | |
| 172,636 | |
Directors fees and expenses | |
| 110,000 | | |
| 100,500 | | |
| 220,000 | | |
| 192,500 | |
General and administrative | |
| 299,445 | | |
| 453,225 | | |
| 966,861 | | |
| 943,876 | |
Income tax expense (benefit) | |
| (101,891 | ) | |
| 30,682 | | |
| (200,623 | ) | |
| 58,601 | |
Total operating expenses | |
| 14,154,832 | | |
| 12,048,422 | | |
| 24,857,742 | | |
| 26,308,477 | |
NET INVESTMENT INCOME | |
| 7,698,014 | | |
| 6,393,261 | | |
| 15,674,236 | | |
| 8,949,196 | |
| |
| | | |
| | | |
| | | |
| | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | |
| | | |
| | | |
| | | |
| | |
Net realized gain (loss) from investments: | |
| | | |
| | | |
| | | |
| | |
Non-control/Non-affiliate investments | |
| 7,943,838 | | |
| 1,641,462 | | |
| 8,106,347 | | |
| 3,551,605 | |
Control investments | |
| - | | |
| (139,867 | ) | |
| - | | |
| (139,867 | ) |
Net realized gain (loss) from investments | |
| 7,943,838 | | |
| 1,501,595 | | |
| 8,106,347 | | |
| 3,411,738 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| (448,883 | ) | |
| 69,250 | | |
| (448,883 | ) |
Net change in unrealized appreciation (depreciation) on investments: | |
| | | |
| | | |
| | | |
| | |
Non-control/Non-affiliate investments | |
| (13,878,470 | ) | |
| 2,256,932 | | |
| (14,512,759 | ) | |
| 8,772,357 | |
Affiliate investments | |
| 2,600,434 | | |
| 2,681,640 | | |
| 3,168,040 | | |
| 4,677,451 | |
Control investments | |
| (1,980,420 | ) | |
| (1,562,033 | ) | |
| (11,247,186 | ) | |
| 6,739,309 | |
Net change in unrealized appreciation (depreciation) on investments | |
| (13,258,456 | ) | |
| 3,376,539 | | |
| (22,591,905 | ) | |
| 20,189,117 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| (230,154 | ) | |
| (1,328,711 | ) | |
| (592,105 | ) | |
| (1,558,855 | ) |
Net realized and unrealized gain (loss) on investments | |
| (5,544,772 | ) | |
| 3,100,540 | | |
| (15,008,413 | ) | |
| 21,593,117 | |
Realized losses on extinguishment of debt | |
| (1,204,809 | ) | |
| (1,552,140 | ) | |
| (1,204,809 | ) | |
| (1,552,140 | ) |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | |
$ | 948,433 | | |
$ | 7,941,661 | | |
$ | (538,986 | ) | |
$ | 28,990,173 | |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE | |
$ | 0.08 | | |
$ | 0.71 | | |
$ | (0.04 | ) | |
$ | 2.59 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | |
| 11,963,276 | | |
| 11,175,436 | | |
| 12,037,855 | | |
| 11,172,787 | |
See accompanying notes to
consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements
of Changes in Net Assets
(unaudited)
| |
For the six months ended | |
| |
August 31, 2022 | | |
August 31, 2021 | |
INCREASE (DECREASE) FROM OPERATIONS: | |
| | |
| |
Net investment income | |
$ | 15,674,236 | | |
$ | 8,949,196 | |
Net realized gain from investments | |
| 8,106,347 | | |
| 3,411,738 | |
Realized losses on extinguishment of debt | |
| (1,204,809 | ) | |
| (1,552,140 | ) |
Income tax (provision) benefit from realized gain on investments | |
| 69,250 | | |
| (448,883 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| (22,591,905 | ) | |
| 20,189,117 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| (592,105 | ) | |
| (1,558,855 | ) |
Net increase (decrease) in net assets resulting from operations | |
| (538,986 | ) | |
| 28,990,173 | |
| |
| | | |
| | |
DECREASE FROM SHAREHOLDER DISTRIBUTIONS: | |
| | | |
| | |
Total distributions to shareholders | |
| (12,798,798 | ) | |
| (9,709,800 | ) |
Net decrease in net assets from shareholder distributions | |
| (12,798,798 | ) | |
| (9,709,800 | ) |
| |
| | | |
| | |
CAPITAL SHARE TRANSACTIONS: | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| 157,040 | |
Stock dividend distribution | |
| 2,196,868 | | |
| 1,742,614 | |
Repurchases of common stock | |
| (7,420,421 | ) | |
| (1,252,143 | ) |
Repurchase fees | |
| (5,911 | ) | |
| (992 | ) |
Offering costs | |
| - | | |
| (817 | ) |
Net increase (decrease) in net assets from capital share transactions | |
| (5,229,464 | ) | |
| 645,702 | |
Total increase (decrease) in net assets | |
| (18,567,248 | ) | |
| 19,926,075 | |
Net assets at beginning of period | |
| 355,780,523 | | |
| 304,185,770 | |
Net assets at end of period | |
$ | 337,213,275 | | |
$ | 324,111,845 | |
See accompanying notes to
consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements
of Cash Flows
(unaudited)
| |
For the six months ended | |
| |
August 31, 2022 | | |
August 31, 2021 | |
Operating activities | |
| | |
| |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | |
$ | (538,986 | ) | |
$ | 28,990,173 | |
ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING | |
| | | |
| | |
FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: | |
| | | |
| | |
Payment-in-kind and other adjustments to cost | |
| 1,594,054 | | |
| (1,905,423 | ) |
Net accretion of discount on investments | |
| (833,939 | ) | |
| (884,936 | ) |
Amortization of deferred debt financing costs | |
| 1,674,315 | | |
| 1,023,062 | |
Realized losses on extinguishment of debt | |
| 1,204,809 | | |
| 1,552,140 | |
Income tax expense (benefit) | |
| (269,873 | ) | |
| 30,964 | |
Net realized (gain) loss from investments | |
| (8,106,347 | ) | |
| (3,411,738 | ) |
Net change in unrealized (appreciation) depreciation on investments | |
| 22,591,905 | | |
| (20,189,117 | ) |
Net change in provision for deferred taxes on unrealized appreciation (depreciation) on investments | |
| 592,105 | | |
| 1,558,855 | |
Proceeds from sales and repayments of investments | |
| 105,173,099 | | |
| 149,787,188 | |
Purchases of investments | |
| (257,515,083 | ) | |
| (235,180,617 | ) |
(Increase) decrease in operating assets: | |
| | | |
| | |
Interest receivable | |
| 73,870 | | |
| (891,097 | ) |
Due from affiliate | |
| 73,298 | | |
| 2,719,000 | |
Management and incentive fee receivable | |
| (1,003 | ) | |
| (329,730 | ) |
Tax receivable | |
| 64,638 | | |
| - | |
Other assets | |
| (465 | ) | |
| (60,140 | ) |
Increase (decrease) in operating liabilities: | |
| | | |
| | |
Base management and incentive fees payable | |
| (3,417,662 | ) | |
| 4,868,310 | |
Accounts payable and accrued expenses | |
| 389,516 | | |
| 1,010,580 | |
Current tax payable | |
| (2,820,036 | ) | |
| - | |
Interest and debt fees payable | |
| 271,856 | | |
| (177,519 | ) |
Directors fees payable | |
| 38,932 | | |
| (70,500 | ) |
Excise tax payable | |
| (630,183 | ) | |
| (691,672 | ) |
Due to manager | |
| (74,562 | ) | |
| 29,675 | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | |
| (140,465,742 | ) | |
| (72,222,542 | ) |
| |
| | | |
| | |
Financing activities | |
| | | |
| | |
Borrowings on debt | |
| 79,500,000 | | |
| 87,500,000 | |
Paydowns on debt | |
| (18,340,000 | ) | |
| (73,500,000 | ) |
Issuance of notes | |
| 105,500,000 | | |
| 175,000,000 | |
Repayments of notes | |
| (43,125,000 | ) | |
| (60,000,000 | ) |
Payments of deferred debt financing costs | |
| (5,087,947 | ) | |
| (5,569,027 | ) |
Discount on debt issuance, 6.000% notes 2027 | |
| (176,000 | ) | |
| - | |
Premium on debt issuance, 4.375% notes 2026 | |
| - | | |
| 1,250,000 | |
Proceeds from issuance of common stock | |
| - | | |
| 157,040 | |
Payments of cash dividends | |
| (10,601,930 | ) | |
| (7,967,186 | ) |
Repurchases of common stock | |
| (7,420,421 | ) | |
| (1,252,143 | ) |
Repurchases fees | |
| (5,911 | ) | |
| (992 | ) |
Payments of offering costs | |
| - | | |
| (817 | ) |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | |
| 100,242,791 | | |
| 115,616,875 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS | |
| (40,222,951 | ) | |
| 43,394,333 | |
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD | |
| 52,870,342 | | |
| 29,915,074 | |
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD | |
$ | 12,647,391 | | |
$ | 73,309,407 | |
| |
| | | |
| | |
Supplemental information: | |
| | | |
| | |
Interest paid during the period | |
$ | 12,691,530 | | |
$ | 8,679,552 | |
Cash paid for taxes | |
| 2,759,376 | | |
| 703,158 | |
Supplemental non-cash information: | |
| | | |
| | |
Payment-in-kind interest income and other adjustments to cost | |
| (1,799,723 | ) | |
| 1,905,423 | |
Net accretion of discount on investments | |
| 833,939 | | |
| 884,936 | |
Amortization of deferred debt financing costs | |
| 1,674,315 | | |
| 1,023,062 | |
Stock dividend distribution | |
| 2,196,868 | | |
| 1,742,614 | |
See accompanying notes to
consolidated financial statements.
Saratoga Investment Corp.
Consolidated Schedule of Investments
August 31, 2022
(unaudited)
Company(1) | |
Industry | |
Investment Interest
Rate/ Maturity | |
Original Acquisition
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
% of
Net Assets | |
Non-control/Non-affiliate investments - 228.1% (b) | |
| |
| |
| |
| | |
| | |
| | |
| |
Altvia MidCo, LLC. | |
Alternative Investment Management Software | |
First Lien Term Loan
(3M USD TERM SOFR+8.50%), 10.28% Cash, 7/18/2027 | |
7/18/2022 | |
$ | 8,000,000 | | |
$ | 7,921,109 | | |
$ | 7,920,000 | | |
| 2.3 | % |
Altvia MidCo, LLC. (h) | |
Alternative Investment Management Software | |
Series A-1 Preferred Shares | |
7/18/2022 | |
| 2,000,000 | | |
| 2,000,000 | | |
| 2,000,000 | | |
| 0.6 | % |
| |
| |
Total Alternative Investment Management Software | |
| |
| | | |
| 9,921,109 | | |
| 9,920,000 | | |
| 2.9 | % |
Targus Holdings, Inc. (h) | |
Consumer Products | |
Common Stock | |
12/31/2009 | |
| 210,456 | | |
| 1,589,630 | | |
| 921,256 | | |
| 0.3 | % |
| |
| |
Total Consumer Products | |
| |
| | | |
| 1,589,630 | | |
| 921,256 | | |
| 0.3 | % |
Schoox, Inc. (h), (i) | |
Corporate Education Software | |
Series 1 Membership Interest | |
12/8/2020 | |
| 1,050 | | |
| 475,698 | | |
| 3,652,653 | | |
| 1.1 | % |
| |
| |
Total Corporate Education Software | |
| |
| | | |
| 475,698 | | |
| 3,652,653 | | |
| 1.1 | % |
GreyHeller LLC (h) | |
Cyber Security | |
Common Stock | |
11/10/2021 | |
| 7,857,689 | | |
| 1,906,275 | | |
| 2,418,060 | | |
| 0.7 | % |
| |
| |
Total Cyber Security | |
| |
| | | |
| 1,906,275 | | |
| 2,418,060 | | |
| 0.7 | % |
New England Dental Partners | |
Dental Practice Management | |
First Lien Term Loan
(3M USD LIBOR+8.00%), 11.08% Cash, 11/25/2025 | |
11/25/2020 | |
$ | 6,555,000 | | |
| 6,509,311 | | |
| 6,495,350 | | |
| 1.9 | % |
New England Dental Partners (j) | |
Dental Practice Management | |
Delayed Draw Term Loan (3M USD LIBOR+8.00%), 11.08% Cash, 11/25/2025 | |
11/25/2020 | |
$ | 2,150,000 | | |
| 2,134,838 | | |
| 2,130,435 | | |
| 0.6 | % |
| |
| |
Total Dental Practice Management | |
| |
| | | |
| 8,644,149 | | |
| 8,625,785 | | |
| 2.5 | % |
Exigo, LLC | |
Direct Selling Software | |
First Lien Term Loan
(1M USD LIBOR+5.75%), 8.31% Cash, 3/16/2027 | |
3/16/2022 | |
$ | 24,937,500 | | |
| 24,737,201 | | |
| 24,688,125 | | |
| 7.3 | % |
Exigo, LLC (j) | |
Direct Selling Software | |
Delayed Draw Term Loan
(1M USD LIBOR+5.75%), 8.31% Cash, 3/16/2027 | |
3/16/2022 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
Exigo, LLC (j) | |
Direct Selling Software | |
Revolving Credit Facility
(1M USD LIBOR+5.75%), 8.31% Cash, 3/16/2027 | |
3/16/2022 | |
$ | 208,334 | | |
| 208,333 | | |
| 206,250 | | |
| 0.1 | % |
Exigo, LLC (h), (i) | |
Direct Selling Software | |
Common Units | |
3/16/2022 | |
| 1,041,667 | | |
| 1,041,667 | | |
| 1,041,667 | | |
| 0.3 | % |
| |
| |
Total Direct Selling Software | |
| |
| | | |
| 25,987,201 | | |
| 25,936,042 | | |
| 7.7 | % |
C2 Educational Systems | |
Education Services | |
First Lien Term Loan
(3M USD LIBOR+8.50%), 11.58% Cash, 5/31/2023 | |
5/31/2017 | |
$ | 18,500,000 | | |
| 18,489,014 | | |
| 18,524,050 | | |
| 5.5 | % |
C2 Education Systems, Inc. (h) | |
Education Services | |
Series A-1 Preferred Stock | |
5/18/2021 | |
| 3,127 | | |
| 499,904 | | |
| 636,732 | | |
| 0.2 | % |
Zollege PBC | |
Education Services | |
First Lien Term Loan
(3M USD LIBOR+5.50%), 8.58% Cash, 5/11/2026 | |
5/11/2021 | |
$ | 16,000,000 | | |
| 15,888,280 | | |
| 14,675,200 | | |
| 4.4 | % |
Zollege PBC (j) | |
Education Services | |
Delayed Draw Term Loan
(3M USD LIBOR+5.50%), 8.58% Cash, 5/11/2026 | |
5/11/2021 | |
$ | 500,000 | | |
| 496,314 | | |
| 375,800 | | |
| 0.1 | % |
Zollege PBC (h) | |
Education Services | |
Class A Units | |
5/11/2021 | |
| 250,000 | | |
| 250,000 | | |
| 160,160 | | |
| 0.0 | % |
| |
| |
Total Education Services | |
| |
| | | |
| 35,623,512 | | |
| 34,371,942 | | |
| 10.2 | % |
Destiny Solutions Inc. (h), (i) | |
Education Software | |
Limited Partner Interests | |
5/16/2018 | |
| 3,068 | | |
| 3,969,291 | | |
| 7,773,428 | | |
| 2.3 | % |
GoReact | |
Education Software | |
First Lien Term Loan
(3M USD LIBOR+7.50%), 10.58% Cash, 1/17/2025 | |
1/17/2020 | |
$ | 8,000,000 | | |
| 7,932,329 | | |
| 7,832,000 | | |
| 2.3 | % |
Company(1) | |
Industry | |
Investment Interest
Rate/ Maturity | |
Original Acquisition
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
% of
Net Assets | |
GoReact (j) | |
Education Software | |
Delayed Draw Term Loan
(3M USD LIBOR+7.50%), 10.58% Cash, 1/17/2025 | |
1/18/2022 | |
$ | 2,000,000 | | |
| 2,000,000 | | |
| 1,947,500 | | |
| 0.6 | % |
Identity Automation Systems (d) | |
Education Software | |
First Lien Term Loan
(3M USD LIBOR+9.24%), 12.32% Cash, 5/8/2024 | |
8/25/2014 | |
$ | 16,722,500 | | |
| 16,722,500 | | |
| 16,449,923 | | |
| 4.9 | % |
Identity Automation Systems (h) | |
Education Software | |
Common Stock Class A-2 Units | |
8/25/2014 | |
| 232,616 | | |
| 232,616 | | |
| 320,090 | | |
| 0.1 | % |
Identity Automation Systems (h) | |
Education Software | |
Common Stock Class A-1 Units | |
3/6/2020 | |
| 43,715 | | |
| 171,571 | | |
| 208,993 | | |
| 0.1 | % |
Ready Education | |
Education Software | |
First Lien Term Loan (3M USD TERM SOFR+6.00%), 8.00% Cash, 8/5/2027 | |
8/5/2022 | |
$ | 27,000,000 | | |
| 26,731,232 | | |
| 26,730,000 | | |
| 7.9 | % |
| |
| |
Total Education Software | |
| |
| | | |
| 57,759,539 | | |
| 61,261,934 | | |
| 18.2 | % |
TG Pressure Washing Holdings, LLC (h) | |
Facilities Maintenance | |
Preferred Equity | |
8/12/2019 | |
| 488,148 | | |
| 488,148 | | |
| 617,415 | | |
| 0.2 | % |
| |
| |
Total Facilities Maintenance | |
| |
| | | |
| 488,148 | | |
| 617,415 | | |
| 0.2 | % |
Davisware, LLC | |
Field Service Management | |
First Lien Term Loan
(3M USD LIBOR+7.00%), 10.08% Cash, 7/31/2024 | |
9/6/2019 | |
$ | 6,000,000 | | |
| 5,963,845 | | |
| 5,923,200 | | |
| 1.8 | % |
Davisware, LLC (j) | |
Field Service Management | |
Delayed Draw Term Loan (3M USD LIBOR+7.00%), 10.08% Cash, 7/31/2024 | |
9/6/2019 | |
$ | 977,790 | | |
| 975,981 | | |
| 965,274 | | |
| 0.3 | % |
| |
| |
Total Field Service Management | |
| |
| | | |
| 6,939,826 | | |
| 6,888,474 | | |
| 2.1 | % |
GDS Software Holdings, LLC | |
Financial Services | |
First Lien Term Loan (3M USD LIBOR+7.00%), 10.08% Cash, 12/30/2026 | |
12/30/2021 | |
$ | 22,713,926 | | |
| 22,588,227 | | |
| 22,232,391 | | |
| 6.6 | % |
GDS Software Holdings, LLC (j) | |
Financial Services | |
Delayed Draw Term loan (3M USD LIBOR+7.00%), 10.08% Cash, 12/30/2026 | |
12/30/2021 | |
$ | 2,250,000 | | |
| 2,229,203 | | |
| 2,180,335 | | |
| 0.6 | % |
GDS Software Holdings, LLC (h) | |
Financial Services | |
Common Stock Class A Units | |
8/23/2018 | |
| 250,000 | | |
| 250,000 | | |
| 493,097 | | |
| 0.1 | % |
| |
| |
Total Financial Services | |
| |
| | | |
| 25,067,430 | | |
| 24,905,823 | | |
| 7.3 | % |
Ascend Software, LLC | |
Financial Services Software | |
First Lien Term Loan (3M USD LIBOR+7.50%), 10.58% Cash, 12/15/2026 | |
12/15/2021 | |
$ | 6,000,000 | | |
| 5,946,906 | | |
| 5,875,200 | | |
| 1.7 | % |
Ascend Software, LLC (j) | |
Financial Services Software | |
Delayed Draw Term Loan (3M USD LIBOR+7.50%), 10.58% Cash, 12/15/2026 | |
12/15/2021 | |
$ | 2,300,000 | | |
| 2,277,882 | | |
| 2,164,800 | | |
| 0.6 | % |
| |
| |
Total Financial Services Software | |
| |
| | | |
| 8,224,788 | | |
| 8,040,000 | | |
| 2.3 | % |
Ohio Medical, LLC (h) | |
Healthcare Products Manufacturing | |
Common Stock | |
1/15/2016 | |
| 5,000 | | |
| 380,353 | | |
| 584,570 | | |
| 0.2 | % |
| |
| |
Total Healthcare Products Manufacturing | |
| |
| | | |
| 380,353 | | |
| 584,570 | | |
| 0.2 | % |
Axiom Parent Holdings, LLC (h) | |
Healthcare Services | |
Common Stock Class A Units | |
6/19/2018 | |
$ | 400,000 | | |
| 400,000 | | |
| 1,168,701 | | |
| 0.3 | % |
ComForCare Health Care (d) | |
Healthcare Services | |
First Lien Term Loan (3M USD LIBOR+6.25%), 9.33% Cash, 1/31/2025 | |
1/31/2017 | |
$ | 25,000,000 | | |
| 24,913,338 | | |
| 25,000,000 | | |
| 7.4 | % |
| |
| |
Total Healthcare Services | |
| |
| | | |
| 25,313,338 | | |
| 26,168,701 | | |
| 7.7 | % |
TRC HemaTerra, LLC (h) | |
Healthcare Software | |
Class D Membership Interests | |
4/15/2019 | |
| 2,487 | | |
| 2,816,693 | | |
| 4,085,490 | | |
| 1.2 | % |
HemaTerra Holding Company, LLC (d) | |
Healthcare Software | |
First Lien Term Loan
(3M USD LIBOR+8.25%), 11.33% Cash, 1/31/2026 | |
4/15/2019 | |
$ | 35,820,000 | | |
| 35,558,270 | | |
| 35,447,472 | | |
| 10.5 | % |
HemaTerra Holding Company, LLC (d) | |
Healthcare Software | |
Delayed Draw Term Loan
(3M USD LIBOR+8.25%), 11.33% Cash, 1/31/2026 | |
4/15/2019 | |
$ | 13,930,000 | | |
| 13,851,039 | | |
| 13,785,128 | | |
| 4.1 | % |
Company(1) | |
Industry | |
Investment Interest
Rate/ Maturity | |
Original Acquisition
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
% of
Net Assets | |
Procurement Partners, LLC | |
Healthcare Software | |
First Lien Term Loan (3M USD LIBOR+5.50%), 8.58% Cash, 11/12/2025 | |
11/12/2020 | |
$ | 35,125,000 | | |
| 34,860,737 | | |
| 34,274,975 | | |
| 10.2 | % |
Procurement Partners, LLC | |
Healthcare Software | |
Delayed Draw Term Loan (3M USD LIBOR+5.50%), 8.58% Cash, 11/12/2025 | |
11/12/2020 | |
$ | 4,300,000 | | |
| 4,259,432 | | |
| 4,195,940 | | |
| 1.2 | % |
Procurement Partners Holdings LLC (h) | |
Healthcare Software | |
Class A Units | |
11/12/2020 | |
| 550,986 | | |
| 550,986 | | |
| 677,936 | | |
| 0.2 | % |
| |
| |
Total Healthcare Software | |
| |
| | | |
| 91,897,157 | | |
| 92,466,941 | | |
| 27.4 | % |
Roscoe Medical, Inc. (h) | |
Healthcare Supply | |
Common Stock | |
3/26/2014 | |
| 5,081 | | |
| 508,077 | | |
| - | | |
| 0.0 | % |
| |
| |
Total Healthcare Supply | |
| |
| | | |
| 508,077 | | |
| - | | |
| 0.0 | % |
Book4Time, Inc. (a), (d) | |
Hospitality/Hotel | |
First Lien Term Loan (3M USD LIBOR+7.50%), 10.58%, 12/22/2025 | |
12/22/2020 | |
$ | 3,136,517 | | |
| 3,114,306 | | |
| 3,136,517 | | |
| 0.9 | % |
Book4Time, Inc. (a) | |
Hospitality/Hotel | |
Delayed Draw Term Loan
(3M USD LIBOR+7.50%), 10.58%, 12/22/2025 | |
12/22/2020 | |
$ | 2,000,000 | | |
| 1,981,430 | | |
| 2,000,000 | | |
| 0.6 | % |
Book4Time, Inc. (a), (h), (i) | |
Hospitality/Hotel | |
Class A Preferred Shares | |
12/22/2020 | |
| 200,000 | | |
| 156,826 | | |
| 235,040 | | |
| 0.1 | % |
Knowland Group, LLC (h), (k) | |
Hospitality/Hotel | |
Second Lien Term Loan (3M USD LIBOR+8.00%), 12.08% Cash/1.00% PIK, 5/9/2024 | |
11/9/2018 | |
$ | 15,878,989 | | |
| 15,878,989 | | |
| 9,711,590 | | |
| 2.9 | % |
Sceptre Hospitality Resources, LLC | |
Hospitality/Hotel | |
First Lien Term Loan (3M USD LIBOR+8.00%), 11.08% Cash, 9/2/2026 | |
4/27/2020 | |
$ | 6,000,000 | | |
| 5,955,263 | | |
| 6,000,000 | | |
| 1.8 | % |
Sceptre Hospitality Resources, LLC (j) | |
Hospitality/Hotel | |
Delayed Draw Term Loan
(3M USD LIBOR+8.00%), 11.08% Cash, 9/2/2026 | |
9/2/2021 | |
$ | 750,000 | | |
| 742,967 | | |
| 750,000 | | |
| 0.2 | % |
| |
| |
Total Hospitality/Hotel | |
| |
| | | |
| 27,829,781 | | |
| 21,833,147 | | |
| 6.5 | % |
Granite Comfort, LP (d) | |
HVAC Services and Sales | |
First Lien Term Loan (3M USD LIBOR+7.00%), 10.08% Cash, 11/16/2025 | |
11/16/2020 | |
$ | 63,000,000 | | |
| 62,445,879 | | |
| 62,710,200 | | |
| 18.6 | % |
Granite Comfort, LP (d), (j) | |
HVAC Services and Sales | |
Delayed Draw Term Loan (3M USD LIBOR+7.00%), 10.08% Cash, 11/16/2025 | |
11/16/2020 | |
$ | 2,000,000 | | |
| 1,982,656 | | |
| 1,990,800 | | |
| 0.6 | % |
| |
| |
Total HVAC Services and Sales | |
| |
| | | |
| 64,428,535 | | |
| 64,701,000 | | |
| 19.2 | % |
Vector Controls Holding Co., LLC (d) | |
Industrial Products | |
First Lien Term Loan
(3M USD LIBOR+6.50%), 9.58% Cash, 3/6/2025 | |
3/6/2013 | |
$ | 4,186,686 | | |
| 4,186,686 | | |
| 4,186,686 | | |
| 1.2 | % |
Vector Controls Holding Co., LLC (h) | |
Industrial Products | |
Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 | |
5/31/2015 | |
| 343 | | |
| - | | |
| 4,076,544 | | |
| 1.2 | % |
| |
| |
Total Industrial Products | |
| |
| | | |
| 4,186,686 | | |
| 8,263,230 | | |
| 2.4 | % |
AgencyBloc, LLC | |
Insurance Software | |
First Lien Term Loan (3M USD BSBY+8.00%), 9.00% Cash, 10/1/2026 | |
10/1/2021 | |
$ | 12,272,727 | | |
| 12,176,256 | | |
| 12,189,272 | | |
| 3.6 | % |
Panther ParentCo LLC (h) | |
Insurance Software | |
Class A Units | |
10/1/2021 | |
| 2,225,000 | | |
| 2,225,000 | | |
| 2,718,154 | | |
| 0.8 | % |
| |
| |
Total Insurance Software | |
| |
| | | |
| 14,401,256 | | |
| 14,907,426 | | |
| 4.4 | % |
LogicMonitor, Inc. (d) | |
IT Services | |
First Lien Term Loan
(3M USD LIBOR+5.00), 8.08% Cash, 5/17/2023 | |
3/20/2020 | |
$ | 43,000,000 | | |
| 42,885,490 | | |
| 43,000,000 | | |
| 12.8 | % |
| |
| |
Total IT Services | |
| |
| | | |
| 42,885,490 | | |
| 43,000,000 | | |
| 12.8 | % |
ActiveProspect, Inc. (j) | |
Lead Management Software | |
First Lien Term Loan (3M USD LIBOR+6.00%), 9.08% Cash, 8/8/2027 | |
8/8/2022 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
ActiveProspect, Inc. | |
Lead Management Software | |
Delayed Draw Term Loan (3M USD LIBOR+6.00%), 9.08% Cash, 8/8/2027 | |
8/8/2022 | |
$ | 12,000,000 | | |
| 11,895,886 | | |
| 11,895,600 | | |
| 3.5 | % |
| |
| |
Total Lead Management Software | |
| |
| | | |
| 11,895,886 | | |
| 11,895,600 | | |
| 3.5 | % |
Company(1) | |
Industry | |
Investment Interest
Rate/ Maturity | |
Original Acquisition
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
% of
Net Assets | |
Centerbase, LLC | |
Legal Software | |
First Lien Term Loan (1M USD TERM SOFR+7.75%), 10.03% Cash, 1/18/2027 | |
1/18/2022 | |
$ | 21,354,480 | | |
| 21,141,001 | | |
| 20,929,526 | | |
| 6.2 | % |
| |
| |
Total Legal Software | |
| |
| | | |
| 21,141,001 | | |
| 20,929,526 | | |
| 6.2 | % |
Madison Logic, Inc. (d) | |
Marketing Orchestration Software | |
First Lien Term Loan (1M USD LIBOR+5.50%), 8.06% Cash, 11/22/2026 | |
12/10/2021 | |
$ | 28,771,084 | | |
| 28,654,535 | | |
| 28,543,793 | | |
| 8.5 | % |
Madison Logic, Inc. (j) | |
Marketing Orchestration Software | |
Revolving Credit Facility
(1M USD LIBOR+5.50%), 8.06% Cash, 11/22/2026 | |
12/10/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
| |
| |
Total Marketing Orchestration Software | |
| |
| | | |
| 28,654,535 | | |
| 28,543,793 | | |
| 8.5 | % |
inMotionNow, Inc. | |
Marketing Services | |
First Lien Term Loan (3M USD LIBOR+7.50), 10.58% Cash, 5/15/2024 | |
5/15/2019 | |
$ | 12,200,000 | | |
| 12,153,315 | | |
| 12,200,000 | | |
| 3.6 | % |
inMotionNow, Inc. (d) | |
Marketing Services | |
Delayed Draw Term Loan (3M USD LIBOR+7.50) 10.58% Cash, 5/15/2024 | |
5/15/2019 | |
$ | 5,000,000 | | |
| 4,979,105 | | |
| 5,000,000 | | |
| 1.5 | % |
| |
| |
Total Marketing Services | |
| |
| | | |
| 17,132,420 | | |
| 17,200,000 | | |
| 5.1 | % |
ARC Health OpCo LLC (d) | |
Mental Healthcare Services | |
First Lien Term Loan (3M USD TERM SOFR+8.50%), 10.50% Cash, 8/5/2027 | |
8/5/2022 | |
$ | 6,500,000 | | |
| 6,419,746 | | |
| 6,418,750 | | |
| 1.9 | % |
ARC Health OpCo LLC (d), (j) | |
Mental Healthcare Services | |
Delayed Draw Term Loan (3M USD TERM SOFR+8.50%), 10.50% Cash, 8/5/2027 | |
8/5/2022 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
ARC Health OpCo LLC (h) | |
Mental Healthcare Services | |
Class A Preferred Shares | |
8/5/2022 | |
| 1,851,852 | | |
| 2,000,000 | | |
| 2,000,000 | | |
| 0.6 | % |
| |
| |
Total Mental Healthcare Services | |
| |
| | | |
| 8,419,746 | | |
| 8,418,750 | | |
| 2.5 | % |
Chronus LLC | |
Mentoring Software | |
First Lien Term Loan (3M USD LIBOR+5.25),8.33% Cash, 8/26/2026 | |
8/26/2021 | |
$ | 15,000,000 | | |
| 14,875,946 | | |
| 14,617,500 | | |
| 4.3 | % |
Chronus LLC | |
Mentoring Software | |
First Lien Term Loan (3M USD LIBOR+6.00),9.08% Cash, 8/26/2026 | |
8/26/2021 | |
$ | 3,000,000 | | |
| 2,970,276 | | |
| 2,923,500 | | |
| 0.9 | % |
Chronus LLC (h) | |
Mentoring Software | |
Series A Preferred Stock | |
8/26/2021 | |
| 3,000 | | |
| 3,000,000 | | |
| 3,396,063 | | |
| 1.0 | % |
| |
| |
Total Mentoring Software | |
| |
| | | |
| 20,846,222 | | |
| 20,937,063 | | |
| 6.2 | % |
Omatic Software, LLC | |
Non-profit Services | |
First Lien Term Loan (3M USD LIBOR+8.00%), 12.08% Cash/1.00% PIK, 5/29/2023 | |
5/29/2018 | |
$ | 10,061,959 | | |
| 10,027,320 | | |
| 9,999,575 | | |
| 3.0 | % |
| |
| |
Total Non-profit Services | |
| |
| | | |
| 10,027,320 | | |
| 9,999,575 | | |
| 3.0 | % |
Emily Street Enterprises, L.L.C. | |
Office Supplies | |
Senior Secured Note (3M USD LIBOR+8.50%), 11.58% Cash, 12/31/2023 | |
12/28/2012 | |
$ | 3,300,000 | | |
| 3,300,000 | | |
| 3,237,960 | | |
| 1.0 | % |
Emily Street Enterprises, L.L.C. (h) | |
Office Supplies | |
Warrant Membership Interests Expires 12/28/2022 | |
12/28/2012 | |
| 49,318 | | |
| 400,000 | | |
| 390,161 | | |
| 0.1 | % |
| |
| |
Total Office Supplies | |
| |
| | | |
| 3,700,000 | | |
| 3,628,121 | | |
| 1.1 | % |
Apex Holdings Software Technologies, LLC | |
Payroll Services | |
First Lien Term Loan (3M USD LIBOR+8.00%), 11.08% Cash, 9/21/2024 | |
9/21/2016 | |
$ | 15,500,000 | | |
| 15,493,083 | | |
| 15,422,500 | | |
| 4.6 | % |
| |
| |
Total Payroll Services | |
| |
| | | |
| 15,493,083 | | |
| 15,422,500 | | |
| 4.6 | % |
Buildout, Inc. | |
Real Estate Services | |
First Lien Term Loan (3M USD LIBOR+7.00%), 10.08% Cash, 7/9/2025 | |
7/9/2020 | |
$ | 14,000,000 | | |
| 13,908,526 | | |
| 13,827,800 | | |
| 4.1 | % |
Buildout, Inc. | |
Real Estate Services | |
Delayed Draw Term Loan (3M USD LIBOR+7.00%), 10.08% Cash, 7/9/2025 | |
2/12/2021 | |
$ | 38,500,000 | | |
| 38,207,942 | | |
| 38,026,450 | | |
| 11.3 | % |
Buildout, Inc. (h), (i) | |
Real Estate Services | |
Limited Partner Interests | |
7/9/2020 | |
| 1,160 | | |
| 1,205,308 | | |
| 1,250,659 | | |
| 0.4 | % |
| |
| |
Total Real Estate Services | |
| |
| | | |
| 53,321,776 | | |
| 53,104,909 | | |
| 15.8 | % |
Company(1) | |
Industry | |
Investment Interest
Rate/ Maturity | |
Original Acquisition
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
% of
Net Assets | |
Archimeds Parent LLC (h) | |
Research Software | |
Class A Common Units | |
6/27/2022 | |
| 1,000,000 | | |
| 1,000,000 | | |
| 1,000,000 | | |
| 0.3 | % |
Wellspring Worldwide Inc. | |
Research Software | |
First Lien Term Loan
(3M USD BSBY+7.25%), 8.25% Cash, 6/27/2027 | |
6/27/2022 | |
$ | 9,600,000 | | |
| 9,495,082 | | |
| 9,493,440 | | |
| 2.8 | % |
| |
| |
Total Research Software | |
| |
| | | |
| 10,495,082 | | |
| 10,493,440 | | |
| 0 | |
LFR Chicken LLC | |
Restaurant | |
First Lien Term Loan (1M USD LIBOR+7.00%), 9.56% Cash, 11/19/2026 | |
11/19/2021 | |
$ | 12,000,000 | | |
| 11,896,714 | | |
| 11,854,800 | | |
| 3.5 | % |
LFR Chicken LLC (j) | |
Restaurant | |
Delayed Draw Term Loan (1M USD LIBOR+7.00%), 9.56% Cash, 11/19/2026 | |
11/19/2021 | |
$ | 9,000,000 | | |
| 8,917,647 | | |
| 8,891,100 | | |
| 2.6 | % |
LFR Chicken LLC (h) | |
Restaurant | |
Series B Preferred Units | |
11/19/2021 | |
| 497,183 | | |
| 1,000,000 | | |
| 1,293,887 | | |
| 0.4 | % |
TMAC Acquisition Co., LLC | |
Restaurant | |
Unsecured Term Loan 8.00% PIK, 9/01/2023 | |
3/1/2018 | |
$ | 2,979,312 | | |
| 2,979,312 | | |
| 2,768,516 | | |
| 0.8 | % |
| |
| |
Total Restaurant | |
| |
| | | |
| 24,793,673 | | |
| 24,808,303 | | |
| 7.3 | % |
Pepper Palace, Inc. (d) | |
Specialty Food Retailer | |
First Lien Term Loan (3M USD LIBOR+6.25%), 9.33% Cash, 6/30/2026 | |
6/30/2021 | |
$ | 33,660,000 | | |
| 33,382,690 | | |
| 26,991,954 | | |
| 8.0 | % |
Pepper Palace, Inc. (j) | |
Specialty Food Retailer | |
Delayed Draw Term Loan (3M USD LIBOR+6.25%), 9.33% Cash, 6/30/2026 | |
6/30/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
Pepper Palace, Inc. (j) | |
Specialty Food Retailer | |
Revolving Credit Facility
(3M USD LIBOR+6.25%), 9.33% Cash, 6/30/2026 | |
6/30/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
Pepper Palace, Inc. (h) | |
Specialty Food Retailer | |
Membership Interest | |
6/30/2021 | |
| 1,000,000 | | |
| 1,000,000 | | |
| - | | |
| 0.0 | % |
| |
| |
Total Specialty Food Retailer | |
| |
| | | |
| 34,382,690 | | |
| 26,991,954 | | |
| 8.0 | % |
ArbiterSports, LLC (d) | |
Sports Management | |
First Lien Term Loan (3M USD LIBOR+6.50%), 9.58% Cash, 2/21/2025 | |
2/21/2020 | |
$ | 26,000,000 | | |
| 25,872,154 | | |
| 25,565,800 | | |
| 7.6 | % |
ArbiterSports, LLC (d) | |
Sports Management | |
Delayed Draw Term Loan
(3M USD LIBOR+6.50%), 9.58% Cash, 2/21/2025 | |
2/21/2020 | |
$ | 1,000,000 | | |
| 1,000,000 | | |
| 983,300 | | |
| 0.3 | % |
| |
| |
Total Sports Management | |
| |
| | | |
| 26,872,154 | | |
| 26,549,100 | | |
| 7.9 | % |
Avionte Holdings, LLC (h) | |
Staffing Services | |
Class A Units | |
1/8/2014 | |
| 100,000 | | |
| 100,000 | | |
| 2,061,008 | | |
| 0.6 | % |
| |
| |
Total Staffing Services | |
| |
| | | |
| 100,000 | | |
| 2,061,008 | | |
| 0.6 | % |
JDXpert | |
Talent Acquisition Software | |
First Lien Term Loan
(3M USD LIBOR+8.50%), 11.58% Cash, 5/2/2027 | |
5/2/2022 | |
$ | 6,000,000 | | |
| 5,941,228 | | |
| 5,940,000 | | |
| | |
JDXpert (j) | |
Talent Acquisition Software | |
Delayed Draw Term Loan (3M USD LIBOR+8.50%), 11.58% Cash, 5/2/2027 | |
5/2/2022 | |
$ | - | | |
| - | | |
| - | | |
| | |
Jobvite, Inc. (d) | |
Talent Acquisition Software | |
First Lien Term Loan (3M USD TERM SOFR+8.00%), 9.68% Cash, 8/5/2028 | |
8/5/2022 | |
$ | 20,000,000 | | |
| 19,852,534 | | |
| 20,000,000 | | |
| 5.9 | % |
| |
| |
Total Talent Acquisition Software | |
| |
| | | |
| 25,793,762 | | |
| 25,940,000 | | |
| 5.9 | % |
National Waste Partners (d) | |
Waste Services | |
Second Lien Term Loan 10.00% Cash, 11/13/2022 | |
2/13/2017 | |
$ | 9,000,000 | | |
| 9,000,000 | | |
| 9,000,000 | | |
| 2.7 | % |
| |
| |
Total Waste Services | |
| |
| | | |
| 9,000,000 | | |
| 9,000,000 | | |
| 2.7 | % |
Sub Total Non-control/Non-affiliate
investments | |
| |
| |
| |
| | | |
| 776,527,328 | | |
| 775,408,041 | | |
| 228.1 | % |
Company(1) | |
Industry | |
Investment Interest
Rate/ Maturity | |
Original Acquisition
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
% of
Net Assets | |
Affiliate investments - 20.9% (b) | |
| |
| |
| |
| | |
| | |
| | |
| |
Artemis Wax Corp. (d), (f) | |
Consumer Services | |
Delayed Draw Term Loan (1M USD LIBOR+9.00%), 11.56% Cash, 5/20/2026 | |
5/20/2021 | |
$ | 30,000,000 | | |
| 29,748,215 | | |
| 29,925,000 | | |
| 8.9 | % |
Artemis Wax Corp. (f), (j) | |
Consumer Services | |
Delayed Draw Term Loan
(1M USD LIBOR+6.50%), 9.06% Cash, 5/20/2026 | |
5/19/2022 | |
$ | 18,000,000 | | |
| 17,822,955 | | |
| 17,955,000 | | |
| 5.3 | % |
Artemis Wax Corp. (f), (h) | |
Consumer Services | |
Series B-1 Preferred Stock | |
5/20/2021 | |
| 934,463 | | |
| 1,500,000 | | |
| 4,825,352 | | |
| 1.4 | % |
Artemis Wax Corp. (f), (h) | |
Consumer Services | |
Series C Preferred Stock | |
5/20/2021 | |
| 5,951 | | |
| 5,951,492 | | |
| 5,951,488 | | |
| 1.8 | % |
| |
| |
Total Consumer Services | |
| |
| | | |
| 55,022,662 | | |
| 58,656,840 | | |
| 17.4 | % |
ETU Holdings, Inc. (f) | |
Corporate Education Software | |
First Lien Term Loan (3M USD LIBOR+9.00%), 12.08% Cash, 8/18/2027 | |
8/18/2022 | |
$ | 7,000,000 | | |
| 6,930,251 | | |
| 6,930,000 | | |
| 2.1 | % |
ETU Holdings, Inc. (f) | |
Corporate Education Software | |
Second Lien Term Loan 15.00% PIK, 2/18/2028 | |
8/18/2022 | |
$ | 5,000,000 | | |
| 4,950,012 | | |
| 4,950,000 | | |
| 1.5 | % |
ETU Holdings, Inc. (f),(h) | |
Corporate Education Software | |
Series A-1 Preferred Stock | |
8/18/2022 | |
| 3,000,000 | | |
| 3,000,000 | | |
| 3,000,000 | | |
| 0.9 | % |
| |
| |
Total Corporate Education Software | |
| |
| | | |
| 14,880,263 | | |
| 14,880,000 | | |
| 4.5 | % |
Axero Holdings, LLC (f) | |
Employee Collaboration Software | |
First Lien Term Loan
(3M USD LIBOR+10.00%), 13.08% Cash, 6/30/2026 | |
6/30/2021 | |
$ | 5,500,000 | | |
| 5,453,695 | | |
| 5,508,800 | | |
| 1.6 | % |
Axero Holdings, LLC (f) | |
Employee Collaboration Software | |
Delayed Draw Term Loan
(3M USD LIBOR+10.00%), 13.08% Cash, 6/30/2026 | |
6/30/2021 | |
$ | 1,100,000 | | |
| 1,089,347 | | |
| 1,101,760 | | |
| 0.3 | % |
Axero Holdings, LLC (f), (j) | |
Employee Collaboration Software | |
Revolving Credit Facility (3M USD LIBOR+10.00%), 13.08% Cash, 6/30/2026 | |
2/3/2022 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
Axero Holdings, LLC (f), (h) | |
Employee Collaboration Software | |
Series A Preferred Units | |
6/30/2021 | |
| 2,000,000 | | |
| 2,000,000 | | |
| 2,350,000 | | |
| 0.7 | % |
Axero Holdings, LLC (f), (h) | |
Employee Collaboration Software | |
Series B Preferred Units | |
6/30/2021 | |
| 2,000,000 | | |
| 2,000,000 | | |
| 3,125,804 | | |
| 0.9 | % |
| |
| |
Total Employee Collaboration Software | |
| |
| | | |
| 10,543,042 | | |
| 12,086,364 | | |
| 3.5 | % |
Sub Total Affiliate investments | |
| |
| |
| |
| | | |
| 80,445,967 | | |
| 85,623,204 | | |
| 20.9 | % |
Control investments - 27.7% (b) | |
| |
| |
| |
| | | |
| | | |
| | | |
| | |
Netreo Holdings, LLC (g) | |
IT Services | |
First Lien Term Loan (3M USD LIBOR +6.50%), 11.08% Cash/1.50% PIK 12/31/2025 | |
7/3/2018 | |
$ | 5,487,916 | | |
| 5,466,713 | | |
| 5,434,135 | | |
| 1.6 | % |
Netreo Holdings, LLC (d), (g) | |
IT Services | |
Delayed Draw Term Loan
(3M USD LIBOR +6.50%), 11.08% Cash/1.50% PIK, 12/31/2025 | |
5/26/2020 | |
$ | 17,582,671 | | |
| 17,518,802 | | |
| 17,410,361 | | |
| 5.2 | % |
Netreo Holdings, LLC (g), (h) | |
IT Services | |
Common Stock Class A Unit | |
7/3/2018 | |
| 4,600,677 | | |
| 8,344,500 | | |
| 17,661,450 | | |
| 5.2 | % |
| |
| |
Total IT Services | |
| |
| | | |
| 31,330,015 | | |
| 40,505,946 | | |
| 12.0 | % |
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g) | |
Structured Finance Securities | |
Other/Structured Finance Securities 5.50%, 4/20/2033 | |
1/22/2008 | |
$ | 111,000,000 | | |
| 30,113,859 | | |
| 23,397,375 | | |
| 6.9 | % |
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g) | |
Structured Finance Securities | |
Other/Structured Finance Securities (3M USD LIBOR+10.00%), 13.08%, 4/20/2033 | |
8/9/2021 | |
$ | 9,375,000 | | |
| 9,375,000 | | |
| 8,929,954 | | |
| 2.6 | % |
| |
| |
Total Structured Finance Securities | |
| |
| | | |
| 39,488,859 | | |
| 32,327,329 | | |
| 9.5 | % |
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j) | |
Investment Fund | |
Unsecured Loan 10.00%, 6/15/2023 | |
2/17/2022 | |
$ | 14,072,188 | | |
| 14,072,188 | | |
| 14,072,188 | | |
| 4.2 | % |
Saratoga Senior Loan Fund I JV, LLC (a), (g) | |
Investment Fund | |
Membership Interest | |
2/17/2022 | |
| 14,072,188 | | |
| 14,072,188 | | |
| 6,726,960 | | |
| 2.0 | % |
| |
| |
Total Investment Fund | |
| |
| | | |
| 28,144,376 | | |
| 20,799,148 | | |
| 6.2 | % |
Sub Total Control investments | |
| |
| |
| |
| | | |
| 98,963,250 | | |
| 93,632,423 | | |
| 27.7 | % |
TOTAL INVESTMENTS - 276.7% (b) | |
| |
| |
| |
| | | |
$ | 955,936,545 | | |
$ | 954,663,668 | | |
| 276.7 | % |
| |
Number of Shares | | |
Cost | | |
Fair Value | | |
% of Net Assets | |
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 3.8% (b) | |
| | |
| | |
| | |
| |
U.S. Bank Money Market (l) | |
| 12,647,391 | | |
$ | 12,647,391 | | |
$ | 12,647,391 | | |
| 3.8 | % |
Total cash and cash equivalents and cash and cash equivalents, reserve accounts | |
| 12,647,391 | | |
$ | 12,647,391 | | |
$ | 12,647,391 | | |
| 3.8 | % |
(1) | Securities
are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities. |
(a) | Represents
an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940
Act”). As of August 31, 2022, non-qualifying assets represent 7.4% of the Company’s portfolio at fair value. As a BDC, the Company
generally has to invest at least 70% of its total assets in qualifying assets. |
(b) | Percentages
are based on net assets of $337,213,275 as of August 31, 2022. |
(c) | Because
there is no readily available market value for these investments, the fair values of these investments were determined using significant
unobservable inputs and approved in good faith by our board of directors. These investments have been included as Level 3
in the Fair Value Hierarchy (see Note 3 to the consolidated financial statements). |
(d) | These
securities are either fully or partially pledged as collateral under a senior secured revolving credit facility (see Note 8 to the consolidated
financial statements). |
(e) | This
investment does not have a stated interest rate that is payable thereon. As a result, the 5.50% interest rate in the table above represents
the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated
by the investment. |
(f) | As
defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting
securities. Transactions during the six months ended August 31, 2022 in which the issuer was an affiliate are as follows: |
Company | |
Purchases | | |
Sales | | |
Total Interest from Investments | | |
Management Fee Income | | |
Net Realized Gain (Loss) from Investments | | |
Net Change in Unrealized Appreciation (Depreciation) | |
Artemis Wax Corp. | |
$ | 17,940,000 | | |
$ | - | | |
$ | 1,962,230 | | |
$ | - | | |
$ | - | | |
$ | 2,173,891 | |
Axero Holdings, LLC | |
| 1,089,000 | | |
| - | | |
| 377,596 | | |
| - | | |
| - | | |
| 994,412 | |
ETU Holdins, Inc. | |
| 14,880,000 | | |
| - | | |
| 61,989 | | |
| - | | |
| - | | |
| (263 | ) |
Total | |
$ | 33,909,000 | | |
$ | - | | |
$ | 2,401,815 | | |
$ | - | | |
$ | - | | |
$ | 3,168,040 | |
(g) | As
defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding
voting securities. Transactions during the six months ended August 31, 2022 in which the issuer was both an affiliate and a portfolio
company that we control are as follows: |
Company | |
Purchases | | |
Sales | | |
Total Interest from Investments | | |
Management Fee Income | | |
Net Realized Gain (Loss) from Investments | | |
Net Change in Unrealized Appreciation (Depreciation) | |
Netreo Holdings, LLC | |
$ | 3,960,000 | | |
$ | - | | |
$ | 1,001,323 | | |
$ | - | | |
$ | - | | |
$ | (1,467,584 | ) |
Saratoga Investment Corp. CLO 2013-1, Ltd. | |
| - | | |
| - | | |
| 1,003,544 | | |
| 1,632,988 | | |
| - | | |
| (3,098,264 | ) |
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note | |
| - | | |
| - | | |
| 538,003 | | |
| - | | |
| - | | |
| (445,046 | ) |
Saratoga Senior Loan Fund I JV, LLC | |
| 947,188 | | |
| - | | |
| 674,367 | | |
| - | | |
| - | | |
| - | |
Saratoga Senior Loan Fund I JV, LLC | |
| 947,188 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (6,236,292 | ) |
Total | |
$ | 5,854,376 | | |
$ | - | | |
$ | 3,217,237 | | |
$ | 1,632,988 | | |
$ | - | | |
$ | (11,247,186 | ) |
(h) | Non-income producing at August 31, 2022. |
(i) | Includes securities issued by an affiliate of the company. |
(j) | All or a portion of this investment has an unfunded commitment
as of August 31, 2022. (See Note 9 to the consolidated financial statements). |
(k) | As of August 31, 2022, the investment was on non-accrual
status. The fair value of these investments was approximately $9.7 million, which represented 1.0% of the Company’s portfolio (see Note
2 to the consolidated financial statements). |
(l) | Included within cash and cash equivalents and cash and cash
equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of August 31, 2022. |
BSBY
- Bloomberg Short-Term Bank Yield
LIBOR - London Interbank Offered Rate
SOFR
- Secured Overnight Financing Rate
3M USD BSBY - The 3 month USD BSBY rate as of
August 31, 2022 was 2.97%.
1M USD LIBOR - The 1 month USD LIBOR rate as of
August 31, 2022 was 2.56%.
3M USD LIBOR - The 3 month USD LIBOR rate as of
August 31, 2022 was 3.08%.
1M USD TERM SOFR - The 1 month USD SOFR rate as
of August 31, 2022 was 2.28%
3M USD TERM SOFR - The 3 month USD SOFR rate as
of August 31, 2022 was 1.68%
PIK - Payment-in-Kind (see Note 2 to the consolidated
financial statements).
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2022
Company(1) | |
Industry | |
Investment
Interest Rate/Maturity | |
Original
Acquisition Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
%
of Net Assets | |
Non-control/Non-affiliate investments - 187.4% (b) | |
| |
| | |
| | |
| | |
| |
Targus Holdings,
Inc. (h) | |
Consumer Products | |
Common Stock | |
12/31/2009 | |
| 210,456 | | |
$ | 1,589,630 | | |
$ | 692,535 | | |
| 0.2 | % |
| |
| |
Total Consumer
Products | |
| |
| | | |
| 1,589,630 | | |
| 692,535 | | |
| 0.2 | % |
Schoox, Inc. (h), (i) | |
Corporate Education Software | |
Series 1 Membership Interest | |
12/8/2020 | |
| 1,050 | | |
| 475,698 | | |
| 3,305,839 | | |
| 0.9 | % |
| |
| |
Total Corporate
Education Software | |
| |
| | | |
| 475,698 | | |
| 3,305,839 | | |
| 0.9 | % |
GreyHeller LLC (h) | |
Cyber Security | |
Common Stock | |
11/10/2021 | |
| 6,742,392 | | |
| 1,635,704 | | |
| 1,635,704 | | |
| 0.5 | % |
| |
| |
Total Cyber Security | |
| |
| | | |
| 1,635,704 | | |
| 1,635,704 | | |
| 0.5 | % |
New England Dental Partners | |
Dental Practice Management | |
First Lien Term Loan (3M USD LIBOR+8.00%), 8.50% Cash, 11/25/2025 | |
11/25/2020 | |
$ | 6,555,000 | | |
| 6,502,672 | | |
| 6,404,891 | | |
| 1.8 | % |
New England Dental Partners (j) | |
Dental Practice Management | |
Delayed Draw Term Loan (3M USD LIBOR+8.00%), 8.50% Cash, 11/25/2025 | |
11/25/2020 | |
$ | 2,150,000 | | |
| 2,132,639 | | |
| 1,997,715 | | |
| 0.6 | % |
| |
| |
Total Dental Practice Management | |
| |
| | | |
| 8,635,311 | | |
| 8,402,606 | | |
| 2.4 | % |
PDDS Buyer, LLC (d) | |
Dental Practice Management Software | |
First Lien Term Loan (3M USD LIBOR+5.50%), 6.00% Cash, 7/15/2024 | |
7/15/2019 | |
$ | 28,000,000 | | |
| 27,943,852 | | |
| 27,938,400 | | |
| 7.9 | % |
PDDS Buyer, LLC (h) | |
Dental Practice Management
Software | |
Series A-1 Preferred Shares | |
8/10/2020 | |
| 1,755,831 | | |
| 2,000,000 | | |
| 7,099,940 | | |
| 2.0 | % |
| |
| |
Total Dental Practice
Management Software | |
| |
| | | |
| 29,943,852 | | |
| 35,038,340 | | |
| 9.9 | % |
C2 Educational Systems | |
Education Services | |
First Lien Term Loan (3M USD LIBOR+8.50%), 10.00% Cash, 5/31/2023 | |
5/31/2017 | |
$ | 18,500,000 | | |
| 18,484,747 | | |
| 18,220,650 | | |
| 5.1 | % |
C2 Education Systems, Inc. (h) | |
Education Services | |
Series A-1 Preferred Stock | |
5/18/2021 | |
| 3,127 | | |
| 499,904 | | |
| 599,296 | | |
| 0.2 | % |
Zollege PBC | |
Education Services | |
First Lien Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 5/11/2026 | |
5/11/2021 | |
$ | 16,000,000 | | |
| 15,877,908 | | |
| 15,794,300 | | |
| 4.4 | % |
Zollege PBC (j) | |
Education Services | |
Delayed Draw Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 5/11/2026 | |
5/11/2021 | |
$ | 500,000 | | |
| 495,811 | | |
| 493,950 | | |
| 0.1 | % |
Zollege PBC (h) | |
Education Services | |
Class A Units | |
5/11/2021 | |
| 250,000 | | |
| 250,000 | | |
| 201,218 | | |
| 0.1 | % |
| |
| |
Total Education
Services | |
| |
| | | |
| 35,608,370 | | |
| 35,309,414 | | |
| 9.9 | % |
Destiny Solutions Inc. (h), (i) | |
Education Software | |
Limited Partner Interests | |
5/16/2018 | |
| 3,065 | | |
| 3,969,291 | | |
| 7,632,061 | | |
| 2.1 | % |
Identity Automation Systems (d) | |
Education Software | |
First Lien Term Loan (3M USD LIBOR+9.24%), 10.99% Cash, 5/8/2024 | |
8/25/2014 | |
$ | 16,941,250 | | |
| 16,941,250 | | |
| 16,941,250 | | |
| 4.8 | % |
Identity Automation Systems (h) | |
Education Software | |
Common Stock Class A-2 Units | |
8/25/2014 | |
| 232,616 | | |
| 232,616 | | |
| 801,923 | | |
| 0.2 | % |
Identity Automation Systems (h) | |
Education Software | |
Common Stock Class A-1 Units | |
3/6/2020 | |
| 43,715 | | |
| 171,571 | | |
| 200,820 | | |
| 0.1 | % |
GoReact | |
Education Software | |
First Lien Term Loan (3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025 | |
1/17/2020 | |
$ | 8,000,000 | | |
| 7,920,033 | | |
| 8,080,000 | | |
| 2.3 | % |
GoReact (j) | |
Education Software | |
Delayed Draw Term Loan (3M USD LIBOR+7.50%), 9.50% Cash, 1/17/2025 | |
1/18/2022 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
| |
| |
Total Education Software | |
| |
| | | |
| 29,234,761 | | |
| 33,656,054 | | |
| 9.5 | % |
TG Pressure Washing Holdings,
LLC (h) | |
Facilities Maintenance | |
Preferred Equity | |
8/12/2019 | |
| 488,148 | | |
| 488,148 | | |
| 482,036 | | |
| 0.1 | % |
| |
| |
Total Facilities Maintenance | |
| |
| | | |
| 488,148 | | |
| 482,036 | | |
| 0.1 | % |
Davisware, LLC | |
Field Service Management | |
First Lien Term Loan (3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024 | |
9/6/2019 | |
$ | 6,000,000 | | |
| 5,954,705 | | |
| 6,003,000 | | |
| 1.7 | % |
Davisware, LLC (j) | |
Field Service Management | |
Delayed Draw Term Loan (3M USD LIBOR+7.00%), 9.00% Cash, 7/31/2024 | |
9/6/2019 | |
$ | 977,790 | | |
| 975,504 | | |
| 978,279 | | |
| 0.3 | % |
| |
| |
Total Field Service
Management | |
| |
| | | |
| 6,930,209 | | |
| 6,981,279 | | |
| 2.0 | % |
GDS Software Holdings, LLC | |
Financial Services | |
First Lien Term Loan (3M USD LIBOR+7.00%), 8.00% Cash, 12/30/2026 | |
12/30/2021 | |
$ | 22,713,926 | | |
| 22,579,864 | | |
| 22,570,829 | | |
| 6.3 | % |
GDS Software Holdings, LLC (j) | |
Financial Services | |
Delayed Draw Term loan (3M USD LIBOR+7.00%), 8.00% Cash, 12/30/2026 | |
12/18/2021 | |
$ | 500,000 | | |
| 495,031 | | |
| 496,850 | | |
| 0.1 | % |
GDS Software Holdings, LLC
(h) | |
Financial Services | |
Common Stock Class A Units | |
8/23/2018 | |
| 250,000 | | |
| 250,000 | | |
| 472,009 | | |
| 0.1 | % |
| |
| |
Total Financial
Services | |
| |
| | | |
| 23,324,895 | | |
| 23,539,688 | | |
| 6.5 | % |
Company(1) | |
Industry | |
Investment
Interest Rate/Maturity | |
Original
Acquisition Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
%
of Net Assets | |
Ascend Software, LLC | |
Financial Services Software | |
First Lien Term Loan (3M USD LIBOR+7.50%), 8.50% Cash, 12/15/2026 | |
12/15/2021 | |
$ | 6,000,000 | | |
| 5,942,482 | | |
| 5,940,000 | | |
| 1.7 | % |
Ascend Software, LLC (j) | |
Financial Services Software | |
Delayed Draw Term Loan (3M USD LIBOR+7.50%), 8.50% Cash, 12/15/2026 | |
12/15/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
| |
| |
Total Financial Services Software | |
| |
| | | |
| 5,942,482 | | |
| 5,940,000 | | |
| 1.7 | % |
Ohio Medical, LLC (h) | |
Healthcare Products Manufacturing | |
Common Stock | |
1/15/2016 | |
| 5,000 | | |
| 380,353 | | |
| 714,271 | | |
| 0.2 | % |
| |
| |
Total Healthcare Products
Manufacturing | |
| |
| | | |
| 380,353 | | |
| 714,271 | | |
| 0.2 | % |
Axiom Parent Holdings, LLC (h) | |
Healthcare Services | |
Common Stock Class A Units | |
6/19/2018 | |
| 400,000 | | |
| 400,000 | | |
| 1,032,934 | | |
| 0.3 | % |
Axiom Purchaser, Inc. (d) | |
Healthcare Services | |
First Lien Term Loan (3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023 | |
6/19/2018 | |
$ | 10,000,000 | | |
| 9,974,217 | | |
| 10,013,000 | | |
| 2.8 | % |
Axiom Purchaser, Inc. (d) | |
Healthcare Services | |
Delayed Draw Term Loan (3M USD LIBOR+6.00%), 7.75% Cash, 6/19/2023 | |
6/19/2018 | |
$ | 6,000,000 | | |
| 5,977,846 | | |
| 6,007,800 | | |
| 1.7 | % |
ComForCare Health Care (d) | |
Healthcare Services | |
First Lien Term Loan (3M USD LIBOR+7.25%), 8.25% Cash, 1/31/2025 | |
1/31/2017 | |
$ | 25,000,000 | | |
| 24,903,581 | | |
| 25,000,000 | | |
| 7.0 | % |
| |
| |
Total Healthcare
Services | |
| |
| | | |
| 41,255,644 | | |
| 42,053,734 | | |
| 11.8 | % |
TRC HemaTerra, LLC (h) | |
Healthcare Software | |
Class D Membership Interests | |
4/15/2019 | |
| 2,487 | | |
| 2,816,693 | | |
| 3,788,769 | | |
| 1.1 | % |
HemaTerra Holding Company, LLC (d) | |
Healthcare Software | |
First Lien Term Loan (3M USD LIBOR+8.25%), 9.25% Cash, 1/31/2026 | |
4/15/2019 | |
$ | 36,000,000 | | |
| 35,715,061 | | |
| 35,640,000 | | |
| 10.0 | % |
HemaTerra Holding Company, LLC (d) | |
Healthcare Software | |
Delayed Draw Term Loan (3M USD LIBOR+8.25%), 9.25% Cash, 1/31/2026 | |
4/15/2019 | |
$ | 14,000,000 | | |
| 13,912,744 | | |
| 13,860,000 | | |
| 3.9 | % |
Procurement Partners, LLC | |
Healthcare Software | |
First Lien Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 11/12/2025 | |
11/12/2020 | |
$ | 35,125,000 | | |
| 34,827,633 | | |
| 34,998,550 | | |
| 9.8 | % |
Procurement Partners, LLC (j) | |
Healthcare Software | |
Delayed Draw Term Loan (3M USD LIBOR+5.50%), 6.50% Cash, 11/12/2025 | |
11/12/2020 | |
$ | 1,200,000 | | |
| 1,188,047 | | |
| 1,195,680 | | |
| 0.3 | % |
Procurement Partners Holdings
LLC (h) | |
Healthcare Software | |
Class A Units | |
11/12/2020 | |
| 550,986 | | |
| 550,986 | | |
| 643,044 | | |
| 0.2 | % |
| |
| |
Total Healthcare Software | |
| |
| | | |
| 89,011,164 | | |
| 90,126,043 | | |
| 25.3 | % |
Roscoe Medical, Inc. (h) | |
Healthcare Supply | |
Common Stock | |
3/26/2014 | |
| 5,081 | | |
| 508,077 | | |
| 52,853 | | |
| 0.0 | % |
Roscoe Medical, Inc. | |
Healthcare Supply | |
Second Lien Term Loan 11.25% Cash, 3/31/2022 | |
3/26/2014 | |
$ | 5,141,413 | | |
| 5,141,413 | | |
| 5,141,413 | | |
| 1.4 | % |
| |
| |
Total Healthcare
Supply | |
| |
| | | |
| 5,649,490 | | |
| 5,194,266 | | |
| 1.4 | % |
Book4Time, Inc. (a), (d) | |
Hospitality/Hotel | |
First Lien Term Loan (3M USD LIBOR+8.50%), 10.25%, 12/22/2025 | |
12/22/2020 | |
$ | 3,136,517 | | |
| 3,111,278 | | |
| 3,112,052 | | |
| 0.9 | % |
Book4Time, Inc. (a), (j) | |
Hospitality/Hotel | |
Delayed Draw Term Loan (3M USD LIBOR+8.50%), 10.25%, 12/22/2025 | |
12/22/2020 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
Book4Time, Inc. (a), (h), (i) | |
Hospitality/Hotel | |
Class A Preferred Shares | |
12/22/2020 | |
$ | 200,000 | | |
| 156,826 | | |
| 198,638 | | |
| 0.1 | % |
Knowland Group, LLC | |
Hospitality/Hotel | |
Second Lien Term Loan (3M USD LIBOR+8.00%), 10.00% Cash/1.00% PIK, 5/9/2024 | |
11/9/2018 | |
$ | 15,878,989 | | |
| 15,878,989 | | |
| 10,592,873 | | |
| 3.0 | % |
Sceptre Hospitality Resources, LLC | |
Hospitality/Hotel | |
First Lien Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 9/2/2026 | |
4/27/2020 | |
$ | 6,000,000 | | |
| 5,952,460 | | |
| 6,021,000 | | |
| 1.7 | % |
Sceptre Hospitality Resources, LLC (j) | |
Hospitality/Hotel | |
Delayed Draw Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 9/2/2026 | |
9/2/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
| |
| |
Total Hospitality/Hotel | |
| |
| | | |
| 25,099,553 | | |
| 19,924,563 | | |
| 5.7 | % |
Granite Comfort, LP | |
HVAC Services and Sales | |
First Lien Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 11/16/2025 | |
11/16/2020 | |
$ | 28,000,000 | | |
| 27,764,146 | | |
| 27,977,600 | | |
| 7.9 | % |
Granite Comfort, LP(j) | |
HVAC Services and Sales | |
Delayed Draw Term Loan (1M USD LIBOR+8.00%), 9.00% Cash, 11/16/2025 | |
11/16/2020 | |
$ | 2,000,000 | | |
| 1,980,805 | | |
| 1,998,400 | | |
| 0.6 | % |
| |
| |
Total HVAC Services
and Sales | |
| |
| | | |
| 29,744,951 | | |
| 29,976,000 | | |
| 8.5 | % |
AgencyBloc, LLC | |
Insurance Software | |
First Lien Term Loan (3M USD BSBY+8.00%), 9.00% Cash, 10/1/2026 | |
10/1/2021 | |
$ | 9,000,000 | | |
| 8,925,938 | | |
| 8,920,800 | | |
| 2.5 | % |
Panther ParentCo LLC (h) | |
Insurance Software | |
Class A Units | |
10/1/2021 | |
| 2,000,000 | | |
| 2,000,000 | | |
| 2,000,000 | | |
| 0.6 | % |
| |
| |
Total Insurance Software | |
| |
| | | |
| 10,925,938 | | |
| 10,920,800 | | |
| 3.1 | % |
Company(1) | |
Industry | |
Investment
Interest Rate/Maturity | |
Original
Acquisition Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
%
of Net Assets | |
Vector Controls Holding Co., LLC (d) | |
Industrial Products | |
First Lien Term Loan (3M USD LIBOR+6.50%), 8.00% Cash, 3/6/2025 | |
3/6/2013 | |
$ | 5,008,186 | | |
| 5,008,186 | | |
| 5,008,186 | | |
| 1.4 | % |
Vector Controls Holding Co., LLC (h) | |
Industrial Products | |
Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 | |
5/31/2015 | |
| 343 | | |
| - | | |
| 3,418,993 | | |
| 1.0 | % |
| |
| |
Total Industrial
Products | |
| |
| | | |
| 5,008,186 | | |
| 8,427,179 | | |
| 2.4 | % |
LogicMonitor, Inc. (d) | |
IT Services | |
First Lien Term Loan (3M USD LIBOR+5.00), 6.00% Cash, 5/17/2023 | |
3/20/2020 | |
$ | 43,000,000 | | |
| 42,806,801 | | |
| 43,000,000 | | |
| 12.1 | % |
| |
| |
Total IT
Services | |
| |
| | | |
| 42,806,801 | | |
| 43,000,000 | | |
| 12.1 | % |
Centerbase, LLC | |
Legal Software | |
First Lien Term Loan (Daialy USD SOFR+7.50%), 8.50% Cash, 1/18/2027 | |
1/18/2022 | |
$ | 7,500,000 | | |
| 7,409,860 | | |
| 7,425,000 | | |
| 2.1 | % |
| |
| |
Total Legal Software | |
| |
| | | |
| 7,409,860 | | |
| 7,425,000 | | |
| 2.1 | % |
Madison Logic, Inc. | |
Marketing Orchestration Software | |
First Lien Term Loan (1M USD LIBOR+5.75%), 6.75% Cash, 11/22/2026 | |
12/10/2021 | |
$ | 28,915,663 | | |
| 28,782,977 | | |
| 28,776,867 | | |
| 8.1 | % |
Madison Logic, Inc. (j) | |
Marketing Orchestration Software | |
Revolving Credit Facility (1M USD LIBOR+5.75%), 6.75% Cash, 11/22/2026 | |
12/10/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
| |
| |
Total Marketing Orchestration
Software | |
| |
| | | |
| 28,782,977 | | |
| 28,776,867 | | |
| 8.1 | % |
inMotionNow, Inc. | |
Marketing Services | |
First Lien Term Loan (3M USD LIBOR+7.50), 10.00% Cash, 5/15/2024 | |
5/15/2019 | |
$ | 12,200,000 | | |
| 12,139,533 | | |
| 12,290,280 | | |
| 3.5 | % |
inMotionNow, Inc. (d) | |
Marketing Services | |
Delayed Draw Term Loan (3M USD LIBOR+7.50) 10.00% Cash, 5/15/2024 | |
5/15/2019 | |
$ | 5,000,000 | | |
| 4,972,992 | | |
| 5,037,000 | | |
| 1.4 | % |
| |
| |
Total Marketing
Services | |
| |
| | | |
| 17,112,525 | | |
| 17,327,280 | | |
| 4.9 | % |
Chronus LLC | |
Mentoring Software | |
First Lien Term Loan (3M USD LIBOR+5.25), 6.25% Cash, 8/26/2026 | |
8/26/2021 | |
$ | 15,000,000 | | |
| 14,861,338 | | |
| 14,938,500 | | |
| 4.2 | % |
Chronus LLC (h) | |
Mentoring Software | |
Series A Preferred Stock | |
8/26/2021 | |
| 3,000 | | |
| 3,000,000 | | |
| 3,382,625 | | |
| 1.0 | % |
| |
| |
Total Mentoring Software | |
| |
| | | |
| 17,861,338 | | |
| 18,321,125 | | |
| 5.2 | % |
Omatic Software, LLC | |
Non-profit Services | |
First Lien Term Loan (3M USD LIBOR+8.00%), 9.75% Cash/1.00% PIK, 5/29/2023 | |
5/29/2018 | |
$ | 10,010,685 | | |
| 9,955,082 | | |
| 10,038,714 | | |
| 2.8 | % |
| |
| |
Total Non-profit Services | |
| |
| | | |
| 9,955,082 | | |
| 10,038,714 | | |
| 2.8 | % |
Emily Street Enterprises, L.L.C. | |
Office Supplies | |
Senior Secured Note (3M USD LIBOR+8.50%), 10.00% Cash, 12/31/2023 | |
12/28/2012 | |
$ | 3,300,000 | | |
| 3,300,000 | | |
| 3,278,880 | | |
| 0.9 | % |
Emily Street Enterprises, L.L.C. (h) | |
Office Supplies | |
Warrant Membership Interests
Expires 12/28/2022 | |
12/28/2012 | |
| 49,318 | | |
| 400,000 | | |
| 446,927 | | |
| 0.1 | % |
| |
| |
Total Office Supplies | |
| |
| | | |
| 3,700,000 | | |
| 3,725,807 | | |
| 1.0 | % |
Apex Holdings Software Technologies, LLC | |
Payroll Services | |
First Lien Term Loan (3M USD LIBOR+8.00%), 9.00% Cash, 9/21/2024 | |
9/21/2016 | |
$ | 17,000,000 | | |
| 16,990,006 | | |
| 17,000,000 | | |
| 4.7 | % |
| |
| |
Total Payroll
Services | |
| |
| | | |
| 16,990,006 | | |
| 17,000,000 | | |
| 4.7 | % |
Buildout, Inc. | |
Real Estate Services | |
First Lien Term Loan (3M USD LIBOR+7.00%), 8.00% Cash, 7/9/2025 | |
7/9/2020 | |
$ | 14,000,000 | | |
| 13,897,546 | | |
| 13,904,800 | | |
| 3.9 | % |
Buildout, Inc. | |
Real Estate Services | |
Delayed Draw Term Loan (3M USD LIBOR+7.00%), 8.00% Cash, 7/9/2025 | |
2/12/2021 | |
$ | 38,500,000 | | |
| 38,173,998 | | |
| 38,238,200 | | |
| 10.6 | % |
Buildout, Inc. (h), (i) | |
Real Estate Services | |
Limited Partner Interests | |
7/9/2020 | |
| 1,205 | | |
| 1,205,308 | | |
| 1,363,014 | | |
| 0.4 | % |
| |
| |
Total Real Estate
Services | |
| |
| | | |
| 53,276,852 | | |
| 53,506,014 | | |
| 14.9 | % |
LFR Chicken LLC | |
Restaurant | |
First Lien Term Loan (1M USD LIBOR+7.00%), 8.00% Cash, 11/19/2026 | |
11/19/2021 | |
$ | 12,000,000 | | |
| 11,886,588 | | |
| 11,880,000 | | |
| 3.3 | % |
LFR Chicken LLC (j) | |
Restaurant | |
Delayed Draw Term Loan (1M USD LIBOR+7.00%), 8.00% Cash, 11/19/2026 | |
11/19/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
LFR Chicken LLC (h) | |
Restaurant | |
Series B Preferred Units | |
11/19/2021 | |
| 497,183 | | |
| 1,000,000 | | |
| 999,984 | | |
| 0.3 | % |
TMAC Acquisition Co., LLC | |
Restaurant | |
Unsecured Term Loan 8.00% PIK, 9/01/2023 | |
3/1/2018 | |
$ | 2,979,312 | | |
| 2,979,312 | | |
| 2,805,541 | | |
| 0.8 | % |
| |
| |
Total Restaurant | |
| |
| | | |
| 15,865,900 | | |
| 15,685,525 | | |
| 4.4 | % |
Company(1) | |
Industry | |
Investment
Interest Rate/Maturity | |
Original
Acquisition Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
%
of Net Assets | |
Pepper Palace, Inc. (d) | |
Specialty Food Retailer | |
First Lien Term Loan (3M USD LIBOR+6.25%), 7.25% Cash, 6/30/2026 | |
6/30/2021 | |
$ | 33,830,000 | | |
| 33,531,592 | | |
| 33,261,656 | | |
| 9.2 | % |
Pepper Palace, Inc. (j) | |
Specialty Food Retailer | |
Delayed Draw Term Loan (3M USD LIBOR+6.25%), 7.25% Cash, 6/30/2026 | |
6/30/2021 | |
$ | - | | |
| - | | |
| (33,600 | ) | |
| 0.0 | % |
Pepper Palace, Inc. (j) | |
Specialty Food Retailer | |
Revolving Credit Facility (3M USD LIBOR+6.25%), 7.25% Cash, 6/30/2026 | |
6/30/2021 | |
$ | - | | |
| - | | |
| (42,000 | ) | |
| 0.0 | % |
Pepper Palace, Inc. (h) | |
Specialty Food Retailer | |
Membership Interest | |
6/30/2021 | |
| 1,000,000 | | |
| 1,000,000 | | |
| 827,050 | | |
| 0.1 | % |
| |
| |
Total Specialty
Food Retailer | |
| |
| | | |
| 34,531,592 | | |
| 34,013,106 | | |
| 9.3 | % |
ArbiterSports, LLC (d) | |
Sports Management | |
First Lien Term Loan (3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025 | |
2/21/2020 | |
$ | 26,000,000 | | |
| 25,846,091 | | |
| 25,667,199 | | |
| 7.1 | % |
ArbiterSports, LLC (d) | |
Sports Management | |
Delayed Draw Term Loan (3M USD LIBOR+6.50%), 8.25% Cash, 2/21/2025 | |
2/21/2020 | |
$ | 1,000,000 | | |
| 999,997 | | |
| 987,200 | | |
| 0.3 | % |
| |
| |
Total Sports Management | |
| |
| | | |
| 26,846,088 | | |
| 26,654,399 | | |
| 7.4 | % |
Avionte Holdings, LLC (h) | |
Staffing Services | |
Class A Units | |
1/8/2014 | |
| 100,000 | | |
| 100,000 | | |
| 1,912,328 | | |
| 0.5 | % |
| |
| |
Total Staffing Services | |
| |
| | | |
| 100,000 | | |
| 1,912,328 | | |
| 0.5 | % |
Jobvite, Inc. (d) | |
Talent Acquisition Software | |
Second Lien Term Loan (3M USD LIBOR+7.50%), 8.50% Cash, 1/6/2027 | |
7/6/2021 | |
$ | 20,000,000 | | |
| 19,841,684 | | |
| 19,652,000 | | |
| 5.5 | % |
| |
| |
Total Talent Acquisition Software | |
| |
| | | |
| 19,841,684 | | |
| 19,652,000 | | |
| 5.5 | % |
National Waste Partners (d) | |
Waste Services | |
Second Lien Term Loan 10.00% Cash, 11/13/2022 | |
2/13/2017 | |
$ | 9,000,000 | | |
| 9,000,000.0 | | |
| 9,000,000.0 | | |
| 2.5 | % |
| |
| |
Total Waste Services | |
| |
| | | |
| 9,000,000 | | |
| 9,000,000 | | |
| 2.5 | % |
Sub
Total Non-control/Non-affiliate investments | |
| |
| | | |
| 654,965,044 | | |
| 668,358,516 | | |
| 187.4 | % |
Affiliate investments
- 13.5% (b) | |
| |
| | | |
| | | |
| | | |
| | |
Artemis Wax Corp. (f), (j) | |
Consumer Services | |
Delayed Draw Term Loan (1M USD LIBOR+9.00%), 11.00% Cash, 5/20/2026 | |
5/20/2021 | |
$ | 30,000,000 | | |
| 29,727,282 | | |
| 30,000,000 | | |
| 8.4 | % |
Artemis Wax Corp. (f), (h) | |
Consumer Services | |
Series B-1 Preferred Stock | |
5/20/2021 | |
| 934,463 | | |
| 1,500,000 | | |
| 2,687,573 | | |
| 0.8 | % |
Artemis Wax Corp. (f), (h) | |
Consumer Services | |
Series C Preferred Stock | |
5/20/2021 | |
| 5,547 | | |
| 5,546,609 | | |
| 5,546,605 | | |
| 1.6 | % |
| |
| |
Total Consumer Services | |
| |
| | | |
| 36,773,891 | | |
| 38,234,178 | | |
| 10.8 | % |
Axero Holdings, LLC (f) | |
Employee Collaboration Software | |
First Lien Term Loan (3M USD LIBOR+10.00%), 11.00% Cash, 6/30/2026 | |
6/30/2021 | |
$ | 5,500,000 | | |
| 5,451,036 | | |
| 5,482,950 | | |
| 1.5 | % |
Axero Holdings, LLC (f), (j) | |
Employee Collaboration Software | |
Delayed Draw Term Loan (3M USD LIBOR+10.00%), 11.00% Cash, 6/30/2026 | |
6/30/2021 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
Axero Holdigns, LLC (f), (j) | |
Employee Collaboration Software | |
Revolving Credit Facility (3M USD LIBOR+10.00%), 11.00% Cash, 6/30/2026 | |
2/3/2022 | |
$ | - | | |
| - | | |
| - | | |
| 0.0 | % |
Axero Holdings, LLC (f), (h) | |
Employee Collaboration Software | |
Series A Preferred Units | |
6/30/2021 | |
| 2,000,000 | | |
| 2,000,000 | | |
| 2,198,000 | | |
| 0.5 | % |
Axero Holdings, LLC (f), (h) | |
Employee Collaboration Software | |
Series B Preferred Units | |
6/30/2021 | |
| 2,000,000 | | |
| 2,000,000 | | |
| 2,318,996 | | |
| 0.7 | % |
| |
| |
Total Employee Collaboration
Software | |
| |
| | | |
| 9,451,036 | | |
| 9,999,946 | | |
| 2.7 | % |
Sub
Total Affiliate investments | |
| |
| | | |
| 46,224,927 | | |
| 48,234,124 | | |
| 13.5 | % |
Company(1) | |
Industry | |
Investment
Interest Rate/Maturity | |
Original
Acquisition Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair
Value (c) | | |
%
of Net Assets | |
Control investments
- 28.3% (b) | |
| |
| | | |
| | | |
| | | |
| | |
Netreo Holdings, LLC (g) | |
IT Services | |
First Lien Term Loan (3M USD LIBOR +8.00%), 9.00% Cash 12/31/2025 | |
7/3/2018 | |
$ | 5,432,440 | | |
| 5,409,201 | | |
| 5,421,575 | | |
| 1.4 | % |
Netreo Holdings, LLC (d), (g), (j) | |
IT Services | |
Delayed Draw Term Loan (3M USD LIBOR +8.00%), 9.00% Cash, 12/31/2025 | |
5/26/2020 | |
$ | 13,433,515 | | |
| 13,406,530 | | |
| 13,406,648 | | |
| 3.8 | % |
Netreo Holdings, LLC (g), (h) | |
IT Services | |
Common Stock Class A Unit | |
7/3/2018 | |
| 4,600,677 | | |
| 8,344,500 | | |
| 18,975,523 | | |
| 5.3 | % |
| |
| |
Total IT Services | |
| |
| | | |
| 27,160,231 | | |
| 37,803,746 | | |
| 10.5 | % |
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g) | |
Structured Finance Securities | |
Other/Structured Finance Securities 9.27%, 4/20/2033 | |
1/22/2008 | |
$ | 111,000,000 | | |
| 32,273,125 | | |
| 28,654,905 | | |
| 8.1 | % |
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g) | |
Structured Finance Securities | |
Other/Structured Finance Securities (3M USD LIBOR+10.00%), 10.17%, 4/20/2033 | |
8/9/2021 | |
$ | 9,375,000 | | |
| 9,375,000 | | |
| 9,375,000 | | |
| 2.6 | % |
| |
| |
Total Structured
Finance Securities | |
| |
| | | |
| 41,648,125 | | |
| 38,029,905 | | |
| 10.7 | % |
Saratoga Senior Loan Fund I JV, LLC (a), (g), (j) | |
Investment Fund | |
Unsecured Loan 10.00%, 6/15/2023 | |
2/17/2022 | |
$ | 13,125,000 | | |
| 13,125,000 | | |
| 13,125,000 | | |
| 3.7 | % |
Saratoga Senior Loan Fund I
JV, LLC (a), (g), (j) | |
Investment Fund | |
Membership Interest | |
2/17/2022 | |
| 13,125,000 | | |
| 13,125,000 | | |
| 12,016,064 | | |
| 3.4 | % |
| |
| |
Total Investment Fund | |
| |
| | | |
| 26,250,000 | | |
| 25,141,064 | | |
| 7.1 | % |
Sub
Total Control investments | |
| |
| | | |
| 95,058,356 | | |
| 100,974,715 | | |
| 28.3 | % |
TOTAL
INVESTMENTS - 229.2% (b) | |
| |
| | | |
$ | 796,248,327 | | |
$ | 817,567,355 | | |
| 229.2 | % |
| |
Number of Shares | | |
Cost | | |
Fair Value | | |
% of Net Assets | |
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 14.9% (b) | |
| | |
| | |
| | |
| |
U.S. Bank Money Market (k) | |
| 52,870,342 | | |
$ | 52,870,342 | | |
$ | 52,870,342 | | |
| 14.9 | % |
Total cash and cash equivalents and cash and cash equivalents, reserve accounts | |
| 52,870,342 | | |
$ | 52,870,342 | | |
$ | 52,870,342 | | |
| 14.9 | % |
| (a) | Represents an investment that is not a “qualifying asset”
under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of February 28, 2022, non-qualifying assets
represent 6.7% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets
in qualifying assets. |
| (b) | Percentages are based on net assets of $355,780,523 as of
February 28, 2022. |
| (c) | Because there is no readily available market value for these
investments, the fair values of these investments were determined using significant unobservable inputs and approved in good faith by
our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3 to the consolidated financial
statements). |
| (d) | These securities are either fully or partially pledged as
collateral under a senior secured revolving credit facility (see Note 8 to the consolidated financial statements). |
| (e) | This investment does not have a stated interest rate that
is payable thereon. As a result, the 9.27% interest rate in the table above represents the effective interest rate currently earned on
the investment cost and is based on the current cash interest and other income generated by the investment. |
| (f) | As defined in the 1940 Act, this portfolio company is an
“affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. GreyHeller, LLC is no longer an affiliate
as of February 28, 2022. Transactions during the year ended February 28, 2022 in which the issuer was an affiliate are as follows: |
Company | |
Purchases | | |
Sales | | |
Total Interest from Investments | | |
Management Fee Income | | |
Net Realized Gain (Loss) from Investments | | |
Net Change in Unrealized Appreciation (Depreciation) | |
Artemis Wax Corp. | |
$ | 36,200,000 | | |
$ | - | | |
$ | 1,919,100 | | |
$ | - | | |
$ | - | | |
$ | 1,460,287 | |
Axero Holdings, LLC | |
| 9,445,000 | | |
| - | | |
| 416,092 | | |
| - | | |
| - | | |
| 548,910 | |
GreyHeller, LLC | |
| 8,910,000 | | |
| (26,428,457 | ) | |
| 973,278 | | |
| - | | |
| 7,328,457 | | |
| (3,102,569 | ) |
Top Gun | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,066,536 | |
Total | |
$ | 54,555,000 | | |
$ | (26,428,457 | ) | |
$ | 3,308,471 | | |
$ | - | | |
$ | 7,328,457 | | |
$ | (26,836 | ) |
| (g) | As defined in the 1940 Act, we “control” this portfolio
company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended February
28, 2022 in which the issuer was both an affiliate and a portfolio company that we control are as follows: |
Company | |
Purchases | | |
Sales | | |
Total Interest from Investments | | |
Management Fee Income | | |
Net Realized Gain (Loss) from Investments | | |
Net Change in Unrealized Appreciation (Depreciation) | |
Netreo Holdings, LLC | |
$ | 17,074,500 | | |
$ | - | | |
$ | 1,814,735 | | |
$ | - | | |
$ | - | | |
$ | 5,055,909 | |
Saratoga Investment Corp. CLO 2013-1, Ltd. | |
| - | | |
| - | | |
| 4,372,958 | | |
| 3,262,591 | | |
| - | | |
| (1,221,309 | ) |
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-R-3 Note | |
| - | | |
| (17,875,000 | ) | |
| 814,431 | | |
| - | | |
| - | | |
| (454,025 | ) |
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note | |
| 8,500,000 | | |
| (8,500,000 | ) | |
| 4,786 | | |
| - | | |
| (139,867 | ) | |
| - | |
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note | |
| 9,375,000 | | |
| - | | |
| 539,564 | | |
| - | | |
| - | | |
| - | |
Saratoga Senior Loan Fund I JV, LLC | |
| 13,125,000 | | |
| - | | |
| 126,389 | | |
| - | | |
| - | | |
| - | |
Saratoga Senior Loan Fund I JV, LLC | |
| 13,125,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,108,936 | ) |
Total | |
$ | 61,199,500 | | |
$ | (26,375,000 | ) | |
$ | 7,672,863 | | |
$ | 3,262,591 | | |
$ | (139,867 | ) | |
$ | 2,271,639 | |
| (h) | Non-income producing at February 28, 2022. |
| (i) | Includes securities issued by an affiliate of the company. |
| (j) | All or a portion of this investment has an unfunded commitment
as of February 28, 2022. (See Note 9 to the consolidated financial statements). |
| (k) | Included within cash and cash equivalents and cash and cash
equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 28, 2022. |
BSBY - Bloomberg Short-Term Bank Yield
LIBOR - London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
3M USD BSBY - The 3 month USD BSBY rate as of February
28, 2022 was 0.50%.
1M USD LIBOR - The 1 month USD LIBOR rate as of
February 28, 2022 was 0.24%.
3M USD LIBOR - The 3 month USD LIBOR rate as of
February 28, 2022 was 0.50%.
Daily USD SOFR - The daily USD SOFR rate as of February
28, 2022 was 0.05%
PIK - Payment-in-Kind (see Note 2 to the consolidated
financial statements).
See accompanying notes to consolidated financial statements.
SARATOGA
INVESTMENT CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
August
31, 2022
(unaudited)
Note 1.
Organization
Saratoga
Investment Corp. (the “Company”, “we”, “our” and “us”) is a non-diversified closed end
management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company
(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company commenced operations
on March 23, 2007 as GSC Investment Corp. and completed the initial public offering (“IPO”) on March 28, 2007. The Company
has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s investment objective
is to generate current income and, to a lesser extent, capital appreciation from its investments.
GSC
Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. As of February 28, 2007, the
LLC had not yet commenced its operations and investment activities.
On
March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company
as the surviving entity, in accordance with the procedure for such merger in the LLC’s limited liability company agreement and
Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share
of common stock of the Company.
On
July 30, 2010, the Company changed its name from “GSC Investment Corp.” to “Saratoga Investment Corp.” in connection
with the consummation of a recapitalization transaction.
The
Company is externally managed and advised by the investment adviser, Saratoga Investment Advisors, LLC (the “Manager” or
“Saratoga Investment Advisors”), pursuant to an investment advisory and management agreement (the “Management Agreement”).
Prior to July 30, 2010, the Company was managed and advised by GSCP (NJ), L.P.
The Company has established wholly-owned subsidiaries,
SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc.
and SIA-VR, Inc., which are structured as Delaware entities, or tax blockers (“Taxable Blockers”), to hold equity or equity-like
investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities). In February
2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of
the portfolio companies. Tax Blockers are consolidated for accounting purposes, but are not consolidated for U.S. federal income tax purposes
and may incur U.S. federal income tax expenses as a result of their ownership of portfolio companies.
On
March 28, 2012, our wholly owned subsidiary, Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received a Small Business Investment
Company (“SBIC”) license from the Small Business Administration (“SBA”). On August 14, 2019, our wholly owned
subsidiary, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA. SBIC II LP’s
SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA debentures.
The
Company has formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF
II”), for the purpose of entering into a $50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC
(the “Lender”), supported by loans held by SIF II and pledged to the Lender under the credit facility (the “Encina
Credit Facility”). The Encina Credit Facility closed on October 4, 2021. During the first two years following the closing date,
SIF II may request an increase in the commitment amount under the Encina Credit Facility to up to $75.0 million. The terms of the Encina
Credit Facility require a minimum drawn amount of $12.5 million at all times during the first six months following the closing date,
which increases to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. The term of the Encina
Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus
4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and the Company of a replacement
benchmark rate. Concurrently with the closing of the Encina Credit Facility, all remaining amounts outstanding on the Company’s
existing revolving credit facility with Madison Capital Funding, LLC were repaid and the revolving credit facility terminated.
On
October 26, 2021, the Company and TJHA JV I LLC (“TJHA”) entered into a Limited Liability Company Agreement (the “LLC
Agreement”) to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is under joint control and is not consolidated.
SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd. (“SLF 2021”), which is a wholly owned subsidiary
of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and
second lien term loans or bonds in the primary and secondary markets.
Note 2.
Summary of Significant Accounting Policies
Basis
of Presentation
The accompanying consolidated financial statements
have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”),
are stated in U.S. Dollars and include the accounts of the Company and its wholly owned special purpose financing subsidiaries, Saratoga
Investment Funding, LLC (previously known as GSC Investment Funding LLC), SIF II, SBIC LP, SBIC II LP, SIA-ARC, Inc., SIA-Avionte, Inc.,
SIA-AX, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-PP, Inc., SIA-TG, Inc., SIA-TT Inc. and SIA-Vector, Inc. All intercompany accounts and
transactions have been eliminated in consolidation. All references made to the “Company,” “we,” and “us”
herein include Saratoga Investment Corp. and its consolidated subsidiaries, except as stated otherwise.
The
Company, SBIC LP and SBIC II LP are all considered to be investment companies for financial reporting purposes and have applied the guidance
in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial
Services — Investment Companies” (“ASC 946”). There have been no changes to the Company, SBIC LP or SBIC
II LP’s status as investment companies during the six months ended August 31, 2022.
Principles
of Consolidation
Under
the investment company rules and regulations pursuant to ASC Topic 946, the Company is precluded from consolidating any entity other
than another investment company.
The
Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will
generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary. SLF JV is not a wholly-owned
investment company subsidiary as the Company and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling
financial interest. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it
is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate
its investment in SLF JV.
Use of
Estimates in the Preparation of Financial Statements
The
preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the
date of the financial statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially
from those estimates.
Cash and
Cash Equivalents
Cash
and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which
approximates fair value. Per section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another investment company, such as a
money market fund, if such investment would cause the Company to exceed any of the following limitations:
| ● | we
were to own more than 3.0% of the investment company’s total outstanding voting shares; |
| ● | we
were to hold securities in the investment company having an aggregate value in excess of 5.0% of the value of our total assets; or |
| ● | we
were to hold securities in investment companies having an aggregate value in excess of 10.0% of the value of our total assets. |
As
of August 31, 2022, the Company did not exceed any of these limitations.
Cash and
Cash Equivalents, Reserve Accounts
Cash
and cash equivalents, reserve accounts include amounts held in designated bank accounts in the form of cash and short-term liquid investments
in money market funds, representing payments received on secured investments or other reserved amounts associated with the revolving
credit facilities. The Company is required to use these amounts to pay interest expense, reduce borrowings, or pay other amounts in accordance
with the terms of the revolving credit facilities.
In
addition, cash and cash equivalents, reserve accounts also include amounts held in designated bank accounts, in the form of cash and
short-term liquid investments in money market funds, within our wholly-owned subsidiaries, SBIC LP and SBIC II LP.
The
statements of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described
as restricted cash and restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts.
The following table provides a reconciliation
of cash and cash equivalents and cash and cash equivalents, reserve accounts reported within the consolidated statements of assets and
liabilities that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
| |
August 31,
2022 | | |
August 31,
2021 | |
Cash and cash equivalents | |
$ | 3,068,165 | | |
$ | 60,268,602 | |
Cash and cash equivalents, reserve accounts | |
| 9,579,226 | | |
| 13,040,805 | |
Total cash and cash equivalents and cash and cash equivalents, reserve accounts | |
$ | 12,647,391 | | |
$ | 73,309,407 | |
Investment
Classification
The
Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “control investments”
are defined as investments in companies in which we own more than 25.0% of the voting securities or maintain greater than 50.0% of the
board representation. Under the 1940 Act, “affiliated investments” are defined as those non-control investments in companies
in which we own between 5.0% and 25.0% of the voting securities. Under the 1940 Act, “non-affiliated investments” are defined
as investments that are neither control investments nor affiliated investments.
Investment
Valuation
The
Company accounts for its investments at fair value in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures
(“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy
based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires
the Company to assume that its investments are to be sold or its liabilities are to be transferred at the measurement date in the principal
market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical
market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable,
and willing and able to transact.
Investments
for which market quotations are readily available are fair valued at such market quotations obtained from independent third-party pricing
services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant
events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value
as approved, in good faith, by our board of directors based on input from our Manager, the audit committee of our board of directors
and a third-party independent valuation firm.
The
Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available,
as described below:
| ● | Each
investment is initially valued by the responsible investment professionals of the Manager and preliminary valuation conclusions are documented,
reviewed and discussed with our senior management; and |
| ● | An
independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter
so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm
at least once each fiscal year. We use a third-party independent valuation firm to value our investment in the subordinated notes of
Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”) and the Class F-2-R-3 Notes tranche of the Saratoga CLO every
quarter. |
In
addition, all our investments are subject to the following valuation process:
| ● | The
audit committee of our board of directors reviews and approves each preliminary valuation and our Manager and independent valuation firm
(if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and |
| ● | Our
board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of our
Manager, independent valuation firm (to the extent applicable) and the audit committee of our board of directors. |
We
use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments
and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques
often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise
value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best estimate. The types
of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable
value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future
interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies,
discounted cash flows and other relevant factors.
The
Company’s investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flow valuation technique that
utilizes prepayment, re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics
of the underlying cash flow and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO,
when available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flows, or an
appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including
projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs
are based on available market data and projections provided by third parties as well as management estimates. The Company uses the output
from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine
the valuation for our investment in Saratoga CLO.
The
Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value, or equivalent, of SLF JV
as a practical expedient for fair value, provided by ASC 820.
Because
such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate
over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that
would have been used if a ready market for these investments existed. The Company’s net asset value could be materially affected
if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately
realize upon the disposal of such investments.
In
December 2020, the U.S. Securities and Exchange Commission (the “SEC”) adopted a new rule providing a framework for fund
valuation practices. New Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes requirements for determining fair value
in good faith for purposes of the 1940 Act. Rule 2a-5 will permit boards of directors, subject to board oversight and certain other conditions,
to designate certain parties to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily
available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a
security. The SEC also adopted new Rule 31a-4 under the 1940 Act (“Rule 31a-4”), which provides the recordkeeping
requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued guidance on related issues,
including the role of the board in determining fair value and the accounting and auditing of fund investments. Rule 2a-5 and Rule
31a-4 became effective on March 8, 2021, and have a compliance date of September 8, 2022. While our board of directors has not
elected to designate Saratoga Investment Advisors as the valuation designee, the Company has adopted certain revisions to its
valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Derivative
Financial Instruments
The
Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC
815”). ASC 815 requires recognizing all derivative instruments as either assets or liabilities on the consolidated statements of
assets and liabilities at fair value. The Company values derivative contracts at the closing fair value provided by the counterparty.
Changes in the values of derivative contracts are included in the consolidated statements of operations.
Investment
Transactions and Income Recognition
Purchases
and sales of investments and the related realized gains or losses are recorded on a trade-date basis. Interest income, adjusted for amortization
of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The
Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums
on investments purchased are accreted/amortized using the effective yield method. The amortized cost of investments represents the original
cost adjusted for the accretion of discounts over the life of the investment and amortization of premiums on investments up to the earliest
call date.
Loans
are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest
is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized
as a reduction in principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual
status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although we may
make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. At August 31,
2022, our investment in one portfolio company was on non-accrual status with a fair value of approximately $9.7 million,
or 1.0% of the fair value of our portfolio. At February 28, 2022, there were no investments on non-accrual status.
Interest
income on our investment in Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic
325, Investments-Other, Beneficial Interests in Securitized Financial Assets, (“ASC 325”), based on the anticipated
yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or
estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield
are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was
changed.
Payment-in-Kind
Interest
The
Company holds debt and preferred equity investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision.
The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity,
is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company stops accruing PIK interest
if it is expected that the issuer will not be able to pay all principal and interest when due.
Dividend
Income
Dividend
income is recorded in the consolidated statements of operations when earned.
Structuring
and Advisory Fee Income
Structuring
and advisory fee income represents various fee income earned and received for performing certain investment structuring and advisory
activities during the closing of new investments.
Other
Income
Other
income includes prepayment income fees, and monitoring, administration and amendment fees and is recorded in the consolidated statements
of operations when earned.
Deferred
Debt Financing Costs
Financing
costs incurred in connection with our credit facility and notes are deferred and amortized using the straight-line method over the life
of the respective facility and debt securities. Financing costs incurred in connection with the SBA debentures of SBIC LP and SBIC II
LP are deferred and amortized using the straight-line method over the life of the debentures. Any discount or premium on the issuance
of any debt is amortized using the effective interest method over the life of the respective debt security.
The
Company presents deferred debt financing costs on the balance sheet as a contra-liability as a direct deduction from the carrying amount
of that debt liability, consistent with debt discounts.
Realized
Loss on Extinguishment of Debt
Upon
the repayment of debt obligations that are deemed to be extinguishments, the difference between the principal amount due at maturity
adjusted for any unamortized debt issuance costs is recognized as a loss (i.e., the unamortized debt issuance costs are recognized as
a loss upon extinguishment of the underlying debt obligation).
Contingencies
In
the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future
events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management
reasonably believes that the likelihood of such an event is remote. Therefore, the Company has not accrued any liabilities in connection
with such indemnifications.
In
the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to
bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain
financial instruments owned by the Company.
Income
Taxes
The
Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M
of the Code. By meeting these requirements, the Company will not be subject to corporate federal income taxes on ordinary income or capital
gains timely distributed to stockholders. Therefore, no provision has been recorded for federal income taxes, except as related to the
Taxable Blockers and long-term capital gains, when applicable.
In
order to qualify as a RIC, among other requirements, the Company is required to timely distribute to its stockholders at least 90% of
its “investment company taxable income”, as defined by the Code, for each fiscal tax year. The Company will be subject to
a nondeductible U.S. federal excise tax of 4% on undistributed income if it does not distribute at least (1) 98% of its net ordinary
income in any calendar year, (2) 98.2% of its capital gain net income for each one-year period ending on October 31 and (3) any net ordinary
income and capital gain net income that it recognized for preceding years, but were not distributed during such year, and on which the
Company paid no U.S federal income tax.
Depending on the level of investment company taxable
income earned in a tax year and the amount of net capital gains recognized in such tax year, the Company may choose to carry forward investment
company taxable income and net capital gains in excess of current year dividend distributions into the next tax year and pay the 4.0%
U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual
investment company taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes,
the Company accrues the U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned.
In
accordance with U.S. Treasury regulations and published guidance issued by the Internal Revenue Service (“IRS”), a publicly
offered RIC may treat a distribution of its own stock as counting toward its RIC distribution requirements if each stockholder elects
to receive his, her, or its entire distribution in either cash or stock of the RIC. This published guidance indicates that the rule will
apply where the aggregate amount of cash to be distributed to all stockholders is not at least 20.0% of the aggregate declared distribution.
Under the published guidance, if too many stockholders elect to receive cash, the cash available for distribution must be allocated
among the stockholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder,
electing to receive cash, receive less than 20.0% of his or her entire distribution in cash. If these and certain other requirements
are met, for U.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could
have been received instead of stock.
The
Company may utilize wholly owned holding companies taxed under Subchapter C of the Code or tax blockers, when making equity investments
in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC. Taxable Blockers are consolidated
in the Company’s U.S. GAAP financial statements and may result in current and deferred federal and state income tax expense with
respect to income derived from those investments. Such income, net of applicable income taxes, is not included in the Company’s
tax-basis net investment income until distributed by the Taxable Blocker, which may result in timing and character differences between
the Company’s U.S. GAAP and tax-basis net investment income and realized gains and losses. Income tax expense or benefit from Taxable
Blockers related to net investment income are included in total operating expenses, while any expense or benefit related to federal or
state income tax originated for capital gains and losses are included together with the applicable net realized or unrealized gain or
loss line item. Deferred tax assets of the Taxable Blockers are reduced by a valuation allowance when, in the opinion of management,
it is more-likely than-not that some portion or all of the deferred tax assets will not be realized.
FASB
ASC Topic 740, Income Taxes, (“ASC 740”), provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to
be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would
be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized
tax benefits as income tax expense on the consolidated statements of operations. During the fiscal year ended February 28, 2022, the
Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal.
The 2019, 2020, 2021 and 2022 federal tax years for the Company remain subject to examination by the IRS. As of August 31, 2022 and February
28, 2022, there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that
the total amounts of unrecognized tax benefits will change significantly in the next 12 months.
Dividends
Dividends
to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors.
Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain some or all of our
net capital gains for reinvestment.
We
have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividend distributions on behalf
of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a
cash dividend, then our stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash
dividends automatically reinvested into additional shares of our common stock, rather than receiving the cash dividends. We have the
option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases
of common stock by the DRIP plan administrator.
Capital
Gains Incentive Fee
The
Company records an expense accrual on the consolidated statements of operations relating to the capital gains incentive fee payable by
the Company to the Manager on the consolidated statements of assets and liabilities when the net realized and unrealized gain on its
investments exceed all net realized and unrealized capital losses on its investments because a capital gains incentive fee would be owed
to the Manager if the Company were to liquidate its investment portfolio at such time.
The
actual incentive fee payable to the Manager related to capital gains will be determined and payable in arrears at the end of each fiscal
year and only reflected those net realized capital gains net of realized and unrealized losses for the period.
Recent
Accounting Pronouncements
In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04 provide
optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference
rate reform if certain criteria are met. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies
and under the Encina Credit Facility. Many of these agreements (including the credit agreements relating to the Encina Credit Facility)
include an alternative successor rate or language for choosing an alternative successor rate when LIBOR reference is no longer considered
to be appropriate. With respect to other agreements, the Company intends to work with its portfolio companies to modify agreements to
choose an alternative successor rate. Contract modifications are required to be evaluated in determining whether the modifications result
in the establishment of new contracts or the continuation of existing contracts. The standard is effective as of March 12, 2020 through
December 31, 2022. Management does not believe this optional guidance has a material impact on the Company’s consolidated financial
statements and disclosures.
Risk Management
In
the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the
risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements
and volatility in investment prices.
Credit
risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount. The Company
is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in reserve accounts, at a
major financial institution and credit risk related to any of its derivative counterparties.
The
Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments
are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders
of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer.
Note 3.
Investments
As
noted above, the Company values all investments in accordance with ASC 820. As defined in ASC 820, fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants at the
measurement date.
ASC
820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used
in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment
and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can
be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment
used in measuring fair value.
Based
on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements
according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values.
Investments carried at fair value are classified and disclosed in one of the following three categories:
| ● | Level
1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. |
| ● | Level
2— Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the
reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs
that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument,
or inputs that are derived principally from, or corroborated by, observable market information. Investments that are generally included
in this category include illiquid debt securities and less liquid, privately held or restricted equity securities, for which some level
of recent trading activity has been observed. |
| ● | Level 3—Pricing inputs are unobservable
for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be
based on the Company’s own assumptions about how market participants would price the asset or liability or may use Level 2
inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. Even if observable market
data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.)
are available, such investments are grouped as Level 3 if any significant data point that is not also market observable (private
company earnings, cash flows, etc.) is used in the valuation technique. We use multiple techniques for determining fair value based
on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of
the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and
estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value
is best expressed as a range of values from which the Company determines a single best estimate. The types of inputs and assumptions that
may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the
portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put
features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and
other relevant factors. |
In
addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board
of directors that is consistent with ASC 820 and the 1940 Act (see Note 2). Consistent with our valuation policy, we evaluate the source
of inputs, including any markets in which our investments are trading, in determining fair value.
The following table presents fair value measurements
of investments, by major class, as of August 31, 2022 (dollars in thousands), according to the fair value hierarchy:
| |
Fair Value Measurements | | |
Valued Using Net | | |
| |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Asset Value* | | |
Total | |
First lien term loans | |
$ | - | | |
$ | - | | |
$ | 793,011 | | |
| - | | |
$ | 793,011 | |
Second lien term loans | |
| - | | |
| - | | |
| 23,662 | | |
| - | | |
| 23,662 | |
Unsecured term loans | |
| - | | |
| - | | |
| 16,841 | | |
| - | | |
| 16,841 | |
Structured finance securities | |
| - | | |
| - | | |
| 32,327 | | |
| - | | |
| 32,327 | |
Equity interests | |
| - | | |
| - | | |
| 82,096 | | |
| 6,727 | | |
| 88,823 | |
Total | |
$ | - | | |
$ | - | | |
$ | 947,937 | | |
$ | 6,727 | | |
$ | 954,664 | |
The
following table presents fair value measurements of investments, by major class, as of February 28, 2022 (dollars in thousands), according
to the fair value hierarchy:
| |
Fair Value Measurements | | |
Valued
Using Net | | |
| |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Asset Value* | | |
Total | |
First lien term loans | |
$ | - | | |
$ | - | | |
$ | 631,572 | | |
$ | - | | |
$ | 631,572 | |
Second lien term loans | |
| - | | |
| - | | |
| 44,386 | | |
| - | | |
| 44,386 | |
Unsecured loans | |
| - | | |
| - | | |
| 15,931 | | |
| - | | |
| 15,931 | |
Structured finance securities | |
| - | | |
| - | | |
| 38,030 | | |
| - | | |
| 38,030 | |
Equity interests | |
| - | | |
| - | | |
| 75,632 | | |
| 12,016 | | |
| 87,648 | |
Total | |
$ | - | | |
$ | - | | |
$ | 805,551 | | |
$ | 12,016 | | |
$ | 817,567 | |
The following table provides a reconciliation of the beginning and
ending balances for investments that use Level 3 inputs for the six months ended August 31, 2022 (dollars in thousands):
| |
First lien term loans | | |
Second lien term loans | | |
Unsecured term loans | | |
Structured finance securities | | |
Equity interests | | |
Total | |
Balance as of February 28, 2022 | |
$ | 631,572 | | |
$ | 44,386 | | |
$ | 15,931 | | |
$ | 38,030 | | |
$ | 75,632 | | |
$ | 805,551 | |
Payment-in-kind and other adjustments to cost | |
| 160 | | |
| - | | |
| - | | |
| (2,160 | ) | |
| 405 | | |
| (1,595 | ) |
Net accretion of discount on investments | |
| 851 | | |
| (17 | ) | |
| - | | |
| - | | |
| - | | |
| 834 | |
Net change in unrealized appreciation (depreciation) on investments | |
| (10,606 | ) | |
| (691 | ) | |
| (37 | ) | |
| (3,543 | ) | |
| (1,478 | ) | |
| (16,355 | ) |
Purchases | |
| 241,133 | | |
| 4,950 | | |
| 947 | | |
| - | | |
| 9,537 | | |
| 256,567 | |
Sales and repayments | |
| (70,262 | ) | |
| (24,966 | ) | |
| - | | |
| - | | |
| (9,944 | ) | |
| (105,172 | ) |
Net realized gain (loss) from investments | |
| 163 | | |
| - | | |
| - | | |
| - | | |
| 7,944 | | |
| 8,107 | |
Balance as of August 31, 2022 | |
$ | 793,011 | | |
$ | 23,662 | | |
$ | 16,841 | | |
$ | 32,327 | | |
$ | 82,096 | | |
$ | 947,937 | |
Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period | |
$ | (10,543 | ) | |
$ | (881 | ) | |
$ | (37 | ) | |
$ | (3,544 | ) | |
$ | 3,623 | | |
$ | (11,382 | ) |
Purchases,
PIK and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization
of income from discount/premium on debt securities, and PIK interests.
Sales
and repayments represent net proceeds received from investments sold and principal paydowns received during the period.
Transfers
and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings
in or out of Levels 1, 2 or 3 during the six months ended August 31, 2022.
The following table provides a reconciliation of the beginning and
ending balances for investments that use Level 3 inputs for the six months ended August 31, 2021 (dollars in thousands):
| |
First lien
term loans | | |
Second lien
term loans | | |
Unsecured
term loans | | |
Structured
finance
securities | | |
Equity
interests | | |
Total | |
Balance as of February 28, 2021 | |
$ | 440,456 | | |
$ | 24,930 | | |
$ | 2,141 | | |
$ | 49,779 | | |
$ | 37,007 | | |
$ | 554,313 | |
Payment-in-kind and other adjustments to cost | |
| 389 | | |
| 30 | | |
| 498 | | |
| 658 | | |
| 331 | | |
| 1,906 | |
Net accretion of discount on investments | |
| 874 | | |
| 10 | | |
| - | | |
| - | | |
| - | | |
| 884 | |
Net change in unrealized appreciation (depreciation) on investments | |
| 285 | | |
| 73 | | |
| 49 | | |
| 2,499 | | |
| 17,283 | | |
| 20,189 | |
Purchases | |
| 173,018 | | |
| 19,825 | | |
| - | | |
| - | | |
| 42,338 | | |
| 235,181 | |
Sales and repayments | |
| (121,429 | ) | |
| - | | |
| - | | |
| (8,360 | ) | |
| (19,998 | ) | |
| (149,787 | ) |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| (140 | ) | |
| 3,551 | | |
| 3,411 | |
Balance as of August 31, 2021 | |
$ | 493,593 | | |
$ | 44,868 | | |
$ | 2,688 | | |
$ | 44,436 | | |
$ | 80,512 | | |
$ | 666,097 | |
Net change in unrealized appreciation (depreciation) for the year relating to those Level 3 assets that were still held by the Company at the end of the period | |
$ | 1,790 | | |
$ | 73 | | |
$ | 49 | | |
$ | 2,952 | | |
$ | 16,605 | | |
$ | 21,469 | |
Transfers
and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings
in or out of Levels 1, 2 or 3 during the six months ended August 31, 2021.
The valuation techniques and significant unobservable
inputs used in recurring Level 3 fair value measurements of assets as of August 31, 2022 were as follows (dollars in thousands):
|
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range |
|
Weighted Average* |
|
First lien term loans |
|
$ |
793,011 |
|
|
Market Comparables |
|
Market Yield (%) |
|
|
8.1% - 16.4% |
|
|
10.7 |
% |
|
|
|
|
|
|
|
|
Revenue Multiples (x) |
|
|
3.0x - 8.0x |
|
|
4.4 |
x |
Second lien term loans |
|
|
23,662 |
|
|
Market Comparables |
|
Market Yield (%) |
|
|
10.0% - 46.5% |
|
|
26.1 |
% |
Unsecured term loans |
|
|
16,841 |
|
|
Market Comparables |
|
Market Yield (%) |
|
|
10.0% - 25.5% |
|
|
12.6 |
% |
|
|
|
|
|
|
Collateral Value Coverage |
|
Net Asset Value |
|
|
100.0% |
|
|
100.0 |
% |
Structured finance securities |
|
|
32,327 |
|
|
Discounted Cash Flow |
|
Discount Rate (%) |
|
|
13.0% - 18.0% |
|
|
16.7 |
% |
|
|
|
|
|
|
|
|
Recovery Rate (%) |
|
|
35% - 70% |
|
|
70.0 |
% |
|
|
|
|
|
|
|
|
Prepayment Rate (%) |
|
|
20.0% |
|
|
20.0 |
% |
Equity interests |
|
|
82,096 |
|
|
Enterprise Value Waterfall |
|
EBITDA Multiples (x) |
|
|
4.0x - 28.6x |
|
|
9.9 |
x |
|
|
|
|
|
|
|
|
Revenue Multiples (x) |
|
|
1.0x - 11.7x |
|
|
6.1 |
x |
Total |
|
$ |
947,937 |
|
|
|
|
|
|
|
|
|
|
|
|
The valuation techniques and significant unobservable inputs used
in recurring Level 3 fair value measurements of assets as of February 28, 2022 were as follows (dollars in thousands):
| |
Fair Value | | |
Valuation Technique | |
Unobservable Input | |
Range | |
Weighted Average* | |
First lien term loans | |
$ | 631,572 | | |
Market Comparables | |
Market Yield (%) | |
| 6.0% - 11.3% | |
| 8.4 | % |
| |
| | | |
| |
Revenue Multiples (x) | |
| 3.5x | |
| 3.5 | x |
Second lien term loans | |
| 44,386 | | |
Market Comparables | |
Market Yield (%) | |
| 8.9% - 32.9% | |
| 15.6 | % |
| |
| | | |
| |
EBITDA Multiples (x) | |
| 7.5x | |
| 7.5 | x |
Unsecured term loans | |
| 15,931 | | |
Market Comparables | |
Market Yield (%) | |
| 22.3% | |
| 22.3 | % |
| |
| | | |
| |
Net Asset Value | |
| 100.0% | |
| 100.0 | % |
Structured finance securities | |
| 38,030 | | |
Discounted Cash Flow | |
Discount Rate (%) | |
| 10.0% - 15.0% | |
| 14.2 | % |
| |
| | | |
| |
Recovery Rate (%) | |
| 35.0% - 70.0% | |
| 70.0 | % |
| |
| | | |
| |
Prepayment Rate (%) | |
| 20.0% | |
| 20.0 | % |
Equity interests | |
| 75,632 | | |
Enterprise Value Waterfall | |
EBITDA Multiples (x) | |
| 4.0x - 14.0x | |
| 9.7 | x |
| |
| | | |
| |
Revenue Multiples (x) | |
| 0.5x - 38.3x | |
| 4.6 | x |
| |
| | | |
| |
Third-party bid | |
| 100.0% | |
| 100.0 | % |
Total | |
$ | 805,551 | | |
| |
| |
| | |
| | |
For
investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation,
would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the earnings before
interest, tax, depreciation and amortization (“EBITDA”) or revenue valuation multiples, in isolation, would result in a significantly
higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease)
in the discount rate, and prepayment rate, in isolation, would result in a significantly lower (higher) fair value measurement while
a significant increase (decrease) in recovery rate, in isolation, would result in a significantly higher (lower) fair value measurement.
For investments utilizing a third-party bid or market quote in deriving a value, a significant increase (decrease) in the third-party
bid or market quote, in isolation, would result in a significantly higher (lower) fair value measurement.
The composition of our investments as of August 31, 2022
at amortized cost and fair value was as follows (dollars in thousands):
| |
Investments at Amortized Cost | | |
Amortized Cost Percentage of Total Portfolio | | |
Investments at Fair Value | | |
Fair Value Percentage of Total Portfolio | |
First lien term loans | |
$ | 803,082 | | |
| 84.0 | % | |
$ | 793,011 | | |
| 83.0 | % |
Second lien term loans | |
| 29,829 | | |
| 3.1 | | |
| 23,662 | | |
| 2.5 | |
Unsecured term loans | |
| 17,051 | | |
| 1.8 | | |
| 16,841 | | |
| 1.8 | |
Structured finance securities | |
| 39,489 | | |
| 4.1 | | |
| 32,327 | | |
| 3.4 | |
Equity interests | |
| 66,486 | | |
| 7.0 | | |
| 88,823 | | |
| 9.3 | |
Total | |
$ | 955,937 | | |
| 100.0 | % | |
$ | 954,664 | | |
| 100.0 | % |
The composition of our investments as of February 28, 2022
at amortized cost and fair value was as follows (dollars in thousands):
| |
Investments
at Amortized
Cost | | |
Amortized
Cost
Percentage
of Total
Portfolio | | |
Investments at
Fair Value | | |
Fair Value
Percentage
of Total
Portfolio | |
First lien term loans | |
$ | 631,037 | | |
| 79.3 | % | |
$ | 631,572 | | |
| 77.3 | % |
Second lien term loans | |
| 49,862 | | |
| 6.3 | | |
| 44,386 | | |
| 5.4 | |
Unsecured term loans | |
| 16,104 | | |
| 2.0 | | |
| 15,931 | | |
| 1.9 | |
Structured finance securities | |
| 41,648 | | |
| 5.2 | | |
| 38,030 | | |
| 4.7 | |
Equity interests | |
| 57,597 | | |
| 7.2 | | |
| 87,648 | | |
| 10.7 | |
Total | |
$ | 796,248 | | |
| 100.0 | % | |
$ | 817,567 | | |
| 100.0 | % |
For
loans and debt securities for which market quotations are not available, we determine their fair value based on third party indicative
broker quotes, where available, or the inputs that a hypothetical market participant would use to value the security in a current hypothetical
sale using a market comparables valuation technique. In applying the market comparables valuation technique, we determine the fair value
based on such factors as market participant inputs including synthetic credit ratings, estimated remaining life, current market yield
and interest rate spreads of similar securities as of the measurement date. If, in our judgment, the market comparables technique is
not sufficient or appropriate, we may use additional techniques such as an asset liquidation or expected recovery model.
For
equity securities of portfolio companies and partnership interests, we determine the fair value using an enterprise value waterfall valuation
technique. Under the enterprise value waterfall valuation technique, we determine the enterprise fair value of the portfolio company
and then waterfall the enterprise value over the portfolio company’s securities in order of their preference relative to one another.
To estimate the enterprise value of the portfolio company, we weigh some or all of the traditional market valuation techniques and factors
based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The techniques for performing
investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable
companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering
offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent
investments in the equity securities of the portfolio company. For non-performing investments, we may estimate the liquidation or collateral
value of the portfolio company’s assets and liabilities. We also take into account historical and anticipated financial results.
Our
investment in Saratoga CLO is carried at fair value, which is based on a discounted cash flow valuation technique that utilizes prepayment,
re-investment and loss inputs based on historical experience and projected performance, economic factors, the characteristics of the
underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when
available, as determined by our Manager and recommended to our board of directors. Specifically, we use Intex cash flows, or an appropriate
substitute, to form the basis for the valuation of our investment in Saratoga CLO. The cash flows use a set of inputs including projected
default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The inputs are based
on available market data and projections provided by third parties as well as management estimates. We ran Intex models based on inputs
about the refinanced Saratoga CLO’s structure, including capital structure, cost of liabilities and reinvestment period. We use
the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash
flows to determine a valuation for our investment in Saratoga CLO at August 31, 2022. The inputs at August 31, 2022 for the valuation
model include:
| ● | Discount
rate: 13% – 18% |
| ● | Reinvestment
rate / price: $97.00 for twelve months; then L+365bps / $99.00 |
Investment
Concentration
Set
forth is a brief description of each portfolio company in which the fair value of our investment represents greater than 5% of our total
assets as of August 31, 2022.
Hematerra Holdings Company, LLC
HemaTerra Holding Company, LLC provides SaaS-based
software solutions addressing complex supply chain issues across a variety of medical environments, including blood, plasma, tissue, implants
and DNA sample management, to customers in blood centers, hospitals, pharmaceuticals, and law enforcement settings.
Buildout,
Inc.
Buildout, Inc. provides SaaS-based real estate
marketing and customer relationship management (“CRM”) software to commercial real estate (“CRE”) brokerages.
Buildout provides a suite of software solutions brokers use to manage relationships, efficiently create and distribute marketing materials
over a wide variety of channels, including direct mail, multiple listing websites, brokerage website, property specific websites and manage
back office functions like commission calculations and broker productivity.
Artemis
Wax Corp.
Artemis
Wax Corporation is a U.S. based retail aggregator of European Wax Center (“EWC”) franchise locations with a concentration in
the northeast. Founded in 2004, EWC is the largest U.S. body waxing national chain with more than 800 locations across the country.
Granite
Comfort, LP
Granite
Comfort, LP provides traditional service and replacement of HVAC / plumbing systems, as well as a rental model that is in the early stages
of implementation.
Note 4.
Investment in Saratoga CLO
On
January 22, 2008, the Company entered into a collateral management agreement with Saratoga CLO, pursuant to which the Company acts as
its collateral manager. The Saratoga CLO was initially refinanced in October 2013 with its reinvestment period extended to October 2016.
On November 15, 2016, the Company completed a second refinancing of the Saratoga CLO with its reinvestment period extended to October
2018.
On
December 14, 2018, the Company completed a third refinancing and upsize of the Saratoga CLO (the “2013-1 Reset CLO Notes”).
The third Saratoga CLO refinancing, among other things, extended its reinvestment period to January 2021, and extended its legal maturity
date to January 2030. A non-call period ending January 2020 was also added. Following this refinancing, the Saratoga CLO portfolio increased
its aggregate principal amount from approximately $300.0 million to approximately $500.0 million of predominantly senior secured first
lien term loans. In addition to refinancing its liabilities, the Company invested an additional $13.8 million in all of the newly issued
subordinated notes of the Saratoga CLO and also purchased $2.5 million in aggregate principal amount of the Class F-R-2 and $7.5 million
in aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75% and 3M USD LIBOR plus
10.00%, respectively. As part of this refinancing, the Company also redeemed our existing $4.5 million in aggregate amount of the Class
F notes tranche at par.
On
February 11, 2020, the Company entered into an unsecured loan agreement with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO
2013-1 Warehouse 2”), a wholly owned subsidiary Saratoga CLO.
On
February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This fourth Saratoga CLO refinancing, among other
things, extended the Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033. The non-call period
was extended to February 2022. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $500 million
in assets to approximately $650 million. As part of this refinancing and upsizing, the Company invested an additional $14.0 million in
all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class
F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0
million of the CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing
and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable
of $2.6 million was repaid in full.
On
August 9, 2021, the Company exchanged its existing $17.9 million Class F-R-3 Notes for $8.5 million Class F-1-R-3 Notes and $9.4 million
Class F-2-R-3 Notes at par. On August 11, 2021, the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss
of $0.1 million.
The
Saratoga CLO remains 100.0% owned and managed by the Company. We receive a base management fee of 0.10% per annum and a subordinated
management fee of 0.40% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of
available proceeds. Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, we are no longer
entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive
an internal rate of return paid in cash equal to or greater than 12.0%.
For
the three months ended August 31, 2022 and August 31, 2021, we accrued management fee income of $0.8 million and $0.8 million, respectively,
and interest income of $0.4 million and $1.3 million, respectively, from the subordinated notes of Saratoga CLO.
For
the six months ended August 31, 2022 and August 31, 2021, we accrued management fee income of $1.6 million and $1.6 million, respectively,
and interest income of $1.0 million and $2.4 million, respectively, from the subordinated notes of Saratoga CLO.
As of August 31, 2022, the aggregate principal amounts of the Company’s
investments in the subordinated notes and Class F-2-R-3 Notes of the Saratoga CLO was $111.0 million and $9.4 million, respectively, which
had a corresponding fair value of $23.4 million and $8.9 million, respectively. The Company determines the fair value of its investment
in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over
the life of Saratoga CLO. As of August 31, 2022, Saratoga CLO had investments with a principal balance of $653.4 million and a weighted
average spread over LIBOR of 3.7% and had debt with a principal balance of $611.0 million with a weighted average spread over LIBOR of
2.2%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest
expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated
notes. As of August 31, 2022, the present value of the projected future cash flows of the subordinated notes was approximately $23.4 million,
using a 18.0% discount rate. The Company’s total investment in the subordinate notes of Saratoga CLO is $57.8 million, which consists
of investments of $30 million in January 2008, $13.8 million in December 2018 and $14.0 million in February 2021; to date, the Company
has since received distributions of $76.1 million, management fees of $31.5 million and incentive fees of $1.2 million.
As
of February 28, 2022, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $28.7
million. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value
of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of February 28, 2022, the fair value of
its investment in the Class F-R-3 Notes was $9.4 million. As of February 28, 2022, Saratoga CLO had investments with a principal balance
of $660.2 million and a weighted average spread over LIBOR of 3.7% and had debt with a principal balance of $611.0 million with a weighted
average spread over LIBOR of 2.2%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on
its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company
as the holder of its subordinated notes. As of February 28, 2022, the present value of the projected future cash flows of the subordinated
notes was approximately $27.9 million, using a 15.0% discount rate.
Below
is certain financial information from the separate financial statements of Saratoga CLO as of August 31, 2022 (unaudited) and February
28, 2022 and for the three and six months ended August 31, 2022 (unaudited) and August 31, 2021 (unaudited).
Saratoga Investment Corp. CLO
2013-1, Ltd.
Statements of Assets
and Liabilities
| |
August 31,
2022 | | |
February 28,
2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
Investments at fair value | |
| | |
| |
Loans at fair value (amortized cost of $644,334,357 and $653,022,265, respectively) | |
$ | 604,030,601 | | |
$ | 638,929,660 | |
Equities at fair value (amortized cost of $0 and $0, respectively) | |
| - | | |
| 33,690 | |
Total investments at fair value (amortized cost of $644,334,357 and $653,022,265, respectively) | |
| 604,030,601 | | |
| 638,963,350 | |
Cash and cash equivalents | |
| 11,877,748 | | |
| 6,171,793 | |
Receivable from open trades | |
| 4,213,956 | | |
| 9,152,660 | |
Interest receivable (net of reserve of $261,203 and $0, respectively) | |
| 2,794,158 | | |
| 2,062,856 | |
Due from affiliate (See Note 7) | |
| 25,209 | | |
| - | |
Prepaid expenses and other assets | |
| 56,209 | | |
| 100,067 | |
Total assets | |
$ | 622,997,881 | | |
$ | 656,450,726 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Interest payable | |
$ | 3,521,003 | | |
$ | 1,659,776 | |
Payable from open trades | |
| 9,263,750 | | |
| 18,794,627 | |
Accrued base management fee | |
| 72,710 | | |
| 72,510 | |
Accrued subordinated management fee | |
| 290,841 | | |
| 290,040 | |
Accounts payable and accrued expenses | |
| 135,556 | | |
| 58,716 | |
Saratoga Investment Corp. CLO 2013-1, Ltd. Notes: | |
| | | |
| | |
Class A-1-R-3 Senior Secured Floating Rate Notes | |
| 357,500,000 | | |
| 357,500,000 | |
Class A-2-R-3 Senior Secured Floating Rate Notes | |
| 65,000,000 | | |
| 65,000,000 | |
Class B-FL-R-3 Senior Secured Floating Rate Notes | |
| 60,500,000 | | |
| 60,500,000 | |
Class B-FXD-R-3 Senior Secured Fixed Rate Notes | |
| 11,000,000 | | |
| 11,000,000 | |
Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes | |
| 26,000,000 | | |
| 26,000,000 | |
Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes | |
| 6,500,000 | | |
| 6,500,000 | |
Class D-R-3 Deferrable Mezzanine Floating Rate Notes | |
| 39,000,000 | | |
| 39,000,000 | |
Discount on Class D-R-3 Notes | |
| (256,168 | ) | |
| (268,301 | ) |
Class E-R-3 Deferrable Mezzanine Floating Rate Notes | |
| 27,625,000 | | |
| 27,625,000 | |
Discount on Class E-R-3 Notes | |
| (2,661,304 | ) | |
| (2,787,348 | ) |
Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes | |
| 8,500,000 | | |
| 8,500,000 | |
Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes | |
| 9,375,000 | | |
| 9,375,000 | |
Deferred debt financing costs | |
| (1,992,002 | ) | |
| (2,086,928 | ) |
Subordinated Notes | |
| 111,000,000 | | |
| 111,000,000 | |
Discount on Subordinated Notes | |
| (42,091,366 | ) | |
| (44,084,883 | ) |
Total liabilities | |
$ | 688,283,020 | | |
$ | 693,648,209 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
NET ASSETS | |
| | | |
| | |
Ordinary equity, par value $1.00, 250 ordinary shares authorized, 250 and 250 common shares issued and outstanding, respectively | |
$ | 250 | | |
$ | 250 | |
Total distributable earnings (loss) | |
| (65,285,389 | ) | |
| (37,197,733 | ) |
Total net assets | |
| (65,285,139 | ) | |
| (37,197,483 | ) |
Total liabilities and net assets | |
$ | 622,997,881 | | |
$ | 656,450,726 | |
See accompanying notes to financial statements
Saratoga
Investment Corp. CLO 2013-1, Ltd.
Statements of Operations
(unaudited)
| |
For the three months ended | | |
For the six months ended | |
| |
August 31,
2022 | | |
August 31,
2021 | | |
August 31,
2022 | | |
August 31,
2021 | |
INVESTMENT INCOME | |
| | |
| | |
| | |
| |
Total interest from investments | |
$ | 9,176,167 | | |
$ | 7,866,198 | | |
$ | 17,321,614 | | |
$ | 15,613,938 | |
Interest from cash and cash equivalents | |
| 6,105 | | |
| 119 | | |
| 6,105 | | |
| 691 | |
Other income | |
| 12,108 | | |
| 200,320 | | |
| 115,604 | | |
| 517,377 | |
Total investment income | |
| 9,194,380 | | |
| 8,066,637 | | |
| 17,443,323 | | |
| 16,132,006 | |
| |
| | | |
| | | |
| | | |
| | |
EXPENSES | |
| | | |
| | | |
| | | |
| | |
Interest and debt financing expenses | |
| 8,577,449 | | |
| 5,569,557 | | |
| 16,109,813 | | |
| 10,405,734 | |
Base management fee | |
| 163,405 | | |
| 162,925 | | |
| 326,598 | | |
| 326,571 | |
Subordinated management fee | |
| 653,619 | | |
| 651,697 | | |
| 1,306,390 | | |
| 1,306,283 | |
Professional fees | |
| 129,229 | | |
| 109,691 | | |
| 210,393 | | |
| 145,357 | |
Trustee expenses | |
| 64,742 | | |
| 121,329 | | |
| 132,828 | | |
| 121,329 | |
Other expense | |
| 113,216 | | |
| 54,156 | | |
| 151,305 | | |
| 113,939 | |
Total expenses | |
| 9,701,660 | | |
| 6,669,355 | | |
| 18,237,327 | | |
| 12,419,213 | |
NET INVESTMENT INCOME (LOSS) | |
| (507,280 | ) | |
| 1,397,282 | | |
| (794,004 | ) | |
| 3,712,793 | |
| |
| | | |
| | | |
| | | |
| | |
REALIZED AND UNREALIZED LOSS ON INVESTMENTS | |
| | | |
| | | |
| | | |
| | |
Net realized gain (loss) from investments | |
| (1,144,858 | ) | |
| 175,669 | | |
| (1,067,201 | ) | |
| (389,425 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| (1,544,463 | ) | |
| (662,095 | ) | |
| (26,226,451 | ) | |
| (1,143,192 | ) |
Net realized and unrealized gain (loss) on investments | |
| (2,689,321 | ) | |
| (486,426 | ) | |
| (27,293,652 | ) | |
| (1,532,617 | ) |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | |
$ | (3,196,601 | ) | |
$ | 910,856 | | |
$ | (28,087,656 | ) | |
$ | 2,180,176 | |
See accompanying notes to financial statements
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
August 31, 2022
(unaudited)
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
19TH HOLDINGS GOLF, LLC | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.39 | % | |
2/7/2029 | |
$ | 500,000 | | |
$ | 497,718 | | |
$ | 465,000 | |
888 Acquisitions Limited | |
Hotel, Gaming & Leisure | |
Term Loan B | |
Loan | |
6M USD SOFR+ | |
| 5.25 | % | |
| 0.00 | % | |
| 8.28 | % | |
7/8/2028 | |
| 2,000,000 | | |
| 1,702,661 | | |
| 1,723,340 | |
ADMI Corp. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.27 | % | |
4/30/2025 | |
| 1,920,276 | | |
| 1,916,024 | | |
| 1,803,734 | |
Adtalem Global Education Inc. | |
Services: Business | |
Term Loan B (02/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 6.37 | % | |
8/11/2028 | |
| 1,033,969 | | |
| 1,025,096 | | |
| 1,022,336 | |
Aegis Sciences Corporation | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 8.41 | % | |
5/9/2025 | |
| 2,441,552 | | |
| 2,431,668 | | |
| 2,370,747 | |
Agiliti Health Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan (1/19) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.13 | % | |
1/4/2026 | |
| 1,476,058 | | |
| 1,470,109 | | |
| 1,439,156 | |
Agiliti Health Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan (09/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.75 | % | |
| 5.13 | % | |
1/4/2026 | |
| 214,286 | | |
| 212,857 | | |
| 208,929 | |
AHEAD DB Holdings, LLC | |
Services: Business | |
Term Loan (04/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.01 | % | |
10/18/2027 | |
| 2,970,000 | | |
| 2,878,591 | | |
| 2,891,295 | |
AI Convoy (Luxembourg) S.a.r.l. | |
Aerospace & Defense | |
Term Loan B (USD) | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 5.05 | % | |
1/18/2027 | |
| 1,462,072 | | |
| 1,457,624 | | |
| 1,430,477 | |
Air Canada | |
Transportation: Consumer | |
Term Loan B (07/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 6.42 | % | |
8/11/2028 | |
| 2,000,000 | | |
| 1,851,463 | | |
| 1,930,360 | |
AIS HoldCo, LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.00 | % | |
| 7.81 | % | |
8/15/2025 | |
| 4,789,642 | | |
| 4,686,035 | | |
| 4,622,004 | |
Alchemy Copyrights, LLC | |
Media: Diversified & Production | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.37 | % | |
3/10/2028 | |
| 491,269 | | |
| 488,557 | | |
| 483,900 | |
Alchemy US Holdco 1, LLC | |
Metals & Mining | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 5.60 | % | |
10/10/2025 | |
| 1,654,803 | | |
| 1,642,240 | | |
| 1,582,819 | |
AlixPartners, LLP | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (01/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.27 | % | |
2/4/2028 | |
| 246,875 | | |
| 246,389 | | |
| 240,878 | |
Alkermes, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 4.88 | % | |
3/12/2026 | |
| 2,137,039 | | |
| 2,121,720 | | |
| 2,046,214 | |
Allen Media, LLC | |
Media: Diversified & Production | |
Term Loan (7/21) | |
Loan | |
3M USD SOFR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 7.70 | % | |
2/10/2027 | |
| 4,416,858 | | |
| 4,388,245 | | |
| 3,854,812 | |
Alliant Holdings Intermediate, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B4 | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.88 | % | |
11/5/2027 | |
| 992,500 | | |
| 991,536 | | |
| 964,710 | |
Allied Universal Holdco LLC | |
Services: Business | |
Term Loan 4/21 | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.27 | % | |
5/12/2028 | |
| 1,985,000 | | |
| 1,976,181 | | |
| 1,890,971 | |
Altisource Solutions S.a r.l. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (03/18) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.25 | % | |
4/3/2024 | |
| 1,223,297 | | |
| 1,220,817 | | |
| 1,010,138 | |
Altium Packaging LLC | |
Containers, Packaging & Glass | |
Term Loan (01/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.13 | % | |
1/29/2028 | |
| 493,750 | | |
| 491,725 | | |
| 477,397 | |
American Greetings Corporation | |
Media: Advertising, Printing & Publishing | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 1.00 | % | |
| 6.88 | % | |
4/6/2024 | |
| 3,012,861 | | |
| 3,011,294 | | |
| 2,967,668 | |
American Trailer World Corp | |
Automotive | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.31 | % | |
3/3/2028 | |
| 1,980,000 | | |
| 1,975,170 | | |
| 1,843,380 | |
AmWINS Group, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.75 | % | |
| 4.77 | % | |
2/17/2028 | |
| 1,970,012 | | |
| 1,949,039 | | |
| 1,921,214 | |
Anastasia Parent LLC | |
Consumer goods: Non-durable | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.00 | % | |
8/11/2025 | |
| 962,500 | | |
| 960,273 | | |
| 779,625 | |
Anchor Glass Container Corporation | |
Containers, Packaging & Glass | |
Term Loan (07/17) | |
Loan | |
3M USD LIBOR+ | |
| 2.75 | % | |
| 1.00 | % | |
| 5.10 | % | |
12/7/2023 | |
| 472,625 | | |
| 472,098 | | |
| 374,437 | |
ANI Pharmaceuticals, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 6.00 | % | |
| 0.75 | % | |
| 8.52 | % | |
11/19/2027 | |
| 2,985,000 | | |
| 2,933,021 | | |
| 2,858,138 | |
AP Core Holdings II LLC | |
High Tech Industries | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 8.02 | % | |
9/1/2027 | |
| 500,000 | | |
| 493,572 | | |
| 472,915 | |
AP Core Holdings II LLC | |
High Tech Industries | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 8.02 | % | |
9/1/2027 | |
| 1,925,000 | | |
| 1,900,214 | | |
| 1,817,200 | |
APEX GROUP TREASURY LIMITED | |
Banking, Finance, Insurance & Real Estate | |
Term Loan Incremental | |
Loan | |
1M USD SOFR+ | |
| 5.00 | % | |
| 0.50 | % | |
| 6.73 | % | |
7/27/2028 | |
| 500,000 | | |
| 467,500 | | |
| 488,125 | |
APi Group DE, Inc. (J2 Acquisition) | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
10/1/2026 | |
| 1,928,237 | | |
| 1,921,239 | | |
| 1,896,305 | |
APLP Holdings Limited Partnership | |
Energy: Electricity | |
Term Loan B (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 6.00 | % | |
5/14/2027 | |
| 577,859 | | |
| 573,198 | | |
| 571,000 | |
Apollo Commercial Real Estate Finance, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.27 | % | |
5/15/2026 | |
| 2,954,315 | | |
| 2,925,168 | | |
| 2,836,142 | |
Apollo Commercial Real Estate Finance, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B1 (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.94 | % | |
3/6/2028 | |
| 987,500 | | |
| 979,308 | | |
| 948,000 | |
AppLovin Corporation | |
High Tech Industries | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.50 | % | |
8/15/2025 | |
| 984,694 | | |
| 984,694 | | |
| 964,646 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate (All In) | | |
Maturity Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
AppLovin Corporation | |
High Tech Industries | |
Term Loan (10/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.25 | % | |
10/21/2028 | |
| 1,496,250 | | |
| 1,492,933 | | |
| 1,452,305 | |
Aramark Corporation | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
1/15/2027 | |
| 2,331,250 | | |
| 2,274,480 | | |
| 2,269,472 | |
Aramark Corporation | |
Services: Consumer | |
Term Loan B (4/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
4/1/2028 | |
| 1,753,715 | | |
| 1,746,448 | | |
| 1,740,562 | |
ARC FALCON I INC. (a) | |
Chemicals, Plastics, & Rubber | |
Delayed Draw Term Loan | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
9/29/2028 | |
| - | | |
| (556 | ) | |
| (7,112 | ) |
ARC FALCON I INC. | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.27 | % | |
9/23/2028 | |
| 868,248 | | |
| 864,411 | | |
| 819,774 | |
Arches Buyer Inc. | |
Services: Consumer | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 5.77 | % | |
12/6/2027 | |
| 1,484,848 | | |
| 1,476,025 | | |
| 1,399,782 | |
Arctic Glacier U.S.A., Inc. | |
Beverage, Food & Tobacco | |
Term Loan (3/18) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.51 | % | |
3/20/2024 | |
| - | | |
| 6,733 | | |
| - | |
Aretec Group, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/18) | |
Loan | |
1M USD SOFR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 6.71 | % | |
10/1/2025 | |
| 1,926,183 | | |
| 1,922,154 | | |
| 1,880,437 | |
ASP BLADE HOLDINGS, INC. | |
Capital Equipment | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 6.52 | % | |
10/7/2028 | |
| 99,529 | | |
| 99,091 | | |
| 92,705 | |
Asplundh Tree Expert, LLC | |
Services: Business | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
9/7/2027 | |
| 982,500 | | |
| 978,862 | | |
| 966,947 | |
AssuredPartners Capital, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (2/20) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 6.02 | % | |
2/12/2027 | |
| 994,898 | | |
| 991,383 | | |
| 966,543 | |
Assuredpartners Inc. | |
Banking, Finance, Insurance & Real Estate | |
Incremental Term Loan (7/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.02 | % | |
2/12/2027 | |
| 990,000 | | |
| 990,000 | | |
| 960,607 | |
Assuredpartners Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.96 | % | |
2/12/2027 | |
| 498,750 | | |
| 497,674 | | |
| 484,566 | |
ASTRO ONE ACQUISITION CORPORATION | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 7.75 | % | |
9/15/2028 | |
| 2,985,000 | | |
| 2,958,780 | | |
| 2,497,460 | |
Asurion, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B8 | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.77 | % | |
12/18/2026 | |
| 2,979,985 | | |
| 2,970,313 | | |
| 2,724,570 | |
Asurion, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B10 | |
Loan | |
1M USD SOFR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 6.40 | % | |
8/19/2028 | |
| 2,000,000 | | |
| 1,900,276 | | |
| 1,863,340 | |
ATHENAHEALTH GROUP INC. (a) | |
Healthcare & Pharmaceuticals | |
Delayed Draw Term Loan (02/22) | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
2/15/2029 | |
| - | | |
| - | | |
| (9,783 | ) |
ATHENAHEALTH GROUP INC. | |
Healthcare & Pharmaceuticals | |
Term Loan B (2/22) | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.80 | % | |
2/15/2029 | |
| 1,282,609 | | |
| 1,276,829 | | |
| 1,224,891 | |
Avast Software S.R.O. (Sybil Finance) | |
High Tech Industries | |
Term Loan (Sybil Software) | |
Loan | |
3M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.00 | % | |
3/22/2028 | |
| 1,875,000 | | |
| 1,871,036 | | |
| 1,865,231 | |
Avaya, Inc. | |
Telecommunications | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 6.64 | % | |
12/15/2027 | |
| 1,755,766 | | |
| 1,748,093 | | |
| 992,008 | |
Avaya, Inc. | |
Telecommunications | |
Term Loan B-2 (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 6.39 | % | |
12/15/2027 | |
| 1,000,000 | | |
| 1,000,000 | | |
| 559,380 | |
Avison Young (Canada) Inc | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.75 | % | |
| 0.00 | % | |
| 8.00 | % | |
1/31/2026 | |
| 3,388,438 | | |
| 3,357,091 | | |
| 3,219,016 | |
Avison Young (Canada) Inc | |
Services: Business | |
Term Loan (08/22) | |
Loan | |
1M USD SOFR+ | |
| 7.00 | % | |
| 0.00 | % | |
| 9.49 | % | |
1/31/2026 | |
| 750,000 | | |
| 705,347 | | |
| 716,250 | |
Avolon TLB Borrower 1 (US) LLC | |
Capital Equipment | |
Term Loan B3 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.75 | % | |
| 4.12 | % | |
1/15/2025 | |
| 1,000,000 | | |
| 916,194 | | |
| 983,330 | |
Avolon TLB Borrower 1 (US) LLC | |
Capital Equipment | |
Term Loan B5 (7/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.50 | % | |
| 4.62 | % | |
12/1/2027 | |
| 492,500 | | |
| 488,674 | | |
| 483,512 | |
AZURITY PHARMACEUTICALS, INC. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 6.00 | % | |
| 0.75 | % | |
| 8.31 | % | |
9/20/2027 | |
| 487,500 | | |
| 474,379 | | |
| 433,875 | |
B&G Foods, Inc. | |
Beverage, Food & Tobacco | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
10/10/2026 | |
| 706,458 | | |
| 702,199 | | |
| 673,121 | |
B.C. Unlimited Liability Co (Burger King) | |
Beverage, Food & Tobacco | |
Term Loan B4 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
11/19/2026 | |
| 1,462,500 | | |
| 1,434,644 | | |
| 1,418,318 | |
BAKELITE UK INTERMEDIATE LTD. | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 6.16 | % | |
2/1/2029 | |
| 1,000,000 | | |
| 995,200 | | |
| 955,000 | |
Baldwin Risk Partners, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.88 | % | |
10/14/2027 | |
| 1,232,550 | | |
| 1,220,752 | | |
| 1,200,196 | |
Bausch Health Companies Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B (1/22) | |
Loan | |
1M USD SOFR+ | |
| 5.25 | % | |
| 0.50 | % | |
| 7.66 | % | |
2/1/2027 | |
| 2,000,000 | | |
| 1,795,000 | | |
| 1,590,000 | |
BCPE Empire Holdings, Inc. | |
Services: Business | |
Term Loan Amendment 3 | |
Loan | |
1M USD SOFR+ | |
| 4.63 | % | |
| 0.00 | % | |
| 7.18 | % | |
6/11/2026 | |
| 498,750 | | |
| 481,970 | | |
| 482,541 | |
Belfor Holdings Inc. | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 6.52 | % | |
4/6/2026 | |
| 246,819 | | |
| 246,653 | | |
| 243,117 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Belfor Holdings Inc. | |
Services: Consumer | |
Term Loan B-2 (3/22) | |
Loan | |
1M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 6.71 | % | |
4/6/2026 | |
| 1,000,000 | | |
| 972,460 | | |
| 985,000 | |
Belron Finance US LLC | |
Automotive | |
Term Loan B (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 5.38 | % | |
4/13/2028 | |
| 1,975,000 | | |
| 1,958,729 | | |
| 1,942,294 | |
Bengal Debt Merger Sub LLC | |
Beverage, Food & Tobacco | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 5.68 | % | |
1/24/2029 | |
| 2,000,000 | | |
| 1,998,507 | | |
| 1,914,280 | |
Blackstone Mortgage Trust, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (6/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.27 | % | |
4/23/2026 | |
| 1,472,597 | | |
| 1,464,443 | | |
| 1,424,738 | |
Blackstone Mortgage Trust, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.77 | % | |
4/23/2026 | |
| 984,810 | | |
| 979,466 | | |
| 951,573 | |
Blucora, Inc. | |
Services: Consumer | |
Term Loan (11/17) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.25 | % | |
5/22/2024 | |
| 2,287,052 | | |
| 2,283,201 | | |
| 2,269,899 | |
Blue Tree Holdings, Inc. | |
Chemicals, Plastics, & Rubber | |
Term Loan (2/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 4.76 | % | |
3/4/2028 | |
| 987,500 | | |
| 985,520 | | |
| 957,875 | |
Bombardier Recreational Products, Inc. | |
Consumer goods: Durable | |
Term Loan (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 4.52 | % | |
5/24/2027 | |
| 1,462,549 | | |
| 1,455,033 | | |
| 1,408,801 | |
Boxer Parent Company, Inc. | |
High Tech Industries | |
Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.12 | % | |
10/2/2025 | |
| 519,820 | | |
| 519,820 | | |
| 500,675 | |
Bracket Intermediate Holding Corp | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 6.54 | % | |
9/5/2025 | |
| 962,500 | | |
| 960,298 | | |
| 940,844 | |
BrightSpring Health Services
(Phoenix Guarantor) | |
Healthcare & Pharmaceuticals | |
Term Loan B-3 | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 5.94 | % | |
3/5/2026 | |
| 987,500 | | |
| 987,500 | | |
| 954,419 | |
BroadStreet Partners, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B3 | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 5.52 | % | |
1/22/2027 | |
| 2,963,947 | | |
| 2,959,109 | | |
| 2,870,256 | |
Brookfield WEC Holdings Inc. | |
Energy: Electricity | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.27 | % | |
8/1/2025 | |
| 1,470,075 | | |
| 1,471,797 | | |
| 1,433,147 | |
BROWN GROUP HOLDING, LLC | |
Aerospace & Defense | |
Term Loan B-2 | |
Loan | |
1M USD SOFR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.21 | % | |
6/8/2029 | |
| 500,000 | | |
| 487,659 | | |
| 492,410 | |
Buckeye Partners, L.P. | |
Utilities: Oil & Gas | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.62 | % | |
11/1/2026 | |
| 1,960,138 | | |
| 1,949,299 | | |
| 1,927,168 | |
BW Gas & Convenience Holdings LLC | |
Beverage, Food & Tobacco | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.02 | % | |
3/31/2028 | |
| 2,475,000 | | |
| 2,454,497 | | |
| 2,376,000 | |
Callaway Golf Company | |
Retail | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.00 | % | |
| 7.02 | % | |
1/4/2026 | |
| 678,750 | | |
| 671,259 | | |
| 676,490 | |
Camping World, Inc. | |
Retail | |
Term Loan B (5/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.75 | % | |
| 4.99 | % | |
6/5/2028 | |
| 2,500,000 | | |
| 2,263,750 | | |
| 2,332,825 | |
CareerBuilder, LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 6.75 | % | |
| 1.00 | % | |
| 9.00 | % | |
7/31/2023 | |
| 5,393,388 | | |
| 5,296,559 | | |
| 3,437,152 | |
CareStream Health, Inc. | |
Containers, Packaging & Glass | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 6.52 | % | |
7/18/2026 | |
| 982,278 | | |
| 975,165 | | |
| 958,949 | |
Casa Systems, Inc | |
Telecommunications | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.25 | % | |
12/20/2023 | |
| 1,383,625 | | |
| 1,380,672 | | |
| 1,170,893 | |
Castle US Holding Corporation | |
Media: Advertising, Printing & Publishing | |
Term Loan B (USD) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.27 | % | |
1/27/2027 | |
| 1,971,757 | | |
| 1,961,464 | | |
| 1,651,347 | |
CBI BUYER, INC. | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 5.65 | % | |
1/6/2028 | |
| 2,984,962 | | |
| 2,816,427 | | |
| 2,703,868 | |
CCC Intelligent Solutions Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 2.25 | % | |
| 0.50 | % | |
| 4.50 | % | |
9/16/2028 | |
| 248,750 | | |
| 248,206 | | |
| 243,360 | |
CCI Buyer, Inc | |
Telecommunications | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 6.05 | % | |
12/17/2027 | |
| 246,875 | | |
| 244,910 | | |
| 237,000 | |
CCRR Parent, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.01 | % | |
3/5/2028 | |
| 987,500 | | |
| 983,313 | | |
| 957,875 | |
CCS-CMGC Holdings, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 8.02 | % | |
9/25/2025 | |
| 2,412,500 | | |
| 2,400,790 | | |
| 2,346,156 | |
CDK GLOBAL, INC. | |
High Tech Industries | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 6.61 | % | |
7/6/2029 | |
| 1,000,000 | | |
| 970,484 | | |
| 973,470 | |
Cengage Learning, Inc. | |
Media: Advertising, Printing & Publishing | |
Term Loan B (6/21) | |
Loan | |
6M USD LIBOR+ | |
| 4.75 | % | |
| 1.00 | % | |
| 7.81 | % | |
7/14/2026 | |
| 2,977,500 | | |
| 2,953,751 | | |
| 2,808,408 | |
CENTURI GROUP, INC. | |
Construction & Building | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 5.02 | % | |
8/27/2028 | |
| 883,330 | | |
| 875,628 | | |
| 859,868 | |
CenturyLink, Inc. | |
Telecommunications | |
Term Loan B (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.77 | % | |
3/15/2027 | |
| 3,909,849 | | |
| 3,904,921 | | |
| 3,675,258 | |
Charlotte Buyer, Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 5.25 | % | |
| 0.00 | % | |
| 7.98 | % | |
2/3/2028 | |
| 1,500,000 | | |
| 1,395,658 | | |
| 1,436,250 | |
Chemours Company, (The) | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.28 | % | |
4/3/2025 | |
| 910,346 | | |
| 880,516 | | |
| 886,450 | |
Churchill Downs Incorporated | |
Hotel, Gaming & Leisure | |
Term Loan B1 (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 4.53 | % | |
3/17/2028 | |
| 493,750 | | |
| 492,743 | | |
| 483,875 | |
CIMPRESS PUBLIC LIMITED COMPANY | |
Media: Advertising, Printing & Publishing | |
USD Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.02 | % | |
5/17/2028 | |
| 1,990,000 | | |
| 1,895,264 | | |
| 1,895,475 | |
CITADEL SECURITIES LP | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (01/21) | |
Loan | |
1M USD SOFR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.07 | % | |
2/2/2028 | |
| 4,937,500 | | |
| 4,933,271 | | |
| 4,823,345 | |
Issuer
Name | |
Industry | |
Asset Name | |
Asset
Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate (All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Clarios Global
LP | |
Automotive | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.77 | % | |
4/30/2026 | |
| 1,267,812 | | |
| 1,260,246 | | |
| 1,232,313 | |
Claros Mortgage Trust, Inc | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B-1 (11/21) | |
Loan | |
1M USD SOFR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 6.89 | % | |
8/9/2026 | |
| 3,457,336 | | |
| 3,437,160 | | |
| 3,362,259 | |
CLYDESDALE ACQUISITION HOLDINGS,
INC. | |
Containers, Packaging & Glass | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 4.18 | % | |
| 0.50 | % | |
| 6.73 | % | |
4/13/2029 | |
| 1,500,000 | | |
| 1,464,024 | | |
| 1,445,370 | |
Cole Haan | |
Consumer goods: Non-durable | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 8.02 | % | |
2/7/2025 | |
| 900,000 | | |
| 895,403 | | |
| 801,000 | |
Columbus McKinnon Corporation | |
Capital Equipment | |
Term Loan (4/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.06 | % | |
5/14/2028 | |
| 468,182 | | |
| 467,216 | | |
| 461,159 | |
Conduent, Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 6.77 | % | |
10/16/2028 | |
| 995,000 | | |
| 986,079 | | |
| 961,001 | |
Connect Finco SARL | |
Telecommunications | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 6.03 | % | |
12/11/2026 | |
| 2,932,500 | | |
| 2,820,172 | | |
| 2,840,859 | |
Consolidated Communications,
Inc. | |
Telecommunications | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 6.00 | % | |
10/2/2027 | |
| 2,714,005 | | |
| 2,502,915 | | |
| 2,417,174 | |
CORAL-US CO-BORROWER LLC | |
Telecommunications | |
Term Loan B-5 | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.64 | % | |
1/31/2028 | |
| 4,000,000 | | |
| 3,987,745 | | |
| 3,843,000 | |
Corelogic, Inc. | |
Services: Business | |
Term Loan (4/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.02 | % | |
6/2/2028 | |
| 2,481,250 | | |
| 2,470,591 | | |
| 2,124,570 | |
Cortes NP Acquisition Corp
(Vertiv) | |
Capital Equipment | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.11 | % | |
3/2/2027 | |
| 1,970,000 | | |
| 1,970,000 | | |
| 1,895,298 | |
COWEN INC. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 4.63 | % | |
3/24/2028 | |
| 3,947,443 | | |
| 3,926,096 | | |
| 3,937,575 | |
Creative Artists Agency, LLC | |
Media: Diversified & Production | |
Term Loan B2 (6/22) | |
Loan | |
1M USD SOFR+ | |
| 4.25 | % | |
| 1.00 | % | |
| 6.58 | % | |
11/27/2026 | |
| 500,000 | | |
| 481,849 | | |
| 496,250 | |
CROCS INC | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
6M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.45 | % | |
2/20/2029 | |
| 2,992,500 | | |
| 2,876,557 | | |
| 2,876,541 | |
Cross Financial Corp | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 6.56 | % | |
9/15/2027 | |
| 495,000 | | |
| 494,516 | | |
| 485,100 | |
Crown Subsea Communications
Holding, Inc. | |
Construction & Building | |
Term Loan (4/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.75 | % | |
| 0.75 | % | |
| 7.12 | % | |
4/27/2027 | |
| 2,404,110 | | |
| 2,384,446 | | |
| 2,339,992 | |
CSC Holdings LLC (Neptune Finco
Corp.) | |
Media: Broadcasting & Subscription | |
Term Loan B (03/17) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.64 | % | |
7/15/2025 | |
| 1,923,858 | | |
| 1,911,748 | | |
| 1,860,140 | |
CSC Holdings LLC (Neptune Finco
Corp.) | |
Media: Broadcasting & Subscription | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.64 | % | |
1/15/2026 | |
| 482,500 | | |
| 481,950 | | |
| 466,418 | |
CSC Holdings LLC (Neptune Finco
Corp.) | |
Media: Broadcasting & Subscription | |
Term Loan B-5 | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 4.89 | % | |
4/15/2027 | |
| 487,500 | | |
| 487,500 | | |
| 469,321 | |
CTS Midco, LLC | |
High Tech Industries | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 6.00 | % | |
| 1.00 | % | |
| 8.81 | % | |
11/2/2027 | |
| 1,970,000 | | |
| 1,924,044 | | |
| 1,871,500 | |
Daseke Inc | |
Transportation: Cargo | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 6.37 | % | |
3/5/2028 | |
| 1,481,250 | | |
| 1,475,172 | | |
| 1,433,732 | |
Dave & Buster’s Inc. | |
Hotel, Gaming & Leisure | |
Term Loan B (04/22) | |
Loan | |
1M USD SOFR+ | |
| 5.00 | % | |
| 0.50 | % | |
| 7.56 | % | |
6/29/2029 | |
| 1,000,000 | | |
| 950,693 | | |
| 975,830 | |
DCert Buyer, Inc. | |
High Tech Industries | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 6.90 | % | |
10/16/2026 | |
| 1,477,330 | | |
| 1,477,330 | | |
| 1,435,064 | |
Dealer Tire, LLC | |
Automotive | |
Term Loan B-1 | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
12/12/2025 | |
| - | | |
| 3,271 | | |
| - | |
Delek US Holdings, Inc. | |
Utilities: Oil & Gas | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.77 | % | |
3/31/2025 | |
| 6,282,700 | | |
| 6,247,776 | | |
| 6,121,172 | |
DexKo Global, Inc. (Dragon
Merger) | |
Automotive | |
Term Loan (9/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.00 | % | |
10/4/2028 | |
| 997,500 | | |
| 993,803 | | |
| 952,613 | |
Diamond Sports Group, LLC | |
Media: Broadcasting & Subscription | |
1st Priority Term Loan | |
Loan | |
1M USD SOFR+ | |
| 8.00 | % | |
| 1.00 | % | |
| 10.39 | % | |
5/25/2026 | |
| 344,068 | | |
| 334,615 | | |
| 323,317 | |
Diamond Sports Group, LLC | |
Media: Broadcasting & Subscription | |
Second Lien Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.64 | % | |
8/24/2026 | |
| 3,391,925 | | |
| 2,990,484 | | |
| 615,397 | |
DIRECTV FINANCING, LLC | |
Media: Broadcasting & Subscription | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 7.52 | % | |
8/2/2027 | |
| 3,730,000 | | |
| 3,698,538 | | |
| 3,561,218 | |
DISCOVERY PURCHASER CORPORATION | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 4.38 | % | |
| 0.50 | % | |
| 6.66 | % | |
8/4/2029 | |
| 1,500,000 | | |
| 1,380,000 | | |
| 1,404,375 | |
Dispatch Acquisition Holdings,
LLC | |
Environmental Industries | |
Term Loan B (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 6.50 | % | |
3/25/2028 | |
| 495,000 | | |
| 490,975 | | |
| 455,400 | |
DOMTAR CORPORATION | |
Forest Products & Paper | |
Term Loan 9/21 | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 7.88 | % | |
11/30/2028 | |
| 836,442 | | |
| 828,718 | | |
| 794,101 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
DRI HOLDING INC. | |
Media: Advertising, Printing & Publishing | |
Term Loan (12/21) | |
Loan | |
1M USD LIBOR+ | |
| 5.25 | % | |
| 0.50 | % | |
| 7.77 | % | |
12/15/2028 | |
| 3,992,500 | | |
| 3,840,856 | | |
| 3,528,372 | |
DRW Holdings, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.27 | % | |
3/1/2028 | |
| 6,435,000 | | |
| 6,393,630 | | |
| 6,187,639 | |
DTZ U.S. Borrower, LLC | |
Construction & Building | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.27 | % | |
8/21/2025 | |
| 3,856,286 | | |
| 3,847,221 | | |
| 3,750,239 | |
EAB Global, Inc. | |
Services: Business | |
Term Loan (08/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.31 | % | |
8/16/2028 | |
| 995,000 | | |
| 990,615 | | |
| 955,449 | |
Echo Global Logistics, Inc. | |
Services: Business | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.02 | % | |
11/23/2028 | |
| 1,995,000 | | |
| 1,990,717 | | |
| 1,876,298 | |
Edelman Financial Group Inc., The | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 6.02 | % | |
4/7/2028 | |
| 2,199,656 | | |
| 2,192,530 | | |
| 2,106,963 | |
Electrical Components Inter., Inc. | |
Capital Equipment | |
Term Loan (6/18) | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 6.77 | % | |
6/26/2025 | |
| 1,898,396 | | |
| 1,898,396 | | |
| 1,779,746 | |
ELECTRON BIDCO INC. | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.52 | % | |
11/1/2028 | |
| 498,750 | | |
| 496,532 | | |
| 485,503 | |
ELO Touch Solutions, Inc. | |
Media: Diversified & Production | |
Term Loan (12/18) | |
Loan | |
1M USD LIBOR+ | |
| 6.50 | % | |
| 0.00 | % | |
| 9.02 | % | |
12/14/2025 | |
| 2,175,269 | | |
| 2,112,860 | | |
| 2,113,643 | |
Embecta Corp | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.05 | % | |
3/30/2029 | |
| 618,016 | | |
| 614,508 | | |
| 603,079 | |
Endo Luxembourg Finance Company I S.a.r.l. | |
Healthcare & Pharmaceuticals | |
Term Loan (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 9.50 | % | |
3/27/2028 | |
| 2,335,285 | | |
| 2,327,697 | | |
| 2,034,617 | |
Endure Digital, Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 5.87 | % | |
2/10/2028 | |
| 2,475,000 | | |
| 2,465,018 | | |
| 2,315,684 | |
Envision Healthcare Corporation | |
Healthcare & Pharmaceuticals | |
Term Loan B (06/18) | |
Loan | |
2M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.56 | % | |
10/10/2025 | |
| 4,819,794 | | |
| 4,815,720 | | |
| 1,247,893 | |
EOS U.S. FINCO LLC | |
Transportation: Cargo | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 6.00 | % | |
| 0.50 | % | |
| 8.28 | % | |
8/3/2029 | |
| 1,000,000 | | |
| 920,000 | | |
| 950,000 | |
Equiniti Group PLC | |
Services: Business | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 6.75 | % | |
12/11/2028 | |
| 995,000 | | |
| 986,049 | | |
| 975,100 | |
EyeCare Partners, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.00 | % | |
2/18/2027 | |
| 1,958,020 | | |
| 1,957,907 | | |
| 1,817,454 | |
Finco I LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (9/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
6/27/2025 | |
| 2,830,950 | | |
| 2,826,428 | | |
| 2,798,224 | |
First Brands Group, LLC | |
Automotive | |
1st Lien Term Loan (3/21) | |
Loan | |
6M USD SOFR+ | |
| 5.00 | % | |
| 1.00 | % | |
| 8.37 | % | |
3/30/2027 | |
| 4,937,500 | | |
| 4,872,354 | | |
| 4,772,390 | |
First Eagle Investment Management | |
Banking, Finance, Insurance & Real Estate | |
Refinancing Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 4.75 | % | |
2/1/2027 | |
| 5,173,392 | | |
| 5,159,258 | | |
| 4,942,452 | |
First Student Bidco Inc. | |
Transportation: Consumer | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.23 | % | |
7/21/2028 | |
| 726,740 | | |
| 722,197 | | |
| 697,671 | |
First Student Bidco Inc. | |
Transportation: Consumer | |
Term Loan C | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.23 | % | |
7/21/2028 | |
| 269,608 | | |
| 267,922 | | |
| 258,824 | |
Fitness International, LLC (LA Fitness) | |
Services: Consumer | |
Term Loan B (4/18) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 1.00 | % | |
| 5.77 | % | |
4/18/2025 | |
| 1,330,058 | | |
| 1,326,257 | | |
| 1,245,826 | |
FOCUS FINANCIAL PARTNERS, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 4.52 | % | |
7/3/2024 | |
| 492,308 | | |
| 491,986 | | |
| 484,716 | |
Franchise Group, Inc. | |
Services: Consumer | |
First Out Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.75 | % | |
| 0.75 | % | |
| 6.50 | % | |
3/10/2026 | |
| 799,104 | | |
| 793,201 | | |
| 774,467 | |
Franklin Square Holdings, L.P. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.81 | % | |
8/1/2025 | |
| 4,331,233 | | |
| 4,314,733 | | |
| 4,255,436 | |
Froneri International (R&R Ice Cream) | |
Beverage, Food & Tobacco | |
Term Loan B-2 | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.77 | % | |
1/29/2027 | |
| 1,960,000 | | |
| 1,956,965 | | |
| 1,885,677 | |
Garrett LX III S.a r.l. | |
Automotive | |
Dollar Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 6.06 | % | |
4/30/2028 | |
| 1,488,750 | | |
| 1,482,578 | | |
| 1,455,253 | |
Gemini HDPE LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan B (12/20) | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.81 | % | |
12/31/2027 | |
| 2,341,715 | | |
| 2,326,803 | | |
| 2,296,052 | |
General Nutrition Centers, Inc. | |
Retail | |
Second Lien Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 6.00 | % | |
| 0.00 | % | |
| 8.39 | % | |
10/7/2026 | |
| 365,225 | | |
| 365,225 | | |
| 332,355 | |
Genesee & Wyoming, Inc. | |
Transportation: Cargo | |
Term Loan (11/19) | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 4.25 | % | |
12/30/2026 | |
| 1,466,250 | | |
| 1,461,603 | | |
| 1,432,922 | |
GGP Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.96 | % | |
8/27/2025 | |
| 3,093,297 | | |
| 2,685,635 | | |
| 3,041,732 | |
Global Tel*Link Corporation | |
Telecommunications | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 7.06 | % | |
11/29/2025 | |
| 4,923,145 | | |
| 4,755,928 | | |
| 4,523,140 | |
Issuer
Name | |
Industry | |
Asset Name | |
Asset
Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate (All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Go Daddy Operating
Company, LLC | |
High Tech Industries | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 4.37 | % | |
8/10/2027 | |
| 1,969,849 | | |
| 1,969,849 | | |
| 1,932,501 | |
GOLDEN WEST PACKAGING GROUP
LLC | |
Forest Products & Paper | |
Term Loan (11/21) | |
Loan | |
1M USD LIBOR+ | |
| 5.25 | % | |
| 0.75 | % | |
| 7.62 | % | |
12/1/2027 | |
| 1,987,500 | | |
| 1,969,794 | | |
| 1,927,875 | |
Graham Packaging Co Inc | |
Containers, Packaging & Glass | |
Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 5.52 | % | |
8/7/2027 | |
| 967,415 | | |
| 962,087 | | |
| 943,230 | |
Great Outdoors Group, LLC | |
Retail | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.27 | % | |
3/6/2028 | |
| 985,056 | | |
| 980,871 | | |
| 951,564 | |
Greenhill & Co., Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 6.32 | % | |
4/12/2024 | |
| 2,844,231 | | |
| 2,832,362 | | |
| 2,773,125 | |
Griffon Corporation | |
Consumer goods: Durable | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 4.98 | % | |
1/24/2029 | |
| 155,625 | | |
| 155,277 | | |
| 151,085 | |
Grosvenor Capital Management
Holdings, LLLP | |
Banking, Finance, Insurance & Real Estate | |
Amendment 5 Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 5.02 | % | |
2/24/2028 | |
| 3,851,241 | | |
| 3,848,423 | | |
| 3,780,224 | |
Harbor Freight Tools USA, Inc. | |
Retail | |
Term Loan B (06/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.27 | % | |
10/19/2027 | |
| 3,456,030 | | |
| 3,436,409 | | |
| 3,294,392 | |
Harland Clarke Holdings Corp. | |
Media: Advertising, Printing & Publishing | |
Term Loan (08/21) | |
Loan | |
3M USD LIBOR+ | |
| 7.75 | % | |
| 1.00 | % | |
| 10.00 | % | |
6/16/2026 | |
| 1,221,522 | | |
| 1,219,887 | | |
| 917,840 | |
Helix Gen Funding, LLc | |
Energy: Electricity | |
Term Loan B (02/17) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 6.27 | % | |
6/3/2024 | |
| 212,687 | | |
| 212,626 | | |
| 199,187 | |
Hillman Group Inc. (The) (New)
(a) | |
Consumer goods: Durable | |
Delayed Draw Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.19 | % | |
7/14/2028 | |
| 67,004 | | |
| 67,004 | | |
| 41,703 | |
Hillman Group Inc. (The) (New) | |
Consumer goods: Durable | |
Term Loan B-1 (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.19 | % | |
7/14/2028 | |
| 3,496,783 | | |
| 3,489,827 | | |
| 3,391,879 | |
HLF Financing SARL (Herbalife) | |
Consumer goods: Non-durable | |
Term Loan B (08/18) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
8/18/2025 | |
| 3,530,000 | | |
| 3,522,471 | | |
| 3,426,324 | |
Holley Purchaser, Inc | |
Automotive | |
Term Loan (11/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.71 | % | |
11/17/2028 | |
| 2,329,821 | | |
| 2,320,465 | | |
| 2,185,372 | |
Howden Group Holdings | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 5.81 | % | |
11/12/2027 | |
| 2,163,171 | | |
| 2,154,084 | | |
| 2,104,852 | |
Hudson River Trading LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (3/21) | |
Loan | |
3M USD SOFR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 6.16 | % | |
3/17/2028 | |
| 5,925,000 | | |
| 5,876,263 | | |
| 5,451,000 | |
Idera, Inc. | |
High Tech Industries | |
Term Loan (02/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.13 | % | |
3/2/2028 | |
| 4,835,595 | | |
| 4,825,855 | | |
| 4,660,305 | |
IMA Financial Group, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.27 | % | |
11/1/2028 | |
| 1,990,000 | | |
| 1,981,214 | | |
| 1,924,091 | |
INDY US BIDCO, LLC | |
Services: Business | |
Term Loan (11/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.27 | % | |
3/6/2028 | |
| 2,226,922 | | |
| 2,226,557 | | |
| 2,124,862 | |
INEOS US PETROCHEM LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.27 | % | |
1/29/2026 | |
| 1,990,000 | | |
| 1,931,622 | | |
| 1,938,598 | |
Informatica Inc. | |
High Tech Industries | |
Term Loan B (10/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.31 | % | |
10/27/2028 | |
| 498,750 | | |
| 498,239 | | |
| 485,658 | |
Ingram Micro Inc. | |
High Tech Industries | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.75 | % | |
6/30/2028 | |
| 1,485,000 | | |
| 1,472,113 | | |
| 1,425,600 | |
Inmar Acquisition Sub, Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.52 | % | |
5/1/2024 | |
| 3,368,401 | | |
| 3,335,107 | | |
| 3,251,349 | |
Innophos, Inc. | |
Chemicals, Plastics, & Rubber | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.77 | % | |
2/4/2027 | |
| 488,750 | | |
| 487,133 | | |
| 478,364 | |
INSTANT BRANDS HOLDINGS INC. | |
Consumer goods: Durable | |
Term Loan 4/21 | |
Loan | |
6M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 7.08 | % | |
4/7/2028 | |
| 4,197,850 | | |
| 4,178,402 | | |
| 3,211,355 | |
INSTRUCTURE HOLDINGS, INC. | |
High Tech Industries | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 6.12 | % | |
10/30/2028 | |
| 498,750 | | |
| 497,660 | | |
| 488,775 | |
Isagenix International, LLC | |
Beverage, Food & Tobacco | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 7.93 | % | |
6/14/2025 | |
| 2,330,036 | | |
| 2,308,136 | | |
| 1,048,516 | |
Ivory Merger Sub, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 5.88 | % | |
3/14/2025 | |
| 2,941,816 | | |
| 2,926,353 | | |
| 2,741,419 | |
J Jill Group, Inc | |
Retail | |
Priming Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 1.00 | % | |
| 7.81 | % | |
5/8/2024 | |
| 1,564,303 | | |
| 1,563,639 | | |
| 1,433,292 | |
Jane Street Group | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.27 | % | |
1/31/2028 | |
| 3,940,000 | | |
| 3,935,292 | | |
| 3,853,005 | |
Journey Personal Care Corp. | |
Consumer goods: Non-durable | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 6.50 | % | |
3/1/2028 | |
| 990,000 | | |
| 985,806 | | |
| 675,675 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate (All In) | | |
Maturity Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
JP Intermediate B, LLC | |
Consumer goods: Non-durable | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 8.31 | % | |
11/15/2025 | |
| 4,019,089 | | |
| 3,995,346 | | |
| 3,223,872 | |
Klockner-Pentaplast of America, Inc. | |
Containers, Packaging & Glass | |
Term Loan (1/21) (USD) | |
Loan | |
6M USD LIBOR+ | |
| 4.75 | % | |
| 0.50 | % | |
| 5.55 | % | |
2/12/2026 | |
| 1,481,250 | | |
| 1,476,161 | | |
| 1,356,573 | |
Kodiak BP, LLC | |
Construction & Building | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 5.50 | % | |
3/13/2028 | |
| 493,750 | | |
| 492,380 | | |
| 469,063 | |
KREF Holdings X LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (11/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.94 | % | |
9/1/2027 | |
| 493,769 | | |
| 484,453 | | |
| 481,425 | |
Lakeland Tours, LLC (d) | |
Hotel, Gaming & Leisure | |
Third Out PIK Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 1.50 | % | |
| 1.25 | % | |
| 4.31 | % | |
9/25/2025 | |
| 839,106 | | |
| 588,664 | | |
| 693,663 | |
Lakeland Tours, LLC (d) | |
Hotel, Gaming & Leisure | |
Holdco Fixed Term Loan | |
Loan | |
Fixed | |
| 0.00 | % | |
| 0.00 | % | |
| 13.25 | % | |
9/27/2027 | |
| 928,253 | | |
| 303,783 | | |
| 595,632 | |
Lealand Finance Company B.V. (d) | |
Energy: Oil & Gas | |
Exit Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.00 | % | |
| 0.00 | % | |
| 3.52 | % | |
6/30/2025 | |
| 339,918 | | |
| 339,918 | | |
| 170,809 | |
Learfield Communications, Inc | |
Media: Advertising, Printing & Publishing | |
Initial Term Loan (A-L Parent) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 1.00 | % | |
| 5.78 | % | |
12/1/2023 | |
| 472,500 | | |
| 472,056 | | |
| 412,001 | |
Lifetime Brands, Inc | |
Consumer goods: Non-durable | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 6.02 | % | |
2/28/2025 | |
| 2,616,496 | | |
| 2,598,667 | | |
| 2,524,918 | |
LIGHTSTONE HOLDCO LLC | |
Energy: Electricity | |
Term Loan 5/22 | |
Loan | |
1M USD SOFR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 8.05 | % | |
2/1/2027 | |
| 1,238,581 | | |
| 1,237,866 | | |
| 1,110,301 | |
LIGHTSTONE HOLDCO LLC | |
Energy: Electricity | |
Term Loan C 5/22 | |
Loan | |
1M USD SOFR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 8.05 | % | |
2/1/2027 | |
| 70,053 | | |
| 70,014 | | |
| 62,798 | |
Liquid Tech Solutions Holdings, LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.75 | % | |
| 0.00 | % | |
| 7.00 | % | |
3/17/2028 | |
| 990,000 | | |
| 986,841 | | |
| 955,350 | |
LogMeIn, Inc. | |
High Tech Industries | |
Term Loan (8/20) | |
Loan | |
1M USD LIBOR+ | |
| 4.75 | % | |
| 0.00 | % | |
| 7.12 | % | |
8/31/2027 | |
| 3,940,000 | | |
| 3,882,660 | | |
| 3,057,440 | |
LOYALTY VENTURES INC. | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 7.02 | % | |
11/3/2027 | |
| 3,214,885 | | |
| 3,197,686 | | |
| 2,322,755 | |
LPL Holdings, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.12 | % | |
11/11/2026 | |
| 1,214,082 | | |
| 1,212,236 | | |
| 1,186,255 | |
LSF11 A5 HOLDCO LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.07 | % | |
10/16/2028 | |
| 249,375 | | |
| 248,305 | | |
| 243,530 | |
LSF9 Atlantis Holdings, LLC (A Wireless) | |
Retail | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 7.25 | % | |
| 0.75 | % | |
| 9.30 | % | |
3/29/2029 | |
| 3,000,000 | | |
| 2,903,617 | | |
| 2,917,500 | |
MA FinanceCo LLC | |
High Tech Industries | |
Term Loan B4 | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 1.00 | % | |
| 5.92 | % | |
6/5/2025 | |
| 2,876,682 | | |
| 2,825,841 | | |
| 2,835,344 | |
MAGNITE, INC. | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 8.07 | % | |
4/28/2028 | |
| 1,980,000 | | |
| 1,939,001 | | |
| 1,900,800 | |
Marriott Ownership Resorts, Inc. | |
Hotel, Gaming & Leisure | |
Term Loan (11/19) | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
8/29/2025 | |
| 1,317,074 | | |
| 1,317,074 | | |
| 1,281,513 | |
Match Group, Inc, The | |
Services: Consumer | |
Term Loan (1/20) | |
Loan | |
3M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.69 | % | |
2/15/2027 | |
| 250,000 | | |
| 249,611 | | |
| 242,500 | |
Mayfield Agency Borrower Inc. (FeeCo) | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.00 | % | |
| 7.02 | % | |
2/28/2025 | |
| 3,374,500 | | |
| 3,355,043 | | |
| 3,251,128 | |
McGraw-Hill Education, Inc. | |
Media: Advertising, Printing & Publishing | |
Term Loan (07/21) | |
Loan | |
6M USD LIBOR+ | |
| 4.75 | % | |
| 0.50 | % | |
| 8.32 | % | |
7/28/2028 | |
| 1,985,000 | | |
| 1,967,344 | | |
| 1,915,525 | |
MedAssets Software Inter Hldg, Inc. | |
High Tech Industries | |
Term Loan (11/21) (USD) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 6.49 | % | |
12/18/2028 | |
| 498,750 | | |
| 495,632 | | |
| 479,423 | |
Mermaid Bidco Inc. | |
High Tech Industries | |
Term Loan B2 | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 6.30 | % | |
12/22/2027 | |
| 988,763 | | |
| 985,894 | | |
| 939,324 | |
Messer Industries, LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 4.75 | % | |
3/1/2026 | |
| 3,361,400 | | |
| 3,348,049 | | |
| 3,293,332 | |
Michaels Companies Inc | |
Retail | |
Term Loan B (Magic Mergeco) | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 6.50 | % | |
4/8/2028 | |
| 2,479,975 | | |
| 2,463,197 | | |
| 2,048,310 | |
Milk Specialties Company | |
Beverage, Food & Tobacco | |
Term Loan (6/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.25 | % | |
8/15/2025 | |
| 3,782,457 | | |
| 3,758,895 | | |
| 3,723,034 | |
MJH Healthcare Holdings, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan B (01/22) | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.06 | % | |
1/28/2029 | |
| 249,375 | | |
| 248,256 | | |
| 236,906 | |
MRC Global Inc. | |
Metals & Mining | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 5.52 | % | |
9/20/2024 | |
| 350,559 | | |
| 350,285 | | |
| 340,627 | |
MW Industries, Inc. (Helix Acquisition Holdings) | |
Capital Equipment | |
Term Loan (2019 Incremental) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.00 | % | |
9/30/2024 | |
| 2,842,097 | | |
| 2,818,327 | | |
| 2,752,088 | |
NAB Holdings, LLC (North American Bancard) | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (11/21) | |
Loan | |
3M USD SOFR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.20 | % | |
11/23/2028 | |
| 2,985,000 | | |
| 2,978,402 | | |
| 2,879,898 | |
Natgasoline LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 6.06 | % | |
11/14/2025 | |
| 3,454,379 | | |
| 3,433,630 | | |
| 3,350,748 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate (All In) | | |
Maturity Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
National Mentor Holdings, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.28 | % | |
3/2/2028 | |
| 2,749,967 | | |
| 2,740,611 | | |
| 2,323,722 | |
National Mentor Holdings, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan C 2/21 | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.01 | % | |
3/2/2028 | |
| 87,464 | | |
| 87,111 | | |
| 73,907 | |
NEW ERA CAP, LLC | |
Consumer goods: Durable | |
Term Loan (01/22) | |
Loan | |
3M USD LIBOR+ | |
| 6.00 | % | |
| 0.75 | % | |
| 8.46 | % | |
7/13/2027 | |
| 3,722,402 | | |
| 3,721,366 | | |
| 3,461,834 | |
Nexstar Broadcasting, Inc. (Mission Broadcasting) | |
Media: Broadcasting & Subscription | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
9/18/2026 | |
| 724,176 | | |
| 718,006 | | |
| 717,390 | |
Next Level Apparel, Inc. | |
Retail | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 7.86 | % | |
8/9/2024 | |
| 1,700,340 | | |
| 1,693,877 | | |
| 1,598,320 | |
NM Z Parent Inc (Zep Inc) | |
Construction & Building | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.79 | % | |
9/22/2028 | |
| 635,250 | | |
| 629,751 | | |
| 628,218 | |
NorthPole Newco S.a.r.l (b) | |
Aerospace & Defense | |
Term Loan | |
Loan | |
Prime+ | |
| 7.00 | % | |
| 0.00 | % | |
| 12.50 | % | |
3/3/2025 | |
| 5,348,887 | | |
| 5,074,545 | | |
| 472,467 | |
NortonLifeLock Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 4.32 | % | |
1/28/2029 | |
| 1,500,000 | | |
| 1,492,500 | | |
| 1,453,125 | |
Novae LLC | |
Automotive | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 7.73 | % | |
12/22/2028 | |
| 443,333 | | |
| 443,333 | | |
| 412,300 | |
Novae LLC | |
Automotive | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 7.73 | % | |
12/22/2028 | |
| 1,551,667 | | |
| 1,537,525 | | |
| 1,443,050 | |
Nuvei Technologies Corp. | |
High Tech Industries | |
US Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 5.02 | % | |
9/29/2025 | |
| 2,227,500 | | |
| 2,223,636 | | |
| 2,194,088 | |
Olaplex, Inc. | |
Consumer goods: Non-durable | |
Term Loan (2/22) | |
Loan | |
3M USD SOFR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.39 | % | |
2/23/2029 | |
| 997,500 | | |
| 995,282 | | |
| 965,081 | |
Organon & Co. | |
Healthcare & Pharmaceuticals | |
Term Loan USD | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 4.63 | % | |
6/2/2028 | |
| 2,327,083 | | |
| 2,317,416 | | |
| 2,297,995 | |
Pacific Gas & Electric | |
Utilities: Electric | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.56 | % | |
6/18/2025 | |
| 1,472,456 | | |
| 1,467,485 | | |
| 1,442,094 | |
PACTIV EVERGREEN GROUP HOLDINGS INC. | |
Containers, Packaging & Glass | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 6.02 | % | |
9/20/2028 | |
| 992,500 | | |
| 988,180 | | |
| 964,144 | |
Padagis LLC | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.75 | % | |
| 0.50 | % | |
| 7.04 | % | |
7/6/2028 | |
| 941,176 | | |
| 933,049 | | |
| 861,176 | |
Panther Guarantor II, L.P. (Forcepoint) | |
High Tech Industries | |
Term Loan 1/21 | |
Loan | |
3M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 7.31 | % | |
1/7/2028 | |
| 495,000 | | |
| 492,124 | | |
| 464,889 | |
PATAGONIA HOLDCO LLC | |
Telecommunications | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 5.75 | % | |
| 0.50 | % | |
| 8.39 | % | |
8/1/2029 | |
| 2,000,000 | | |
| 1,641,510 | | |
| 1,691,660 | |
Pathway Partners Vet Management Company LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.00 | % | |
3/30/2027 | |
| 488,991 | | |
| 480,942 | | |
| 460,385 | |
PCI Gaming Authority | |
Hotel, Gaming & Leisure | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
5/29/2026 | |
| 809,038 | | |
| 806,635 | | |
| 790,382 | |
PEARLS (Netherlands) Bidco B.V. | |
Chemicals, Plastics, & Rubber | |
USD Term Loan (02/22) | |
Loan | |
1M USD SOFR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 6.41 | % | |
2/28/2029 | |
| 997,500 | | |
| 995,328 | | |
| 935,156 | |
PECF USS INTERMEDIATE HOLDING III CORPORATION | |
Environmental Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 6.77 | % | |
12/15/2028 | |
| 99,500 | | |
| 99,304 | | |
| 92,460 | |
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a) | |
Healthcare & Pharmaceuticals | |
Delayed Draw Term Loan (12/21) | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 4.92 | % | |
12/29/2028 | |
| 98,438 | | |
| 98,438 | | |
| 93,509 | |
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan (12/22) | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 5.08 | % | |
12/29/2028 | |
| 1,299,375 | | |
| 1,293,429 | | |
| 1,266,891 | |
Penn National Gaming, Inc | |
Hotel, Gaming & Leisure | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.31 | % | |
5/3/2029 | |
| 1,000,000 | | |
| 995,117 | | |
| 979,130 | |
Peraton Corp. | |
Aerospace & Defense | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.27 | % | |
2/1/2028 | |
| 5,334,084 | | |
| 5,314,731 | | |
| 5,174,061 | |
PHYSICIAN PARTNERS, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 6.56 | % | |
12/23/2028 | |
| 1,995,000 | | |
| 1,976,571 | | |
| 1,915,200 | |
Pike Corporation | |
Construction & Building | |
Term Loan (8/22) | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 5.81 | % | |
1/21/2028 | |
| 500,000 | | |
| 487,554 | | |
| 491,250 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Ping Identity Corporation | |
High Tech Industries | |
Term Loan B (11/21) | |
Loan | |
1M USD SOFR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.31 | % | |
11/22/2028 | |
| 997,500 | | |
| 992,975 | | |
| 995,006 | |
Pitney Bowes Inc | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 6.38 | % | |
3/17/2028 | |
| 3,959,975 | | |
| 3,932,460 | | |
| 3,662,977 | |
Plastipak Holdings Inc. | |
Containers, Packaging & Glass | |
Term Loan B (11/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 5.06 | % | |
12/1/2028 | |
| 1,931,176 | | |
| 1,922,443 | | |
| 1,884,114 | |
Playtika Holding Corp. | |
High Tech Industries | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 5.27 | % | |
3/13/2028 | |
| 4,443,750 | | |
| 4,435,527 | | |
| 4,341,011 | |
PMHC II, INC. | |
Chemicals, Plastics, & Rubber | |
Term Loan (02/22) | |
Loan | |
3M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 6.98 | % | |
4/21/2029 | |
| 2,000,000 | | |
| 1,990,636 | | |
| 1,786,120 | |
PointClickCare Technologies, Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 5.94 | % | |
12/29/2027 | |
| 493,750 | | |
| 491,860 | | |
| 481,406 | |
Polymer Process Holdings, Inc. | |
Containers, Packaging & Glass | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.75 | % | |
| 0.75 | % | |
| 7.27 | % | |
2/12/2028 | |
| 5,431,250 | | |
| 5,381,558 | | |
| 5,023,906 | |
Pre-Paid Legal Services, Inc. | |
Services: Consumer | |
Term Loan (12/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.12 | % | |
12/15/2028 | |
| 2,992,500 | | |
| 2,969,469 | | |
| 2,908,351 | |
Presidio, Inc. | |
Services: Business | |
Term Loan B (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 6.03 | % | |
1/22/2027 | |
| 490,000 | | |
| 489,314 | | |
| 481,631 | |
Prime Security Services Borrower, LLC (ADT) | |
Services: Consumer | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.75 | % | |
| 5.11 | % | |
9/23/2026 | |
| 3,538,384 | | |
| 3,538,162 | | |
| 3,451,587 | |
PRIORITY HOLDINGS, LLC | |
Services: Consumer | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 8.55 | % | |
4/27/2027 | |
| 2,970,000 | | |
| 2,944,939 | | |
| 2,889,810 | |
PriSo Acquisition Corporation | |
Construction & Building | |
Term Loan (01/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 5.53 | % | |
12/28/2027 | |
| 493,747 | | |
| 491,730 | | |
| 447,458 | |
Project Leopard Holdings, Inc. (NEW) | |
High Tech Industries | |
Term Loan B (06/22) | |
Loan | |
3M USD SOFR+ | |
| 5.25 | % | |
| 0.50 | % | |
| 7.83 | % | |
7/20/2029 | |
| 1,000,000 | | |
| 930,746 | | |
| 932,500 | |
Prometric Inc. (Sarbacane Bidco) | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 1.00 | % | |
| 5.53 | % | |
1/29/2025 | |
| 478,913 | | |
| 478,045 | | |
| 457,361 | |
PUG LLC | |
Services: Consumer | |
Term Loan B (02/20) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 6.02 | % | |
2/12/2027 | |
| 482,600 | | |
| 480,985 | | |
| 451,835 | |
QUEST BORROWER LIMITED | |
High Tech Industries | |
Term Loan (1/22) | |
Loan | |
3M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 6.98 | % | |
2/1/2029 | |
| 2,000,000 | | |
| 1,981,727 | | |
| 1,812,780 | |
Rackspace Technology Global, Inc. | |
High Tech Industries | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.75 | % | |
| 5.62 | % | |
2/15/2028 | |
| 2,989,962 | | |
| 2,890,155 | | |
| 2,406,501 | |
RealPage, Inc. | |
High Tech Industries | |
Term Loan (04/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.52 | % | |
4/24/2028 | |
| 992,500 | | |
| 990,556 | | |
| 953,485 | |
Renaissance Learning, Inc. | |
Services: Consumer | |
Term Loan (5/18) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.77 | % | |
5/30/2025 | |
| 2,953,757 | | |
| 2,933,719 | | |
| 2,869,309 | |
Rent-A-Center, Inc. | |
Retail | |
Term Loan B2 (9/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 6.06 | % | |
2/17/2028 | |
| 1,986,212 | | |
| 1,940,894 | | |
| 1,919,178 | |
Research Now Group, Inc | |
Media: Advertising, Printing & Publishing | |
Term Loan | |
Loan | |
6M USD LIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 8.84 | % | |
12/20/2024 | |
| 4,320,757 | | |
| 4,257,864 | | |
| 3,990,392 | |
Resideo Funding Inc. | |
Services: Consumer | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.50 | % | |
| 4.66 | % | |
2/11/2028 | |
| 1,481,250 | | |
| 1,479,017 | | |
| 1,461,816 | |
Resolute Investment Managers (American Beacon), Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/20) | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 1.00 | % | |
| 6.50 | % | |
4/30/2024 | |
| 3,061,659 | | |
| 3,056,618 | | |
| 2,786,110 | |
Restoration Hardware, Inc. | |
Retail | |
Term Loan (9/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 5.02 | % | |
10/20/2028 | |
| 3,479,969 | | |
| 3,472,961 | | |
| 3,198,091 | |
Reynolds Consumer Products LLC | |
Containers, Packaging & Glass | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
1/29/2027 | |
| 1,284,432 | | |
| 1,283,585 | | |
| 1,256,534 | |
Reynolds Group Holdings Inc. | |
Containers, Packaging & Glass | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.77 | % | |
2/5/2026 | |
| 3,447,500 | | |
| 3,433,625 | | |
| 3,358,451 | |
Robertshaw US Holding Corp. | |
Consumer goods: Durable | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 6.06 | % | |
2/28/2025 | |
| 957,500 | | |
| 956,671 | | |
| 773,478 | |
Rocket Software, Inc. | |
High Tech Industries | |
Term Loan (11/18) | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 6.77 | % | |
11/28/2025 | |
| 2,890,253 | | |
| 2,883,820 | | |
| 2,802,650 | |
Russell Investments US Inst’l Holdco, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/20) | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 5.00 | % | |
6/2/2025 | |
| 5,590,662 | | |
| 5,559,118 | | |
| 5,279,709 | |
RV Retailer LLC | |
Automotive | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.15 | % | |
2/8/2028 | |
| 2,972,569 | | |
| 2,924,056 | | |
| 2,757,057 | |
Ryan Specialty Group LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 5.56 | % | |
9/1/2027 | |
| 1,486,187 | | |
| 1,473,540 | | |
| 1,463,894 | |
S&S HOLDINGS LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.50 | % | |
| 6.74 | % | |
3/10/2028 | |
| 2,471,231 | | |
| 2,418,699 | | |
| 2,372,382 | |
Sally Holdings LLC | |
Retail | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.78 | % | |
7/5/2024 | |
| 743,409 | | |
| 742,172 | | |
| 734,734 | |
Samsonite International S.A. | |
Consumer goods: Non-durable | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 5.52 | % | |
4/25/2025 | |
| 932,499 | | |
| 916,389 | | |
| 911,854 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Schweitzer-Mauduit International, Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.31 | % | |
4/20/2028 | |
| 2,970,000 | | |
| 2,955,834 | | |
| 2,821,500 | |
Scientific Games Holdings LP | |
Hotel, Gaming & Leisure | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.62 | % | |
4/4/2029 | |
| 500,000 | | |
| 498,841 | | |
| 480,905 | |
SETANTA AIRCRAFT LEASING DAC | |
Aerospace & Defense | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 4.25 | % | |
11/2/2028 | |
| 1,000,000 | | |
| 997,801 | | |
| 981,250 | |
Signify Health, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan B (6/21) | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 6.13 | % | |
6/16/2028 | |
| 496,250 | | |
| 494,165 | | |
| 491,288 | |
Sitel Worldwide Corporation | |
Services: Business | |
USD Term Loan (7/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.01 | % | |
8/28/2028 | |
| 1,985,000 | | |
| 1,976,344 | | |
| 1,941,330 | |
SiteOne Landscape Supply, LLC | |
Services: Business | |
Term Loan (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 4.53 | % | |
3/18/2028 | |
| 781,811 | | |
| 780,219 | | |
| 771,389 | |
SMG US Midco 2, Inc. | |
Services: Business | |
Term Loan (01/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 5.02 | % | |
1/23/2025 | |
| 487,500 | | |
| 487,500 | | |
| 469,623 | |
Sotheby’s | |
Services: Business | |
Term Loan (7/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 7.01 | % | |
1/15/2027 | |
| 3,240,108 | | |
| 3,195,622 | | |
| 3,207,707 | |
Sparta U.S. HoldCo LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan (04/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 5.61 | % | |
8/2/2028 | |
| 1,990,000 | | |
| 1,981,456 | | |
| 1,929,305 | |
Specialty Pharma III Inc. | |
Services: Business | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 6.62 | % | |
3/31/2028 | |
| 1,985,000 | | |
| 1,968,611 | | |
| 1,855,975 | |
Spectrum Brands, Inc. | |
Consumer goods: Durable | |
Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 4.53 | % | |
3/3/2028 | |
| 493,750 | | |
| 492,765 | | |
| 483,668 | |
Spin Holdco, Inc. | |
Services: Consumer | |
Term Loan 3/21 | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 5.61 | % | |
3/4/2028 | |
| 2,962,500 | | |
| 2,948,135 | | |
| 2,777,344 | |
SRAM, LLC | |
Consumer goods: Durable | |
Term Loan (05/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.27 | % | |
5/12/2028 | |
| 3,218,182 | | |
| 3,213,684 | | |
| 3,137,727 | |
SS&C Technologies, Inc. | |
Services: Business | |
Term Loan B3 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
4/16/2025 | |
| 189,131 | | |
| 188,939 | | |
| 184,728 | |
SS&C Technologies, Inc. | |
Services: Business | |
Term Loan B4 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
4/16/2025 | |
| 153,534 | | |
| 153,381 | | |
| 149,960 | |
SS&C Technologies, Inc. | |
Services: Business | |
Term Loan B-5 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
4/16/2025 | |
| 475,005 | | |
| 474,487 | | |
| 463,396 | |
Staples, Inc. | |
Wholesale | |
Term Loan (03/19) | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.00 | % | |
| 7.78 | % | |
4/16/2026 | |
| 4,363,910 | | |
| 4,256,362 | | |
| 3,833,214 | |
Stars Group Inc. (The) | |
Hotel, Gaming & Leisure | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.50 | % | |
7/21/2026 | |
| 1,985,000 | | |
| 1,981,427 | | |
| 1,936,209 | |
Storable, Inc | |
High Tech Industries | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.96 | % | |
4/17/2028 | |
| 497,500 | | |
| 496,550 | | |
| 480,088 | |
Superannuation & Investments US LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.27 | % | |
12/1/2028 | |
| 995,000 | | |
| 985,995 | | |
| 975,100 | |
Sylvamo Corporation | |
Forest Products & Paper | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 7.02 | % | |
8/18/2028 | |
| 866,667 | | |
| 858,991 | | |
| 838,500 | |
Syncsort Incorporated | |
High Tech Industries | |
Term Loan B (10/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 6.78 | % | |
4/24/2028 | |
| 2,482,494 | | |
| 2,481,422 | | |
| 2,354,223 | |
Ta TT Buyer LLC | |
Media: Broadcasting & Subscription | |
Term Loan 3/22 | |
Loan | |
3M USD SOFR+ | |
| 5.25 | % | |
| 0.50 | % | |
| 7.30 | % | |
4/2/2029 | |
| 1,000,000 | | |
| 990,263 | | |
| 971,250 | |
Tenable Holdings, Inc. | |
Services: Business | |
Term Loan B (6/21) | |
Loan | |
6M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 5.56 | % | |
7/7/2028 | |
| 995,000 | | |
| 992,840 | | |
| 960,175 | |
Teneo Holdings LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 5.25 | % | |
| 1.00 | % | |
| 7.73 | % | |
7/15/2025 | |
| 4,405,869 | | |
| 4,342,781 | | |
| 4,264,529 | |
Tenneco Inc | |
Capital Equipment | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 5.52 | % | |
10/1/2025 | |
| 1,447,500 | | |
| 1,440,835 | | |
| 1,427,901 | |
Ten-X, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.52 | % | |
9/27/2024 | |
| 1,910,000 | | |
| 1,908,542 | | |
| 1,782,870 | |
The Dun & Bradstreet Corporation | |
Services: Business | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.74 | % | |
2/6/2026 | |
| 994,950 | | |
| 993,794 | | |
| 965,598 | |
The Dun & Bradstreet Corporation | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.71 | % | |
1/18/2029 | |
| 249,375 | | |
| 247,649 | | |
| 242,934 | |
THE KNOT WORLDWIDE INC. | |
Services: Consumer | |
Term Loan (1/22) | |
Loan | |
1M USD SOFR+ | |
| 4.50 | % | |
| 0.00 | % | |
| 7.06 | % | |
12/19/2025 | |
| 4,869,796 | | |
| 4,864,341 | | |
| 4,811,991 | |
Thor Industries, Inc. | |
Automotive | |
USD Term Loan (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 5.50 | % | |
2/1/2026 | |
| 2,093,726 | | |
| 2,062,485 | | |
| 2,072,789 | |
TORY BURCH LLC | |
Retail | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.52 | % | |
4/15/2028 | |
| 1,335,959 | | |
| 1,231,261 | | |
| 1,253,570 | |
Tosca Services, LLC | |
Containers, Packaging & Glass | |
Term Loan (2/21) | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 5.96 | % | |
8/18/2027 | |
| 492,500 | | |
| 487,080 | | |
| 434,631 | |
Trans Union LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.50 | % | |
| 4.77 | % | |
12/1/2028 | |
| 865,968 | | |
| 864,048 | | |
| 848,804 | |
Transdigm, Inc. | |
Aerospace & Defense | |
Term Loan G (02/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.77 | % | |
8/22/2024 | |
| 4,003,636 | | |
| 4,004,932 | | |
| 3,924,924 | |
TRITON WATER HOLDINGS, INC. | |
Beverage, Food & Tobacco | |
Term Loan (03/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 5.75 | % | |
3/31/2028 | |
| 1,485,001 | | |
| 1,478,880 | | |
| 1,385,877 | |
Tronox Finance LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.77 | % | |
3/10/2028 | |
| 346,923 | | |
| 346,213 | | |
| 336,678 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
TruGreen Limited Partnership | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 6.52 | % | |
10/29/2027 | |
| 959,371 | | |
| 953,452 | | |
| 918,597 | |
Uber Technologies, Inc. | |
Transportation: Consumer | |
Term Loan B (2/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 6.57 | % | |
2/25/2027 | |
| 3,927,110 | | |
| 3,892,273 | | |
| 3,868,203 | |
Ultra Clean Holdings, Inc. | |
High Tech Industries | |
Incremental Term Loan 3/21 | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 6.27 | % | |
8/27/2025 | |
| 871,705 | | |
| 868,607 | | |
| 857,269 | |
Unimin Corporation | |
Metals & Mining | |
Term Loan (12/20) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.29 | % | |
7/31/2026 | |
| 496,815 | | |
| 473,971 | | |
| 476,475 | |
United Natural Foods, Inc | |
Beverage, Food & Tobacco | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 5.82 | % | |
10/22/2025 | |
| 1,540,259 | | |
| 1,488,565 | | |
| 1,523,732 | |
United Road Services Inc. | |
Transportation: Cargo | |
Term Loan (10/17) | |
Loan | |
3M USD LIBOR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 8.82 | % | |
9/1/2024 | |
| 905,012 | | |
| 900,712 | | |
| 580,683 | |
Univision Communications Inc. | |
Media: Broadcasting & Subscription | |
Term Loan B (6/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 5.77 | % | |
3/15/2026 | |
| 2,459,068 | | |
| 2,453,085 | | |
| 2,398,476 | |
Univision Communications Inc. | |
Media: Broadcasting & Subscription | |
Term Loan B (6/22) | |
Loan | |
3M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 6.25 | % | |
6/10/2029 | |
| 250,000 | | |
| 242,635 | | |
| 245,000 | |
Utz Quality Foods, LLC | |
Beverage, Food & Tobacco | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 5.52 | % | |
1/20/2028 | |
| 1,837,793 | | |
| 1,835,485 | | |
| 1,799,659 | |
Vaco Holdings, LLC | |
Services: Business | |
Term Loan (01/22) | |
Loan | |
3M USD SOFR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 7.20 | % | |
1/19/2029 | |
| 248,750 | | |
| 247,642 | | |
| 242,842 | |
Verifone Systems, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (7/18) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 7.00 | % | |
8/20/2025 | |
| 1,375,175 | | |
| 1,370,807 | | |
| 1,266,880 | |
Vertex Aerospace Services Corp | |
Aerospace & Defense | |
Term Loan (10/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 6.27 | % | |
12/6/2028 | |
| 997,500 | | |
| 993,032 | | |
| 982,956 | |
VFH Parent LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (01/22) | |
Loan | |
1M USD SOFR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 5.40 | % | |
1/12/2029 | |
| 3,100,888 | | |
| 3,093,171 | | |
| 3,014,311 | |
Virtus Investment Partners, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (9/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.62 | % | |
9/28/2028 | |
| 2,868,409 | | |
| 2,859,993 | | |
| 2,832,554 | |
Vistra Energy Corp | |
Utilities: Electric | |
2018 Incremental Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 4.27 | % | |
12/31/2025 | |
| 902,095 | | |
| 901,690 | | |
| 883,070 | |
Vizient, Inc | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 2.25 | % | |
| 0.50 | % | |
| 4.65 | % | |
5/16/2029 | |
| 500,000 | | |
| 495,111 | | |
| 497,190 | |
VM Consolidated, Inc. | |
Construction & Building | |
Term Loan B (3/21) | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 6.13 | % | |
3/19/2028 | |
| 2,327,542 | | |
| 2,324,786 | | |
| 2,292,629 | |
Vouvray US Finance LLC | |
High Tech Industries | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 1.00 | % | |
| 5.52 | % | |
3/11/2024 | |
| 473,750 | | |
| 473,750 | | |
| 422,429 | |
Warner Music Group Corp. (WMG Acquisition Corp.) | |
Hotel, Gaming & Leisure | |
Term Loan G | |
Loan | |
1M USD LIBOR+ | |
| 2.13 | % | |
| 0.00 | % | |
| 4.65 | % | |
1/20/2028 | |
| 1,250,000 | | |
| 1,249,782 | | |
| 1,215,100 | |
Wastequip, LLC (HPCC Merger/Patriot Container) | |
Environmental Industries | |
Term Loan (3/18) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 6.12 | % | |
3/15/2025 | |
| 487,277 | | |
| 486,224 | | |
| 419,059 | |
Watlow Electric Manufacturing Company | |
High Tech Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 6.27 | % | |
3/2/2028 | |
| 2,468,750 | | |
| 2,458,373 | | |
| 2,415,672 | |
West Corporation | |
Telecommunications | |
Term Loan B (Olympus Merger) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 6.52 | % | |
10/10/2024 | |
| 1,066,719 | | |
| 1,035,551 | | |
| 868,522 | |
West Corporation | |
Telecommunications | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 6.02 | % | |
10/10/2024 | |
| 2,552,943 | | |
| 2,522,983 | | |
| 2,076,184 | |
WEX Inc. | |
Diversified Financial Services | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 4.77 | % | |
3/31/2028 | |
| 2,969,962 | | |
| 2,959,565 | | |
| 2,903,138 | |
WildBrain Ltd. | |
Media | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 6.77 | % | |
3/27/2028 | |
| 1,975,000 | | |
| 1,942,234 | | |
| 1,860,825 | |
WP CITYMD BIDCO LLC | |
Health Care Equipment & Supplies | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 5.50 | % | |
12/22/2028 | |
| 7,405,452 | | |
| 7,382,414 | | |
| 7,215,206 | |
Xperi Corporation | |
Software | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 6.02 | % | |
6/8/2028 | |
| 2,671,319 | | |
| 2,661,232 | | |
| 2,612,897 | |
Zayo Group, LLC | |
Diversified Telecommunication Services | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 6.71 | % | |
3/9/2027 | |
| 997,500 | | |
| 973,546 | | |
| 935,336 | |
ZEBRA BUYER (Allspring) LLC | |
Real Estate Investment Trusts (REITs) | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 5.56 | % | |
11/1/2028 | |
| 884,879 | | |
| 881,117 | | |
| 871,606 | |
Zekelman Industries, Inc. | |
Metals & Mining | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 4.18 | % | |
1/25/2027 | |
| 965,193 | | |
| 965,193 | | |
| 935,754 | |
Zodiac Pool Solutions | |
Leisure Products | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 4.56 | % | |
1/29/2029 | |
| 497,500 | | |
| 496,387 | | |
| 483,092 | |
| |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | |
| |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
$ | 644,334,357 | | |
$ | 604,030,601 | |
| |
Number of
Shares | | |
Cost | | |
Fair Value | |
Cash and cash equivalents | |
| | | |
| | | |
| | |
U.S. Bank Money Market (c) | |
| 11,877,748 | | |
$ | 11,877,748 | | |
$ | 11,877,748 | |
Total cash and cash equivalents | |
| 11,877,748 | | |
$ | 11,877,748 | | |
$ | 11,877,748 | |
(a) | All or a portion of this investment has an unfunded commitment
as of August 31, 2022 |
(b) | As of August 31, 2022, the investment was in default and on
non-accrual status. |
(c) | Included within cash and cash equivalents in Saratoga CLO’s
Statements of Assets and Liabilities as of August 31, 2022. |
(d) | Investments include Payment-in-Kind Interest. |
LIBOR—London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
WIBOR - Warsaw Interbank Offered Rate
1M USD LIBOR—The 1 month USD LIBOR rate as of August 31, 2022
was 2.56%.
3M USD LIBOR—The 3 month USD LIBOR rate as of August 31, 2022
was 3.08%.
6M USD LIBOR—The 6 month USD LIBOR rate as of August 31, 2022
was 3.60%.
12M USD LIBOR - The 12 month USD LIBOR rate as of August 31, 2022 was
4.16%.
3 PL WIBOR - The 3 month PL WIBOR rate as of August 31, 2022 was 7.11%.
Daily SOFR- The daily SOFR rate as of August 31, 2022 was 2.29%.
1M SOFR - The 1 month SOFR rate as of August 31, 2022 was 2.28%.
3M SOFR - The 3 month SOFR rate as of August 31, 2022 was 1.68%.
Prime—The Prime Rate as of August 31, 2022 was 5.50%.
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 2022
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Fusion Connect Warrant | |
Telecommunications | |
Warrants | |
Equity | |
- | |
| - | | |
| - | | |
| - | | |
- | |
| 32,832 | | |
| - | | |
| - | |
J Jill Common Stock | |
Retail | |
Common stock | |
Equity | |
- | |
| - | | |
| - | | |
| - | | |
- | |
| 2,107 | | |
| - | | |
| 33,691 | |
19TH HOLDINGS GOLF, LLC | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
2/7/2029 | |
| 500,000 | | |
| 497,530 | | |
| 493,750 | |
ADMI Corp. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 2.96 | % | |
4/30/2025 | |
| 1,930,276 | | |
| 1,925,558 | | |
| 1,892,886 | |
Adtalem Global Education Inc. | |
Services: Business | |
Term Loan B (02/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.75 | % | |
| 5.25 | % | |
8/11/2028 | |
| 2,000,000 | | |
| 1,981,559 | | |
| 1,977,920 | |
Aegis Sciences Corporation | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 6.50 | % | |
5/9/2025 | |
| 2,737,038 | | |
| 2,723,587 | | |
| 2,686,403 | |
Agiliti Health Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan (1/19) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 2.88 | % | |
1/4/2026 | |
| 1,483,686 | | |
| 1,476,852 | | |
| 1,470,704 | |
Agiliti Health Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan (09/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.75 | % | |
| 3.50 | % | |
1/4/2026 | |
| 285,714 | | |
| 283,586 | | |
| 283,571 | |
AHEAD DB Holdings, LLC | |
Services: Business | |
Term Loan (04/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
10/18/2027 | |
| 2,985,000 | | |
| 2,885,411 | | |
| 2,962,135 | |
AI Convoy (Luxembourg) S.a.r.l. | |
Aerospace & Defense | |
Term Loan B (USD) | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
1/18/2027 | |
| 1,469,671 | | |
| 1,464,591 | | |
| 1,460,485 | |
AIS HoldCo, LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.00 | % | |
| 5.30 | % | |
8/15/2025 | |
| 4,789,642 | | |
| 4,670,148 | | |
| 4,705,823 | |
Alchemy Copyrights, LLC | |
Media: Diversified & Production | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
3/10/2028 | |
| 493,763 | | |
| 490,886 | | |
| 489,442 | |
Alchemy US Holdco 1, LLC | |
Metals & Mining | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 5.60 | % | |
10/10/2025 | |
| 1,654,803 | | |
| 1,640,863 | | |
| 1,644,874 | |
AlixPartners, LLP | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (01/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
2/4/2028 | |
| 248,125 | | |
| 247,608 | | |
| 245,217 | |
Alkermes, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
3/12/2026 | |
| 2,147,859 | | |
| 2,130,749 | | |
| 2,110,271 | |
Allen Media, LLC | |
Media: Diversified & Production | |
Term Loan (7/21) | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 5.72 | % | |
2/10/2027 | |
| 4,439,454 | | |
| 4,407,744 | | |
| 4,412,639 | |
Alliant Holdings I, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B4 | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
11/5/2027 | |
| 997,500 | | |
| 996,393 | | |
| 987,944 | |
Allied Universal Holdco LLC | |
Services: Business | |
Term Loan 4/21 | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
5/12/2028 | |
| 1,995,000 | | |
| 1,985,516 | | |
| 1,966,412 | |
Altisource Solutions S.a r.l. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (03/18) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
4/3/2024 | |
| 1,223,297 | | |
| 1,220,031 | | |
| 1,102,497 | |
Altium Packaging LLC | |
Containers, Packaging & Glass | |
Term Loan (01/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
1/29/2028 | |
| 496,250 | | |
| 494,097 | | |
| 485,084 | |
American Greetings Corporation | |
Media: Advertising, Printing & Publishing | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 1.00 | % | |
| 5.50 | % | |
4/6/2024 | |
| 3,012,861 | | |
| 3,011,323 | | |
| 3,011,355 | |
American Trailer World Corp | |
Automotive | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
3/3/2028 | |
| 1,990,000 | | |
| 1,984,442 | | |
| 1,954,558 | |
AmeriLife Holdings LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 4.11 | % | |
3/18/2027 | |
| 1,976,415 | | |
| 1,967,087 | | |
| 1,956,651 | |
AmWINS Group, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.75 | % | |
| 3.00 | % | |
2/17/2028 | |
| 1,980,006 | | |
| 1,957,163 | | |
| 1,946,900 | |
Anastasia Parent LLC | |
Consumer goods: Non-durable | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.97 | % | |
8/11/2025 | |
| 967,500 | | |
| 964,919 | | |
| 832,253 | |
Anchor Glass Container Corporation | |
Containers, Packaging & Glass | |
Term Loan (07/17) | |
Loan | |
3M USD LIBOR+ | |
| 2.75 | % | |
| 1.00 | % | |
| 3.75 | % | |
12/7/2023 | |
| 475,113 | | |
| 474,420 | | |
| 406,882 | |
Anchor Packaging, LLC | |
Containers, Packaging & Glass | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 4.21 | % | |
7/18/2026 | |
| 987,342 | | |
| 979,469 | | |
| 972,532 | |
ANI Pharmaceuticals, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 6.00 | % | |
| 0.75 | % | |
| 6.75 | % | |
11/19/2027 | |
| 3,000,000 | | |
| 2,943,100 | | |
| 3,000,000 | |
AP Core Holdings II LLC | |
High Tech Industries | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 6.25 | % | |
9/1/2027 | |
| 1,975,000 | | |
| 1,947,406 | | |
| 1,965,125 | |
AP Core Holdings II LLC | |
High Tech Industries | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 6.25 | % | |
9/1/2027 | |
| 500,000 | | |
| 493,024 | | |
| 498,125 | |
APi Group DE, Inc. (J2 Acquisition) | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
10/1/2026 | |
| 1,950,000 | | |
| 1,942,029 | | |
| 1,927,575 | |
APLP Holdings Limited Partnership | |
Energy: Electricity | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 4.75 | % | |
5/14/2027 | |
| 828,378 | | |
| 821,051 | | |
| 826,655 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Apollo Commercial Real Estate Finance, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 2.86 | % | |
5/15/2026 | |
| 2,969,543 | | |
| 2,937,176 | | |
| 2,887,881 | |
Apollo Commercial Real Estate Finance, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B1 (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
3/6/2028 | |
| 992,500 | | |
| 983,643 | | |
| 982,575 | |
AppLovin Corporation | |
High Tech Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
8/15/2025 | |
| 989,796 | | |
| 989,796 | | |
| 982,066 | |
AppLovin Corporation | |
High Tech Industries | |
Term Loan (10/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
10/21/2028 | |
| 1,496,250 | | |
| 1,492,669 | | |
| 1,481,288 | |
Aramark Corporation | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
1/15/2027 | |
| 2,331,250 | | |
| 2,268,549 | | |
| 2,279,776 | |
Aramark Corporation | |
Services: Consumer | |
Term Loan B (4/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
4/1/2028 | |
| 1,753,715 | | |
| 1,746,008 | | |
| 1,743,491 | |
ARC FALCON I INC. | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
9/23/2028 | |
| 872,611 | | |
| 868,610 | | |
| 855,526 | |
ARC FALCON I INC. (a) | |
Chemicals, Plastics, & Rubber | |
Delayed Draw Term Loan | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
9/22/2028 | |
| - | | |
| (601 | ) | |
| (2,494 | ) |
Arches Buyer Inc. | |
Services: Consumer | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
12/6/2027 | |
| 1,500,000 | | |
| 1,490,625 | | |
| 1,473,570 | |
Arctic Glacier U.S.A., Inc. | |
Beverage, Food & Tobacco | |
Term Loan (3/18) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
3/20/2024 | |
| 3,350,967 | | |
| 3,341,474 | | |
| 3,103,833 | |
Aretec Group, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/18) | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.46 | % | |
10/1/2025 | |
| 2,436,164 | | |
| 2,430,830 | | |
| 2,425,518 | |
ASP BLADE HOLDINGS, INC. | |
Capital Equipment | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 4.50 | % | |
10/7/2028 | |
| 100,000 | | |
| 99,530 | | |
| 99,542 | |
Asplundh Tree Expert, LLC | |
Services: Business | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
9/7/2027 | |
| 987,500 | | |
| 983,579 | | |
| 973,458 | |
AssuredPartners Capital, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (2/20) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.71 | % | |
2/12/2027 | |
| 1,000,000 | | |
| 996,250 | | |
| 984,580 | |
Assuredpartners Inc. | |
Banking, Finance, Insurance & Real Estate | |
Incremental Term Loan (7/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
2/12/2027 | |
| 995,006 | | |
| 995,006 | | |
| 978,837 | |
Assuredpartners Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
2/12/2027 | |
| 500,000 | | |
| 498,811 | | |
| 491,875 | |
ASTRO ONE ACQUISITION CORPORATION | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 6.25 | % | |
9/15/2028 | |
| 3,000,000 | | |
| 2,971,643 | | |
| 2,968,140 | |
Asurion, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B6 | |
Loan | |
1M USD LIBOR+ | |
| 3.13 | % | |
| 0.00 | % | |
| 3.33 | % | |
11/3/2023 | |
| 266,824 | | |
| 266,095 | | |
| 264,767 | |
Asurion, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B8 | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
12/18/2026 | |
| 2,995,112 | | |
| 2,984,120 | | |
| 2,939,882 | |
ATHENAHEALTH GROUP INC. | |
Healthcare & Pharmaceuticals | |
Term Loan B (2/22) | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
2/15/2029 | |
| 1,282,609 | | |
| 1,276,322 | | |
| 1,269,462 | |
ATHENAHEALTH GROUP INC. (a) | |
Healthcare & Pharmaceuticals | |
Delayed Draw Term Loan (02/22) | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
2/15/2029 | |
| - | | |
| - | | |
| (2,228 | ) |
Avast Software S.R.O. (Sybil Finance) | |
High Tech Industries | |
Term Loan (Sybil Software) | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.22 | % | |
3/22/2028 | |
| 1,925,000 | | |
| 1,920,766 | | |
| 1,916,819 | |
Avaya, Inc. | |
Telecommunications | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.44 | % | |
12/15/2027 | |
| 1,755,766 | | |
| 1,747,367 | | |
| 1,739,859 | |
Avaya, Inc. | |
Telecommunications | |
Term Loan B-2 (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 4.19 | % | |
12/15/2027 | |
| 1,000,000 | | |
| 1,000,000 | | |
| 988,590 | |
Avison Young (Canada) Inc | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.75 | % | |
| 0.00 | % | |
| 5.97 | % | |
1/31/2026 | |
| 3,405,995 | | |
| 3,370,219 | | |
| 3,371,935 | |
Avolon TLB Borrower 1 (US) LLC | |
Capital Equipment | |
Term Loan B3 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.75 | % | |
| 2.50 | % | |
1/15/2025 | |
| 1,000,000 | | |
| 900,020 | | |
| 990,630 | |
Avolon TLB Borrower 1 (US) LLC | |
Capital Equipment | |
Term Loan B5 (7/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.50 | % | |
| 2.75 | % | |
12/1/2027 | |
| 495,000 | | |
| 490,860 | | |
| 491,466 | |
AZURITY PHARMACEUTICALS, INC. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 6.00 | % | |
| 0.75 | % | |
| 6.75 | % | |
9/20/2027 | |
| 500,000 | | |
| 485,751 | | |
| 495,000 | |
B&G Foods, Inc. | |
Beverage, Food & Tobacco | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
10/10/2026 | |
| 706,458 | | |
| 701,732 | | |
| 701,605 | |
B.C. Unlimited Liability Co (Burger King) | |
Beverage, Food & Tobacco | |
Term Loan B4 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
11/19/2026 | |
| 1,470,000 | | |
| 1,438,969 | | |
| 1,440,968 | |
BAKELITE UK INTERMEDIATE LTD. | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.75 | % | |
2/1/2029 | |
| 1,000,000 | | |
| 995,000 | | |
| 992,500 | |
Baldwin Risk Partners, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
10/14/2027 | |
| 1,238,775 | | |
| 1,225,981 | | |
| 1,222,522 | |
Belfor Holdings Inc. | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.96 | % | |
4/6/2026 | |
| 248,092 | | |
| 247,897 | | |
| 246,851 | |
Belron Finance US LLC | |
Automotive | |
Term Loan B (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
4/13/2028 | |
| 1,985,000 | | |
| 1,967,341 | | |
| 1,968,247 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Bengal Debt Merger Sub LLC | |
Beverage, Food & Tobacco | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
1/24/2029 | |
| 1,890,909 | | |
| 1,889,030 | | |
| 1,873,191 | |
Bengal Debt Merger Sub LLC | |
Beverage, Food & Tobacco | |
Delayed Draw Term Loan | |
Loan | |
3M USD SOFR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
1/24/2029 | |
| 109,091 | | |
| 109,048 | | |
| 108,069 | |
Blackstone Mortgage Trust, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.46 | % | |
4/23/2026 | |
| 989,873 | | |
| 983,805 | | |
| 967,601 | |
Blackstone Mortgage Trust, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (6/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
4/23/2026 | |
| 1,480,053 | | |
| 1,470,897 | | |
| 1,464,335 | |
Blucora, Inc. | |
Services: Consumer | |
Term Loan (11/17) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
5/22/2024 | |
| 2,443,339 | | |
| 2,437,898 | | |
| 2,437,230 | |
Blue Tree Holdings, Inc. | |
Chemicals, Plastics, & Rubber | |
Term Loan (2/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.72 | % | |
3/4/2028 | |
| 992,500 | | |
| 990,307 | | |
| 983,200 | |
Bombardier Recreational Products, Inc. | |
Consumer goods: Durable | |
Term Loan (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.21 | % | |
5/24/2027 | |
| 1,470,049 | | |
| 1,461,460 | | |
| 1,442,486 | |
Boxer Parent Company, Inc. | |
High Tech Industries | |
Term Loan (2/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.97 | % | |
10/2/2025 | |
| 522,846 | | |
| 522,846 | | |
| 516,310 | |
Bracket Intermediate Holding Corp | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.47 | % | |
9/5/2025 | |
| 967,500 | | |
| 964,897 | | |
| 959,034 | |
BrightSpring Health Services (Phoenix Guarantor) | |
Healthcare & Pharmaceuticals | |
Term Loan B-3 | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.66 | % | |
3/5/2026 | |
| 992,500 | | |
| 992,500 | | |
| 980,342 | |
BroadStreet Partners, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B3 | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 3.21 | % | |
1/22/2027 | |
| 2,979,108 | | |
| 2,973,591 | | |
| 2,930,697 | |
Brookfield WEC Holdings Inc. | |
Energy: Electricity | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
8/1/2025 | |
| 1,477,538 | | |
| 1,479,743 | | |
| 1,453,528 | |
Buckeye Partners, L.P. | |
Utilities: Oil & Gas | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.36 | % | |
11/1/2026 | |
| 1,970,088 | | |
| 1,958,262 | | |
| 1,946,565 | |
BW Gas & Convenience Holdings LLC | |
Beverage, Food & Tobacco | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
3/31/2028 | |
| 2,487,500 | | |
| 2,465,358 | | |
| 2,475,063 | |
Callaway Golf Company | |
Retail | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.00 | % | |
| 4.71 | % | |
1/4/2026 | |
| 682,500 | | |
| 673,958 | | |
| 681,005 | |
CareerBuilder, LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 6.75 | % | |
| 1.00 | % | |
| 7.75 | % | |
7/31/2023 | |
| 5,393,388 | | |
| 5,246,921 | | |
| 4,159,650 | |
CareStream Health, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
6M USD LIBOR+ | |
| 6.75 | % | |
| 1.00 | % | |
| 7.75 | % | |
5/8/2023 | |
| 2,184,163 | | |
| 2,181,757 | | |
| 2,184,163 | |
Casa Systems, Inc | |
Telecommunications | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
12/20/2023 | |
| 1,391,125 | | |
| 1,387,217 | | |
| 1,349,391 | |
Castle US Holding Corporation | |
Media: Advertising, Printing & Publishing | |
Term Loan B (USD) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.97 | % | |
1/27/2027 | |
| 1,980,130 | | |
| 1,968,915 | | |
| 1,934,864 | |
CBI BUYER, INC. | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
1/6/2028 | |
| 995,000 | | |
| 992,948 | | |
| 963,906 | |
CCC Intelligent Solutions Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
9/16/2028 | |
| 250,000 | | |
| 249,432 | | |
| 246,875 | |
CCI Buyer, Inc | |
Telecommunications | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
12/17/2027 | |
| 248,125 | | |
| 246,017 | | |
| 245,257 | |
CCRR Parent, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
3/5/2028 | |
| 992,500 | | |
| 988,070 | | |
| 986,297 | |
CCS-CMGC Holdings, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 5.71 | % | |
9/25/2025 | |
| 2,425,000 | | |
| 2,412,003 | | |
| 2,371,456 | |
Cengage Learning, Inc. | |
Media: Advertising, Printing & Publishing | |
Term Loan B (6/21) | |
Loan | |
6M USD LIBOR+ | |
| 4.75 | % | |
| 1.00 | % | |
| 5.75 | % | |
7/14/2026 | |
| 2,992,500 | | |
| 2,966,179 | | |
| 2,985,019 | |
CENTURI GROUP, INC. | |
Construction & Building | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
8/27/2028 | |
| 931,998 | | |
| 923,210 | | |
| 923,647 | |
CenturyLink, Inc. | |
Telecommunications | |
Term Loan B (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.46 | % | |
3/15/2027 | |
| 3,929,899 | | |
| 3,924,411 | | |
| 3,823,045 | |
Chemours Company, (The) | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
4/3/2025 | |
| 915,661 | | |
| 880,331 | | |
| 896,780 | |
Churchill Downs Incorporated | |
Hotel, Gaming & Leisure | |
Term Loan B1 (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.21 | % | |
3/17/2028 | |
| 496,250 | | |
| 495,147 | | |
| 489,427 | |
CIMPRESS PUBLIC LIMITED COMPANY | |
Media: Advertising, Printing & Publishing | |
USD Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
5/17/2028 | |
| 995,000 | | |
| 986,097 | | |
| 987,538 | |
CITADEL SECURITIES LP | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (01/21) | |
Loan | |
1M USD SOFR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.69 | % | |
2/2/2028 | |
| 4,962,500 | | |
| 4,957,863 | | |
| 4,911,089 | |
Clarios Global LP | |
Automotive | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
4/30/2026 | |
| 1,267,812 | | |
| 1,259,559 | | |
| 1,253,549 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate (All In) | | |
Maturity Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Claros Mortgage Trust, Inc | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B-1 (11/21) | |
Loan | |
1M USD SOFR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 5.00 | % | |
8/9/2026 | |
| 3,474,709 | | |
| 3,452,852 | | |
| 3,457,336 | |
Cole Haan | |
Consumer goods: Non-durable | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 0.00 | % | |
| 6.01 | % | |
2/7/2025 | |
| 925,000 | | |
| 919,273 | | |
| 811,688 | |
Columbus McKinnon Corporation | |
Capital Equipment | |
Term Loan (4/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
5/14/2028 | |
| 487,192 | | |
| 486,099 | | |
| 482,929 | |
Compass Power Generation, LLC | |
Utilities: Electric | |
Term Loan B (08/18) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
12/20/2024 | |
| 1,707,152 | | |
| 1,704,898 | | |
| 1,686,120 | |
Conduent, Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 4.75 | % | |
10/16/2028 | |
| 1,000,000 | | |
| 990,409 | | |
| 990,310 | |
Connect Finco SARL | |
Telecommunications | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
12/11/2026 | |
| 2,947,500 | | |
| 2,823,770 | | |
| 2,906,972 | |
Consolidated Communications, Inc. | |
Telecommunications | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 4.25 | % | |
10/2/2027 | |
| 714,005 | | |
| 705,262 | | |
| 704,187 | |
CORAL-US CO-BORROWER LLC | |
Telecommunications | |
Term Loan B-5 | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.44 | % | |
1/31/2028 | |
| 4,000,000 | | |
| 3,986,739 | | |
| 3,914,280 | |
CoreCivic, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (12/19) | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 1.00 | % | |
| 5.50 | % | |
12/18/2024 | |
| 1,872,727 | | |
| 1,852,319 | | |
| 1,857,127 | |
Corelogic, Inc. | |
Services: Business | |
Term Loan (4/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
6/2/2028 | |
| 2,493,750 | | |
| 2,482,238 | | |
| 2,459,461 | |
Cortes NP Acquisition Corp (Vertiv) | |
Capital Equipment | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 2.86 | % | |
3/2/2027 | |
| 1,980,000 | | |
| 1,980,000 | | |
| 1,913,175 | |
COWEN INC. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 4.00 | % | |
3/24/2028 | |
| 3,967,481 | | |
| 3,944,804 | | |
| 3,898,050 | |
CROCS INC | |
Consumer goods: Durable | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.03 | % | |
1/26/2029 | |
| 1,000,000 | | |
| 995,000 | | |
| 987,500 | |
Cross Financial Corp | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (3/21) | |
Loan | |
6M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 4.81 | % | |
9/15/2027 | |
| 497,500 | | |
| 497,013 | | |
| 495,634 | |
Crown Subsea Communications Holding, Inc. | |
Construction & Building | |
Term Loan (4/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.75 | % | |
| 0.75 | % | |
| 5.50 | % | |
4/27/2027 | |
| 2,404,110 | | |
| 2,382,506 | | |
| 2,402,114 | |
CSC Holdings LLC (Neptune Finco Corp.) | |
Media: Broadcasting & Subscription | |
Term Loan B (03/17) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.44 | % | |
7/15/2025 | |
| 1,934,010 | | |
| 1,919,923 | | |
| 1,873,263 | |
CSC Holdings LLC (Neptune Finco Corp.) | |
Media: Broadcasting & Subscription | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.44 | % | |
1/15/2026 | |
| 485,000 | | |
| 484,359 | | |
| 469,946 | |
CSC Holdings LLC (Neptune Finco Corp.) | |
Media: Broadcasting & Subscription | |
Term Loan B-5 | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.69 | % | |
4/15/2027 | |
| 490,000 | | |
| 490,000 | | |
| 475,035 | |
CTS Midco, LLC | |
High Tech Industries | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 6.00 | % | |
| 1.00 | % | |
| 7.00 | % | |
11/2/2027 | |
| 1,980,000 | | |
| 1,929,799 | | |
| 1,952,775 | |
Daseke Inc | |
Transportation: Cargo | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 4.75 | % | |
3/5/2028 | |
| 1,488,750 | | |
| 1,482,131 | | |
| 1,473,863 | |
DCert Buyer, Inc. | |
High Tech Industries | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 4.21 | % | |
10/16/2026 | |
| 1,484,887 | | |
| 1,484,887 | | |
| 1,477,046 | |
Dealer Tire, LLC | |
Automotive | |
Term Loan B-1 | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.46 | % | |
12/12/2025 | |
| 2,940,000 | | |
| 2,935,370 | | |
| 2,926,211 | |
Delek US Holdings, Inc. | |
Utilities: Oil & Gas | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.46 | % | |
3/31/2025 | |
| 6,315,361 | | |
| 6,274,862 | | |
| 6,148,699 | |
DexKo Global, Inc. (Dragon Merger) | |
Automotive | |
Term Loan (9/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
10/4/2028 | |
| 840,000 | | |
| 836,119 | | |
| 828,450 | |
DexKo Global, Inc. (Dragon Merger) (a) | |
Automotive | |
Delayed Draw Term Loan (9/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
10/4/2028 | |
| 130,905 | | |
| 134,906 | | |
| 132,706 | |
Diamond Sports Group, LLC (b) | |
Media: Broadcasting & Subscription | |
Term Loan | |
Loan | |
Prime+ | |
| 2.25 | % | |
| 0.00 | % | |
| 5.50 | % | |
8/24/2026 | |
| 3,408,970 | | |
| 2,964,398 | | |
| 1,264,728 | |
DIRECTV FINANCING, LLC | |
Media: Broadcasting & Subscription | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 5.75 | % | |
8/2/2027 | |
| 3,910,000 | | |
| 3,874,543 | | |
| 3,896,823 | |
Dispatch Acquisition Holdings, LLC | |
Environmental Industries | |
Term Loan B (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 5.00 | % | |
3/25/2028 | |
| 497,500 | | |
| 493,121 | | |
| 493,769 | |
DOMTAR CORPORATION | |
Forest Products & Paper | |
Term Loan 9/21 | |
Loan | |
1M USD LIBOR+ | |
| 5.50 | % | |
| 0.75 | % | |
| 6.25 | % | |
11/30/2028 | |
| 840,645 | | |
| 832,557 | | |
| 837,140 | |
DRI HOLDING INC. | |
Media: Advertising, Printing & Publishing | |
Term Loan (12/21) | |
Loan | |
1M USD LIBOR+ | |
| 5.25 | % | |
| 0.50 | % | |
| 5.75 | % | |
12/15/2028 | |
| 3,000,000 | | |
| 2,970,701 | | |
| 2,944,500 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
DRW Holdings, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.96 | % | |
3/1/2028 | |
| 6,500,000 | | |
| 6,454,552 | | |
| 6,467,500 | |
DTZ U.S. Borrower, LLC | |
Construction & Building | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 2.96 | % | |
8/21/2025 | |
| 3,876,012 | | |
| 3,865,362 | | |
| 3,838,880 | |
EAB Global, Inc. | |
Services: Business | |
Term Loan (08/21) | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
8/16/2028 | |
| 1,000,000 | | |
| 995,320 | | |
| 989,250 | |
Echo Global Logistics, Inc. | |
Services: Business | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
11/23/2028 | |
| 2,000,000 | | |
| 1,995,444 | | |
| 1,978,500 | |
Edelman Financial Group Inc., The | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 4.25 | % | |
4/7/2028 | |
| 2,210,766 | | |
| 2,203,181 | | |
| 2,190,603 | |
Electrical Components Inter., Inc. | |
Capital Equipment | |
Term Loan (6/18) | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.46 | % | |
6/26/2025 | |
| 1,903,934 | | |
| 1,903,934 | | |
| 1,874,575 | |
ELECTRON BIDCO INC. | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
11/1/2028 | |
| 500,000 | | |
| 497,610 | | |
| 494,455 | |
ELO Touch Solutions, Inc. | |
Media: Diversified & Production | |
Term Loan (12/18) | |
Loan | |
1M USD LIBOR+ | |
| 6.50 | % | |
| 0.00 | % | |
| 6.71 | % | |
12/14/2025 | |
| 2,341,935 | | |
| 2,266,272 | | |
| 2,334,137 | |
Embecta Corp | |
Healthcare & Pharmaceuticals | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
1/26/2029 | |
| 750,000 | | |
| 746,250 | | |
| 742,688 | |
Endo Luxembourg Finance Company I S.a.r.l. | |
Healthcare & Pharmaceuticals | |
Term Loan (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 5.75 | % | |
3/27/2028 | |
| 2,347,110 | | |
| 2,338,792 | | |
| 2,264,421 | |
Endure Digital, Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 4.25 | % | |
2/10/2028 | |
| 2,487,500 | | |
| 2,476,721 | | |
| 2,394,219 | |
Enterprise Merger Sub Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan B (06/18) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.96 | % | |
10/10/2025 | |
| 4,850,000 | | |
| 4,844,205 | | |
| 3,516,638 | |
Equiniti Group PLC | |
Services: Business | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 5.00 | % | |
12/11/2028 | |
| 500,000 | | |
| 495,392 | | |
| 497,085 | |
EyeCare Partners, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.97 | % | |
2/18/2027 | |
| 1,967,959 | | |
| 1,967,595 | | |
| 1,945,820 | |
Finco I LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (9/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
6/27/2025 | |
| 3,793,978 | | |
| 3,787,136 | | |
| 3,743,708 | |
First Brands Group, LLC | |
Automotive | |
1st Lien Term Loan (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 1.00 | % | |
| 6.00 | % | |
3/30/2027 | |
| 4,962,500 | | |
| 4,891,260 | | |
| 4,925,281 | |
First Eagle Investment Management | |
Banking, Finance, Insurance & Real Estate | |
Refinancing Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.72 | % | |
2/1/2027 | |
| 5,200,639 | | |
| 5,184,839 | | |
| 5,109,628 | |
First Student Bidco Inc. | |
Transportation: Consumer | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
7/21/2028 | |
| 730,392 | | |
| 725,495 | | |
| 719,663 | |
First Student Bidco Inc. | |
Transportation: Consumer | |
Term Loan C | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
7/21/2028 | |
| 269,608 | | |
| 267,800 | | |
| 265,647 | |
Fitness International, LLC (LA Fitness) | |
Services: Consumer | |
Term Loan B (4/18) | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 1.00 | % | |
| 4.25 | % | |
4/18/2025 | |
| 1,330,058 | | |
| 1,325,610 | | |
| 1,235,292 | |
FOCUS FINANCIAL PARTNERS, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.21 | % | |
7/3/2024 | |
| 494,872 | | |
| 494,493 | | |
| 488,122 | |
Franchise Group, Inc. | |
Services: Consumer | |
First Out Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.75 | % | |
| 0.75 | % | |
| 5.50 | % | |
3/10/2026 | |
| 815,445 | | |
| 808,696 | | |
| 813,406 | |
Franklin Square Holdings, L.P. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.50 | % | |
8/1/2025 | |
| 4,353,736 | | |
| 4,335,125 | | |
| 4,310,199 | |
Froneri International (R&R Ice Cream) | |
Beverage, Food & Tobacco | |
Term Loan B-2 | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.46 | % | |
1/29/2027 | |
| 1,970,000 | | |
| 1,966,736 | | |
| 1,927,428 | |
Garrett LX III S.a r.l. | |
Automotive | |
Dollar Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
4/28/2028 | |
| 1,496,250 | | |
| 1,489,649 | | |
| 1,470,066 | |
Gemini HDPE LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan B (12/20) | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
12/31/2027 | |
| 2,392,656 | | |
| 2,376,261 | | |
| 2,370,715 | |
General Nutrition Centers, Inc. (d) | |
Retail | |
Second Lien Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 6.00 | % | |
| 0.00 | % | |
| 6.11 | % | |
10/7/2026 | |
| 376,605 | | |
| 376,605 | | |
| 351,342 | |
Genesee & Wyoming, Inc. | |
Transportation: Cargo | |
Term Loan (11/19) | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.22 | % | |
12/30/2026 | |
| 1,473,750 | | |
| 1,468,685 | | |
| 1,451,305 | |
GEO Group, Inc., The | |
Banking, Finance, Insurance & Real Estate | |
Term Loan Refinance | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.75 | % | |
| 2.75 | % | |
3/22/2024 | |
| 3,922,786 | | |
| 3,717,418 | | |
| 3,615,828 | |
GGP Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
8/27/2025 | |
| 3,775,280 | | |
| 3,197,869 | | |
| 3,684,031 | |
Gigamon Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 4.25 | % | |
12/27/2024 | |
| 2,900,607 | | |
| 2,887,935 | | |
| 2,889,730 | |
Global Business Travel (GBT) III Inc. | |
Hotel, Gaming & Leisure | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
8/13/2025 | |
| 4,353,750 | | |
| 4,353,165 | | |
| 4,065,314 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Global Tel*Link Corporation | |
Telecommunications | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.46 | % | |
11/29/2025 | |
| 4,938,649 | | |
| 4,748,435 | | |
| 4,788,959 | |
Go Daddy Operating Company, LLC | |
High Tech Industries | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.21 | % | |
8/10/2027 | |
| 1,979,899 | | |
| 1,979,899 | | |
| 1,948,657 | |
Go Wireless Holdings, Inc. | |
Telecommunications | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 6.50 | % | |
| 1.00 | % | |
| 7.50 | % | |
12/22/2024 | |
| 2,846,753 | | |
| 2,824,354 | | |
| 2,828,961 | |
GOLDEN WEST PACKAGING GROUP LLC | |
Forest Products & Paper | |
Term Loan (11/21) | |
Loan | |
1M USD LIBOR+ | |
| 5.25 | % | |
| 0.75 | % | |
| 6.00 | % | |
11/23/2027 | |
| 2,000,000 | | |
| 1,980,672 | | |
| 1,980,000 | |
Graham Packaging Co Inc | |
Containers, Packaging & Glass | |
Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 3.75 | % | |
8/7/2027 | |
| 972,314 | | |
| 966,607 | | |
| 961,647 | |
Great Outdoors Group, LLC | |
Retail | |
Term Loan B2 | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
3/6/2028 | |
| 990,019 | | |
| 985,574 | | |
| 984,079 | |
Greenhill & Co., Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
4/12/2024 | |
| 2,844,231 | | |
| 2,829,223 | | |
| 2,826,454 | |
Griffon Corporation | |
Consumer goods: Durable | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.27 | % | |
1/24/2029 | |
| 250,000 | | |
| 249,378 | | |
| 248,063 | |
Grosvenor Capital Management Holdings, LLLP | |
Banking, Finance, Insurance & Real Estate | |
Amendment 5 Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
2/24/2028 | |
| 3,870,741 | | |
| 3,867,368 | | |
| 3,845,581 | |
Harbor Freight Tools USA, Inc. | |
Retail | |
Term Loan B (06/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
10/19/2027 | |
| 3,473,618 | | |
| 3,452,200 | | |
| 3,414,393 | |
Harland Clarke Holdings Corp. | |
Media: Advertising, Printing & Publishing | |
Term Loan (08/21) | |
Loan | |
3M USD LIBOR+ | |
| 7.75 | % | |
| 1.00 | % | |
| 8.75 | % | |
6/16/2026 | |
| 1,262,555 | | |
| 1,260,655 | | |
| 1,121,149 | |
Helix Gen Funding, LLc | |
Energy: Electricity | |
Term Loan B (02/17) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 4.75 | % | |
6/3/2024 | |
| 226,716 | | |
| 226,626 | | |
| 218,895 | |
Hillman Group Inc. (The) (New) | |
Consumer goods: Durable | |
Term Loan B-1 (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
7/14/2028 | |
| 3,514,399 | | |
| 3,506,291 | | |
| 3,471,101 | |
Hillman Group Inc. (The) (New) (a) | |
Consumer goods: Durable | |
Delayed Draw Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
7/14/2028 | |
| 67,342 | | |
| 67,342 | | |
| 56,947 | |
HLF Financing SARL (Herbalife) | |
Consumer goods: Non-durable | |
Term Loan B (08/18) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
8/18/2025 | |
| 3,550,000 | | |
| 3,541,488 | | |
| 3,505,625 | |
Holley Purchaser, Inc | |
Automotive | |
Term Loan (11/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
11/17/2028 | |
| 2,137,500 | | |
| 2,127,187 | | |
| 2,117,899 | |
Holley Purchaser, Inc (a) | |
Automotive | |
Delayed Draw Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
11/17/2028 | |
| 106,875 | | |
| 106,875 | | |
| 103,602 | |
Howden Group Holdings | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 4.00 | % | |
11/12/2027 | |
| 2,174,152 | | |
| 2,164,312 | | |
| 2,148,192 | |
Hudson River Trading LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (3/21) | |
Loan | |
1M USD SOFR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 3.30 | % | |
3/17/2028 | |
| 5,955,000 | | |
| 5,902,173 | | |
| 5,843,344 | |
Idera, Inc. | |
High Tech Industries | |
Term Loan (02/21) | |
Loan | |
6M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
3/2/2028 | |
| 4,860,079 | | |
| 4,848,914 | | |
| 4,811,478 | |
IMA Financial Group, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
11/1/2028 | |
| 2,000,000 | | |
| 1,990,546 | | |
| 1,973,760 | |
INDY US BIDCO, LLC | |
Services: Business | |
Term Loan (11/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.96 | % | |
3/6/2028 | |
| 2,238,141 | | |
| 2,237,925 | | |
| 2,221,355 | |
INEOS US PETROCHEM LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.25 | % | |
1/29/2026 | |
| 995,000 | | |
| 991,113 | | |
| 983,189 | |
Informatica Inc. | |
High Tech Industries | |
Term Loan B (10/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 3.00 | % | |
10/27/2028 | |
| 500,000 | | |
| 499,441 | | |
| 493,440 | |
Ingram Micro Inc. | |
High Tech Industries | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
6/30/2028 | |
| 1,492,500 | | |
| 1,478,709 | | |
| 1,483,172 | |
Inmar Acquisition Sub, Inc. | |
Services: Business | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
5/1/2024 | |
| 3,386,129 | | |
| 3,343,519 | | |
| 3,356,501 | |
Innophos, Inc. | |
Chemicals, Plastics, & Rubber | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.96 | % | |
2/4/2027 | |
| 491,250 | | |
| 489,509 | | |
| 487,973 | |
INSTANT BRANDS HOLDINGS INC. | |
Consumer goods: Durable | |
Term Loan 4/21 | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 5.75 | % | |
4/7/2028 | |
| 4,368,033 | | |
| 4,346,269 | | |
| 4,018,591 | |
INSTRUCTURE HOLDINGS, INC. | |
High Tech Industries | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.27 | % | |
10/21/2028 | |
| 500,000 | | |
| 498,797 | | |
| 492,500 | |
Isagenix International, LLC | |
Beverage, Food & Tobacco | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 6.75 | % | |
6/14/2025 | |
| 2,427,552 | | |
| 2,401,608 | | |
| 1,775,900 | |
Ivory Merger Sub, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.67 | % | |
3/14/2025 | |
| 2,949,539 | | |
| 2,931,462 | | |
| 2,870,285 | |
J Jill Group, Inc | |
Retail | |
Priming Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 1.00 | % | |
| 6.00 | % | |
5/8/2024 | |
| 1,574,907 | | |
| 1,573,650 | | |
| 1,409,542 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Jane Street Group | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 2.96 | % | |
1/31/2028 | |
| 3,960,000 | | |
| 3,954,873 | | |
| 3,906,778 | |
Journey Personal Care Corp. | |
Consumer goods: Non-durable | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 5.00 | % | |
3/1/2028 | |
| 995,000 | | |
| 990,570 | | |
| 945,250 | |
JP Intermediate B, LLC | |
Consumer goods: Non-durable | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 6.50 | % | |
11/15/2025 | |
| 4,154,019 | | |
| 4,125,538 | | |
| 3,620,933 | |
KAR Auction Services, Inc. | |
Automotive | |
Term Loan B (09/19) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.50 | % | |
9/19/2026 | |
| 244,375 | | |
| 243,989 | | |
| 241,931 | |
Klockner-Pentaplast of America, Inc. | |
Containers, Packaging & Glass | |
Term Loan (1/21) (USD) | |
Loan | |
6M USD LIBOR+ | |
| 4.75 | % | |
| 0.50 | % | |
| 5.55 | % | |
2/12/2026 | |
| 1,488,750 | | |
| 1,482,629 | | |
| 1,391,981 | |
Kodiak BP, LLC | |
Construction & Building | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 4.00 | % | |
3/13/2028 | |
| 496,250 | | |
| 494,732 | | |
| 489,054 | |
KREF Holdings X LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (11/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
9/1/2027 | |
| 496,250 | | |
| 486,145 | | |
| 491,288 | |
Lakeland Tours, LLC (d) | |
Hotel, Gaming & Leisure | |
Priority Exit PIK Term Loan (9/20) | |
Loan | |
3M USD LIBOR+ | |
| 6.00 | % | |
| 1.25 | % | |
| 7.25 | % | |
9/25/2023 | |
| 299,904 | | |
| 288,132 | | |
| 300,054 | |
Lakeland Tours, LLC (d) | |
Hotel, Gaming & Leisure | |
2nd Out Take Back PIK Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 1.50 | % | |
| 1.25 | % | |
| 2.75 | % | |
9/25/2025 | |
| 616,465 | | |
| 528,040 | | |
| 592,115 | |
Lakeland Tours, LLC (d) | |
Hotel, Gaming & Leisure | |
Third Out PIK Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 1.50 | % | |
| 1.25 | % | |
| 2.75 | % | |
9/25/2025 | |
| 818,373 | | |
| 540,076 | | |
| 720,987 | |
Lakeland Tours, LLC (d) | |
Hotel, Gaming & Leisure | |
Holdco Fixed Term Loan | |
Loan | |
Fixed | |
| 0.00 | % | |
| 0.00 | % | |
| 13.25 | % | |
9/27/2027 | |
| 869,977 | | |
| 228,303 | | |
| 594,847 | |
Lealand Finance Company B.V. (d) | |
Energy: Oil & Gas | |
Exit Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.00 | % | |
| 0.00 | % | |
| 1.21 | % | |
6/30/2025 | |
| 334,753 | | |
| 334,753 | | |
| 155,422 | |
Learfield Communications, Inc | |
Media: Advertising, Printing & Publishing | |
Initial Term Loan (A-L Parent) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 1.00 | % | |
| 4.25 | % | |
12/1/2023 | |
| 475,000 | | |
| 474,352 | | |
| 449,616 | |
Lifetime Brands, Inc | |
Consumer goods: Non-durable | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
2/28/2025 | |
| 2,694,077 | | |
| 2,673,038 | | |
| 2,667,136 | |
Lightstone Generation LLC | |
Energy: Electricity | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 4.75 | % | |
1/30/2024 | |
| 1,322,520 | | |
| 1,321,594 | | |
| 1,099,212 | |
Lightstone Generation LLC | |
Energy: Electricity | |
Term Loan C | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 4.75 | % | |
1/30/2024 | |
| 74,592 | | |
| 74,542 | | |
| 61,997 | |
Liquid Tech Solutions Holdings, LLC | |
Services: Business | |
Term Loan | |
Loan | |
12M USD LIBOR+ | |
| 4.75 | % | |
| 0.00 | % | |
| 5.50 | % | |
3/17/2028 | |
| 995,000 | | |
| 991,612 | | |
| 991,269 | |
LogMeIn, Inc. | |
High Tech Industries | |
Term Loan (8/20) | |
Loan | |
1M USD LIBOR+ | |
| 4.75 | % | |
| 0.00 | % | |
| 4.89 | % | |
8/31/2027 | |
| 3,960,000 | | |
| 3,897,792 | | |
| 3,888,482 | |
LOYALTY VENTURES INC. | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 5.00 | % | |
11/3/2027 | |
| 3,340,141 | | |
| 3,320,925 | | |
| 3,294,214 | |
LPL Holdings, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B1 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.86 | % | |
11/11/2026 | |
| 1,220,308 | | |
| 1,218,289 | | |
| 1,200,857 | |
LSF11 A5 HOLDCO LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
10/16/2028 | |
| 250,000 | | |
| 248,837 | | |
| 246,875 | |
MA FinanceCo LLC | |
High Tech Industries | |
Term Loan B4 | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 1.00 | % | |
| 5.25 | % | |
6/5/2025 | |
| 2,234,660 | | |
| 2,228,836 | | |
| 2,208,582 | |
MAGNITE, INC. | |
Services: Business | |
Term Loan | |
Loan | |
6M USD LIBOR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 5.75 | % | |
4/28/2028 | |
| 1,990,000 | | |
| 1,935,905 | | |
| 1,980,050 | |
Marriott Ownership Resorts, Inc. | |
Hotel, Gaming & Leisure | |
Term Loan (11/19) | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
8/29/2025 | |
| 1,317,074 | | |
| 1,317,074 | | |
| 1,290,403 | |
Match Group, Inc, The | |
Services: Consumer | |
Term Loan (1/20) | |
Loan | |
3M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 2.22 | % | |
2/15/2027 | |
| 250,000 | | |
| 249,562 | | |
| 244,895 | |
Mayfield Agency Borrower Inc. (FeeCo) | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.00 | % | |
| 4.71 | % | |
2/28/2025 | |
| 3,392,071 | | |
| 3,369,794 | | |
| 3,375,823 | |
McAfee, LLC | |
Services: Business | |
Term Loan B | |
Loan | |
Prime+ | |
| 2.75 | % | |
| 0.00 | % | |
| 6.00 | % | |
9/30/2024 | |
| 1,642,423 | | |
| 1,638,322 | | |
| 1,638,054 | |
McGraw-Hill Education, Inc. | |
Media: Advertising, Printing & Publishing | |
Term Loan (07/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.75 | % | |
| 0.50 | % | |
| 5.26 | % | |
7/28/2028 | |
| 1,995,000 | | |
| 1,976,108 | | |
| 1,975,050 | |
MedAssets Software Inter Hldg, Inc. | |
High Tech Industries | |
Term Loan (11/21) (USD) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 4.50 | % | |
11/17/2028 | |
| 500,000 | | |
| 492,500 | | |
| 496,250 | |
Mermaid Bidco Inc. | |
High Tech Industries | |
Term Loan B2 | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
12/22/2027 | |
| 993,756 | | |
| 990,577 | | |
| 976,366 | |
Messer Industries, LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.72 | % | |
3/1/2026 | |
| 3,381,477 | | |
| 3,366,633 | | |
| 3,341,677 | |
Michaels Companies Inc | |
Retail | |
Term Loan B (Magic Mergeco) | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 5.00 | % | |
4/8/2028 | |
| 2,492,500 | | |
| 2,474,302 | | |
| 2,312,492 | |
Milk Specialties Company | |
Beverage, Food & Tobacco | |
Term Loan (6/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
8/15/2025 | |
| 3,801,560 | | |
| 3,774,075 | | |
| 3,782,552 | |
MJH Healthcare Holdings, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan B (01/22) | |
Loan | |
1M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
1/28/2029 | |
| 250,000 | | |
| 248,782 | | |
| 247,500 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
MKS Instruments, Inc. | |
High Tech Industries | |
Term Loan B6 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
2/2/2026 | |
| 868,529 | | |
| 863,296 | | |
| 862,562 | |
MRC Global Inc. | |
Metals & Mining | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 3.21 | % | |
9/20/2024 | |
| 351,484 | | |
| 351,116 | | |
| 348,848 | |
MW Industries, Inc. (Helix Acquisition Holdings) | |
Capital Equipment | |
Term Loan (2019 Incremental) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.97 | % | |
9/30/2024 | |
| 2,842,097 | | |
| 2,812,930 | | |
| 2,765,730 | |
NAB Holdings, LLC (North American Bancard) | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (11/21) | |
Loan | |
1M USD SOFR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
11/17/2028 | |
| 3,000,000 | | |
| 2,992,613 | | |
| 2,950,710 | |
Natgasoline LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.75 | % | |
11/14/2025 | |
| 3,472,277 | | |
| 3,448,686 | | |
| 3,411,513 | |
National Mentor Holdings, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan 2/21 | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
3/2/2028 | |
| 2,763,891 | | |
| 2,753,599 | | |
| 2,704,771 | |
National Mentor Holdings, Inc. | |
Healthcare & Pharmaceuticals | |
Term Loan C 2/21 | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
3/2/2028 | |
| 87,464 | | |
| 87,078 | | |
| 85,593 | |
National Mentor Holdings, Inc. (a) | |
Healthcare & Pharmaceuticals | |
Delayed Draw Term Loan 2/21 | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
3/2/2028 | |
| - | | |
| - | | |
| (2,758 | ) |
Neenah, Inc. | |
Forest Products & Paper | |
Term Loan B (03/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
4/6/2028 | |
| 1,990,000 | | |
| 1,981,133 | | |
| 1,960,150 | |
NEW ERA CAP, LLC | |
Consumer goods: Durable | |
Term Loan (01/22) | |
Loan | |
6M USD LIBOR+ | |
| 6.00 | % | |
| 0.75 | % | |
| 6.75 | % | |
7/13/2027 | |
| 1,000,000 | | |
| 998,828 | | |
| 997,500 | |
Nexstar Broadcasting, Inc. (Mission Broadcasting) | |
Media: Broadcasting & Subscription | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.61 | % | |
9/18/2026 | |
| 1,113,795 | | |
| 1,103,364 | | |
| 1,107,146 | |
Next Level Apparel, Inc. | |
Retail | |
Term Loan | |
Loan | |
3M USD WIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 6.50 | % | |
8/9/2024 | |
| 1,725,340 | | |
| 1,717,025 | | |
| 1,690,834 | |
NM Z Parent Inc (Zep Inc) | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
12M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
8/9/2024 | |
| 871,151 | | |
| 869,399 | | |
| 842,838 | |
NorthPole Newco S.a.r.l (b), (d) | |
Aerospace & Defense | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 7.00 | % | |
| 0.00 | % | |
| 7.22 | % | |
3/3/2025 | |
| 5,348,887 | | |
| 5,028,659 | | |
| 1,537,805 | |
NortonLifeLock Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 2.50 | % | |
1/28/2029 | |
| 1,500,000 | | |
| 1,492,500 | | |
| 1,480,620 | |
Novae LLC | |
Automotive | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 5.75 | % | |
12/22/2028 | |
| 1,555,556 | | |
| 1,540,210 | | |
| 1,540,000 | |
Novae LLC (a) | |
Automotive | |
Delayed Draw Term Loan | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
12/22/2028 | |
| - | | |
| - | | |
| (4,444 | ) |
Novolex Holdings, Inc (Flex Acquisition) | |
Containers, Packaging & Glass | |
Term Loan (02/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
3/2/2028 | |
| 987,555 | | |
| 983,296 | | |
| 983,437 | |
Nuvei Technologies Corp. | |
High Tech Industries | |
US Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
9/29/2025 | |
| 2,238,750 | | |
| 2,234,198 | | |
| 2,210,766 | |
Olaplex, Inc. | |
Consumer goods: Non-durable | |
Term Loan (2/22) | |
Loan | |
1M USD SOFR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
2/23/2029 | |
| 1,000,000 | | |
| 997,500 | | |
| 996,250 | |
Organon & Co. | |
Healthcare & Pharmaceuticals | |
Term Loan USD | |
Loan | |
6M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
6/2/2028 | |
| 2,410,417 | | |
| 2,399,629 | | |
| 2,397,617 | |
Pacific Gas and Electric Company | |
Utilities: Electric | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
6/18/2025 | |
| 1,479,969 | | |
| 1,474,197 | | |
| 1,449,999 | |
PACTIV EVERGREEN GROUP HOLDINGS INC. | |
Containers, Packaging & Glass | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
9/20/2028 | |
| 997,500 | | |
| 992,792 | | |
| 984,473 | |
Padagis LLC | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 4.75 | % | |
| 0.50 | % | |
| 5.25 | % | |
7/6/2028 | |
| 941,176 | | |
| 932,470 | | |
| 934,118 | |
Panther Guarantor II, L.P. (Forcepoint) | |
High Tech Industries | |
Term Loan 1/21 | |
Loan | |
3M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 5.00 | % | |
1/7/2028 | |
| 497,500 | | |
| 494,346 | | |
| 493,520 | |
Pathway Partners Vet Management Company LLC | |
Services: Business | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.96 | % | |
3/30/2027 | |
| 491,473 | | |
| 482,640 | | |
| 486,804 | |
PCI Gaming Authority | |
Hotel, Gaming & Leisure | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
5/29/2026 | |
| 809,038 | | |
| 806,361 | | |
| 800,188 | |
PEARLS (Netherlands) Bidco B.V. | |
Chemicals, Plastics, & Rubber | |
USD Term Loan (02/22) | |
Loan | |
3M USD SOFR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 4.50 | % | |
2/4/2029 | |
| 1,000,000 | | |
| 997,500 | | |
| 989,580 | |
PECF USS INTERMEDIATE HOLDING III CORPORATION | |
Environmental Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 4.75 | % | |
12/15/2028 | |
| 100,000 | | |
| 99,777 | | |
| 99,391 | |
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan (12/22) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.84 | % | |
12/28/2028 | |
| 1,302,632 | | |
| 1,296,159 | | |
| 1,291,234 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a) | |
Healthcare & Pharmaceuticals | |
Delayed Draw Term Loan (12/21) | |
Loan | |
N/A | |
| N/A | | |
| N/A | | |
| N/A | | |
12/28/2028 | |
| - | | |
| - | | |
| (1,727 | ) |
Penn National Gaming | |
Hotel, Gaming & Leisure | |
Term Loan B-1 | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.75 | % | |
| 3.00 | % | |
10/15/2025 | |
| 1,762,675 | | |
| 1,715,292 | | |
| 1,746,370 | |
Peraton Corp. | |
Aerospace & Defense | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
2/1/2028 | |
| 5,459,994 | | |
| 5,439,162 | | |
| 5,425,869 | |
PHYSICIAN PARTNERS, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 4.00 | % | |
| 0.50 | % | |
| 4.50 | % | |
12/23/2028 | |
| 2,000,000 | | |
| 1,980,245 | | |
| 1,985,000 | |
Ping Identity Corporation | |
High Tech Industries | |
Term Loan B (11/21) | |
Loan | |
6M USD SOFR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.45 | % | |
11/22/2028 | |
| 1,000,000 | | |
| 995,074 | | |
| 990,000 | |
Pitney Bowes Inc | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 4.21 | % | |
3/17/2028 | |
| 2,977,500 | | |
| 2,960,793 | | |
| 2,944,003 | |
Pixelle Specialty Solutions LLC | |
Forest Products & Paper | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 6.50 | % | |
| 1.00 | % | |
| 7.50 | % | |
10/31/2024 | |
| 3,535,026 | | |
| 3,515,981 | | |
| 3,504,837 | |
Plastipak Holdings Inc. | |
Containers, Packaging & Glass | |
Term Loan B (11/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
11/17/2028 | |
| 2,000,000 | | |
| 1,990,299 | | |
| 1,974,380 | |
Playtika Holding Corp. | |
High Tech Industries | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.00 | % | |
| 2.96 | % | |
3/13/2028 | |
| 4,466,250 | | |
| 4,457,371 | | |
| 4,415,513 | |
PMHC II, INC. | |
Chemicals, Plastics, & Rubber | |
Term Loan (02/22) | |
Loan | |
3M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 4.75 | % | |
2/2/2029 | |
| 2,000,000 | | |
| 1,990,000 | | |
| 1,968,340 | |
PointClickCare Technologies, Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 3.75 | % | |
12/29/2027 | |
| 496,250 | | |
| 494,183 | | |
| 486,945 | |
Polymer Process Holdings, Inc. | |
Containers, Packaging & Glass | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.75 | % | |
| 0.75 | % | |
| 5.50 | % | |
2/12/2028 | |
| 5,458,750 | | |
| 5,404,639 | | |
| 5,333,635 | |
Pre-Paid Legal Services, Inc. | |
Services: Consumer | |
Term Loan (12/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
12/15/2028 | |
| 3,000,000 | | |
| 2,975,633 | | |
| 2,973,000 | |
Presidio, Inc. | |
Services: Business | |
Term Loan B (1/20) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.71 | % | |
1/22/2027 | |
| 492,500 | | |
| 491,700 | | |
| 488,038 | |
Prime Security Services Borrower, LLC (ADT) | |
Services: Consumer | |
Term Loan (1/21) | |
Loan | |
6M USD LIBOR+ | |
| 2.75 | % | |
| 0.75 | % | |
| 3.50 | % | |
9/23/2026 | |
| 3,556,300 | | |
| 3,553,818 | | |
| 3,513,837 | |
PRIORITY HOLDINGS, LLC | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 6.75 | % | |
4/27/2027 | |
| 2,985,000 | | |
| 2,957,411 | | |
| 2,973,806 | |
PriSo Acquisition Corporation | |
Construction & Building | |
Term Loan (01/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 4.00 | % | |
12/28/2027 | |
| 496,248 | | |
| 494,100 | | |
| 487,832 | |
Project Leopard Holdings Inc | |
High Tech Industries | |
Term Loan | |
Loan | |
6M USD LIBOR+ | |
| 4.75 | % | |
| 1.00 | % | |
| 5.75 | % | |
7/5/2024 | |
| 495,000 | | |
| 494,242 | | |
| 492,678 | |
Prometric Inc. (Sarbacane Bidco) | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 1.00 | % | |
| 4.00 | % | |
1/29/2025 | |
| 481,388 | | |
| 480,315 | | |
| 474,017 | |
PUG LLC | |
Services: Consumer | |
Term Loan B (02/20) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.71 | % | |
2/12/2027 | |
| 485,075 | | |
| 483,298 | | |
| 475,374 | |
QUEST BORROWER LIMITED | |
High Tech Industries | |
Term Loan (1/22) | |
Loan | |
3M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 4.75 | % | |
1/19/2029 | |
| 2,000,000 | | |
| 1,980,237 | | |
| 1,968,760 | |
Rackspace Technology Global, Inc. | |
High Tech Industries | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.75 | % | |
| 3.50 | % | |
2/15/2028 | |
| 496,250 | | |
| 494,141 | | |
| 480,519 | |
RealPage, Inc. | |
High Tech Industries | |
Term Loan (04/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
4/24/2028 | |
| 997,500 | | |
| 995,328 | | |
| 985,720 | |
Renaissance Learning, Inc. | |
Services: Consumer | |
Term Loan (5/18) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
5/30/2025 | |
| 2,969,141 | | |
| 2,946,381 | | |
| 2,922,496 | |
Rent-A-Center, Inc. | |
Retail | |
Term Loan B2 (9/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.81 | % | |
2/17/2028 | |
| 993,744 | | |
| 991,647 | | |
| 973,869 | |
Research Now Group, Inc | |
Media: Advertising, Printing & Publishing | |
Term Loan | |
Loan | |
6M USD LIBOR+ | |
| 5.50 | % | |
| 1.00 | % | |
| 6.50 | % | |
12/20/2024 | |
| 4,343,378 | | |
| 4,268,021 | | |
| 4,251,082 | |
Resideo Funding Inc. | |
Services: Consumer | |
Term Loan (1/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.50 | % | |
| 2.75 | % | |
2/11/2028 | |
| 1,488,750 | | |
| 1,486,251 | | |
| 1,481,306 | |
Resolute Investment Managers (American Beacon), Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/20) | |
Loan | |
3M USD LIBOR+ | |
| 4.25 | % | |
| 1.00 | % | |
| 5.25 | % | |
4/30/2024 | |
| 3,084,702 | | |
| 3,078,180 | | |
| 3,067,366 | |
Restoration Hardware, Inc. | |
Retail | |
Term Loan (9/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
10/20/2028 | |
| 3,497,500 | | |
| 3,489,704 | | |
| 3,456,509 | |
Reynolds Consumer Products LLC | |
Containers, Packaging & Glass | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
1/29/2027 | |
| 1,291,932 | | |
| 1,290,988 | | |
| 1,271,829 | |
Reynolds Group Holdings Inc. | |
Metals & Mining | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
2/5/2026 | |
| 3,465,000 | | |
| 3,449,546 | | |
| 3,406,545 | |
Robertshaw US Holding Corp. | |
Consumer goods: Durable | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
2/28/2025 | |
| 962,500 | | |
| 961,492 | | |
| 877,800 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
Rocket Software, Inc. | |
High Tech Industries | |
Term Loan (11/18) | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.00 | % | |
| 4.46 | % | |
11/28/2025 | |
| 2,905,190 | | |
| 2,897,593 | | |
| 2,876,138 | |
Russell Investments US Inst’l Holdco, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (10/20) | |
Loan | |
6M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
6/2/2025 | |
| 5,637,965 | | |
| 5,601,072 | | |
| 5,592,185 | |
RV Retailer LLC | |
Automotive | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
2/8/2028 | |
| 1,985,000 | | |
| 1,967,852 | | |
| 1,951,513 | |
Ryan Specialty Group LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 3.75 | % | |
9/1/2027 | |
| 493,750 | | |
| 487,862 | | |
| 489,583 | |
S&S HOLDINGS LLC | |
Services: Business | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.50 | % | |
| 5.50 | % | |
3/10/2028 | |
| 2,483,744 | | |
| 2,427,454 | | |
| 2,458,906 | |
Sally Holdings LLC | |
Retail | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.46 | % | |
7/5/2024 | |
| 748,409 | | |
| 746,932 | | |
| 740,925 | |
Samsonite International S.A. | |
Consumer goods: Non-durable | |
Term Loan B2 | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.75 | % | |
| 3.75 | % | |
4/25/2025 | |
| 987,538 | | |
| 967,436 | | |
| 979,519 | |
Schweitzer-Mauduit International, Inc. | |
High Tech Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.75 | % | |
| 4.50 | % | |
4/20/2028 | |
| 2,985,000 | | |
| 2,969,212 | | |
| 2,895,450 | |
Scientific Games Holdings LP | |
Hotel, Gaming & Leisure | |
Term Loan B | |
Loan | |
3M USD SOFR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
2/3/2029 | |
| 500,000 | | |
| 498,750 | | |
| 496,460 | |
SETANTA AIRCRAFT LEASING DAC | |
Aerospace & Defense | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.14 | % | |
11/2/2028 | |
| 1,000,000 | | |
| 997,653 | | |
| 993,440 | |
Signify Health, LLC | |
Healthcare & Pharmaceuticals | |
Term Loan B (6/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
6/16/2028 | |
| 498,750 | | |
| 496,482 | | |
| 492,206 | |
Sitel Worldwide Corporation | |
Services: Business | |
USD Term Loan (7/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
8/28/2028 | |
| 1,995,000 | | |
| 1,985,688 | | |
| 1,981,294 | |
SiteOne Landscape Supply, LLC | |
Services: Business | |
Term Loan (3/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 2.50 | % | |
3/18/2028 | |
| 785,769 | | |
| 784,048 | | |
| 780,528 | |
SMG US Midco 2, Inc. | |
Services: Business | |
Term Loan (01/20) | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.80 | % | |
1/23/2025 | |
| 490,000 | | |
| 490,000 | | |
| 472,238 | |
Sotheby’s | |
Services: Business | |
Term Loan (7/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 5.00 | % | |
1/15/2027 | |
| 3,256,472 | | |
| 3,207,096 | | |
| 3,240,190 | |
Sparta U.S. HoldCo LLC | |
Chemicals, Plastics, & Rubber | |
Term Loan (04/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 4.25 | % | |
8/2/2028 | |
| 2,000,000 | | |
| 1,990,687 | | |
| 1,985,000 | |
Specialty Pharma III Inc. | |
Services: Business | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.75 | % | |
| 5.25 | % | |
3/31/2028 | |
| 1,995,000 | | |
| 1,977,135 | | |
| 1,975,050 | |
Spectrum Brands, Inc. | |
Consumer goods: Durable | |
Term Loan (2/21) | |
Loan | |
3M USD LIBOR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 2.50 | % | |
3/3/2028 | |
| 496,250 | | |
| 495,145 | | |
| 494,389 | |
Spin Holdco, Inc. | |
Services: Consumer | |
Term Loan 3/21 | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 4.75 | % | |
3/4/2028 | |
| 2,977,500 | | |
| 2,962,439 | | |
| 2,958,474 | |
SRAM, LLC | |
Consumer goods: Durable | |
Term Loan (05/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.26 | % | |
5/12/2028 | |
| 3,600,000 | | |
| 3,594,517 | | |
| 3,571,488 | |
SS&C Technologies, Inc. | |
Services: Business | |
Term Loan B3 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
4/16/2025 | |
| 190,170 | | |
| 189,956 | | |
| 186,819 | |
SS&C Technologies, Inc. | |
Services: Business | |
Term Loan B4 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
4/16/2025 | |
| 154,375 | | |
| 154,203 | | |
| 151,655 | |
SS&C Technologies, Inc. | |
Services: Business | |
Term Loan B-5 | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.96 | % | |
4/16/2025 | |
| 477,615 | | |
| 477,001 | | |
| 469,376 | |
STANDARD INDUSTRIES INC. | |
Construction & Building | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 2.50 | % | |
| 0.50 | % | |
| 3.00 | % | |
9/22/2028 | |
| 640,250 | | |
| 634,225 | | |
| 637,503 | |
Staples, Inc. | |
Wholesale | |
Term Loan (03/19) | |
Loan | |
3M USD LIBOR+ | |
| 5.00 | % | |
| 0.00 | % | |
| 5.13 | % | |
4/16/2026 | |
| 4,386,462 | | |
| 4,265,782 | | |
| 4,154,813 | |
Stars Group Inc. (The) | |
Hotel, Gaming & Leisure | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.47 | % | |
7/21/2026 | |
| 1,995,000 | | |
| 1,990,864 | | |
| 1,972,776 | |
Storable, Inc | |
High Tech Industries | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
4/17/2028 | |
| 500,000 | | |
| 498,861 | | |
| 494,375 | |
Superannuation & Investments US LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
12/1/2028 | |
| 1,000,000 | | |
| 990,274 | | |
| 995,940 | |
Sylvamo Corporation | |
Forest Products & Paper | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.50 | % | |
| 0.50 | % | |
| 5.00 | % | |
8/18/2028 | |
| 1,093,333 | | |
| 1,082,992 | | |
| 1,085,133 | |
Syncsort Incorporated | |
High Tech Industries | |
Term Loan B (10/21) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 4.75 | % | |
4/24/2028 | |
| 2,495,000 | | |
| 2,493,770 | | |
| 2,465,684 | |
Syniverse Holdings, Inc. | |
Telecommunications | |
Term Loan | |
Loan | |
3M USD SOFR+ | |
| 4.25 | % | |
| 0.50 | % | |
| 4.75 | % | |
2/1/2029 | |
| 500,000 | | |
| 495,000 | | |
| 499,375 | |
Tenable Holdings, Inc. | |
Services: Business | |
Term Loan B (6/21) | |
Loan | |
6M USD LIBOR+ | |
| 2.75 | % | |
| 0.50 | % | |
| 3.27 | % | |
7/7/2028 | |
| 1,000,000 | | |
| 997,633 | | |
| 986,250 | |
Teneo Holdings LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD SOFR+ | |
| 5.25 | % | |
| 1.00 | % | |
| 6.25 | % | |
7/15/2025 | |
| 4,428,522 | | |
| 4,355,261 | | |
| 4,383,129 | |
Tenneco Inc | |
Capital Equipment | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 3.21 | % | |
10/1/2025 | |
| 1,455,000 | | |
| 1,447,215 | | |
| 1,444,088 | |
Ten-X, LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
9/27/2024 | |
| 1,920,000 | | |
| 1,918,652 | | |
| 1,881,600 | |
The Dun & Bradstreet Corporation | |
Services: Business | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
2/6/2026 | |
| 1,000,000 | | |
| 998,750 | | |
| 988,330 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
The Dun & Bradstreet Corporation | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD SOFR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.44 | % | |
1/5/2029 | |
| 250,000 | | |
| 248,180 | | |
| 246,668 | |
THE KNOT WORLDWIDE INC. | |
Services: Consumer | |
Term Loan (1/22) | |
Loan | |
1M USD SOFR+ | |
| 4.50 | % | |
| 0.00 | % | |
| 4.67 | % | |
12/19/2025 | |
| 4,869,796 | | |
| 4,863,346 | | |
| 4,829,231 | |
The Octave Music Group, Inc (Touchtunes) | |
Services: Business | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 6.00 | % | |
| 1.00 | % | |
| 7.00 | % | |
5/29/2025 | |
| 2,893,526 | | |
| 2,872,208 | | |
| 2,871,824 | |
Thor Industries, Inc. | |
Automotive | |
USD Term Loan (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 3.25 | % | |
2/1/2026 | |
| 2,810,435 | | |
| 2,763,310 | | |
| 2,797,563 | |
Tosca Services, LLC | |
Containers, Packaging & Glass | |
Term Loan (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.75 | % | |
| 4.25 | % | |
8/18/2027 | |
| 495,000 | | |
| 489,079 | | |
| 487,575 | |
Trans Union LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 2.50 | % | |
12/1/2028 | |
| 870,968 | | |
| 868,877 | | |
| 860,804 | |
Transdigm, Inc. | |
Aerospace & Defense | |
Term Loan G (02/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.46 | % | |
8/22/2024 | |
| 4,024,167 | | |
| 4,026,414 | | |
| 3,959,700 | |
Travel Leaders Group, LLC | |
Hotel, Gaming & Leisure | |
Term Loan B (08/18) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 4.21 | % | |
1/25/2024 | |
| 2,412,500 | | |
| 2,411,191 | | |
| 2,268,353 | |
TRITON WATER HOLDINGS, INC. | |
Beverage, Food & Tobacco | |
Term Loan (03/21) | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 0.50 | % | |
| 4.00 | % | |
3/31/2028 | |
| 1,492,500 | | |
| 1,485,884 | | |
| 1,454,352 | |
Tronox Pigments (Netherlands) B.V. | |
Chemicals, Plastics, & Rubber | |
Term Loan | |
Loan | |
3M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.47 | % | |
3/10/2028 | |
| 346,923 | | |
| 346,183 | | |
| 341,719 | |
TruGreen Limited Partnership | |
Services: Consumer | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 4.75 | % | |
10/29/2027 | |
| 964,241 | | |
| 957,748 | | |
| 961,830 | |
Uber Technologies, Inc. | |
Transportation: Consumer | |
Term Loan B (2/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.71 | % | |
2/25/2027 | |
| 3,947,943 | | |
| 3,909,627 | | |
| 3,905,740 | |
Ultra Clean Holdings, Inc. | |
High Tech Industries | |
Incremental Term Loan 3/21 | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 0.00 | % | |
| 3.96 | % | |
8/27/2025 | |
| 884,205 | | |
| 880,505 | | |
| 882,366 | |
Unimin Corporation | |
Metals & Mining | |
Term Loan (12/20) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
7/31/2026 | |
| 496,815 | | |
| 471,432 | | |
| 490,853 | |
United Natural Foods, Inc | |
Beverage, Food & Tobacco | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.46 | % | |
10/22/2025 | |
| 1,624,974 | | |
| 1,562,482 | | |
| 1,616,166 | |
United Road Services Inc. | |
Transportation: Cargo | |
Term Loan (10/17) | |
Loan | |
6M USD LIBOR+ | |
| 5.75 | % | |
| 1.00 | % | |
| 6.75 | % | |
9/1/2024 | |
| 920,843 | | |
| 915,490 | | |
| 826,457 | |
Univar Inc. | |
Chemicals, Plastics, & Rubber | |
Term Loan B6 | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.21 | % | |
6/2/2028 | |
| 1,990,000 | | |
| 1,980,782 | | |
| 1,974,458 | |
Univision Communications Inc. | |
Media: Broadcasting & Subscription | |
Term Loan B (6/21) | |
Loan | |
1M USD LIBOR+ | |
| 3.25 | % | |
| 0.75 | % | |
| 4.00 | % | |
3/15/2026 | |
| 2,471,487 | | |
| 2,464,765 | | |
| 2,451,913 | |
US Ecology, Inc. | |
Environmental Industries | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 2.50 | % | |
| 0.00 | % | |
| 2.71 | % | |
11/2/2026 | |
| 490,000 | | |
| 489,302 | | |
| 488,040 | |
Utz Quality Foods, LLC | |
Beverage, Food & Tobacco | |
Term Loan B | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 0.00 | % | |
| 3.21 | % | |
1/20/2028 | |
| 1,847,121 | | |
| 1,844,606 | | |
| 1,827,264 | |
Vaco Holdings, LLC | |
Services: Business | |
Term Loan (01/22) | |
Loan | |
1M USD SOFR+ | |
| 5.00 | % | |
| 0.75 | % | |
| 5.75 | % | |
1/19/2029 | |
| 250,000 | | |
| 248,777 | | |
| 248,124 | |
Verifone Systems, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (7/18) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 0.00 | % | |
| 4.50 | % | |
8/20/2025 | |
| 1,382,319 | | |
| 1,377,042 | | |
| 1,354,672 | |
Vertex Aerospace Services Corp | |
Aerospace & Defense | |
Term Loan (10/21) | |
Loan | |
1M USD LIBOR+ | |
| 4.00 | % | |
| 0.75 | % | |
| 4.75 | % | |
12/6/2028 | |
| 1,000,000 | | |
| 995,345 | | |
| 992,080 | |
VFH Parent LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan (01/22) | |
Loan | |
Daily SOFR+ | |
| 3.00 | % | |
| 0.50 | % | |
| 3.50 | % | |
1/12/2029 | |
| 3,100,888 | | |
| 3,092,414 | | |
| 3,071,833 | |
Virtus Investment Partners, Inc. | |
Banking, Finance, Insurance & Real Estate | |
Term Loan B (9/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.36 | % | |
9/28/2028 | |
| 2,992,500 | | |
| 2,982,995 | | |
| 2,971,942 | |
Vistra Energy Corp | |
Utilities: Electric | |
2018 Incremental Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 1.75 | % | |
| 0.00 | % | |
| 1.87 | % | |
12/31/2025 | |
| 907,176 | | |
| 906,677 | | |
| 890,075 | |
Vizient, Inc | |
Healthcare & Pharmaceuticals | |
Term Loan B-6 | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.21 | % | |
5/6/2026 | |
| 486,250 | | |
| 485,567 | | |
| 480,779 | |
VM Consolidated, Inc. | |
Construction & Building | |
Term Loan B (3/21) | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.00 | % | |
| 3.60 | % | |
3/19/2028 | |
| 2,339,327 | | |
| 2,336,223 | | |
| 2,322,951 | |
Vouvray US Finance LLC | |
High Tech Industries | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.00 | % | |
| 1.00 | % | |
| 4.00 | % | |
3/11/2024 | |
| 476,250 | | |
| 476,250 | | |
| 411,837 | |
Warner Music Group Corp. (WMG Acquisition Corp.) | |
Hotel, Gaming & Leisure | |
Term Loan G | |
Loan | |
1M USD LIBOR+ | |
| 2.13 | % | |
| 0.00 | % | |
| 2.33 | % | |
1/20/2028 | |
| 1,250,000 | | |
| 1,249,760 | | |
| 1,234,763 | |
Wastequip, LLC (HPCC Merger/Patriot Container) | |
Environmental Industries | |
Term Loan (3/18) | |
Loan | |
1M USD LIBOR+ | |
| 3.75 | % | |
| 1.00 | % | |
| 4.75 | % | |
3/15/2025 | |
| 489,822 | | |
| 488,550 | | |
| 469,004 | |
Watlow Electric Manufacturing Company | |
High Tech Industries | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.75 | % | |
| 0.50 | % | |
| 4.25 | % | |
3/2/2028 | |
| 2,481,250 | | |
| 2,470,270 | | |
| 2,452,294 | |
Issuer Name | |
Industry | |
Asset Name | |
Asset Type | |
Reference
Rate/Spread | |
LIBOR
Floor | | |
Current
Rate
(All In) | | |
Maturity
Date | |
Principal/
Number of Shares | | |
Cost | | |
Fair Value | |
West Corporation | |
Telecommunications | |
Term Loan B (Olympus Merger) | |
Loan | |
3M USD LIBOR+ | |
| 4.00 | % | |
| 1.00 | % | |
| 5.00 | % | |
10/10/2024 | |
| 1,086,078 | | |
| 1,047,433 | | |
| 967,424 | |
West Corporation | |
Telecommunications | |
Term Loan B | |
Loan | |
3M USD LIBOR+ | |
| 3.50 | % | |
| 1.00 | % | |
| 4.50 | % | |
10/10/2024 | |
| 2,599,274 | | |
| 2,562,059 | | |
| 2,301,449 | |
WEX Inc. | |
Services: Business | |
Term Loan B (3/21) | |
Loan | |
1M USD LIBOR+ | |
| 2.25 | % | |
| 0.00 | % | |
| 2.46 | % | |
3/31/2028 | |
| 2,985,000 | | |
| 2,974,005 | | |
| 2,937,419 | |
WildBrain Ltd. | |
Media: Diversified & Production | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 4.25 | % | |
| 0.75 | % | |
| 5.00 | % | |
3/27/2028 | |
| 1,985,000 | | |
| 1,949,907 | | |
| 1,966,401 | |
WP CITYMD BIDCO LLC | |
Services: Consumer | |
Term Loan B | |
Loan | |
6M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
12/22/2028 | |
| 7,424,013 | | |
| 7,399,065 | | |
| 7,355,340 | |
Xperi Corporation | |
High Tech Industries | |
Term Loan | |
Loan | |
1M USD LIBOR+ | |
| 3.50 | % | |
| 0.00 | % | |
| 3.71 | % | |
6/8/2028 | |
| 2,741,617 | | |
| 2,730,066 | | |
| 2,719,355 | |
ZEBRA BUYER LLC | |
Banking, Finance, Insurance & Real Estate | |
Term Loan 4/21 | |
Loan | |
3M USD LIBOR+ | |
| 3.25 | % | |
| 0.50 | % | |
| 3.75 | % | |
11/1/2028 | |
| 887,097 | | |
| 883,013 | | |
| 882,661 | |
Zekelman Industries, Inc. | |
Metals & Mining | |
Term Loan (01/20) | |
Loan | |
1M USD LIBOR+ | |
| 2.00 | % | |
| 0.00 | % | |
| 2.14 | % | |
1/25/2027 | |
| 968,914 | | |
| 968,914 | | |
| 954,622 | |
Zodiac Pool Solutions | |
Consumer goods: Durable | |
Term Loan (1/22) | |
Loan | |
1M USD SOFR+ | |
| 2.00 | % | |
| 0.50 | % | |
| 2.50 | % | |
1/19/2029 | |
| 500,000 | | |
| 498,783 | | |
| 493,440 | |
| |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | |
| |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| |
| | | |
$ | 653,022,265 | | |
$ | 638,963,350 | |
| |
Number of Shares | | |
Cost | | |
Fair Value | |
Cash and cash equivalents | |
| | |
| | |
| |
U.S. Bank Money Market (c) | |
| 6,171,793 | | |
$ | 6,171,793 | | |
$ | 6,171,793 | |
Total cash and cash equivalents | |
| 6,171,793 | | |
$ | 6,171,793 | | |
$ | 6,171,793 | |
| (a) | All or a portion of this investment has an unfunded commitment
as of February 28, 2022 |
| (b) | As of February 28, 2022, the investment was in default and on
non-accrual status. |
| (c) | Included within cash and cash equivalents in Saratoga CLO’s
Statements of Assets and Liabilities as of February 28, 2022. |
| (d) | Investments include Payment-in-Kind Interest. |
LIBOR—London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
WIBOR - Warsaw Interbank Offered Rate
1M USD LIBOR—The 1 month USD LIBOR rate as of February 28, 2022
was 0.23%.
2M USD LIBOR—The 2 month USD LIBOR rate as of February 28, 2022
was 0.50%.
3M USD LIBOR—The 3 month USD LIBOR rate as of February 28, 2022
was 0.51%.
6M USD LIBOR—The 6 month USD LIBOR rate as of February 28, 2022
was 0.80%.
12M USD LIBOR - The 12 month USD LIBOR rate as of February 28, 2022
was 1.28%.
3 PL WIBOR - The 3 month PL WIBOR rate as of February 28, 2022 was
3.65%.
Daily SOFR- The daily SOFR rate as of February 28, 2022 was 0.05%.
1M SOFR - The 1 month SOFR rate as of February 28, 2022 was 0.05%.
3M SOFR - The 3 month SOFR rate as of February 28, 2022 was 0.04%.
Prime—The Prime Rate as of February 28, 2022 was 3.25%.
See accompanying notes to consolidated financial statements.
Note 5. Investment in SLF JV
On October 26, 2021, the Company and TJHA
entered into the LLC Agreement to co-manage SLF JV. SLF JV is invested in SLF 2021, which is a wholly owned subsidiary of SLF JV. SLF
2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term
loans or bonds in the primary and secondary markets.
The Company and TJHA have equal voting interest
on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance.
No management fee is charged to SLF JV as control and management of SLF JV is shared equally.
The Company and TJHA have committed to provide
up to a combined $50.0 million of financing to SLF JV through cash contributions, with the Company providing $43.75 million and TJHA providing
$6.25 million, resulting in an 87.5% and 12.5% ownership between the two parties. The financing is issued in the form of an unsecured
note and equity. The unsecured note will pay a fixed rate of 10.0% per annum and is due and payable in full on June 15, 2023. As of August
31, 2022, the Company and TJHA’s investment in SLF JV consisted of an unsecured note of $14.1 million and $2.0 million, respectively;
and membership interest of $14.1 million and $2.0 million, respectively. As of August 31, 2022 and February 28, 2022, the Company’s
investment in the unsecured note of SLF JV had a fair value of $14.1 million and $13.1 million, respectively, and the Company’s
investment in the membership interests of SLF JV had a fair value of $6.7 million and $12.0 million, respectively.
As of August 31, 2022, the Company earned $0.7
million of interest income related to SLF JV, which is included in interest income. As of August 31, 2022 and February 28, 2022, $0.00
million and $0.09 million, respectively, of interest income related to SLF JV was included in interest receivable.
SLF JV’s investment in SLF 2021 is in the
form of an unsecured loan. The unsecured note will pay a floating rate of LIBOR plus 7.00% per annum and is due and payable in full on
June 9, 2023. As of August 31, 2022, SLF JV’s investment in SLF 2021 had an aggregate fair value of approximately $23.7 million.
The Company has determined that SLF JV is
an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment
in a company other than a wholly-owned investment company subsidiary. SLF JV is not a wholly-owned investment company subsidiary as the
Company and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore,
ASC 810, Consolidation concludes that in a joint venture where both members have equal decision making authority, it is not appropriate
for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV.
Note 6. Income Taxes
SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc.,
SIA-GH, Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc., and SIA-VR, Inc. each 100% owned by the Company,
are each filing standalone C Corporation tax returns for federal and state tax purposes. As separately regarded entities for tax purposes,
these entities are taxed at normal corporate rates. For tax purposes, any distributions by the entities to the parent company would generally
need to be distributed to the Company’s shareholders. Generally, such distributions of the entities’ income to the Company’s
shareholders will be considered as qualified dividends for tax purposes. The entities’ taxable net income will differ from U.S.
GAAP net income because of deferred tax temporary differences arising from net operating losses and unrealized appreciation and deprecation
of securities held. Deferred tax assets and liabilities are measured using enacted corporate federal and state tax rates expected to apply
to taxable income in the years in which those net operating losses are utilized and the unrealized gains and losses are realized. Deferred
tax assets and deferred tax liabilities are netted off by entity, as allowed. The recoverability of deferred tax assets is assessed and
a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be
realized on the basis of a history of operating losses combined with insufficient projected taxable income or other taxable events in
the taxable blockers. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following
the sale of equity held by each of the portfolio companies.
The Company may distribute a portion of its realized
net long term capital gains in excess of realized net short term capital losses to its stockholders, but may also decide to retain a portion,
or all, of its net capital gains and elect to pay the 21% U.S. federal tax on the net capital gain, potentially in the form of a “deemed
distribution” to its stockholders. Income tax (provision) relating to an election to retain its net capital gains, including in
the form of a deemed distribution, is included as a component of income tax (provision) benefit from realized gains on investments, depending
on the character of the underlying taxable income (ordinary or capital gains), on the consolidated statements of operations.
Deferred tax assets and liabilities, and related
valuation allowance as of August 31, 2022 and February 28, 2022 were as follows:
| |
August 31,
2022 | | |
February 28,
2022 | |
Total deferred tax assets | |
$ | 2,157,850 | | |
$ | 1,991,241 | |
Total deferred tax liabilities | |
| (1,885,601 | ) | |
| (1,293,496 | ) |
Valuation allowance on net deferred tax assets | |
| (1,982,564 | ) | |
| (1,946,760 | ) |
Net deferred tax liability | |
$ | (1,710,315 | ) | |
$ | (1,249,015 | ) |
As of August 31, 2022, the valuation allowance
on deferred tax assets was $2.0 million, which represents the federal and state tax effect of net operating losses and unrealized losses
that we do not believe we will realize through future taxable income. Any adjustments to the Company’s valuation allowance will
depend on estimates of future taxable income and will be made in the period such determination is made.
Net income tax expense for the three months ended
August 31, 2022 includes $0.2 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments,
and ($0.1) million net change in total operating expense, in the consolidated statement of operations, respectively. Net income tax expense
for the three months ended August 31, 2021 includes $1.3 million net change in unrealized appreciation (depreciation) on investments and
$0.4 million income tax provision from realized gain on investments and $0.03 million net change in total operating expense,, in the consolidated
statement of operations, respectively.
Net income tax expense for the six months ended
August 31, 2022 includes $0.6 million deferred tax expense on net change in unrealized appreciation on investments, ($0.07) million income
tax provision/(benefit) from realized gain/(loss) on investments and ($0.1) million net change in total operating expense, in the consolidated
statement of operations, respectively. Net income tax expense for the six months ended August 31, 2021 includes $1.6 million net change
in unrealized appreciation (depreciation) on investments $0.4 million income tax provision from realized gain on investments and $0.03
million net change in total operating expense,, in the consolidated statement of operations, respectively.
Deferred tax temporary differences may include
differences for state taxes and joint venture interests.
Federal and state income tax (provisions) benefit on investments for
three and six months ended August 31, 2022 and August 31, 2021:
| |
For the three months ended | | |
For the six months ended | |
| |
August 31,
2022 | | |
August 31,
2021 | | |
August 31,
2022 | | |
August 31,
2021 | |
Current | |
| | |
| | |
| | |
| |
Federal | |
$ | (3,674 | ) | |
$ | 425,828 | | |
$ | (217,516 | ) | |
$ | - | |
State | |
| (55 | ) | |
| 50,694 | | |
| 78,448 | | |
| - | |
Net current expense | |
| (3,729 | ) | |
| 476,522 | | |
| (139,068 | ) | |
| - | |
Deferred | |
| | | |
| | | |
| | | |
| | |
Federal | |
| 89,409 | | |
| 1,111,006 | | |
| 385,480 | | |
| 127,850 | |
State | |
| 42,583 | | |
| 220,748 | | |
| 75,819 | | |
| 130,213 | |
Net deferred expense | |
| 131,992 | | |
| 1,331,754 | | |
| 461,299 | | |
| 258,063 | |
Net tax provision | |
$ | 128,263 | | |
$ | 1,808,276 | | |
$ | 322,231 | | |
$ | 258,063 | |
Note 7. Agreements and Related Party Transactions
Investment Advisory and Management Agreement
On July 30, 2010, the Company entered into the
Management Agreement with our Manager. The initial term of the Management Agreement was two years from its effective date, with one-year
renewals thereafter subject to certain approvals by our board of directors and/or the Company’s stockholders. Most recently, on
July 5, 2022, our board of directors approved the renewal of the Management Agreement for an additional one-year term. Pursuant to the
Management Agreement, our Manager implements our business strategy on a day-to-day basis and performs certain services for us, subject
to oversight by our board of directors. Our Manager is responsible for, among other duties, determining investment criteria, sourcing,
analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management
Agreement, we have agreed to pay our Manager a management fee for investment advisory and management services consisting of a base management
fee and an incentive management fee.
Base Management Fee and Incentive Management Fee
The base management fee of 1.75% per year is calculated
based on the average value of our gross assets (other than cash or cash equivalents, but including assets purchased with borrowed funds)
at the end of the two most recently completed fiscal quarters. The base management fee is paid quarterly following the filing of the most
recent quarterly report on Form 10-Q.
The incentive management fee consists of the following
two parts:
The first, payable quarterly in arrears, equals
20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately
preceding quarter, that exceeds a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter, subject to a “catch-up”
provision. Under this provision, in any fiscal quarter, our Manager receives no incentive fee unless our pre-incentive fee net investment
income exceeds the hurdle rate of 1.875%. Our Manager will receive 100.0% of pre-incentive fee net investment income, if any, that exceeds
the hurdle rate but is less than or equal to 2.344% in any fiscal quarter; and 20.0% of the amount of our pre-incentive fee net investment
income, if any, that exceeds 2.344% in any fiscal quarter. There is no accumulation of amounts on the hurdle rate from quarter to quarter,
and accordingly there is no claw back of amounts previously paid if subsequent quarters are below the quarterly hurdle rate, and there
is no delay of payment if prior quarters are below the quarterly hurdle rate.
The second part of the incentive fee is determined
and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals 20.0% of our “incentive
fee capital gains,” which equals our realized capital gains on a cumulative basis from May 31, 2010 through the end of the fiscal
year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis on each investment
in the Company’s portfolio, less the aggregate amount of any previously paid capital gain incentive fee. Importantly, the capital
gains portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010. Therefore, realized
and unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive
fee, and our Manager will be entitled to 20.0% of incentive fee capital gains that arise after May 31, 2010. In addition, for the purpose
of the “incentive fee capital gains” calculations, the cost basis for computing realized gains and losses on investments held
by us as of May 31, 2010 will equal the fair value of such investments as of such date.
For the three months ended August 31, 2022 and
August 31, 2021, the company incurred $4.1 million and $3.0 million in base management fees, respectively. For the three months ended
August 31, 2022 and 2021, the Company incurred $1.7 million and $1.7 million in incentive fees related to pre-incentive fee net investment
income, respectively. For the three months ended August 31, 2022 and August 31, 2021, the Company accrued a (benefit) of $(1.1) million
and an expense of $0.3 million in incentive fees related to capital gains.
For the six months ended August 31, 2022 and August
31, 2021, the company incurred $7.9 million and $5.8 million in base management fees, respectively. For the six months ended August 31,
2022 and August 31, 2021, the Company incurred $1.7 million and $3.2 million in incentive fees related to pre-incentive fee net investment
income, respectively. For the six months ended August 31, 2022 and August 31, 2021, the Company accrued a (benefit) of ($3.0) million
and an expense of $4.0 million in incentive fees related to capital gains.
The accrual is calculated
using both realized and unrealized capital gains for the period. The actual incentive fee related to capital gains will be determined
and payable in arrears at the end of the fiscal year and will include only realized capital gains for the period. As of August 31, 2022,
the base management fees accrual was $4.1 million and the incentive fees accrual was $5.4 million and is included in base management
and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 28, 2022, the base management
fees accrual was $3.2 million and the incentive fees accrual was $9.8 million and is included in base management and incentive fees payable
in the accompanying consolidated statements of assets and liabilities.
Administration Agreement
On
July 30, 2010, the Company entered into a separate administration agreement (the “Administration Agreement”) with our Manager,
pursuant to which our Manager, as our administrator, has agreed to furnish us with the facilities and administrative services necessary
to conduct our day-to-day operations and provide managerial assistance on our behalf to those portfolio companies to which we are required
to provide such assistance. The initial term of the Administration Agreement was two years from its effective date, with one-year renewals
thereafter subject to certain approvals by our board of directors and/or our stockholders. The amount of expenses payable or reimbursable
thereunder by the Company was capped at $1.0 million for the initial two-year term of the Administration Agreement and subsequent renewals.
On July 8, 2015, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined
to increase the cap on the payment or reimbursement of expenses by the Company thereunder, which had not been increased since the inception
of the agreement, to $1.3 million. On July 7, 2016, our board of directors approved the renewal of the Administration Agreement for an
additional one-year term. On October 5, 2016, our board of directors determined to increase the cap on the payment or reimbursement of
expenses by the Company under the Administration Agreement, from $1.3 million to $1.5 million, effective November 1, 2016. On July 11,
2017, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase
the cap on the payment or reimbursement of expenses by the Company from $1.5 million to $1.75 million, effective August 1, 2017. On July
9, 2018, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to
increase the cap on the payment or reimbursement of expenses by the Company from $1.75 million to $2.0 million, effective August 1, 2018.
On July 9, 2019, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined
to increase the cap on the payment or reimbursement of expenses by the Company from $2.0 million to $2.225 million effective August 1,
2019. On July 7, 2020, our board of directors approved the renewal of the Administration Agreement for an additional one-year term and
determined to increase the cap on the payment or reimbursement of expenses by the Company from $2.225 million to $2.775 million effective
August 1, 2020. On July 6, 2021, our board of directors approved the renewal of the Administration Agreement for an additional one-year
term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $2.775 million to $3.0 million
effective August 1, 2021. On July 5, 2022, our board of directors approved the renewal of the Administration Agreement for an additional
one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company from $3.0 million to $3.275
million effective August 1, 2022.
For the three months ended August 31, 2022 and
August 31, 2021, we recognized $0.8 million and $0.7 million in administrator expenses, respectively, pertaining to bookkeeping, record
keeping and other administrative services provided to us in addition to our allocable portion of rent and other overhead related expenses.
For the six months ended August 31, 2022 and August 31, 2021, we recognized $1.5 million and $1.4 million in administrator expenses, respectively,
pertaining to bookkeeping, record keeping and other administrative services provided to us in addition to our allocable portion of rent
and other overhead related expenses. As of August 31, 2022, $0.2 million of administrator expenses were accrued and included in due to
manager in the accompanying consolidated statements of assets and liabilities. As of February 28, 2022, $0.3 million of administrator
expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities.
Saratoga CLO
On December 14, 2018, the Company completed the
third refinancing and issuance of the 2013-1 Reset CLO Notes. This refinancing, among other things, extended the Saratoga CLO reinvestment
period to January 2021, and extended its legal maturity to January 2030. A non-call period ending January 2020 was also added. In addition,
and as part of the refinancing, the Saratoga CLO has also been upsized from $300 million in assets to approximately $500 million. As part
of this refinancing and upsizing, the Company invested an additional $13.8 million in all of the newly issued subordinated notes of the
Saratoga CLO, and purchased $2.5 million in aggregate principal amount of the Class F-R-2 Notes tranche and $7.5 million in aggregate
principal amount of the Class G-R-2 Notes tranche at par. Concurrently, the existing $4.5 million of Class F notes and $20.0 million CLO
2013-1 Warehouse Loan were repaid. The Company also paid $2.0 million of transaction costs related to the refinancing and upsizing on
behalf of the Saratoga CLO, to be reimbursed from future equity distributions. During the year ended February 29, 2020, the Company received
full payment of $1.7 million from the Saratoga CLO for such transaction costs.
In conjunction with the third refinancing and issuance
of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is no longer entitled to receive an incentive management fee from Saratoga
CLO. See Note 4 for additional information.
On February 26, 2021, the Company completed the
fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024,
and extended its legal maturity to April 2033. The non-call period was extended to February 2022. In addition, and as part of the refinancing,
the Saratoga CLO has also been upsized from $500 million in assets to approximately $650 million. As part of this refinancing and upsizing,
the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9
million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2
Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million
of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions.
At August 31, 2021, the outstanding receivable of 2.6 million was repaid in full.
On August 9, 2021, the Company exchanged its existing
$17.9 million Class F-R-3 Notes for $8.5 million Class F-1-R-3 Notes and $9.4 million Class F-2-R-3 Notes at par. On August 11, 2021,
the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $0.1 million.
For the three months ended August 31, 2022 and
August 31, 2021, we recognized management fee income of $0.8 million and $0.8 million, respectively, related to the Saratoga CLO.
For the six months ended August 31, 2022 and August
31, 2021, we recognized management fee income of $1.6 million and $1.6 million, respectively, related to the Saratoga CLO.
For the six months ended August 31, 2022 and August
31, 2021, the Company neither bought nor sold any investments from the Saratoga CLO.
SLF JV
On October 26, 2021, the Company and TJHA entered
into an LLC Agreement to co-manage the SLF JV. SLF JV is a joint venture that is expected to invest in the debt or equity interests of
collateralized loan obligations, loan, notes and other debt instruments.
As of August 31, 2022, the Company’s investment
in the SLF JV had a fair value of $20.8 million, consisting of an unsecured loan of $14.1 million and membership interest of $6.7 million.
In addition, the Company has a receivable of $0.02 million outstanding from the SLF JV, included in Due from Affiliate in the consolidated
statements of assets and liabilities.
Note 8. Borrowings
Credit Facility
As a BDC, we are only allowed to employ leverage
to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage, or, 150%
if certain requirements under the 1940 Act are met. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which
was signed into law on March 23, 2018, our board of directors, including a majority of our directors who are not “interested persons”
(as defined in Section 2(a)(19) of the 1940 Act”) of the Company (“independent directors”), approved a minimum asset
coverage ratio of 150%. The 150% asset coverage ratio became effective on April 16, 2019. The amount of leverage that we employ at any
time depends on our assessment of the market and other factors at the time of any proposed borrowing. Our asset coverage ratio, as defined
in the 1940 Act, was 184.2% as of August 31, 2022 and 209.3% as of February 28, 2022.
On April 11, 2007, we entered into a $100.0 million
revolving securitized credit facility (the “Revolving Facility”). On May 1, 2007, we entered into a $25.7 million term securitized
credit facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”), which was
fully drawn at closing. In December 2007, we consolidated the Facilities by using a draw under the Revolving Facility to repay the Term
Facility. In response to the market wide decline in financial asset prices, which negatively affected the value of our portfolio, we
terminated the revolving period of the Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during
which all principal proceeds from the collateral were used to repay outstanding borrowings. A significant percentage of our total assets
had been pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving Facility, funds were borrowed
from or through certain lenders and interest was payable monthly at the greater of the commercial paper rate and our lender’s prime
rate plus 4.00% plus a default rate of 2.00% or, if the commercial paper market was unavailable, the greater of the prevailing LIBOR
rates and our lender’s prime rate plus 6.00% plus a default rate of 3.00%.
On July 30, 2010, we used the net proceeds from
(i) the stock purchase transaction and (ii) a portion of the funds available to us under the $45.0 million senior secured revolving credit
facility with Madison Capital Funding LLC (the “Madison Credit Facility”), in each case, to pay the full amount of principal
and accrued interest, including default interest, outstanding under the Revolving Facility. As a result, the Revolving Facility was terminated
in connection therewith. Substantially all of our total assets, other than those held by SBIC LP and SBIC II LP, was pledged under the
Madison Credit Facility to secure our obligations thereunder.
On February 24, 2012, we amended the Madison Credit
Facility to, among other things:
| ● | expand the borrowing capacity under the Madison Credit Facility
from $40.0 million to $45.0 million; |
| ● | extend the period during which we may make and repay borrowings under the Madison Credit Facility from July 30, 2013 to February 24,
2015 (the “Revolving Period”). The Revolving Period may, upon the occurrence of an event of default, by action of the lenders
or automatically, be terminated. All borrowings and other amounts payable under the Madison Credit Facility are due and payable five years
after the end of the Revolving Period; and |
| ● | remove the condition that we may not acquire additional loan
assets without the prior written consent of Madison Capital Funding LLC. |
On September 17, 2014, we entered into a second
amendment to the Madison Credit Facility to, among other things:
| ● | extend the commitment termination date from February 24,
2015 to September 17, 2017; |
| ● | extend the maturity date of the Madison Credit Facility from February 24, 2020 to September 17, 2022
(unless terminated sooner upon certain events); |
| ● | reduce the applicable margin rate on base rate borrowings
from 4.50% to 3.75%, and on LIBOR borrowings from 5.50% to 4.75%; and |
| ● | reduce the floor on base rate borrowings from 3.00% to 2.25%,
and on LIBOR borrowings from 2.00% to 1.25%. |
On May 18, 2017, we entered into
a third amendment to the Madison Credit Facility to, among other things:
| ● | extend the commitment termination date from September 17,
2017 to September 17, 2020; |
| ● | extend the final maturity date of the Madison Credit Facility from September 17, 2022 to September 17,
2025 (unless terminated sooner upon certain events); |
| ● | reduce the floor on base rate borrowings from 2.25% to 2.00%; |
| ● | reduce the floor on LIBOR borrowings from 1.25% to 1.00%;
and |
| ● | reduce the commitment fee rate from 0.75% to 0.50% for any period during which the ratio of advances
outstanding to aggregate commitments, expressed as a percentage, is greater than or equal to 50%. |
On April 24, 2020, we entered into a fourth amendment
to the Madison Credit Facility to, among other things:
| ● | permit certain amendments related to the Paycheck Protection
Program (“Permitted PPP Amendment”) to Loan Asset Documents; |
| ● | exclude certain debt and interest amounts allowed by the
Permitted PPP Amendments from certain calculations related to Net Leverage Ratio, Interest Coverage Ratio and EBITDA; and |
| ● | exclude such Permitted PPP Amendments from constituting a
Material Modification. |
On September 14, 2020, we entered into
a fifth amendment to the Madison Credit Facility to, among other things:
| ● | extend the commitment termination date of the
Madison Credit Facility from September 17, 2020 to September 17, 2021, with no change to the maturity date of September 17, 2025. |
| ● | provide for the transition away from the LIBOR
Rate in the market, and |
| ● | expand the definition of “Eligible Loan
Asset” to allow investments with certain recurring revenue features to qualify as collateral and be included in the borrowing base. |
On September 13, 2021, we entered into
a sixth amendment to the Madison Credit Facility to, among other things:
| ● | Extend the commitment termination date of the
Madison Credit Facility from September 17, 2021 to October 1, 2021, with no change to maturity date of September 17, 2025. |
On October 4, 2021, all outstanding amounts on
the Madison Credit Facility were repaid and the Madison Credit Facility was terminated. The repayment and termination of the Madison
Credit Facility resulted in a realized loss on the extinguishment of debt of $0.8 million.
On October 4, 2021, the Company entered into a
$50.0 million senior secured revolving credit facility with the Lender, supported by loans held by SIF II and pledged to the Encina Credit
Facility. During the first two years following the closing date, SIF II may request an increase in the commitment amount to up to $75.0
million. The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million at all times during the first six months
following the closing date, which increases to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter.
The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per
annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and
the Company of a replacement benchmark rate. The commitment termination date is October 4, 2024.
In addition to any fees or other amounts payable
under the terms of the Encina Credit Facility, an administrative agent fee per annum equal to $0.1 million is payable in equal
monthly installments in arrears.
As of August 31, 2022 and February 28, 2022, there
were $25.0 million and $12.5 million outstanding under the Encina Credit Facility. During the applicable periods, the Company was
in compliance with all of the limitations and requirements of the Encina Credit Facility. Financing costs of $1.4 million related to the
Encina Credit Facility have been capitalized and are being amortized over the term of the Encina Credit Facility.
For
the three months ended August 31, 2022 and August 31, 2021, we recorded $0.4 million and $0.2 million of interest expense related to the
Encina Credit Facility and the Madison Credit Facility, respectively, which includes commitment and administrative agent fees. For
the three months ended August 31, 2022 and August 31, 2021, we recorded $0.1 million
and $0.05 million of amortization of deferred financing costs related to the Encina Credit Facility and the Madison Credit Facility, respectively.
Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated
statements of operations. During the three months ended August 31, 2022, the weighted average interest rate on the outstanding borrowings
under the Encina Credit Facility was 5.83%, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was
$25.0 million.
For
the six months ended August 31, 2022 and August 31, 2021, we recorded $0.7 million and $0.4 million of interest expense related to the
Encina Credit Facility and the Madison Credit Facility, respectively, which includes commitment and administrative agent fees. For
the six months ended August 31, 2022 and August 31, 2021, we recorded $0.2 million
and $0.08 million of amortization of deferred financing costs related to the Encina Credit Facility and the Madison Credit Facility, respectively.
Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated
statements of operations. During the six months ended August 31, 2022, the weighted average interest rate on the outstanding borrowings
under the Encina Credit Facility was 5.40%, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was
$22.5 million.
The Encina Credit Facility contains limitations
as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, weighted average life, currency denomination
and collateral interests. The Encina Credit Facility also includes certain requirements relating to portfolio performance, the violation
of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate
repayment of amounts owed thereunder. Availability on the Encina Credit Facility will be subject to a borrowing base calculation, based
on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of loan asset)
and the value of certain “eligible” loan assets included as part of the borrowing base. The Company will pay the lender a
commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%)
on the unused amount of the Encina Credit Facility.
Our borrowing base under the Encina Credit Facility
was $50.3 million subject to the Encina Credit Facility cap of $50.0 million at August 31, 2022. For purposes of determining the borrowing
base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed
with the SEC. Accordingly, the August 31, 2022 borrowing base relies upon the valuations set forth in the Quarterly Report on Form 10-Q
for the period ended May 31, 2022. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing
base until after this Quarterly Report on Form 10-Q is filed with the SEC.
SBA Debentures
Our wholly owned SBIC subsidiaries are able to
borrow funds from the SBA against regulatory capital (which generally approximates equity capital in respective SBIC) and is subject to
customary regulatory requirements, including, but not limited to, a periodic examination by the SBA.
On August 14, 2019, the Company’s wholly
owned subsidiary, SBIC II LP, received an SBIC license from the SBA. SBIC II LP’s SBIC license provides up to $175.0 million in
additional long-term capital in the form of SBA debentures. As a result of the 2016 omnibus spending bill signed into law in December
2015, the maximum amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding was increased from $225.0 million
to $350.0 million, subject to SBA approval. With this license approval, Saratoga can grow its SBA relationship from $150.0 million to
$325.0 million of committed capital.
As of August 31, 2022, we have funded SBIC LP
and SBIC II LP with an aggregate total of equity capital of $75.0 million and $87.5 million, respectively, and have $233.7 million in
SBA-guaranteed debentures outstanding, of which $67.7 million is held in SBIC LP and $166.0 million held in SBIC II LP. SBA debentures
are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA debentures is
fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. SBA current regulations
limit the amount that SBIC LP and SBIC II LP may borrow to a maximum of $150.0 million and $175.0 million, respectively, which is up to
twice its potential regulatory capital. During the three months ended August 31, 2022, we redeemed $18.3 million of SBA debentures in
SBIC LP, resulting in the recognition of a realized loss on the extinguishment of debt of $0.2 million.
SBICs are designed to stimulate the flow of private
equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the
equity securities of small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible
net worth not exceeding $19.5 million and have average annual fully taxed net income not exceeding $6.5 million for the two most recent
fiscal years. In addition, an SBIC must devote 25.0% of its investment activity to ’’smaller enterprises’’ as
defined by the SBA. A smaller enterprise is one that has a tangible net worth not exceeding $6.0 million and has average annual fully
taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard
criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the
number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity
securities of such businesses and provide them with consulting and advisory services.
SBIC LP and SBIC II LP are subject to regulation
and oversight by the SBA, including requirements with respect to maintaining certain minimum financial ratios and other covenants. Receipt
of an SBIC license does not assure that SBIC II LP will receive SBA-guaranteed debenture funding, which is dependent upon SBIC II LP continuing
to be in compliance with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to SBIC LP and SBIC II LP assets
over our stockholders and debtholders in the event we liquidate SBIC LP and SBIC II LP or the SBA exercises its remedies under the SBA-guaranteed
debentures issued by SBIC LP and SBIC II LP upon an event of default.
The Company received exemptive relief from the
SEC to permit it to exclude the senior securities issued by SBIC subsidiaries from the definition of senior securities in the asset coverage
requirement applicable to the Company under the 1940 Act. This allows the Company increased flexibility under the asset coverage requirement
by permitting it to borrow up to $325.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. On
April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, the independent
directors of the Company approved of the Company becoming subject to a minimum asset coverage ratio of 150.0% from 200% under Sections
18(a)(1) and 18(a)(2) of the 1940 Act. The 150.0% asset coverage ratio became effective on April 16, 2019.
As noted above, as of August 31, 2022, there was
$233.7 million of SBA debentures outstanding and as of February 28, 2022, there was $185.0 million of SBA debentures outstanding. The
carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing
adequate collateral coverage and would be classified as a Level 3 liability within the fair value hierarchy. Financing costs of $5.0 million
and $4.9 million related to the SBA debentures issued by SBIC LP and SBIC II LP, respectively, have been capitalized and are being amortized
over the term of the commitment and drawdown.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $1.5 million and $1.2 million of interest expense related to the SBA debentures, respectively. For the three
months ended August 31, 2022 and August 31, 2021, we recorded $0.2 million and $0.2 million of amortization of deferred financing costs
related to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and
debt financing expense on the consolidated statements of operations. The weighted average interest rate during the three months ended
August 31, 2022 and August 31, 2021 on the outstanding borrowings of the SBA debentures was 2.75% and 2.65%, respectively. During the
three months ended August 31, 2022 and August 31, 2021, the average dollar amount of SBA debentures outstanding was $222.0 million and
$181.1 million, respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $2.9 million and $2.4 million of interest expense related to the SBA debentures, respectively. For the six months
ended August 31, 2022 and August 31, 2021, we recorded $0.5 million and $0.4 million of amortization of deferred financing costs related
to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing
expense on the consolidated statements of operations. The weighted average interest rate during the six months ended August 31, 2022 and
August 31, 2021 on the outstanding borrowings of the SBA debentures was 2.67% and 2.78%, respectively. During the six months ended August
31, 2022 and August 31, 2021, the average dollar amount of SBA debentures outstanding was $218.4 million and $169.8 million, respectively.
In December 2015, the 2016 omnibus spending bill
approved by Congress and signed into law by the President increased the amount of SBA-guaranteed debentures that affiliated SBIC funds
can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. SBA regulations previously limited the amount of
SBA-guaranteed debentures that an SBIC may issue to $150.0 million when it has at least $75.0 million in regulatory capital but this has
increased to $175.0 million for new licenses when it has at least $87.5 million in regulatory capital. Affiliated SBICs are permitted
to issue up to a combined maximum amount of $350.0 million in SBA-guaranteed debentures when they have at least $175.0 million in combined
regulatory capital.
Notes
In May 10, 2013, the Company issued $48.3 million
in aggregate principal amount of 7.50% fixed-rate notes due 2020 (the “2020 Notes”). The 2020 Notes were redeemed in full
on January 13, 2017 and are no longer listed on the New York Stock Exchange (the “NYSE”).
On May 29, 2015, the Company entered into a Debt
Distribution Agreement with Ladenburg Thalmann & Co. Inc. through which the Company may offer for sale, from time to time, up to $20.0
million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. Prior to the 2020 Notes
being redeemed in full, the Company had sold 539,725 2022 Notes with a principal of $13.5 million at an average price of $25.31 for aggregate
net proceeds of $13.4 million (net of transaction costs).
On December 21, 2016, the Company issued $74.5
million in aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $71.7
million after deducting underwriting commissions of approximately $2.3 million and offering costs of approximately $0.5 million. The net
proceeds from the offering were used to repay all of the outstanding indebtedness under the 2020 Notes (as described above), and for general
corporate purposes in accordance with our investment objective and strategies.
On December 21, 2019 and February 7, 2020, the
Company redeemed $50.0 million and $24.5 million, respectively, in aggregate principal amount of the $74.5 million in aggregate principal
amount of the issued and outstanding 2023 Notes. The 2023 Notes were listed on the NYSE under the trading symbol “SAB” with
a par value of $25.00 per share, and have been delisted following the full redemption on February 7, 2020.
At February 29, 2020, the debt was extinguished.
As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 2023 Notes resulted in a realized
loss on the extinguishment of debt of $1.6 million.
On August 28, 2018, the Company issued $40.0 million
in aggregate principal amount of our 6.25% fixed-rate notes due 2025 (the “6.25% 2025 Notes”) for net proceeds of $38.7 million
after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.3 million. The issuance
included the full exercise of the underwriters’ option to purchase an additional $5.0 million in aggregate principal amount of 6.25%
2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with our investment
objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and were amortized over
the term of the 6.25% 2025 Notes.
On February 5, 2019, the Company issued an additional
$20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions
of approximately $0.6 million and discount of $0.2 million. Offering costs incurred were approximately $0.2 million. The issuance included
the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate principal amount of 6.25% 2025
Notes within 30 days. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025 Notes under the indenture
and had the same terms as the existing 6.25% 2025 Notes. The net proceeds from this offering were used for general corporate purposes
in accordance with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025
Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.
On August 31, 2021, the Company redeemed $60.0
million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes. The 6.25% 2025 Notes were listed on the NYSE
under the trading symbol of “SAF”, and have been delisted following the full redemption on August 31, 2021.
At August 31, 2021, the debt was extinguished.
As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 6.25% 2025 Notes resulted in a
realized loss on the extinguishment of debt of $1.5 million.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $0.0 million and $0.9 million, respectively, of interest expense and $0.0 million and $0.1 million, respectively,
of amortization of deferred financing costs related to the 6.25% 2025 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 6.25% 2025 Notes outstanding was $0.00 million and $57.4 million, respectively.
On June 24, 2020, the Company issued $37.5 million
in aggregate principal amount of our 7.25% fixed-rate notes due 2025 (the “7.25% 2025 Notes”) for net proceeds of $36.3 million
after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3 million. On July
6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its
7.25% 2025 Notes. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately $0.2 million.
The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies.
Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and were amortized over the term of the 7.25% 2025
Notes.
On July 14,
2022, the Company redeemed $43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes. The 7.25% 2025
Notes were listed on the NYSE under the trading symbol of “SAK”, and have been delisted following the full redemption on July
14, 2022.
On July 14, 2022, the debt was extinguished. As
such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 7.25% 2025 Notes resulted in a realized
loss on the extinguishment of debt of $1.2 million.
As of February 28, 2022 the carrying
amount and fair value of the 7.25% 2025 Notes was $43.1 million and $43.9 million, respectively.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $0.4 million and $0.8 million, respectively, of interest expense and $0.04 million and $0.08 million, respectively,
of amortization of deferred financing costs related to the 7.25% 2025 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of the 7.25% 2025 Notes outstanding was $10.8 million and $43.1 million respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $1.2 million and $1.6 million, respectively, of interest expense and $0.1 million and $0.2 million, respectively,
of amortization of deferred financing costs related to the 7.25% 2025 Notes. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the six months ended August 31,
2022 and August 31, 2021, the average dollar amount of the 7.25% 2025 Notes outstanding was $27.0 million and $43.1 million respectively.
On July 9, 2020, the Company issued $5.0 million
in aggregate principal amount of our 7.75% fixed-rate notes due in 2025 (the “7.75% Notes 2025”) for net proceeds of $4.8
million after deducting underwriting commissions of approximately $0.2 million. Offering costs incurred were approximately $0.1 million.
Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per
year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may be redeemed in whole or in part at any time or from
time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment
objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes 2025 have been capitalized and are being amortized
over the term of the 7.75% Notes 2025.
As of August 31, 2022, the total 7.75% Notes 2025
outstanding was $5.0 million. The 7.75% Notes 2025 are not listed and have a par value of $25.00 per share. As of February 28, 2022, there
was $5.0 million outstanding of the 7.75% Notes 2025. The carrying amount of the amount outstanding of 7.75% Notes 2025 approximates its
fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability
within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $0.1 million and $0.1 million, respectively, of interest expense and $0.01 million and $0.01 million, respectively,
of amortization of deferred financing costs related to the 7.75% Notes 2025. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 7.75% Notes 2025 outstanding was $5.0 million and $5.0 million respectively.
On December 29, 2020, the Company issued $5.0 million
in aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25% Notes 2027”). Offering costs incurred
were approximately $0.1 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November
30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% Notes 2027 mature on December 29, 2027 and may be redeemed in
whole or in part at any time or from time to time at our option, on or after December 29, 2024. The net proceeds from the offering were
used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.1 million related
to the 6.25% Notes 2027 have been capitalized and are being amortized over the term of the 6.25% Notes 2027. The 6.25% Notes 2027 are
not listed and have a par value of $25.00 per share.
On January 28, 2021, the Company issued $10.0 million
in aggregate principal amount of our 6.25% fixed rate notes due in 2027 (the “6.25% Notes 2027”) for net proceeds of $9.7
million after deducting underwriting commissions of approximately $0.3 million. Offering costs incurred were approximately $0.0 million.
Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per
year, beginning February 28, 2021. The 6.25% Notes 2027 mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in
whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes
in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 6.25% Notes 2027 have been
capitalized and are being amortized over the term of the 6.25% Notes 2027.
As of August 31, 2022, the total 6.25% Notes 2027
outstanding was $15.0 million. The 6.25% Notes 2027 are not listed and have a par value of $25.00 per share. As of February 28, 2022,
there was $15.0 million outstanding of the 6.25% Notes 2027. The carrying amount of the amount outstanding of 6.25% Notes 2027 approximates
its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would be classified as a Level 3 liability
within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $0.2 million and $0.2 million, respectively, of interest expense and $0.02 million and $0.02 million, respectively,
of amortization of deferred financing costs related to the 6.25% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021 the average dollar amount of 6.25% Notes 2027 outstanding was $15.0 million and $15.0 million respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $0.5 million and $0.5 million, respectively, of interest expense and $0.04 million and $0.04 million, respectively,
of amortization of deferred financing costs related to the 6.25% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021 the average dollar amount of 6.25% Notes 2027 outstanding was $15.0 million and $15.0 million respectively.
On March 10, 2021, the Company issued $50.0 million
in aggregate principal amount of our 4.375% fixed-rate Notes due in 2026 (the “4.375% Notes 2026”) for net proceeds of $49.0
million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.2 million.
Interest on the 4.375% Notes 2026 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year, beginning
August 28, 2021. The 4.375% Notes 2026 mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November
28, 2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general
corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.2 million related to the 4.375%
Notes 2026 have been capitalized and are being amortized over the term of the 4.375% Notes 2026.
On July 15, 2021, the Company issued an additional
$125.0 million in aggregate principal amount of the Company’s 4.375% Notes 2026 (the “Additional 4.375% 2026 Notes”)
for net proceeds for approximately $123.5 million, based on the public offering price of 101.00% of the aggregate principal amount of
the Additional 4.375% 2026 Notes, after deducting the underwriting discount of $2.5 million and the offering expenses payable by the Company .
The net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate
purposes in accordance with our investment objective and strategies. Financing costs of $2.7 million have been capitalized and are being
amortized over the term of the additional 4.375% 2026 Notes.
As of August 31, 2022, the total 4.375% Notes 2026
outstanding was $175.0 million. The 4.375% Notes 2026 are not listed and are issued in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. As of February 28, 2022, there was $175.0 million outstanding of the 4.375% Notes 2026. The carrying amount
of the amount outstanding of 4.375% Notes 2026 approximates its fair value, which is based on a waterfall analysis showing adequate collateral
coverage and would be classified as a Level 3 liability within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $1.9 million and $1.2 million, respectively, of interest expense, $0.2 million and $0.1 million, respectively,
of amortization of deferred financing costs and $0.05 million and $0.02 million, respectively, of amortization of premium on issuance
of 4.375% Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing
costs and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements
of operations. During the three months ended August 31, 2022 and August 31, 2021, the average dollar amount of 4.375% Notes 2026 outstanding
was $175.0 million and $115.2 million, respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $3.8 million and $1.7 million, respectively, of interest expense, $0.3 million and $0.2 million, respectively, of
amortization of deferred financing costs and $0.1 million and $0.02 million, respectively, of amortization of premium on issuance of 4.375%
Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs
and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of
operations. During the six months ended August 31, 2022 and August 31, 2021, the average dollar amount of 4.375% Notes 2026 outstanding
was $175.0 million and $84.3 million, respectively.
On January 19, 2022, the Company issued $75.0
million in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% Notes 2027”) for net proceeds
of $73.0 million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% Notes 2027, after deducting
the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.2 million. Interest
on the 4.35% Notes 2027 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year, beginning August
28, 2022. The 4.35% Notes 2027 mature on February 28, 2027 and may be redeemed in whole or in part at the Company’s option at any
time prior to November 28, 2026, at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering
were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.7 million
related to the 4.35% Notes 2027 have been capitalized and are being amortized over the term of the 4.35% Notes 2027.
As of August 31, 2022, the total 4.35% Notes 2027
outstanding was $75.0 million. The 4.35% Notes 2027 are not listed and are issued in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. As of February 28, 2022, there was $75.0 million outstanding. The carrying amount of the amount outstanding
of 4.35% Notes 2027 approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage and would
be classified as a Level 3 liability within the fair value hierarchy.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $0.8 million and $0.0 million, respectively, of interest expense and $0.1 million and $0.0 million, respectively,
of amortization of deferred financing costs related to the 4.35% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 4.35% Notes 2027 outstanding was $75.0 million and $0.0 million, respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $1.6 million and $0.0 million, respectively, of interest expense and $0.2 million and $0.0 million, respectively,
of amortization of deferred financing costs related to the 4.35% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the six months ended August 31,
2022 and August 31, 2021, the average dollar amount of 4.35% Notes 2027 outstanding was $75.0 million and $0.0 million, respectively.
On April 27, 2022, the Company issued $87.5 million
in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million
after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May
10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of the
6.00% 2027 Notes. Net proceeds to the Company were $9.7 million after deducting underwriting commissions of approximately $0.3 million.
Interest on the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per
year, beginning August 31, 2022. The 6.00% 2027 Notes mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in
whole or in part at any time or from time to time at our option. Financing costs of $3.3 million related to the 6.00% 2027 Notes have
been capitalized and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the
trading symbol “SAT” with a par value of $25.00 per share.
On August 15, 2022, the Company
issued $8.0 million in aggregate principal amount of the 6.00% 2027 Notes for net proceeds of $7.8 million, based on the public offering
price of 97.80% of the aggregate principal amount of the 6.00% 2027 Notes. Additional offering costs incurred were approximately $0.03
million. Additional financing costs of $0.03 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over
the term of the 6.00% 2027 Notes.
As of August 31, 2022, the carrying amount and
fair value of the 6.00% 2027 Notes was $105.5 million and $101.8 million, respectively. The fair value of the 6.00% 2027 Notes, which
are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within
the fair value hierarchy. As of February 28, 2022, the carrying amount and fair value of the 6.00% 2027 Notes was $0.0 million and $0.0
million, respectively.
For the three months ended August 31, 2022 and
August 31, 2021, we recorded $1.7 million and $0.0 million, respectively, of interest expense and $0.2 million and $0.0 million, respectively,
of amortization of deferred financing costs related to the 6.00% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended August
31, 2022 and August 31, 2021, the average dollar amount of 6.00% Notes 2027 outstanding was $99.0 million and $0.0 million, respectively.
For the six months ended August 31, 2022 and August
31, 2021, we recorded $2.2 million and $0.0 million, respectively, of interest expense and $0.2 million and $0.0 million, respectively,
of amortization of deferred financing costs related to the 6.00% Notes 2027. Interest expense and amortization of deferred financing costs
are reported as interest and debt financing expense on the consolidated statements of operations. During the six months ended August 31,
2022 and August 31, 2021, the average dollar amount of 6.00% Notes 2027 outstanding was $43.8 million and $0.0 million, respectively.
SENIOR SECURITIES
(dollar amounts in thousands,
except per share data)
Class and Year (1)(2) | |
Total Amount Outstanding Exclusive of Treasury Securities(3) | | |
Asset Coverage per
Unit(4) | | |
Involuntary Liquidating Preference per Share(5) | | |
Average Market Value per Share(6) | |
| |
(in thousands) | |
Credit Facility with Encina Lender Finance, LLC | |
| | |
| | |
| | |
| |
Fiscal year 2023 (as of August 31, 2022) | |
$ | 25,000 | | |
$ | 1,842 | | |
| - | | |
| N/A | |
Fiscal year 2022 (as of February 28, 2022) | |
$ | 12,500 | | |
$ | 2,093 | | |
| - | | |
| N/A | |
Credit Facility with Madison Capital Funding(14) | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2021 (as of February 28, 2021) | |
$ | - | | |
$ | 3,471 | | |
| - | | |
| N/A | |
Fiscal year 2020 (as of February 29, 2020) | |
$ | - | | |
$ | 6,071 | | |
| - | | |
| N/A | |
Fiscal year 2019 (as of February 28, 2019) | |
$ | - | | |
$ | 2,345 | | |
| - | | |
| N/A | |
Fiscal year 2018 (as of February 28, 2018) | |
$ | - | | |
$ | 2,930 | | |
| - | | |
| N/A | |
Fiscal year 2017 (as of February 28, 2017) | |
$ | - | | |
$ | 2,710 | | |
| - | | |
| N/A | |
Fiscal year 2016 (as of February 29, 2016) | |
$ | - | | |
$ | 3,025 | | |
| - | | |
| N/A | |
Fiscal year 2015 (as of February 28, 2015) | |
$ | 9,600 | | |
$ | 3,117 | | |
| - | | |
| N/A | |
Fiscal year 2014 (as of February 28, 2014) | |
$ | - | | |
$ | 3,348 | | |
| - | | |
| N/A | |
Fiscal year 2013 (as of February 28, 2013) | |
$ | 24,300 | | |
$ | 5,421 | | |
| - | | |
| N/A | |
Fiscal year 2012 (as of February 29, 2012) | |
$ | 20,000 | | |
$ | 5,834 | | |
| - | | |
| N/A | |
Fiscal year 2011 (as of February 28, 2011) | |
$ | 4,500 | | |
$ | 20,077 | | |
| - | | |
| N/A | |
Fiscal year 2010 (as of February 28, 2010) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2009 (as of February 28, 2009) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2008 (as of February 29, 2008) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2007 (as of February 28, 2007) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
7.50% Notes due 2020(7) | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2017 (as of February 28, 2017) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2016 (as of February 29, 2016) | |
$ | 61,793 | | |
$ | 3,025 | | |
| - | | |
$ | 25.24 | (8) |
Fiscal year 2015 (as of February 28, 2015) | |
$ | 48,300 | | |
$ | 3,117 | | |
| - | | |
$ | 25.46 | (8) |
Fiscal year 2014 (as of February 28, 2014) | |
$ | 48,300 | | |
$ | 3,348 | | |
| - | | |
$ | 25.18 | (8) |
Fiscal year 2013 (as of February 28, 2013) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2012 (as of February 29, 2012) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2011 (as of February 28, 2011) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2010 (as of February 28, 2010) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2009 (as of February 28, 2009) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2008 (as of February 29, 2008) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2007 (as of February 28, 2007) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
6.75% Notes due 2023(9) | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2020 (as of February 29, 2020) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2019 (as of February 28, 2019) | |
$ | 74,451 | | |
$ | 2,345 | | |
| - | | |
$ | 25.74 | (10) |
Fiscal year 2018 (as of February 28, 2018) | |
$ | 74,451 | | |
$ | 2,930 | | |
| - | | |
$ | 26.05 | (10) |
Fiscal year 2017 (as of February 28, 2017) | |
$ | 74,451 | | |
$ | 2,710 | | |
| - | | |
$ | 25.89 | (10) |
6.25% Notes due 2025(13) | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2022 (as of February 28, 2022) | |
| - | | |
| - | | |
| - | | |
| N/A | |
Fiscal year 2021 (as of February 28, 2021) | |
$ | 60,000 | | |
$ | 3,471 | | |
| - | | |
$ | 24.24 | (11) |
Fiscal year 2020 (as of February 29, 2020) | |
$ | 60,000 | | |
$ | 6,071 | | |
| - | | |
$ | 25.75 | (11) |
Fiscal year 2019 (as of February 28, 2019) | |
$ | 60,000 | | |
$ | 2,345 | | |
| - | | |
$ | 24.97 | (11) |
7.25% Notes due 2025(16) | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2023 (as of August 31, 2022) | |
$ | - | | |
$ | - | | |
| - | | |
| N/A | |
Fiscal year 2022 (as of February 28, 2022) | |
$ | 43,125 | | |
$ | 2,093 | | |
| - | | |
$ | 25.46 | (11) |
Fiscal year 2021 (as of February 28, 2021) | |
$ | 43,125 | | |
$ | 3,471 | | |
| - | | |
$ | 25.77 | (11) |
7.75% Notes due 2025 | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2023 (as of August 31, 2022) | |
$ | 5,000 | | |
$ | 1,842 | | |
| - | | |
$ | 25.00 | (12) |
Fiscal year 2022 (as of February 28, 2022) | |
$ | 5,000 | | |
$ | 2,093 | | |
| - | | |
$ | 25.00 | (12) |
Fiscal year 2021 (as of February 28, 2021) | |
$ | 5,000 | | |
$ | 3,471 | | |
| - | | |
$ | 25.00 | (12) |
4.375% Notes due 2026 | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2023 (as of August 31, 2022) | |
$ | 175,000 | | |
$ | 1,842 | | |
| - | | |
$ | 25.00 | (12) |
Fiscal year 2022 (as of February 28, 2022) | |
$ | 175,000 | | |
$ | 2,093 | | |
| - | | |
$ | 25.00 | (12) |
4.35% Notes due 2027 | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2023 (as of August 31, 2022) | |
$ | 75,000 | | |
$ | 1,842 | | |
| - | | |
$ | 25.00 | (12) |
Fiscal year 2022 (as of February 28, 2022) | |
$ | 75,000 | | |
$ | 2,093 | | |
| - | | |
$ | 25.00 | (12) |
6.25% Notes due 2027 | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2023 (as of August 31, 2022) | |
$ | 15,000 | | |
$ | 1,842 | | |
| - | | |
$ | 25.00 | (12) |
Fiscal year 2022 (as of February 28, 2022) | |
$ | 15,000 | | |
$ | 2,093 | | |
| - | | |
$ | 25.00 | (12) |
Fiscal year 2021 (as of February 28, 2021) | |
$ | 15,000 | | |
$ | 3,471 | | |
| - | | |
$ | 25.00 | (12) |
6.00% Notes due 2027 | |
| | | |
| | | |
| | | |
| | |
Fiscal year 2023 (as of August 31, 2022) | |
$ | 105,500 | | |
$ | 1,842 | | |
| | | |
$ | 24.12 | (15) |
Note 9. Commitments and Contingencies
Contractual
Obligations
The following table shows our payment obligations for repayment of
debt and other contractual obligations at August 31, 2022:
| |
| | |
Payment Due by Period | |
Long-Term Debt Obligations | |
Total | | |
Less Than
1 Year | | |
1 - 3
Years | | |
3 - 5
Years | | |
More Than
5 Years | |
| |
| | |
| | |
($ in thousands) | | |
| | |
| |
Revolving credit facility | |
$ | 25,000 | | |
$ | - | | |
$ | 25,000 | | |
$ | - | | |
$ | - | |
SBA debentures | |
| 233,660 | | |
| - | | |
| 15,000 | | |
| 33,660 | | |
| 185,000 | |
7.75% 2025 Notes | |
| 5,000 | | |
| - | | |
| 5,000 | | |
| - | | |
| - | |
4.375% 2026 Notes | |
| 175,000 | | |
| - | | |
| - | | |
| 175,000 | | |
| - | |
4.35% 2027 Notes | |
| 75,000 | | |
| - | | |
| - | | |
| 75,000 | | |
| - | |
6.25% 2027 Notes | |
| 15,000 | | |
| - | | |
| - | | |
| - | | |
| 15,000 | |
6.00% 2027 Notes | |
| 105,500 | | |
| - | | |
| - | | |
| 105,500 | | |
| - | |
Total Long-Term Debt Obligations | |
$ | 634,160 | | |
$ | - | | |
$ | 45,000 | | |
$ | 389,160 | | |
$ | 200,000 | |
Off-Balance Sheet Arrangements
As of August 31, 2022 and February 28, 2022, the
Company’s off-balance sheet arrangements consisted of $90.7 million and $83.4 million, respectively, of unfunded commitments outstanding
to provide debt financing to its portfolio companies or to fund limited partnership interests. Such commitments are generally up to the
Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and
are not reflected in the Company’s consolidated statements of assets and liabilities.
A summary of the unfunded commitments outstanding as of August 31,
2022 and February 28, 2022 is shown in the table below (dollars in thousands):
| |
August 31,
2022 | | |
February 28,
2022 | |
At Company’s discretion | |
| | |
| |
ActiveProspect, Inc. | |
$ | 10,000 | | |
$ | - | |
Artemis Wax | |
| 3,000 | | |
| 3,700 | |
Ascend Software LLC | |
| 5,000 | | |
| 5,000 | |
Axero Holdings | |
| - | | |
| 3,000 | |
Davisware | |
| 2,000 | | |
| 2,000 | |
Granite Comfort | |
| 5,000 | | |
| - | |
JDXpert | |
| 5,000 | | |
| - | |
Lee’s Famous Recipe Chicken | |
| 4,000 | | |
| 10,000 | |
Netreo Holdings, LLC | |
| - | | |
| 4,000 | |
Pepper Palace | |
| 3,000 | | |
| 3,000 | |
Procrement Partners | |
| - | | |
| 2,800 | |
Saratoga Senior Loan Fund I JV LLC | |
| 15,606 | | |
| 17,500 | |
Sceptre Hospitality Resources | |
| 250 | | |
| 1,000 | |
Book4Time, Inc. | |
| - | | |
| 2,000 | |
Total | |
| 52,856 | | |
| 54,000 | |
| |
| | | |
| | |
At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required | |
| | | |
| | |
Ascend Software LLC | |
| 4,200 | | |
| 6,500 | |
ARC Health | |
| 8,500 | | |
| - | |
Axero Holdings | |
| - | | |
| 2,000 | |
Axero Holdings - Revolver | |
| 500 | | |
| 500 | |
Davisware, LLC | |
| 1,000 | | |
| 1,000 | |
Exigo - DDTL | |
| 4,167 | | |
| - | |
Exigo - Revolver | |
| 833 | | |
| - | |
GDS Holdings US, Inc. | |
| 1,036 | | |
| 2,786 | |
Granite Comfort | |
| 5,000 | | |
| - | |
GoReact | |
| 500 | | |
| 2,500 | |
JDXpert | |
| 1,000 | | |
| - | |
Madison Logic - Revolver | |
| 1,084 | | |
| 1,084 | |
New England Dental Partners | |
| 4,500 | | |
| 4,500 | |
Pepper Palace - DDTL | |
| 2,000 | | |
| 2,000 | |
Pepper Palace - Revolver | |
| 2,500 | | |
| 2,500 | |
Zollege | |
| 1,000 | | |
| 1,000 | |
Lee’s Famous Recipe Chicken | |
| - | | |
| 3,000 | |
| |
| 37,820 | | |
| 29,370 | |
Total | |
$ | 90,676 | | |
$ | 83,370 | |
The Company believes its assets will provide adequate
coverage to satisfy these unfunded commitments. As of August 31, 2022, the Company had cash and cash equivalents of $12.6 million and
$25.0 million in available borrowings under the Encina Credit Facility.
Note 10. Directors Fees
The independent directors each receive an annual
fee of $70,000. They also receive $3,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending
each board meeting and receive $1,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each
committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $12,500 and the chairman of each other committee
receives an annual fee of $6,000 for their additional services in these capacities. In addition, we have purchased directors’ and
officers’ liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors’
fees in the form of our common stock issued at a price per share equal to the greater of net asset value or the market price at the time
of payment. No compensation is paid to directors who are “interested persons” of the Company (as such term is defined in Section
2(a)(19) of the 1940 Act). For the three months ended August 31, 2022 and August 31, 2021, we incurred $0.1 million and $0.1 million for
directors’ fees and expenses, respectively. For the six months ended August 31, 2022 and August 31, 2021, we incurred $0.2 million
and $0.2 million for directors’ fees and expenses, respectively. As of August 31, 2022, and February 28, 2022, $0.1 million
and $0.07 million in directors’ fees and expenses were accrued and unpaid, respectively. As of August 31, 2022, we had not issued
any common stock to our directors as compensation for their services.
Note 11. Stockholders’ Equity
On May 16, 2006, GSC Group, Inc. capitalized the
LLC, by contributing $1,000 in exchange for 67 shares, constituting all of the issued and outstanding shares of the LLC.
On March 20, 2007, the Company issued 95,995.5
and 8,136.2 shares of common stock, priced at $150.00 per share, to GSC Group and certain individual employees of GSC Group, respectively,
in exchange for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued
at $15.6 million. At this time, the 6.7 shares owned by GSC Group in the LLC were exchanged for 6.7 shares of the Company.
On March 28, 2007, the Company completed its IPO
of 725,000 shares of common stock, priced at $150.00 per share, before underwriting discounts and commissions. Total proceeds received
from the IPO, net of $7.1 million in underwriter’s discount and commissions, and $1.0 million in offering costs, were $100.7 million.
On July 30, 2010, our Manager and its affiliates
purchased 986,842 shares of common stock at $15.20 per share. Total proceeds received from this sale were $15.0 million.
On August 12, 2010, we effected a one-for-ten reverse
stock split of our outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted
into one share of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The
total cash payment in lieu of shares was $230. Immediately after the reverse stock split, we had 2,680,842 shares of our common stock
outstanding.
On September 24, 2014, the Company announced the
approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below
its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”). On
October 7, 2015, our board of directors extended the Share Repurchase Plan for another year and increased the number of shares the Company
is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements,
to 400,000 shares of its common stock. On October 5, 2016, our board of directors extended the Share Repurchase Plan for another year
to October 15, 2017 and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in
its then most recently published consolidated financial statements, to 600,000 shares of its common stock. On October 10, 2017, January
8, 2019 and January 7, 2020, our board of directors extended the Share Repurchase Plan for another year to October 15, 2018, January 15,
2020 and January 15, 2021, respectively, each time leaving the number of shares unchanged at 600,000 shares of its common stock. On May
4, 2020, our board of directors increased the Share Repurchase Plan to 1.3 million shares of common stock. On January 5, 2021, our board
of directors extended the Share Repurchase Plan for another year to January 15, 2022, leaving the number of shares unchanged at 1.3 million
shares of common stock. On January 4, 2022, our board of directors extended the Shares Repurchase Plan for another year to January 15,
2023, leaving the number of shares unchanged at 1.3 million shares of common stock. As of August 31, 2022, the Company purchased
803,962 shares of common stock, at the average price of $21.47 for approximately $17.3 million pursuant to the Share Repurchase Plan.
During the three months ended August 31, 2022 the Company purchased 153,350 shares of common stock, at the average price of $24.04 for
approximately $3.7 million pursuant to the Share Repurchase Plan. During the six months ended August 31, 2022 the Company purchased 295,527
shares of common stock, at the average price of $25.11 for approximately $7.4 million pursuant to the Share Repurchase Plan.
On March 16, 2017, we entered into
an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to
$30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were also
added to the agreement. On July 11, 2019, the amount of the common stock to be offered was increased to $70.0 million, and on October
8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021,
and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77 for aggregate
net proceeds of $95.9 million (net of transaction costs).
On July 13, 2018, the Company issued 1,150,000
shares of its common stock priced at $25.00 per share (par value $0.001 per share) at an aggregate total of $28.75 million. The net proceeds,
after deducting underwriting commissions of $1.15 million and offering costs of approximately $0.2 million, amounted to approximately
$27.4 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of its common
stock, which was not exercised.
On July 30, 2021, we entered
into an equity distribution agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (collectively
the “Agents”), through which we may offer for sale, from time to time, up to $150.0 million of our common stock through the
Agents, or to them, as principal for their account. As of August 31, 2022, the Company sold 4,840,361 shares for gross proceeds of $124.0
million at an average price of $25.61 for aggregate net proceeds of $122.4 million (net of transaction costs). During the three and six
months ended August 31, 2022, there were no shares sold pursuant to the equity distribution agreement with the Agents.
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X
(Note 2). Pursuant to the regulation, the Company has presented a reconciliation of the changes in each significant caption of stockholders’
equity as shown in the tables below:
| |
| | |
| | |
Capital | | |
Total | | |
| |
| |
Common Stock | | |
in Excess | | |
Distributable | | |
| |
| |
Shares | | |
Amount | | |
of Par Value | | |
Earnings (Loss) | | |
Net Assets | |
Balance at February 28, 2021 | |
| 11,161,416 | | |
$ | 11,161 | | |
$ | 304,874,957 | | |
$ | (700,348 | ) | |
$ | 304,185,770 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 2,555,935 | | |
| 2,555,935 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 1,910,141 | | |
| 1,910,141 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 16,812,577 | | |
| 16,812,577 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (230,144 | ) | |
| (230,144 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (4,799,405 | ) | |
| (4,799,405 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| 38,580 | | |
| 39 | | |
| 914,063 | | |
| - | | |
| 914,102 | |
Repurchases of common stock | |
| (40,000 | ) | |
| (40 | ) | |
| (1,003,380 | ) | |
| - | | |
| (1,003,420 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (800 | ) | |
| - | | |
| (800 | ) |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at May 31, 2021 | |
| 11,159,995 | | |
$ | 11,160 | | |
$ | 304,784,840 | | |
$ | 15,548,756 | | |
$ | 320,344,756 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 6,393,261 | | |
| 6,393,261 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 1,501,597 | | |
| 1,501,597 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| - | | |
| - | | |
| (448,883 | ) | |
| (448,883 | ) |
Realized losses on extinguishment of debt | |
| | | |
| | | |
| | | |
| (1,552,140 | ) | |
| (1,552,140 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 3,376,540 | | |
| 3,376,540 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (1,328,711 | ) | |
| (1,328,711 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (4,910,394 | ) | |
| (4,910,394 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 5,441 | | |
| 6 | | |
| 157,034 | | |
| - | | |
| 157,040 | |
Stock dividend distribution | |
| 33,099 | | |
| 33 | | |
| 828,479 | | |
| - | | |
| 828,512 | |
Repurchases of common stock | |
| (9,623 | ) | |
| (10 | ) | |
| (248,713 | ) | |
| - | | |
| (248,723 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (192 | ) | |
| - | | |
| (192 | ) |
Offering costs | |
| - | | |
| - | | |
| (817 | ) | |
| - | | |
| (817 | ) |
Balance at August 31, 2021 | |
| 11,188,912 | | |
$ | 11,189 | | |
$ | 305,520,631 | | |
$ | 18,580,025 | | |
$ | 324,111,845 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 5,196,635 | | |
| 5,196,635 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 9,916,925 | | |
| 9,916,925 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| - | | |
| - | | |
| (2,447,173 | ) | |
| (2,447,173 | ) |
Realized losses on extinguishment of debt | |
| | | |
| | | |
| | | |
| (764,123 | ) | |
| (764,123 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (6,042,616 | ) | |
| (6,042,616 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| 2,480,465 | | |
| 2,480,465 | |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (5,889,329 | ) | |
| (5,889,329 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 520,076 | | |
| 520 | | |
| 15,163,259 | | |
| - | | |
| 15,163,779 | |
Stock dividend distribution | |
| 38,016 | | |
| 38 | | |
| 1,017,625 | | |
| - | | |
| 1,017,663 | |
Repurchases of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Repurchase fees | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Offering costs | |
| - | | |
| - | | |
| (142,326 | ) | |
| - | | |
| (142,326 | ) |
Balance at November 30, 2021 | |
| 11,747,004 | | |
$ | 11,747 | | |
$ | 321,559,189 | | |
$ | 21,030,809 | | |
$ | 342,601,745 | |
| |
| | |
| | |
Capital | | |
Total | | |
| |
| |
Common Stock | | |
in Excess | | |
Distributable | | |
| |
| |
Shares | | |
Amount | | |
of Par Value | | |
Earnings (Loss) | | |
Net Assets | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 5,796,910 | | |
| 5,796,910 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 69,664 | | |
| 69,664 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| - | | |
| - | | |
| 9,612 | | |
| 9,612 | |
Realized losses on extinguishment of debt | |
| | | |
| | | |
| | | |
| (118,147 | ) | |
| (118,147 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 2,873,561 | | |
| 2,873,561 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (226,702 | ) | |
| (226,702 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (6,434,106 | ) | |
| (6,434,106 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 392,826 | | |
| 392 | | |
| 11,513,992 | | |
| - | | |
| 11,514,383 | |
Stock dividend distribution | |
| 41,520 | | |
| 42 | | |
| 1,114,886 | | |
| - | | |
| 1,114,929 | |
Repurchases of common stock | |
| (50,000 | ) | |
| (50 | ) | |
| (1,292,843 | ) | |
| - | | |
| (1,292,893 | ) |
Repurchase fees | |
| | | |
| | | |
| (1,000 | ) | |
| - | | |
| (1,000 | ) |
Offering costs | |
| | | |
| | | |
| (127,433 | ) | |
| - | | |
| (127,433 | ) |
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | |
| - | | |
| - | | |
| (4,704,545 | ) | |
| 4,704,545 | | |
| - | |
Balance at February 28, 2022 | |
| 12,131,350 | | |
$ | 12,131 | | |
$ | 328,062,246 | | |
$ | 27,706,146 | | |
$ | 355,780,523 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 7,976,222 | | |
| 7,976,222 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 162,509 | | |
| 162,509 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| - | | |
| - | | |
| 69,250 | | |
| 69,250 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (9,333,449 | ) | |
| (9,333,449 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (361,951 | ) | |
| (361,951 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (6,428,817 | ) | |
| (6,428,817 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| 42,825 | | |
| 43 | | |
| 1,108,637 | | |
| - | | |
| 1,108,680 | |
Repurchases of common stock | |
| (142,177 | ) | |
| (142 | ) | |
| (3,734,174 | ) | |
| - | | |
| (3,734,316 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (2,840 | ) | |
| - | | |
| (2,840 | ) |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at May 31, 2022 | |
| 12,031,998 | | |
$ | 12,032 | | |
$ | 325,433,869 | | |
$ | 19,789,910 | | |
$ | 345,235,811 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 7,698,014 | | |
| 7,698,014 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 7,943,838 | | |
| 7,943,838 | |
Realized losses on extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| (1,204,809 | ) | |
| (1,204,809 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (13,258,456 | ) | |
| (13,258,456 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (230,154 | ) | |
| (230,154 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (6,369,981 | ) | |
| (6,369,981 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock dividend distribution | |
| 48,590 | | |
| 49 | | |
| 1,088,139 | | |
| - | | |
| 1,088,188 | |
Repurchases of common stock | |
| (153,350 | ) | |
| (154 | ) | |
| (3,685,951 | ) | |
| - | | |
| (3,686,105 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (3,071 | ) | |
| - | | |
| (9,464 | ) |
Balance at August 31, 2022 | |
| 11,927,238 | | |
$ | 11,927 | | |
$ | 322,832,986 | | |
$ | 14,368,362 | | |
$ | 337,213,275 | |
The Company adopted Rule 3-04/Rule 8-03(a)(5) under Regulation S-X
(Note 2). Pursuant to the regulation, the Company has presented a reconciliation of the changes in each significant caption of stockholders’
equity as shown in the tables below:
| |
| | |
| | |
Capital | | |
Total | | |
| |
| |
Common Stock | | |
in Excess | | |
Distributable | | |
| |
| |
Shares | | |
Amount | | |
of Par Value | | |
Earnings (Loss) | | |
Net Assets | |
Balance at February 29, 2020 | |
| 11,217,545 | | |
$ | 11,218 | | |
$ | 289,476,991 | | |
$ | 14,798,644 | | |
$ | 304,286,853 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 9,018,314 | | |
| 9,018,314 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 8,480 | | |
| 8,480 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (31,950,369 | ) | |
| (31,950,369 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| 267,740 | | |
| 267,740 | |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Repurchases of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at May 31, 2020 | |
| 11,217,545 | | |
$ | 11,218 | | |
$ | 289,476,991 | | |
$ | (7,857,191 | ) | |
$ | 281,631,018 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 5,334,713 | | |
| 5,334,713 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 11,929 | | |
| 11,929 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 16,580,401 | | |
| 16,580,401 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (116,521 | ) | |
| (116,521 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (4,487,015 | ) | |
| (4,487,015 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| 47,098 | | |
| 46 | | |
| 774,944 | | |
| - | | |
| 774,990 | |
Repurchases of common stock | |
| (90,321 | ) | |
| (90 | ) | |
| (1,550,327 | ) | |
| - | | |
| (1,550,417 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (1,740 | ) | |
| - | | |
| (1,740 | ) |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at August 31, 2020 | |
| 11,174,322 | | |
$ | 11,174 | | |
$ | 288,699,868 | | |
$ | 9,466,316 | | |
$ | 298,177,358 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 4,471,102 | | |
| 4,471,102 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 1,798 | | |
| 1,798 | |
Income tax (provision) benefit from realized gain on investments | |
| | | |
| | | |
| | | |
| (3,895,354 | ) | |
| (3,895,354 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 5,998,830 | | |
| 5,998,830 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (210,057 | ) | |
| (210,057 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (4,581,469 | ) | |
| (4,581,469 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| 45,706 | | |
| 46 | | |
| 805,883 | | |
| - | | |
| 805,929 | |
Repurchases of common stock | |
| (50,000 | ) | |
| (50 | ) | |
| (914,194 | ) | |
| - | | |
| (914,244 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (1,003 | ) | |
| - | | |
| (1,003 | ) |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at November 30, 2020 | |
| 11,170,028 | | |
$ | 11,170 | | |
$ | 288,590,554 | | |
$ | 11,251,166 | | |
$ | 299,852,890 | |
| |
| | |
| | |
Capital | | |
Total | | |
| |
| |
Common Stock | | |
in Excess | | |
Distributable | | |
| |
| |
Shares | | |
Amount | | |
of Par Value | | |
Earnings (Loss) | | |
Net Assets | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 4,288,996 | | |
| 4,288,996 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| (8,726,013 | ) | |
| (8,726,013 | ) |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Realized losses on extinguishment of debt | |
| | | |
| | | |
| | | |
| (128,617 | ) | |
| (128,617 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 14,337,460 | | |
| 14,337,460 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (515,796 | ) | |
| (515,796 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (4,678,514 | ) | |
| (4,678,514 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| 41,388 | | |
| 41 | | |
| 900,124 | | |
| - | | |
| 900,165 | |
Repurchases of common stock | |
| (50,000 | ) | |
| (50 | ) | |
| (1,143,748 | ) | |
| - | | |
| (1,143,798 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (1,003 | ) | |
| - | | |
| (1,003 | ) |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | |
| - | | |
| - | | |
| 16,529,030 | | |
| (16,529,030 | ) | |
| - | |
Balance at February 28, 2021 | |
| 11,161,416 | | |
$ | 11,161 | | |
$ | 304,874,957 | | |
$ | (700,348 | ) | |
$ | 304,185,770 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 2,555,935 | | |
| 2,555,935 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 1,910,141 | | |
| 1,910,141 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 16,812,577 | | |
| 16,812,577 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (230,144 | ) | |
| (230,144 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (4,799,405 | ) | |
| (4,799,405 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| 38,580 | | |
| 39 | | |
| 914,063 | | |
| - | | |
| 914,102 | |
Repurchases of common stock | |
| (40,000 | ) | |
| (40 | ) | |
| (1,003,380 | ) | |
| - | | |
| (1,003,420 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (800 | ) | |
| - | | |
| (800 | ) |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at May 31, 2021 | |
| 11,159,995 | | |
$ | 11,160 | | |
$ | 304,784,840 | | |
$ | 15,548,756 | | |
$ | 320,344,756 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 6,393,261 | | |
| 6,393,261 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 1,501,597 | | |
| 1,501,597 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| - | | |
| - | | |
| (448,883 | ) | |
| (448,883 | ) |
Realized losses on extinguishment of debt | |
| | | |
| | | |
| | | |
| (1,552,140 | ) | |
| (1,552,140 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 3,376,540 | | |
| 3,376,540 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (1,328,711 | ) | |
| (1,328,711 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (4,910,394 | ) | |
| (4,910,394 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 5,441 | | |
| 6 | | |
| 157,034 | | |
| - | | |
| 157,040 | |
Stock dividend distribution | |
| 33,099 | | |
| 33 | | |
| 828,479 | | |
| - | | |
| 828,512 | |
Repurchases of common stock | |
| (9,623 | ) | |
| (10 | ) | |
| (248,713 | ) | |
| - | | |
| (248,723 | ) |
Repurchase fees | |
| - | | |
| - | | |
| (192 | ) | |
| - | | |
| (192 | ) |
Offering costs | |
| - | | |
| - | | |
| (817 | ) | |
| - | | |
| (817 | ) |
Balance at August 31, 2021 | |
| 11,188,912 | | |
$ | 11,189 | | |
$ | 305,520,631 | | |
$ | 18,580,025 | | |
$ | 324,111,845 | |
| |
| | |
| | |
Capital | | |
Total | | |
| |
| |
Common Stock | | |
in Excess | | |
Distributable | | |
| |
| |
Shares | | |
Amount | | |
of Par Value | | |
Earnings (Loss) | | |
Net Assets | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 5,196,635 | | |
| 5,196,635 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 9,916,925 | | |
| 9,916,925 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| - | | |
| - | | |
| (2,447,173 | ) | |
| (2,447,173 | ) |
Realized losses on extinguishment of debt | |
| | | |
| | | |
| | | |
| (764,123 | ) | |
| (764,123 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (6,042,616 | ) | |
| (6,042,616 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| 2,480,465 | | |
| 2,480,465 | |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (5,889,329 | ) | |
| (5,889,329 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 520,076 | | |
| 520 | | |
| 15,163,259 | | |
| - | | |
| 15,163,779 | |
Stock dividend distribution | |
| 38,016 | | |
| 38 | | |
| 1,017,625 | | |
| - | | |
| 1,017,663 | |
Repurchases of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Repurchase fees | |
| | | |
| - | | |
| - | | |
| - | | |
| - | |
Offering costs | |
| - | | |
| - | | |
| (142,326 | ) | |
| - | | |
| (142,326 | ) |
Balance at November 30, 2021 | |
| 11,747,004 | | |
$ | 11,747 | | |
$ | 321,559,189 | | |
$ | 21,030,809 | | |
$ | 342,601,745 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| | | |
| | | |
| | | |
| 5,796,910 | | |
| 5,796,910 | |
Net realized gain (loss) from investments | |
| | | |
| | | |
| | | |
| 69,664 | | |
| 69,664 | |
Income tax (provision) benefit from realized gain on investments | |
| | | |
| | | |
| | | |
| 9,612 | | |
| 9,612 | |
Realized losses on extinguishment of debt | |
| | | |
| | | |
| | | |
| (118,147 | ) | |
| (118,147 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| | | |
| | | |
| | | |
| 2,873,561 | | |
| 2,873,561 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| | | |
| | | |
| | | |
| (226,702 | ) | |
| (226,702 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| | | |
| | | |
| | | |
| (6,434,106 | ) | |
| (6,434,106 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 392,826 | | |
| 392 | | |
| 11,513,992 | | |
| | | |
| 11,514,383 | |
Stock dividend distribution | |
| 41,520 | | |
| 42 | | |
| 1,114,886 | | |
| | | |
| 1,114,929 | |
Repurchases of common stock | |
| (50,000 | ) | |
| (50 | ) | |
| (1,292,843 | ) | |
| | | |
| (1,292,893 | ) |
Repurchase fees | |
| | | |
| | | |
| (1,000 | ) | |
| | | |
| (1,000 | ) |
Offering costs | |
| | | |
| | | |
| (127,433 | ) | |
| | | |
| (127,433 | ) |
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | |
| | | |
| | | |
| (4,704,545 | ) | |
| 4,704,545 | | |
| | |
Balance at February 28, 2022 | |
| 12,131,350 | | |
$ | 12,131 | | |
$ | 328,062,246 | | |
$ | 27,706,146 | | |
$ | 355,780,523 | |
Balance at February 28, 2018 | |
| 6,257,029 | | |
$ | 6,257 | | |
$ | 188,975,590 | | |
$ | (45,290,480 | ) | |
$ | 143,691,367 | |
Cumulative effect of the adoption of ASC 606 (Note 2) | |
| - | | |
| - | | |
| - | | |
| (65,300 | ) | |
| (65,300 | ) |
Balance at March 1, 2018 | |
| 6,257,029 | | |
| 6,257 | | |
| 188,975,590 | | |
| (45,355,780 | ) | |
| 143,626,067 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 3,927,648 | | |
| 3,927,648 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 212,008 | | |
| 212,008 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| 643,205 | | |
| 643,205 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (940,546 | ) | |
| (940,546 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (3,128,513 | ) | |
| (3,128,513 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Stock dividend distribution | |
| 25,355 | | |
| 25 | | |
| 504,853 | | |
| - | | |
| 504,878 | |
Repurchases of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at May 31, 2018 | |
| 6,282,384 | | |
| 6,282 | | |
| 189,480,443 | | |
| (44,641,978 | ) | |
| 144,844,747 | |
| |
For the Year Ended February 28, 2019 | |
| |
| | |
| | |
Capital
| | |
Total
| | |
| |
| |
Common Stock | | |
in Excess
| | |
Distributable
| | |
| |
| |
Shares | | |
Amount | | |
of Par Value | | |
Earnings (Loss) | | |
Net Assets | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 5,144,228 | | |
| 5,144,228 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 163 | | |
| 163 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (2,154,521 | ) | |
| (2,154,521 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| 152,546 | | |
| 152,546 | |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (3,204,014 | ) | |
| (3,204,014 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 1,150,000 | | |
| 1,150 | | |
| 28,748,850 | | |
| - | | |
| 28,750,000 | |
Stock dividend distribution | |
| 21,563 | | |
| 22 | | |
| 511,523 | | |
| - | | |
| 511,545 | |
Repurchases of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Offering costs | |
| - | | |
| - | | |
| (1,386,667 | ) | |
| - | | |
| (1,386,667 | ) |
Balance at August 31, 2018 | |
| 7,453,947 | | |
| 7,454 | | |
| 217,354,149 | | |
| (44,703,576 | ) | |
| 172,658,027 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 5,138,941 | | |
| 5,138,941 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| (67,164 | ) | |
| (67,164 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (1,031,113 | ) | |
| (1,031,113 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (371,581 | ) | |
| (371,581 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (3,876,050 | ) | |
| (3,876,050 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 10,373 | | |
| 10 | | |
| 241,228 | | |
| - | | |
| 241,238 | |
Stock dividend distribution | |
| 25,863 | | |
| 26 | | |
| 578,057 | | |
| - | | |
| 578,083 | |
Repurchases of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Offering costs | |
| - | | |
| - | | |
| (1,290 | ) | |
| - | | |
| (1,290 | ) |
Balance at November 30, 2018 | |
| 7,490,183 | | |
| 7,490 | | |
| 218,172,144 | | |
| (44,910,543 | ) | |
| 173,269,091 | |
Increase (Decrease) from Operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income | |
| - | | |
| - | | |
| - | | |
| 4,091,392 | | |
| 4,091,392 | |
Net realized gain (loss) from investments | |
| - | | |
| - | | |
| - | | |
| 4,729,298 | | |
| 4,729,298 | |
Net change in unrealized appreciation (depreciation) on investments | |
| - | | |
| - | | |
| - | | |
| (357,880 | ) | |
| (357,880 | ) |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| - | | |
| - | | |
| - | | |
| (607,254 | ) | |
| (607,254 | ) |
Decrease from Shareholder Distributions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Distributions of investment income – net | |
| - | | |
| - | | |
| - | | |
| (3,980,011 | ) | |
| (3,980,011 | ) |
Capital Share Transactions: | |
| | | |
| | | |
| | | |
| | | |
| | |
Proceeds from issuance of common stock | |
| 136,176 | | |
| 136 | | |
| 3,158,783 | | |
| - | | |
| 3,158,919 | |
Stock dividend distribution | |
| 30,797 | | |
| 31 | | |
| 581,356 | | |
| - | | |
| 581,387 | |
Repurchases of common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Offering costs | |
| - | | |
| - | | |
| (9,755 | ) | |
| - | | |
| (9,755 | ) |
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | |
| - | | |
| - | | |
| (18,349,728 | ) | |
| 18,349,728 | | |
| - | |
Balance at February 28, 2019 | |
| 7,657,156 | | |
$ | 7,657 | | |
$ | 203,552,800 | | |
$ | (22,685,270 | ) | |
$ | 180,875,187 | |
Note 12. Earnings Per Share
In accordance with the provisions of FASB ASC Topic
260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common
shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the
related impact to earnings, are considered when calculating earnings per share on a diluted basis.
The following information sets forth the computation of the weighted
average basic and diluted net increase (decrease) in net assets resulting from operations per share for the three and six months ended
August 31, 2022 and August 31, 2021 (dollars in thousands except share and per share amounts):
| |
For the three months ended | | |
For the six months ended | |
Basic and Diluted | |
August 31,
2022 | | |
August 31,
2021 | | |
August 31,
2022 | | |
August 31,
2021 | |
Net increase (decrease) in net assets resulting from operations | |
$ | 948 | | |
$ | 7,942 | | |
$ | (539 | ) | |
$ | 28,990 | |
Weighted average common shares outstanding | |
| 11,963,276 | | |
| 11,175,436 | | |
| 12,037,855 | | |
| 11,172,787 | |
Weighted average earnings (loss) per common share | |
$ | 0.08 | | |
$ | 0.71 | | |
$ | (0.04 | ) | |
$ | 2.59 | |
Note 13. Dividend
On August 29, 2022, the Company declared a dividend
of $0.54 per share payable on September 29, 2022, to common stockholders of record on September 14, 2022. Shareholders have the option
to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder
elections, the dividend consisted of approximately $5.3 million in cash and 52,313 newly issued
shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising
the stock portion was calculated based on a price of $22.00 per share, which equaled 95% of the volume weighted average trading price
per share of the common stock on September 16, 19, 20, 21, 22, 23, 26, 27, 28 and 29, 2022.
The following table summarizes dividends declared for the six months
ended August 31, 2022 (dollars in thousands except per share amounts):
Date Declared | |
Record Date | |
Payment Date | |
Amount
Per Share | | |
Total Amount* | |
August 29, 2022 | |
September 14, 2022 | |
September 29, 2022 | |
$ | 0.54 | | |
$ | 6,433 | |
May 26, 2022 | |
June 14, 2022 | |
June 29, 2022 | |
| 0.53 | | |
| 6,370 | |
Total dividends declared | |
| |
| |
$ | 1.07 | | |
$ | 6,370 | |
* | Total amount is calculated
based on the number of shares outstanding at the date of record. |
The following table summarizes dividends declared for the six months
ended August 31, 2021 (dollars in thousands except per share amounts):
Date Declared | |
Record Date | |
Payment Date | |
Amount
Per Share | | |
Total Amount* | |
May 27, 2021 | |
June 15, 2021 | |
May 29, 2021 | |
$ | 0.44 | | |
$ | 4,910 | |
March 22, 2021 | |
April 8, 2021 | |
April 22, 2021 | |
| 0.43 | | |
| 4,799 | |
Total dividends declared | |
| |
| |
$ | 0.87 | | |
$ | 9,709 | |
* | Total amount is calculated
based on the number of shares outstanding at the date of record. |
Note 14. Financial Highlights
The following is a schedule of financial highlights as of
and for the six months ended August 31, 2022 and August 31, 2021:
Per share data | |
August 31, 2022 | | |
August 31, 2021 | |
Net asset value at beginning of period | |
$ | 29.33 | | |
$ | 27.25 | |
Net investment income(1) | |
| 1.30 | | |
| 0.80 | |
Net realized and unrealized gain and losses on investments(1) | |
| (1.25 | ) | |
| 1.93 | |
Realized losses on extinguishment of debt | |
| (0.10 | ) | |
| (0.14 | ) |
Net increase in net assets resulting from operations | |
| (0.05 | ) | |
| 2.59 | |
Distributions declared from net investment income | |
| (1.06 | ) | |
| (0.87 | ) |
Total distributions to stockholders | |
| (1.06 | ) | |
| (0.87 | ) |
Issuance of common stock above net asset value (2) | |
| - | | |
| - | |
Repurchases of common stock(3) | |
| 0.10 | | |
| 0.01 | |
Dilution(4) | |
| (0.05 | ) | |
| (0.01 | ) |
Net asset value at end of period | |
$ | 28.27 | | |
$ | 28.97 | |
Net assets at end of period | |
$ | 337,213,275 | | |
$ | 324,111,845 | |
Shares outstanding at end of period | |
| 11,927,238 | | |
| 11,188,912 | |
Per share market value at end of period | |
$ | 24.28 | | |
$ | 28.70 | |
Total return based on market value(5)(6) | |
| (7.67 | )% | |
| 28.72 | % |
Total return based on net asset value(5)(7) | |
| 0.69 | % | |
| 10.02 | % |
Ratio/Supplemental data: | |
| | | |
| | |
Ratio of net investment income to average net assets(8) | |
| 8.61 | % | |
| 7.88 | % |
Expenses: | |
| | | |
| | |
Ratios of Operating Expenses and Income Taxes to average net assets*(9) | |
| 6.68 | % | |
| 5.83 | % |
Ratio of incentive management fees to average net assets(5) | |
| (0.38 | )% | |
| 2.30 | % |
Ratio of interest and debt financing expenses to average net assets(9) | |
| 8.47 | % | |
| 5.97 | % |
Ratio of total expenses and income taxes to average net assets*(8) | |
| 14.77 | % | |
| 14.10 | % |
Portfolio turnover rate(5)(10) | |
| 11.83 | % | |
| 23.67 | % |
Asset coverage ratio per unit(11) | |
| 1,842 | | |
| 2,361 | |
Average market value per unit | |
| | | |
| | |
Revolving Credit Facility(12) | |
| N/A | | |
| N/A | |
SBA Debentures Payable(12) | |
| N/A | | |
| N/A | |
6.25% Notes Payable 2025(13) | |
| N/A | | |
$ | 25.44 | |
7.25% Notes Payable 2025(14) | |
| N/A | | |
$ | 26.45 | |
7.75% Notes Payable 2025(12) | |
| N/A | | |
| N/A | |
4.375% Notes Payable(12) | |
| N/A | | |
| N/A | |
6.25% Notes Payable 2027(12) | |
| N/A | | |
| N/A | |
6.00% Notes Payable 2027 | |
$ | 24.53 | | |
| N/A | |
(8) | Incentive management fees included within the ratio are not annualized. |
Note 15. Subsequent Events
The Company has evaluated subsequent events through
the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments
to the Company’s consolidated financial statements and disclosures in the consolidated financial statements except for the following:
On July 9, 2020, the Company entered into the Notes Purchase Agreement
(the “Notes Purchase Agreement”) governing the issuance of its 7.75% Notes due 2025 in the aggregate principal amount of $5.0
million to an institutional investor (the “Purchaser”) in a private placement. Pursuant to the terms of the Notes Purchase
Agreement, upon the mutual agreement of the Company and the Purchaser, the Company may issue additional notes with modified pricing terms,
in the aggregate, up to a maximum of $50.0 million in one or more private offerings. On January 28, 2021, the Company entered into the
First Supplemental Notes Purchase Agreement (the “First Supplemental Agreement”) governing the issuance of its 6.25% Notes
due 2027 in the aggregate principal amount of $10.0 million to the Purchaser in a private placement. On September 8, 2022, the Company
entered into the Second Supplemental Notes Purchase Agreement (the “Second Supplemental Agreement”) governing the issuance
of its 7.00% Notes due 2025 (the “7.00% 2025 Notes”) in the aggregate principal amount of $12.0 million to the Purchaser in
a private placement. In addition, pursuant to the Second Supplement Agreement, upon the mutual agreement of the Company and the Purchaser,
the Purchaser may purchase from the Company up to an additional $8.0 million in aggregate principal amount of the 7.00% 2025 Notes by
September 30, 2022, which did not occur. The 7.00% 2025 Notes were delivered and paid for on September 8, 2022. Upon the issuance of the
7.00% 2025 Notes, the outstanding aggregate principal amount of the Company’s unsecured notes held by the Purchaser under the Notes
Purchase Agreement, the First Supplemental Agreement and the Second Supplemental Agreement, collectively, is $27.0 million.
On September 29, 2022, the Company announced that it received notification
from the Small Business Administration (the “SBA”) that the Company’s application for a third Small Business Investment
Company (“SBIC”) license has been approved. The new SBIC license will provide up to $175 million in additional long-term capital
in the form of SBA-guaranteed debentures, subject to the issuance of a leverage commitment by the SBA. Under current SBIC regulations,
for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million with at least
$175.0 million in combined regulatory capital.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report
on Form 10-Q. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking
information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking
information due to the factors discussed under “Note about Forward-Looking Statements” and Part I, Item 1A. “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.
The forward-looking statements are based on our
beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These
beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are
within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from
those expressed in our forward-looking statements.
The forward-looking statements contained in this
Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:
| ● | our future operating results and the continued impact of
coronavirus (“COVID-19”) pandemic thereon; |
| ● | the introduction, withdrawal, success and timing of business
initiatives and strategies; |
| ● | changes in political, economic or industry conditions, the interest rate environment or financial and
capital markets, which could result in changes in the value of our assets; |
| ● | the impact of geopolitical conditions, including the ongoing
conflict between Ukraine and Russia and its impact on financial market volatility, global economic markets, and various sectors, industries
and markets for commodities globally, such as oil and natural gas; |
| ● | the relative and absolute investment performance and operations
of our Manager; |
| ● | the impact of increased competition; |
| ● | our ability to turn potential investment opportunities into
transactions and thereafter into completed and successful investments; |
| ● | the unfavorable resolution of any future legal proceedings; |
| ● | our business prospects and the operational and financial performance of our portfolio companies, including
their ability to achieve our respective objectives as a result of the current COVID-19 pandemic and the effects of the disruptions caused
by the COVID-19 pandemic on our ability to continue to effectively manage our business; |
| ● | the impact of investments that we expect to make and future
acquisitions and divestitures; |
| ● | 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 and the impact of
the COVID-19 pandemic thereon; |
| ● | the ability of our portfolio companies to achieve their objectives; |
| ● | our expected financings and investments; |
| ● | our regulatory structure and tax treatment, including our ability to operate as a business development
company (“BDC”), or to operate our small business investment company (“SBIC”) subsidiaries, and to continue to
qualify to be taxed as a regulated investment company (“RIC”); |
| ● | the adequacy of our cash resources and working capital; |
| ● | the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon; |
| ● | the impact of interest rate volatility, including the decommissioning of LIBOR and the rising interest rate environment, on our results,
particularly because we use leverage as part of our investment strategy; |
| ● | the impact of supply chain constraints and labor difficulties
on our portfolio companies and the global economy; |
| ● | the elevated level of inflation, and its impact on our portfolio
companies and on the industries in which we invest; |
| ● | the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement
actions of government agencies relating to us or our Manager; |
| ● | the impact of changes to tax legislation and, generally,
our tax position; |
| ● | our ability to access capital and any future financings by
us; |
| ● | the ability of our Manager to attract and retain highly talented
professionals; and |
| ● | the ability of our Manager to locate suitable investments for us and to monitor and effectively administer our investments and the
impacts of the COVID-19 pandemic thereon. |
The following statements are not guarantees
of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to
predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including
without limitation:
| ● | changes in laws and regulations, changes in political, economic, geopolitical or industry conditions, and changes in the interest
rate environment, including with respect to the decommissioning of LIBOR and interest rate hikes by the U.S. Federal Reserve, or other
conditions affecting the financial and capital markets, including with respect to changes resulting from or in response to, or potentially
even the absence of changes as a result of, the impact of the COVID-19 pandemic; |
| ● | the length and duration of the COVID-19 pandemic in the United
States as well as worldwide, and the magnitude of its impact and time required for economic recovery, including with respect to the impact
of travel restrictions, business closures and other restrictions on the ability of the Manager’s investment professionals to conduct
in-person diligence on, and otherwise monitor, existing and future investments; |
| ● | an economic downturn and the time period required for robust
economic recovery therefrom, including from increasing inflation, a shifting interest rate environment, geopolitical events (including
the war in Ukraine), and the ongoing impact of the COVID-19 pandemic, which may have a material impact on our portfolio companies’
results of operations and financial condition, which could lead to the loss of some or all of our investments in certain portfolio companies
and have a material adverse effect on our results of operations and financial condition; |
| ● | a contraction of available credit, an inability or unwillingness of our lenders to fund their commitments
to us and/or an inability to access capital markets or additional sources of liquidity, including as a result of the impact and duration
of the COVID-19 pandemic, could have a material adverse effect on our results of operations and financial condition and impair our lending
and investment activities; |
| ● | risks associated with possible disruption in our portfolio companies’ operations due to wars and other forms of conflict, terrorist
acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics;
and |
| ● | the risks, uncertainties and other factors we identify in “Risk Factors” in our most recent Annual Report on Form 10-K
under Part I, Item 1A, in our quarterly reports on Form 10-Q, including this report, and in our other filings with the SEC that we make
from time to time. |
Such forward-looking statements may include statements preceded by, followed by or that
otherwise include terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “project,” “should,” “will”
and “would” or the negative of these terms or other comparable terminology.
We have based the forward-looking statements included in this Quarterly Report on Form
10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such
forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future
results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. 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 SEC,
including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
The following analysis of our financial condition
and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained
elsewhere in this Quarterly Report on Form 10-Q.
OVERVIEW
We are a Maryland corporation that has elected
to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is
to create attractive risk-adjusted returns by generating current income and long-term capital appreciation from our investments. We invest
primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S. middle market companies, which we define
as companies having earnings before interest, tax, depreciation and amortization (“EBITDA”) of between $2 million and $50
million, both through direct lending and through participation in loan syndicates. We may also invest up to 30.0% of the portfolio in
opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed
debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not
thinly traded and structured finance vehicles such as collateralized loan obligation funds. Although we have no current intention to do
so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from the definition of
“investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, which includes private equity funds, to no
more than 15.0% of its net assets. We have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes
as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Corporate History
We commenced operations, at the time known as GSC
Investment Corp., on March 23, 2007 and completed an initial public offering of shares of common stock on March 28, 2007. Prior to July
30, 2010, we were externally managed and advised by GSCP (NJ), L.P., an entity affiliated with GSC Group, Inc. In connection with the
consummation of a recapitalization transaction on July 30, 2010, as described below we engaged Saratoga Investment Advisors to replace
GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp.
As a result of the event of default under a revolving
securitized credit facility with Deutsche Bank we previously had in place, in December 2008 we engaged the investment banking firm of
Stifel, Nicolaus & Company to evaluate strategic transaction opportunities and consider alternatives for us. On April 14, 2010, GSC
Investment Corp. entered into a stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates and an assignment,
assumption and novation agreement with Saratoga Investment Advisors, pursuant to which GSC Investment Corp. assumed certain rights and
obligations of Saratoga Investment Advisors under a debt commitment letter Saratoga Investment Advisors received from Madison Capital
Funding LLC, which indicated Madison Capital Funding’s willingness to provide GSC Investment Corp. with a $40.0 million senior secured
revolving credit facility, subject to the satisfaction of certain terms and conditions. In addition, GSC Investment Corp. and GSCP (NJ),
L.P. entered into a termination and release agreement, to be effective as of the closing of the transaction contemplated by the stock
purchase agreement, pursuant to which GSCP (NJ), L.P., among other things, agreed to waive any and all accrued and unpaid deferred incentive
management fees up to and as of the closing of the transaction contemplated by the stock purchase agreement but continued to be entitled
to receive the base management fees earned through the date of the closing of the transaction contemplated by the stock purchase agreement.
On July 30, 2010, the transactions contemplated
by the stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates were completed, the private sale of 986,842
shares of our common stock for $15.0 million in aggregate purchase price to Saratoga Investment Advisors and certain of its affiliates
closed, the Company entered into the Madison Credit Facility, and the Company began doing business as Saratoga Investment Corp.
We used the net proceeds from the private sale
transaction and a portion of the funds available to us under the Madison Credit Facility to pay the full amount of principal and accrued
interest, including default interest, outstanding under our revolving securitized credit facility with Deutsche Bank. The revolving securitized
credit facility with Deutsche Bank was terminated in connection with our payment of all amounts outstanding thereunder on July 30, 2010.
On August 12, 2010, we effected a one-for-ten reverse stock split of our
outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted into one share
of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The total cash
payment in lieu of shares was $230. Immediately after the reverse stock split, we had 2,680,842 shares of our common stock
outstanding.
In January 2011, we registered for public resale
of the 986,842 shares of our common stock issued to Saratoga Investment Advisors and certain of its affiliates.
On March 28, 2012, our wholly-owned subsidiary,
Saratoga Investment Corp. SBIC, LP (“SBIC LP”), received an SBIC license from the Small Business Administration (“SBA”).
On August 14, 2019, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC
license from the SBA.
In May 2013, we issued $48.3 million in aggregate
principal amount of our 7.50% fixed-rate unsecured notes due 2020 (the “2020 Notes”) for net proceeds of $46.1 million after
deducting underwriting commissions of $1.9 million and offering costs of $0.3 million. The proceeds included the underwriters’ full
exercise of their overallotment option. The 2020 Notes were listed on the New York Stock Exchange (“NYSE”) under the trading
symbol “SAQ” with a par value of $25.00 per share. The 2020 Notes were redeemed in full on January 13, 2017 and are no longer
listed on the NYSE.
On September 24, 2014, the Company announced the
approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below
its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”). On
October 7, 2015, our board of directors extended the Share Repurchase Plan for another year and increased the number of shares the Company
was permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements,
to 400,000 shares of its common stock. On October 5, 2016, our board of directors extended the Share Repurchase Plan for another year
to October 15, 2017 and increased the number of shares the Company was permitted to repurchase at prices below its NAV, as reported in
its then most recently published consolidated financial statements, to 600,000 shares of its common stock. On October 10, 2017, January
8, 2019 and January 7, 2020, our board of directors extended the Share Repurchase Plan for another year to October 15, 2018, January 15,
2020 and January 15, 2021, respectively, each time leaving the number of shares the Company was permitted to repurchase unchanged at 600,000
shares of its common stock. On May 4, 2020, our board of directors increased the Share Repurchase Plan to permit the Company to repurchase
1.3 million shares of its common stock. On January 5, 2021, our board of directors extended the Share Repurchase Plan for another year
to January 15, 2022, leaving the number of shares the Company was permitted to repurchase unchanged at 1.3 million shares of common stock.
On January 4, 2022, our board of directors extended the Shares Repurchase Plan for another year to January 15, 2023, leaving the number
of shares the Company is permitted to repurchase unchanged at 1.3 million shares of common stock. As of August 31, 2022, the Company purchased
803,962 shares of common stock, at the average price of $21.47 for approximately $17.3 million pursuant to the Share Repurchase Plan.
During the three months ended August 31, 2022 the Company purchased 153,350 shares of common stock, at the average price of $24.04 for
approximately $3.7 million pursuant to the Share Repurchase Plan. During the six months ended August 31, 2022 the Company purchased 295,527
shares of common stock, at the average price of $25.11 for approximately $7.4 million pursuant to the Share Repurchase Plan.
On May 29, 2015,
we entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. Inc. through which we may offer for sale, from time to
time, up to $20.0 million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. Prior
to the 2020 Notes being redeemed in full, the Company had sold 539,725 2022 Notes with a principal of $13.5 million at an average price
of $25.31 for aggregate net proceeds of $13.4 million (net of transaction costs).
On December 21, 2016, we issued $74.5 million in
aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $71.7 million after
deducting underwriting commissions of approximately $2.3 million and offering costs of approximately $0.5 million. The issuance included
the partial exercise of the underwriters’ option to purchase an additional $9.8 million in aggregate principal amount of 2023 Notes
within 30 days. The 2023 Notes were listed on the NYSE under the trading symbol “SAB” with a par value of $25.00 per share.
On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.5 million, respectively, in aggregate principal
amount of the $74.5 million in aggregate principal amount of the issued and outstanding 2023 Notes and are no longer listed on the NYSE.
On March 16, 2017, we entered into
an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to
$30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were added
to the equity ATM program. On July 11, 2019, the amount of the common stock to be offered was increased to $70.0 million, and on October
8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021,
and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77 for aggregate
net proceeds of $95.9 million (net of transaction costs).
On July 13, 2018, the Company issued 1,150,000
shares of its common stock priced at $25.00 per share (par value $0.001 per share) at an aggregate total of $28.75 million. The net proceeds,
after deducting underwriting commissions of $1.15 million and offering costs of approximately $0.2 million, amounted to approximately
$27.4 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of its common
stock, which was not exercised.
On August 28, 2018, the Company issued $40.0 million
in aggregate principal amount of our 6.25% fixed-rate notes due 2025 (the “6.25% 2025 Notes”) for net proceeds of $38.7 million
after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.3 million. The issuance
included the full exercise of the underwriters’ option to purchase an additional $5.0 million in aggregate principal amount of 6.25%
2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with our investment
objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and were amortized over
the term of the 6.25% 2025 Notes.
On
February 5, 2019, the Company issued an additional $20.0 million
in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions of approximately
$0.6 million and discount of $0.2 million. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025
Notes under the indenture and had the same terms as the existing 6.25% 2025 Notes. Offering costs incurred were approximately $0.2 million.
The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate principal
amount of 6.25% 2025 Notes within 30 days. The net proceeds from this offering were used for general corporate purposes in accordance
with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025 Notes have been
capitalized and were amortized over the term of the 6.25% 2025 Notes. On August 31, 2021, the 6.25% 2025 Notes were redeemed and are no
longer listed on the NYSE.
On December 14, 2018, the Company completed the
third refinancing of the Saratoga CLO (the “2013-1 Reset CLO Notes”). This refinancing, among other things, extended the Saratoga
CLO reinvestment period to January 2021, and extended its legal maturity to January 2030. A non-call period of January 2020 was also added.
In addition to and as part of the refinancing, the Saratoga CLO was also upsized from $300 million in assets to approximately $500 million.
As part of this refinancing and upsizing, the Company invested an additional $13.8 million in all of the newly issued subordinated notes
of the Saratoga CLO, and purchased $2.5 million in aggregate principal amount of the Class F-R-2 Notes tranche and $7.5 million in aggregate
principal amount of the Class G-R-2 Notes tranche at par. Concurrently, the existing $4.5 million of Class F notes were repaid.
On August 14, 2019, our wholly owned subsidiary,
Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), also received an SBIC license from the SBA. SBIC II LP’s SBIC license
provides up to $175.0 million in additional long-term capital in the form of SBA debentures.
On June 24, 2020, the Company issued $37.5 million
in aggregate principal amount of our 7.25% fixed-rate notes due 2025 (the “7.25% 2025 Notes”) for net proceeds of $36.3 million
after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3 million. On July
6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its
7.25% unsecured notes due 2025. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately
$0.2 million. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective
and strategies. Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and are being amortized over the
term of the 7.25% 2025 Notes. On July 14, 2022, the 7.25% 2025 Notes were redeemed and are no longer listed on the NYSE.
On July 9, 2020, the Company issued $5.0 million
in aggregate principal amount of our 7.75% fixed-rate notes due in 2025 (the “7.75% Notes 2025 ”) for net proceeds of
$4.8 million after deducting underwriting commissions of approximately $0.2 million. Offering costs incurred were approximately $0.1 million.
Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per
year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may be redeemed in whole or in part at any time or from
time to time at our option, subject to a fee depending on the date of repayment. The net proceeds from the offering were used for general
corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes
2025 have been capitalized and are being amortized over the term of the 7.75% Notes 2025. As of August 31, 2022, the total 7.25% 2025
Notes outstanding was $5.0 million. The 7.75% Notes 2025 are not listed and has a par value of $25.00 per share.
On December 29, 2020, the Company issued $5.0 million
in aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25% Notes 2027”). Offering costs incurred
were approximately $0.1 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November
30, at a rate of 6.25% per year. The 6.25% Notes 2027 mature on December 29, 2027 and may be redeemed in whole or in part at any time
or from time to time at our option on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes
in accordance with our investment objective and strategies. Financing costs of $0.1 million related to the 6.25% Notes 2027 have been
capitalized and are being amortized over the term of the 6.25% Notes 2027. The 6.25% 2027 Notes are not listed and have a par value of
$25.00 per share.
On
January 28, 2021, the Company issued $10.0 million in aggregate principal amount of our 6.25% fixed rate notes due in 2027 (the “Second
6.25% Notes 2027”) for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million. Offering
costs incurred were approximately $0.0 million. Interest on the Second 6.25% Notes 2027 is paid quarterly in arrears on February 28, May
31, August 31 and November 30, at a rate of 6.25% per year. The
Second 6.25% Notes 2027 mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or
from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment
objective and strategies. Financing costs of $0.3 million related to the Second 6.25% Notes 2027 have been capitalized and are being amortized
over the term of the Second 6.25% Notes. The Second 6.25% 2027 Notes are unlisted and have a par value of $25.00 per share.
On February 26, 2021, the Company completed the
fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024,
and extended its legal maturity to April 2033. A non-call period ending February 2022 was also added. In addition, and as part of the
refinancing, the Saratoga CLO has also been upsized from $500 million in assets to approximately $650 million. As part of this refinancing
and upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and
purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million
of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid
$2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future
equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was paid in full.
On March 10, 2021, the Company issued $50.0 million
in aggregate principal amount of our 4.375% fixed-rate Notes due in 2026 (the “4.375% Notes 2026”) for net proceeds of $49.0
million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.2 million. Interest
on the 4.375% Notes 2026 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year, beginning August
28, 2021. The 4.375% Notes 2026 mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November 28,
2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate
purposes in accordance with our investment objective and strategies. Financing costs of $1.2 million related to the 4.375% Notes
2026 have been capitalized and are being amortized over the term of the 4.375% Notes 2026.
On July 15, 2021, the Company issued an additional
$125.0 million in aggregate principal amount of the Company’s 4.375% Notes 2026 (the “Additional 4.375% 2026 Notes”)
for net proceeds for approximately $123.5 million, based on the public offering price of 101.00% of the aggregate principal amount of
the Additional 4.375% 2026 Notes, after deducting the underwriting discount of $2.5 million and the offering expenses payable by the Company .
The net proceeds from the offering were used redeem all of the outstanding 6.25% 2025 Notes (as described above), and for general corporate
purposes in accordance with our investment objective and strategies. The Additional 4.375% 2026 Notes were treated as a single series
with the existing 4.375% 2026 Notes under the indenture and had the same terms as the existing 4.375% 2026 Notes.
On July 30, 2021, we entered into an equity distribution
agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (the “Agents”), through which
we may offer for sale, from time to time, up to $150.0 million of our common stock through the Agents, or to them, as principal for their
account. As of August 31, 2022, the Company sold 4,840,361 shares for gross proceeds of $124.0 million at an average price of $25.61 for
aggregate net proceeds of $122.4 million (net of transaction costs). During the three and six months ended August 31, 2022, there were
no shares sold pursuant to the equity distribution agreement with the Agents.
On August 9, 2021, the Company exchanged its existing
$17.9 million Class F-R-3 Notes for $8.5 million Class F-1-R-3 Notes and $9.4 million Class F-2-R-3 Notes at par. On August 11, 2021,
the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $0.1 million.
The Company has formed a wholly owned special purpose
entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering into
a $50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC (the “Lender”), supported by loans
held by SIF II and pledged to the Lender under the credit facility (the “Encina Credit Facility). The Encina Credit Facility closed
on October 4, 2021. During the first two years following the closing date, SIF II may request an increase in the commitment amount under
the Encina Credit Facility to up to $75.0 million. The terms of the Encina Credit Facility require a minimum drawn amount of $12.5 million
at all times during the first six months following the closing date, which increases to the greater of $25.0 million or 50% of the commitment
amount in effect at any time thereafter. The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility
bear interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related
to the selection by the Lender and the Company of a replacement benchmark rate. Concurrently with the closing of the Encina Credit Facility,
all remaining amounts outstanding on the Company’s existing revolving credit facility with Madison Capital Funding, LLC were repaid and
the facility terminated.
On October 26, 2021, the Company and TJHA JV I
LLC (“TJHA”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) to co-manage Saratoga Senior
Loan Fund I JV LLC (“SLF JV”). SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd (“SLF 2021”),
which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of
broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.
The Company and TJHA have equal voting interest
on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance.
No management fee is charged to SLF JV as control and management of SLF JV is shared equally.
The Company and TJHA have committed to provide
up to a combined $50.0 million of financing to SLF JV through cash contributions, with the Company providing $43.75 million and TJHA providing
$6.25 million, resulting in an 87.5% and 12.5% ownership between the two parties. The financing is issued in the form of an unsecured
note and equity. The unsecured note will pay a fixed rate of 10.0% per annum and is due and payable in full on June 15, 2023. As of August
31, 2022, the Company and TJHA’s investment in SLF JV consisted of an unsecured note of $14.1 million and $2.0million, respectively;
and membership interest of $14.1 million and $6.7 million, respectively.
As of August 31, 2022, the Company earned $0.7
million of interest income related to SLF JV, which is included in interest income.
SLF JV’s investment in SLF 2021 is in the
form of an unsecured loan. The unsecured note will pay a floating rate of LIBOR plus 7.00% per annum and is due and payable in full on
June 9, 2023. As of August 31, 2022, SLF JV’s investment in SLF 2021 had an aggregate fair value of approximately $23.7 million.
The Company has determined that SLF JV is an investment
company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company
other than a wholly-owned investment company subsidiary. SLF JV is not a wholly-owned investment company subsidiary as the Company and
TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, ASC 810
concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate
the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV.
On January 19, 2022, the Company issued $75.0 million
in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% Notes 2027”) for net proceeds of $73.0
million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% Notes 2027, after deducting the
underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.2 million. Interest on the 4.35%
Notes 2027 is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year, beginning August 28, 2022. The
4.35% Notes 2027 mature on February 28, 2027 and may be redeemed in whole or in part at the Company’s option at any time prior to
November 28, 2026, at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used
for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.7 million related to
the 4.35% Notes 2027 have been capitalized and are being amortized over the term of the 4.35% Notes 2027.
On April 27, 2022, the Company issued $87.5 million
in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million
after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May
10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of the
6.00% 2027 Notes. Net proceeds to the Company were $9.7 million after deducting underwriting commissions of approximately $0.3 million.
Interest on the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per
year, beginning August 31, 2022. The 6.00% 2027 Notes mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in whole
or in part at any time or from time to time at our option. Financing costs of $3.3 million related to the 6.00% 2027 Notes have been capitalized
and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT”
with a par value of $25.00 per share.
On August 15, 2022, the Company
issued $8.0 million in aggregate principal amount of the 6.00% 2027 Notes for net proceeds of $7.8 million, based on the public offering
price of 97.80% of the aggregate principal amount of the 6.00% Notes 2027. Additional offering costs incurred were approximately $0.03
million. Additional financing costs of $0.03 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over
the term of the 6.00% 2027 Notes.
Recent COVID-19 Developments
We have been closely monitoring, and will continue
to monitor, the impact of the COVID-19 pandemic (including new variants of COVID-19) and its impact on all aspects of our business, including
how it will impact our portfolio companies, employees, due diligence and underwriting processes, and financial markets. Given the continued
fluidity of the pandemic, we cannot estimate the long-term impact of COVID-19 on our business, future results of operations, financial
position or cash flows at this time. Further, the operational and financial performance of the portfolio companies in which we make investments
may be significantly impacted by COVID-19, which may in turn impact the valuation of our investments. We believe our portfolio companies
have taken, and continue to take, immediate actions to effectively and efficiently respond to the challenges posed by COVID-19 and related
restrictions imposed by state and local governments and other private businesses, including developing liquidity plans supported by internal
cash reserves, and shareholder support. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused,
and are continuing to cause, business shutdowns, cancellations of events and restrictions on travel, significant reductions in demand
for certain goods and services, reductions in business activity and financial transactions, supply chain disruptions, labor difficulties
and shortages, commodity inflation and elements of economic and financial market instability in the United States and globally. Such effects
will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter.
Critical Accounting Policies and Use of Estimates
Basis of Presentation
The preparation of financial statements in accordance
with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make certain estimates and assumptions
affecting amounts reported in the Company’s consolidated financial statements. We have identified investment valuation, revenue
recognition and the recognition of capital gains incentive fee expense as our most critical accounting estimates. We continuously evaluate
our estimates, including those related to the matters described below. These estimates are based on the information that is currently
available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ
materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies and estimates
follows.
Investment Valuation
The Company accounts for its investments at fair
value in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework
for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure
requirements for fair value measurements. ASC 820 requires the Company to assume that its investments are to be sold or its liabilities
are to be transferred at the measurement date in the principal market to independent market participants, or in the absence of a principal
market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in
the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
Investments for which market quotations are readily
available are fair valued at such market quotations obtained from independent third-party pricing services and market makers subject to
any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these
investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our
board of directors based on input from Saratoga Investment Advisors, the audit committee of our board of directors and a third party independent
valuation firm. We use multiple techniques for determining fair value based on the nature of the investment and experience with those
types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used
within those techniques often require subjective judgements and estimates. These techniques include market comparables, discounted cash
flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best
estimate. The types of inputs and assumptions that may be considered in determining the range of values of our investments include the
nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and
volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly
traded companies, discounted cash flows and other relevant factors.
We undertake a multi-step valuation process each
quarter when valuing investments for which market quotations are not readily available, as described below:
|
● |
Each investment is initially valued by the responsible investment professionals of Saratoga Investment Advisors and preliminary valuation conclusions are documented and discussed with our senior management; and |
|
● |
An independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year. We use a third-party independent valuation firm to value our investment in the subordinated notes of Saratoga CLO and the Class F-2-R-3 Notes tranche of the Saratoga CLO every quarter. |
In addition, all our investments are subject to
the following valuation process:
|
● |
The audit committee of our board of directors reviews and approves each preliminary valuation and Saratoga Investment Advisors and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and |
|
● |
Our board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of Saratoga Investment Advisors, independent valuation firm (to the extent applicable) and the audit committee of our board of directors. |
Our investment in Saratoga CLO is carried at fair
value, which is based on a discounted cash flows that utilizes prepayment, re-investment and loss assumptions based on historical experience
and projected performance, economic factors, the characteristics of the underlying cash flow, and market comparables for equity interests
in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by Saratoga Investment Advisors and recommended
to our board of directors. Specifically, we use Intex cash flows, or an appropriate substitute, to form the basis for the valuation of
our investment in Saratoga CLO. The cash flows use a set of inputs including projected default rates, recovery rates, reinvestment rates
and prepayment rates in order to arrive at estimated valuations. The inputs are based on available market data and projections provided
by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform
a discounted cash flow analysis on expected future cash flows to determine the valuation for our investment in Saratoga CLO.
In December 2020, the U.S. Securities and Exchange
Commission (the “SEC”) adopted a new rule providing a framework for fund valuation practices. New Rule 2a-5 under the 1940
Act (“Rule 2a-5”) establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5
will permit boards, subject to board oversight and certain other conditions, to designate certain parties to perform fair value determinations.
Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining
whether a fund must determine the fair value of a security. The SEC also adopted new Rule 31a-4 under the 1940 Act (“Rule 31a-4”),
which provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC is rescinding previously issued
guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments.
Rule 2a-5 and Rule 31a-4 became effective on March 8, 2021, and have a compliance date of September 8, 2022. While our board of directors
has not elected to designate Saratoga Investment Advisors as the valuation designee, the Company has adopted certain revisions to its
valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Revenue Recognition
Income Recognition
Interest income, adjusted for amortization of premium
and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops
accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments
purchased are accreted/amortized over the life of the respective investment using the effective yield method. The amortized cost of investments
represents the original cost adjusted for the accretion of discounts and amortization of premiums on investments.
Loans are generally placed on non-accrual status
when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reserved when a loan is placed
on non-accrual status. Interest payments received on non-accrual loans may be recognized as a reduction in principal depending upon management’s
judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and,
in management’s judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient
collateral value and is in the process of collection.
Payment-in-Kind Interest
The Company holds debt and preferred equity investments
in its portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually
deferred interest added to the investment balance that is generally due at maturity, is generally recorded on the accrual basis to the
extent such amounts are expected to be collected. We stop accruing PIK interest if we do not expect the issuer to be able to pay all principal
and interest when due.
Revenues
We generate revenue in the form of interest income
and capital gains on the debt investments that we hold and capital gains, if any, on equity interests that we may acquire. We expect our
debt investments, whether in the form of leveraged loans or mezzanine debt, to have terms of up to ten years, and to bear interest at
either a fixed or floating rate. Interest on debt will be payable generally either quarterly or semi-annually. In some cases, our debt
or preferred equity investments may provide for a portion or all of the interest to be PIK. To the extent interest is PIK, it will be
payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate
principal amount of such obligation. The principal amount of the debt and any accrued but unpaid interest will generally become due at
the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for
providing managerial assistance or investment management services and possibly consulting fees. Any such fees will be generated in connection
with our investments and recognized as earned. We may also invest in preferred equity or common equity securities that pay dividends on
a current basis.
On January 22, 2008, we entered into a collateral
management agreement with Saratoga CLO, pursuant to which we act as its collateral manager. The Saratoga CLO was initially refinanced
in October 2013 with its reinvestment period extended to October 2016. On November 15, 2016, we completed a second refinancing of the
Saratoga CLO with its reinvestment period extended to October 2018.
On December 14, 2018, we completed a third refinancing
and upsize of the Saratoga CLO. The third Saratoga CLO refinancing, among other things, extended its reinvestment period to January 2021,
and extended its legal maturity date to January 2030. A non-call period of January 2020 was also added. Following this refinancing, the
Saratoga CLO portfolio increased from approximately $300.0 million in aggregate principal amount to approximately $500.0 million of predominantly
senior secured first lien term loans. In addition to refinancing its liabilities, we invested an additional $13.8 million in all of the
newly issued subordinated notes of the Saratoga CLO and also purchased $2.5 million in aggregate principal amount of the Class F-R-2 and
$7.5 million in aggregate principal amount of the Class G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.75% and 3M USD
LIBOR plus 10.00%, respectively. As part of this refinancing, we also redeemed our existing $4.5 million in aggregate amount of the Class
F notes tranche at par and the $20.0 million CLO 2013-1 Warehouse Loan was repaid.
On February 11, 2020, the Company entered into
an unsecured loan agreement with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO 2013-1 Warehouse 2”), a wholly
owned subsidiary Saratoga CLO.
On February 26, 2021, the Company completed the
fourth refinancing of the Saratoga CLO. This fourth Saratoga CLO refinancing, among other things, extended the Saratoga CLO reinvestment
period to April 2024, and extended its legal maturity to April 2033. The non-call period was extended to February 2022. In addition, and
as part of the refinancing, the Saratoga CLO has also been upsized from $500 million in assets to approximately $650 million. As part
of this refinancing and upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the
Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing
$2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million of the CLO 2013-1 Warehouse 2 Loan were repaid.
The Company also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed
from future equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was repaid in full.
On August 9, 2021, the Company exchanged its existing
$17.9 million Class F-R-3 Notes for $8.5 million Class F-1-R-3 Notes and $9.4 million Class F-2-R-3 Notes at par. On August 11, 2021,
the Company sold its Class F-1-R-3 Notes to third parties, resulting in a realized loss of $0.1 million.
The Saratoga CLO remains effectively 100% owned
and managed by Saratoga Investment Corp. We receive a base management fee of 0.10% per annum and a subordinated management fee of 0.40%
per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds. Prior
to the second refinancing and the issuance of the 2013-1 Amended CLO Notes, we received a base management fee of 0.25% per annum and a
subordinated management fee of 0.25% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the
extent of available proceeds.
Following the third refinancing and the issuance
of the 2013-1 Reset CLO Notes on December 14, 2018, we are no longer entitled to an incentive management fee equal to 20.0% of excess
cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0%.
Interest income on our investment in Saratoga CLO
is recorded using the effective interest method in accordance with the provisions of ASC Topic 325-40, Investments-Other, Beneficial
Interests in Securitized Financial Assets (“ASC 325-40”), based on the anticipated yield and the estimated cash flows
over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes
in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the
estimated yield over the remaining life of the investment from the date the estimated yield was changed.
Expenses
Our primary operating expenses include the payment
of investment advisory and management fees, professional fees, directors and officers insurance, fees paid to directors who are not “interested
persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company (“independent directors”) and administrator
expenses, including our allocable portion of our administrator’s overhead. Our investment advisory and management fees compensate
our Manager for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and
expenses of our operations and transactions, including those relating to:
| ● | calculating our net asset value (including the cost and expenses
of any independent valuation firm); |
| ● | expenses incurred by our Manager payable to third parties,
including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments and
performing due diligence on our prospective portfolio companies; |
| ● | expenses incurred by our Manager payable for travel and due
diligence on our prospective portfolio companies; |
| ● | interest payable on debt, if any, incurred to finance our
investments; |
| ● | offerings of our common stock and other securities; |
| ● | investment advisory and management fees; |
| ● | fees payable to third parties, including agents, consultants
or other advisers, relating to, or associated with, evaluating and making investments; |
| ● | transfer agent and custodial fees; |
| ● | federal and state registration fees; |
| ● | all costs of registration and listing our common stock on
any securities exchange; |
| ● | federal, state and local taxes; |
| ● | independent directors’ fees and expenses; |
| ● | costs of preparing and filing reports or other documents
required by governmental bodies (including the SEC and the SBA); |
| ● | costs of any reports, proxy statements or other notices to
common stockholders including printing costs; |
| ● | our fidelity bond, directors and officers errors and omissions
liability insurance, and any other insurance premiums; |
| ● | direct costs and expenses of administration, including printing,
mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and |
| ● | administration fees and all other expenses incurred by us
or, if applicable, the administrator in connection with administering our business (including payments under the Administration Agreement
based upon our allocable portion of the administrator’s overhead in performing its obligations under an Administration Agreement,
including rent and the allocable portion of the cost of our officers and their respective staffs (including travel expenses)). |
Pursuant to the investment advisory and management
agreement that we had with GSCP (NJ), L.P., our former investment adviser and administrator, we had agreed to pay GSCP (NJ), L.P. as investment
adviser a quarterly base management fee of 1.75% of the average value of our total assets (other than cash or cash equivalents but including
assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters and an incentive fee.
The incentive fee had two parts:
| ● | A fee, payable quarterly in arrears, equal to 20.0% of our
pre-incentive fee net investment income, expressed as a rate of return on the value of the net assets at the end of the immediately preceding
quarter, that exceeded a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter. Under this provision, in any fiscal
quarter, our investment adviser received no incentive fee unless our pre-incentive fee net investment income exceeded the hurdle rate
of 1.875%. Amounts received as a return of capital were not included in calculating this portion of the incentive fee. Since the hurdle
rate was based on net assets, a return of less than the hurdle rate on total assets could still have resulted in an incentive fee. |
| ● | A fee, payable at the end of each fiscal year, equal to 20.0%
of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation, in each case
on a cumulative basis on each investment in the Company’s portfolio, less the aggregate amount of capital gains incentive fees
paid to the investment adviser through such date. |
We deferred cash payment of any incentive fee otherwise
earned by our former investment adviser if, during the then most recent four full fiscal quarters ending on or prior to the date such
payment was to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in net assets (defined as total
assets less liabilities) (before taking into account any incentive fees payable during that period) was less than 7.5% of our net assets
at the beginning of such period. These calculations were appropriately pro-rated for the first three fiscal quarters of operation and
adjusted for any share issuances or repurchases during the applicable period. Such incentive fee would become payable on the next date
on which such test had been satisfied for the most recent four full fiscal quarters or upon certain terminations of the investment advisory
and management agreement. We commenced deferring cash payment of incentive fees during the quarterly period ended August 31, 2007 and
continued to defer such payments through the quarterly period ended May 31, 2010. As of July 30, 2010, the date on which GSCP (NJ), L.P.
ceased to be our investment adviser and administrator, we owed GSCP (NJ), L.P. $2.9 million in fees for services previously provided to
us; of which $0.3 million has been paid by us. GSCP (NJ), L.P. agreed to waive payment by us of the remaining $2.6 million in connection
with the consummation of the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates described elsewhere
in this Quarterly Report.
The terms of the investment advisory and management
agreement with Saratoga Investment Advisors, our current investment adviser, are substantially similar to the terms of the investment
advisory and management agreement we had entered into with GSCP (NJ), L.P., our former investment adviser, except for the following material
distinctions in the fee terms:
| ● | The capital gains portion of the incentive fee was reset
with respect to gains and losses from May 31, 2010, and therefore losses and gains incurred prior to such time will not be taken into
account when calculating the capital gains fee payable to Saratoga Investment Advisors and, as a result, Saratoga Investment Advisors
will be entitled to 20.0% of net gains that arise after May 31, 2010. In addition, the cost basis for computing realized gains and
losses on investments held by us as of May 31, 2010 equal the fair value of such investment as of such date. Under the investment advisory
and management agreement with our former investment adviser, GSCP (NJ), L.P., the capital gains fee was calculated from March 21, 2007,
and the gains were substantially outweighed by losses. |
| ● | Under the “catch up” provision, 100.0% of our
pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income that exceeds 1.875% but is less
than or equal to 2.344% in any fiscal quarter is payable to Saratoga Investment Advisors. This will enable Saratoga Investment Advisors
to receive 20.0% of all net investment income as such amount approaches 2.344% in any quarter, and Saratoga Investment Advisors will
receive 20.0% of any additional net investment income. Under the investment advisory and management agreement with our former investment
adviser, GSCP (NJ), L.P. only received 20.0% of the excess net investment income over 1.875%. |
| ● | We will no longer have deferral rights regarding incentive
fees in the event that the distributions to stockholders and change in net assets is less than 7.5% for the preceding four fiscal quarters. |
Capital Gains Incentive Fee
The Company records an expense accrual relating
to the capital gains incentive fee payable by the Company to its Manager when the unrealized gains on its investments exceed all realized
capital losses on its investments given the fact that a capital gains incentive fee would be owed to the Manager if the Company were to
liquidate its investment portfolio at such time. The actual incentive fee payable to the Company’s Manager related to capital gains
will be determined and payable in arrears at the end of each fiscal year and will include only realized capital gains for the period.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference
Rate Reform (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP
to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company
has agreements that have LIBOR as a reference rate with certain portfolio companies and under the Encina Credit Facility. Many of these
agreements (including the credit agreements relating to the Encina Credit Facility) include an alternative successor rate or language
for choosing an alternative successor rate when LIBOR reference is no longer considered to be appropriate. With respect to other agreements,
the Company intends to work with its portfolio companies to modify agreements to choose an alternative successor rate. Contract modifications
are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation
of existing contracts. The standard is effective as of March 12, 2020 through December 31, 2022. Management does not believe this optional
guidance has a material impact on the Company’s consolidated financial statements and disclosures.
Portfolio and Investment Activity
Investment Portfolio Overview
| |
August 31,
2022 | |
February 28,
2022 |
| |
($ in millions) |
Number of investments(1) | |
| 116 | | |
| 94 | |
Number of portfolio companies(2) | |
| 52 | | |
| 45 | |
Average investment per portfolio company(2) | |
$ | 17.7 | | |
$ | 17.3 | |
Average investment size(1) | |
$ | 8.0 | | |
$ | 8.4 | |
Weighted average maturity(3) | |
| 2.9 yrs | | |
| 2.9 yrs | |
Number of industries (5) | |
| 44 | | |
| 38 | |
Non-performing or delinquent investments (fair value) | |
$ | 9.7 | | |
$ | - | |
Fixed rate debt (% of interest earning portfolio)(3) | |
$ | 16.7(2.0 | )% | |
$ | 16.9(2.5 | )% |
Fixed rate debt (weighted average current coupon)(3) | |
| 11.4 | % | |
| 10.0 | % |
Floating rate debt (% of interest earning portfolio)(3) | |
$ | 811.7(98.0 | )% | |
$ | 671.2(97.5 | )% |
Floating rate debt (weighted average current spread over LIBOR)(3)(4) | |
| 6.0 | % | |
| 7.1 | % |
(1) | Excludes
our investment in the subordinated notes of Saratoga CLO. |
(2) | Excludes
our investment in the subordinated notes of Saratoga CLO and Class F-R-3 Note tranche, as well as the unsecured notes and equity interests
in the SLF JV. |
(3) | Excludes
our investment in the subordinated notes of Saratoga CLO and equity interests, as well as the unsecured notes and equity interests in
the SLF JV. |
(4) | Calculation
uses either 1-month or 3-month LIBOR, depending on the contractual terms, and after factoring in any existing LIBOR floors. |
(5) | Our
investment in the subordinated notes of Saratoga CLO and Class F-R-3 Note tranche, as well as the unsecured notes and equity interests
in the SLF JV are included in Structured Finance Securities industry. |
During the three months ended August 31,
2022, we invested $140.5 million in new or existing portfolio companies and had $75.1 million in aggregate amount of exits and
repayments resulting in net investment of $65.5 million for the period. During the three months ended August 31, 2021, we invested $133.9
million in new or existing portfolio companies and had $152.7 million in aggregate amount of exits and repayments resulting in net repayments
of $18.8 million for the period.
During the six months ended August 31, 2022,
we invested $237.7 million in new or existing portfolio companies and had $85.1 million in aggregate amount of exits and repayments
resulting in net investment of $152.6 million for the period. During the six months ended August 31, 2021, we invested $235.2 million
in new or existing portfolio companies and had $149.8 million in aggregate amount of exits and repayments resulting in net investment
of $85.4 million for the period.
Portfolio Composition
Our portfolio composition at August 31, 2022 and February
28, 2022 at fair value was as follows:
| |
August 31, 2022 | | |
February 28, 2022 | |
| |
Percentage of Total Portfolio | | |
Weighted Average Current Yield | | |
Percentage of Total Portfolio | | |
Weighted Average
Current Yield | |
First lien term loans | |
| 83.0 | % | |
| 10.1 | % | |
| 77.3 | % | |
| 8.3 | % |
Second lien term loans | |
| 2.5 | | |
| 7.9 | | |
| 5.4 | | |
| 11.1 | |
Unsecured term loans | |
| 1.8 | | |
| 9.8 | | |
| 1.9 | | |
| 9.7 | |
Structured finance securities | |
| 3.4 | | |
| 8.9 | | |
| 4.7 | | |
| 10.5 | |
Equity interests | |
| 9.3 | | |
| - | | |
| 10.7 | | |
| - | |
Total | |
| 100.0 | % | |
| 9.0 | % | |
| 100.0 | % | |
| 7.7 | % |
At August 31, 2022, our investment in the subordinated
notes of Saratoga CLO, a collateralized loan obligation fund, had a fair value of $23.4 million and constituted 2.5% of our portfolio.
This investment constitutes a first loss position in a portfolio that, as of August 31, 2022 and February 28, 2022, was composed
of $653.4 million and $660.2 million, respectively, in aggregate principal amount of primarily
senior secured first lien term loans. In addition, as of August 31, 2022, we also own $9.4 million in aggregate principal of the F-2-R-3
Notes in the Saratoga CLO, which only rank senior to the subordinated notes.
This investment is subject to unique risks. (See
Part 1. Item 1A. Risk Factors—“Our investment in Saratoga CLO constitutes a leveraged investment in a portfolio of predominantly
senior secured first lien term loans and is subject to additional risks and volatility” in our Annual Report on Form 10-K for the
fiscal year ended February 28, 2022).
We do not consolidate the Saratoga CLO portfolio
in our consolidated financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments.
However, at August 31, 2022, $591.7 million or 98.0%
of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow.
At February 28, 2022, $630.3 million or 98.7% of the Saratoga CLO portfolio investments in terms of market value had a CMR color
rating of green or yellow and four Saratoga CLO portfolio investments were in default with a fair value of $2.8 million. For more information
relating to the Saratoga CLO, see the audited financial statements for Saratoga in our Annual Report on Form 10-K for the fiscal year
ended February 28, 2022.
Saratoga Investment Advisors
normally grades all of our investments using a credit and monitoring rating system (“CMR”). The CMR consists of a single
component: a color rating. The color rating is based on several criteria, including financial and operating strength, probability of
default, and restructuring risk. The color ratings are characterized as follows: (Green)—performing credit; (Yellow)—underperforming
credit; (Red)—in principal payment default and/or expected loss of principal.
Portfolio CMR distribution
The CMR distribution for our investments at August 31, 2022
and February 28, 2022 was as follows:
Saratoga Investment Corp.
| |
August 31, 2022 | | |
February 28, 2022 | |
Color Score | |
Investments
at Fair Value | | |
Percentage of Total Portfolio | | |
Investments
at Fair Value | | |
Percentage
of Total Portfolio | |
| |
($ in thousands) | |
Green | |
$ | 805,740 | | |
| 84.4 | % | |
$ | 690,672 | | |
| 84.5 | % |
Yellow | |
| 36,704 | | |
| 3.8 | | |
| 10,593 | | |
| 1.3 | |
Red | |
| - | | |
| 0.0 | | |
| - | | |
| 0.0 | |
N/A(1) | |
| 112,220 | | |
| 11.8 | | |
| 116,302 | | |
| 14.2 | |
Total | |
$ | 954,664 | | |
| 100.0 | % | |
$ | 817,567 | | |
| 100.0 | % |
(1) | Comprised of our investment in the subordinated notes of Saratoga
CLO and equity interests. |
The change in reserve from $0.0 million as of February 28, 2022
to $1.2 million as of August 31, 2022 was related to the non-accrual of interest income related to the Knowland Group.
The CMR distribution of Saratoga CLO investments at August 31, 2022 and February 28, 2022 was as follows:
Saratoga CLO | |
| |
| |
August 31, 2022 | | |
February 28, 2022 | |
Color Score | |
Investments at Fair Value | | |
Percentage of Total
Portfolio | | |
Investments at Fair Value | | |
Percentage of Total
Portfolio | |
| |
($ in thousands) | |
Green | |
$ | 558,144 | | |
| 92.4 | % | |
$ | 595,324 | | |
| 93.2 | % |
Yellow | |
| 33,580 | | |
| 5.6 | | |
| 34,983 | | |
| 5.5 | |
Red | |
| 12,307 | | |
| 2.0 | | |
| 8,622 | | |
| 1.3 | |
N/A(1) | |
| - | | |
| 0.0 | | |
| 34 | | |
| 0.0 | |
Total | |
$ | 604,031 | | |
| 100.0 | % | |
$ | 638,963 | | |
| 100.0 | % |
(1) | Comprised of Saratoga CLO’s equity interests. |
Portfolio composition by industry grouping at
fair value
The following table shows our portfolio composition
by industry grouping at fair value at August 31, 2022 and February 28, 2022:
Saratoga Investment Corp. | |
| |
| |
August 31, 2022 | | |
February 28, 2022 | |
| |
Investments At Fair Value | | |
Percentage
of Total
Portfolio | | |
Investments At Fair Value | | |
Percentage
of Total
Portfolio | |
| |
($ in thousands) | |
Healthcare Software | |
$ | 92,467 | | |
| 9.7 | % | |
$ | 90,126 | | |
| 11.0 | % |
IT Services | |
| 83,506 | | |
| 8.7 | | |
| 80,804 | | |
| 9.9 | |
HVAC Services and Sales | |
| 64,701 | | |
| 6.8 | | |
| 29,976 | | |
| 3.7 | |
Education Software | |
| 61,262 | | |
| 6.4 | | |
| 33,656 | | |
| 4.1 | |
Consumer Services | |
| 58,657 | | |
| 6.1 | | |
| 38,234 | | |
| 4.7 | |
Real Estate Services | |
| 53,105 | | |
| 5.6 | | |
| 53,506 | | |
| 6.6 | |
Education Services | |
| 34,372 | | |
| 3.6 | | |
| 35,309 | | |
| 4.3 | |
Structured Finance Securities(1) | |
| 32,327 | | |
| 3.4 | | |
| 38,030 | | |
| 4.7 | |
Marketing Orchestration Software | |
| 28,544 | | |
| 3.0 | | |
| 28,777 | | |
| 3.5 | |
Specialty Food Retailer | |
| 26,992 | | |
| 2.8 | | |
| 34,013 | | |
| 4.2 | |
Sports Management | |
| 26,549 | | |
| 2.8 | | |
| 26,654 | | |
| 3.3 | |
Healthcare Services | |
| 26,169 | | |
| 2.7 | | |
| 42,054 | | |
| 5.1 | |
Talent Acquisition Software | |
| 25,940 | | |
| 2.7 | | |
| 19,652 | | |
| 2.4 | |
Direct Selling Software | |
| 25,936 | | |
| 2.7 | | |
| - | | |
| 0.0 | |
Financial Services | |
| 24,906 | | |
| 2.6 | | |
| 23,540 | | |
| 2.9 | |
Restaurant | |
| 24,808 | | |
| 2.6 | | |
| 15,686 | | |
| 1.9 | |
Hospitality/Hotel | |
| 21,833 | | |
| 2.3 | | |
| 19,925 | | |
| 2.4 | |
Mentoring Software | |
| 20,937 | | |
| 2.2 | | |
| 18,321 | | |
| 2.2 | |
Legal Software | |
| 20,930 | | |
| 2.2 | | |
| 7,425 | | |
| 0.9 | |
Investment Fund | |
| 20,799 | | |
| 2.2 | | |
| 25,140 | | |
| 3.1 | |
Marketing Services | |
| 17,200 | | |
| 1.8 | | |
| 17,327 | | |
| 2.1 | |
Payroll Services | |
| 15,423 | | |
| 1.6 | | |
| 17,000 | | |
| 2.1 | |
Insurance Software | |
| 14,907 | | |
| 1.6 | | |
| 10,921 | | |
| 1.3 | |
Corporate Education Software | |
| 14,880 | | |
| 1.6 | | |
| - | | |
| 0.0 | |
Employee Collaboration Software | |
| 12,086 | | |
| 1.3 | | |
| 10,000 | | |
| 1.2 | |
Lead Management Software | |
| 11,896 | | |
| 1.2 | | |
| - | | |
| 0.0 | |
Research Software | |
| 10,493 | | |
| 1.1 | | |
| - | | |
| 0.0 | |
Non-profit Services | |
| 10,000 | | |
| 1.0 | | |
| 10,039 | | |
| 1.2 | |
Alternative Investment Management Software | |
| 9,920 | | |
| 1.0 | | |
| - | | |
| 0.0 | |
Waste Services | |
| 9,000 | | |
| 0.9 | | |
| 9,000 | | |
| 1.1 | |
Dental Practice Management | |
| 8,626 | | |
| 0.9 | | |
| 8,403 | | |
| 1.0 | |
Mental Healthcare Services | |
| 8,419 | | |
| 0.9 | | |
| - | | |
| 0.0 | |
Industrial Products | |
| 8,263 | | |
| 0.9 | | |
| 8,427 | | |
| 1.0 | |
Financial Services Software | |
| 8,040 | | |
| 0.8 | | |
| 5,940 | | |
| 0.7 | |
Field Service Management | |
| 6,888 | | |
| 0.7 | | |
| 6,981 | | |
| 0.9 | |
Corporate Education Software | |
| 3,653 | | |
| 0.4 | | |
| 3,306 | | |
| 0.4 | |
Office Supplies | |
| 3,628 | | |
| 0.4 | | |
| 3,726 | | |
| 0.5 | |
Cyber Security | |
| 2,418 | | |
| 0.3 | | |
| 1,636 | | |
| 0.2 | |
Staffing Services | |
| 2,061 | | |
| 0.2 | | |
| 1,912 | | |
| 0.2 | |
Consumer Products | |
| 921 | | |
| 0.1 | | |
| 693 | | |
| 0.1 | |
Facilities Maintenance | |
| 617 | | |
| 0.1 | | |
| 482 | | |
| 0.1 | |
Healthcare Products Manufacturing | |
| 585 | | |
| 0.1 | | |
| 714 | | |
| 0.1 | |
Healthcare Supply | |
| - | | |
| 0.0 | | |
| 5,194 | | |
| 0.6 | |
Dental Practice Management Software | |
| - | | |
| 0.0 | | |
| 35,038 | | |
| 4.3 | |
Total | |
$ | 954,664 | | |
| 100.0 | % | |
$ | 817,567 | | |
| 100.0 | % |
(1) | As of August 31, 2022 and February 28, 2022, comprised of
our investment in the subordinated notes and F-2-R-3 Notes of Saratoga CLO, as well as the unsecured notes and equity interests in the
SLF JV. |
The
following table shows Saratoga CLO’s portfolio composition by industry grouping at fair value at August 31, 2022 and February 28, 2022:
Saratoga CLO | |
| | |
| | |
| | |
| |
| |
August 31, 2022 | | |
February 28, 2022 | |
| |
Investments at Fair Value | | |
Percentage
of Total Portfolio | | |
Investments at Fair Value | | |
Percentage
of Total Portfolio | |
| |
($ in thousands) | |
Banking, Finance, Insurance & Real Estate | |
$ | 112,361 | | |
| 18.6 | % | |
$ | 123,124 | | |
| 19.4 | % |
Services: Business | |
| 58,705 | | |
| 9.7 | | |
| 69,491 | | |
| 10.9 | |
High Tech Industries | |
| 58,162 | | |
| 9.6 | | |
| 60,048 | | |
| 9.4 | |
Healthcare & Pharmaceuticals | |
| 38,153 | | |
| 6.3 | | |
| 43,136 | | |
| 6.9 | |
Services: Consumer | |
| 34,169 | | |
| 5.7 | | |
| 41,393 | | |
| 6.5 | |
Telecommunications | |
| 24,895 | | |
| 4.1 | | |
| 27,058 | | |
| 4.2 | |
Consumer goods: Durable | |
| 24,604 | | |
| 4.1 | | |
| 21,085 | | |
| 3.2 | |
Retail | |
| 22,691 | | |
| 3.8 | | |
| 16,050 | | |
| 2.5 | |
Chemicals, Plastics, & Rubber | |
| 21,604 | | |
| 3.6 | | |
| 22,669 | | |
| 3.5 | |
Automotive | |
| 21,069 | | |
| 3.5 | | |
| 24,207 | | |
| 3.7 | |
Media: Advertising, Printing & Publishing | |
| 20,087 | | |
| 3.3 | | |
| 19,660 | | |
| 3.1 | |
Containers, Packaging & Glass | |
| 18,478 | | |
| 3.1 | | |
| 15,253 | | |
| 2.4 | |
Beverage, Food & Tobacco | |
| 17,748 | | |
| 2.9 | | |
| 22,086 | | |
| 3.4 | |
Aerospace & Defense | |
| 13,459 | | |
| 2.2 | | |
| 14,369 | | |
| 2.2 | |
Consumer goods: Non-durable | |
| 13,308 | | |
| 2.2 | | |
| 14,359 | | |
| 2.2 | |
Media: Broadcasting & Subscription | |
| 11,628 | | |
| 1.9 | | |
| 11,539 | | |
| 1.8 | |
Construction & Building | |
| 11,279 | | |
| 1.9 | | |
| 11,102 | | |
| 1.7 | |
Hotel, Gaming & Leisure | |
| 11,156 | | |
| 1.8 | | |
| 16,572 | | |
| 2.6 | |
Capital Equipment | |
| 9,876 | | |
| 1.6 | | |
| 10,062 | | |
| 1.6 | |
Utilities: Oil & Gas | |
| 8,048 | | |
| 1.3 | | |
| 8,095 | | |
| 1.3 | |
Health Care Equipment & Supplies | |
| 7,215 | | |
| 1.2 | | |
| - | | |
| 0.0 | |
Media: Diversified & Production | |
| 6,949 | | |
| 1.2 | | |
| 9,203 | | |
| 1.4 | |
Transportation: Consumer | |
| 6,755 | | |
| 1.1 | | |
| 4,891 | | |
| 0.8 | |
Transportation: Cargo | |
| 4,397 | | |
| 0.7 | | |
| 3,752 | | |
| 0.6 | |
Wholesale | |
| 3,833 | | |
| 0.6 | | |
| 4,155 | | |
| 0.7 | |
Forest Products & Paper | |
| 3,560 | | |
| 0.6 | | |
| 9,367 | | |
| 1.5 | |
Energy: Electricity | |
| 3,376 | | |
| 0.6 | | |
| 3,660 | | |
| 0.6 | |
Metals & Mining | |
| 3,336 | | |
| 0.6 | | |
| 6,846 | | |
| 1.1 | |
Diversified Financial Services | |
| 2,903 | | |
| 0.5 | | |
| - | | |
| 0.0 | |
Software | |
| 2,613 | | |
| 0.4 | | |
| - | | |
| 0.0 | |
Utilities: Electric | |
| 2,325 | | |
| 0.4 | | |
| 4,026 | | |
| 0.6 | |
Media | |
| 1,861 | | |
| 0.3 | | |
| - | | |
| 0.0 | |
Environmental Industries | |
| 967 | | |
| 0.2 | | |
| 1,550 | | |
| 0.2 | |
Diversified Telecommunication Services | |
| 935 | | |
| 0.2 | | |
| - | | |
| 0.0 | |
Real Estate Investment Trusts (REITs) | |
| 872 | | |
| 0.1 | | |
| - | | |
| 0.0 | |
Leisure Products | |
| 483 | | |
| 0.1 | | |
| - | | |
| 0.0 | |
Energy: Oil & Gas | |
| 171 | | |
| 0.0 | | |
| 155 | | |
| 0.0 | |
Total | |
$ | 604,031 | | |
| 100.0 | % | |
$ | 638,963 | | |
$ | 100 | % |
Portfolio composition by geographic location at fair value
The following table shows our portfolio composition by geographic location at fair value at August 31, 2022 and February 28, 2022. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.
| |
August 31, 2022 | | |
February 28, 2022 | |
| |
Investments at Fair Value | | |
Percentage
of Total Portfolio | | |
Investments at Fair Value | | |
Percentage
of Total Portfolio | |
| |
($ in thousands) | |
Southeast | |
$ | 280,946 | | |
| 29.4 | % | |
$ | 257,199 | | |
| 31.5 | % |
West | |
| 168,044 | | |
| 17.6 | | |
| 183,643 | | |
| 22.5 | |
Midwest | |
| 180,607 | | |
| 18.9 | | |
| 160,718 | | |
| 19.7 | |
Northwestt | |
| 2,418 | | |
| 0.3 | | |
| 62,475 | | |
| 7.6 | |
Northeast | |
| 134,643 | | |
| 14.1 | | |
| 85,414 | | |
| 10.4 | |
Southwest | |
| 114,628 | | |
| 12.0 | | |
| 1,636 | | |
| 0.2 | |
Other(1) | |
| 73,378 | | |
| 7.7 | | |
| 66,482 | | |
| 8.1 | |
Total | |
$ | 954,664 | | |
| 100.0 | % | |
$ | 817,567 | | |
| 100.0 | % |
(1) | Comprised
of our investment in the subordinated notes and F-2-R-3 Notes of Saratoga CLO, as well as the unsecured notes and equity interests in
the SLF JV. |
Results of operations
Operating
results for the three and six months ended August 31, 2022 and August 31, 2021 was as follows:
| |
For the three months ended | | |
For the six months ended | |
| |
August 31,
2022 | | |
August 31,
2021 | | |
August 31,
2022 | | |
August 31,
2021 | |
| |
($ in thousands) | |
Total investment income | |
$ | 21,853 | | |
$ | 18,441 | | |
$ | 40,532 | | |
$ | 35,257 | |
Total operating expenses | |
| 14,155 | | |
| 12,048 | | |
| 24,858 | | |
| 26,308 | |
Net investment income | |
| 7,698 | | |
| 6,393 | | |
| 15,674 | | |
| 8,949 | |
Net realized gain (loss) from investments | |
| 7,944 | | |
| 1,502 | | |
| 8,106 | | |
| 3,412 | |
Income tax (provision) benefit from realized gain on investments | |
| - | | |
| (449 | ) | |
| 69 | | |
| (449 | ) |
Net change in unrealized appreciation (depreciation) on investments | |
| (13,259 | ) | |
| 3,377 | | |
| (22,591 | ) | |
| 20,189 | |
Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | |
| (230 | ) | |
| (1,329 | ) | |
| (592 | ) | |
| (1,559 | ) |
Realized losses on extinguishment of debt | |
| (1,205 | ) | |
| (1,552 | ) | |
| (1,205 | ) | |
| (1,552 | ) |
Net increase (decrease) in net assets resulting from operations | |
$ | 948 | | |
$ | 7,942 | | |
$ | (539 | ) | |
$ | 28,990 | |
Investment
income
The composition of our investment income for three and six months ended August 31, 2022 and August 31, 2021 was as follows:
| |
For the three months ended | | |
For the six months ended | |
| |
August 31,
2022 | | |
August 31,
2021 | | |
August 31,
2022 | | |
August 31,
2021 | |
| |
($ in thousands) | |
Interest from investments | |
$ | 19,233 | | |
$ | 15,114 | | |
$ | 35,839 | | |
$ | 28,801 | |
Interest from cash and cash equivalents | |
| 34 | | |
| 1 | | |
| 35 | | |
| 2 | |
Management fee income | |
| 817 | | |
| 814 | | |
| 1,633 | | |
| 1,633 | |
Dividend Income | |
| 213 | | |
| 659 | | |
| 513 | | |
| 1,057 | |
Structuring and advisory fee income | |
| 1,408 | | |
| 1,038 | | |
| 2,260 | | |
| 2,340 | |
Other income | |
| 148 | | |
| 815 | | |
| 252 | | |
| 1,425 | |
Total investment income | |
$ | 21,853 | | |
$ | 18,441 | | |
$ | 40,532 | | |
$ | 35,258 | |
For the three months ended August 31, 2022, total
investment income increased $3.4 million, or 18.5%, to $21.9 million from $18.4 million for the three months ended August 31, 2021. Interest
income from investments increased $4.1 million, or 27.3%, to $19.2 million for the three months ended August 31, 2022 from $15.1 million
for the three months ended August 31, 2021. Interest income from investment increased due to the increase of $288.6 million, or 43.3%,
in total investments at August 31, 2022 from $666.1 million at August 31, 2021 to $954.7 million as of August 31, 2022, combined with
the increase in the weighted average current yield on investments to 9.0%, up from 8.2% at August 31, 2021.
For the six months ended August 31, 2022, total
investment income increased $5.3 million, or 15.0%, to $40.5 million from $35.3 million for the six months ended August 31, 2021. Interest
income from investments increased $7.0 million, or 24.4%, to $35.8 million for the six months ended August 31, 2022 from $28.8 million
for the six months ended August 31, 2021. Interest income from investment increased due to the increase of $288.6 million, or 30.2%, in
total investments at August 31, 2022 from $666.1 million at August 31, 2021 to $954.7 million as of August 31, 2022.
For the three and six months ended August 31, 2022
and August 31, 2021, total PIK income was $0.2 million and $0.8 million, respectively and $0.4 million and $1.1 million respectively.
Management fee income reflects the fee income received
for managing the Saratoga CLO. For the three months ended August 31, 2022 and August 31, 2021, total management fee income was $0.8 million
and $0.8 million, respectively. For the six months ended August 31, 2022 and August 31, 2021, total management fee income was $1.6 million
and $1.6 million, respectively.
For the three and six months ended August 31, 2022
and August 31, 2021, total dividend income was $0.2 million and $0.7 million, respectively, and $0.5 million and $1.1 million, respectively.
Dividends received is recorded in the consolidated statements of operations when earned, and the decrease primarily reflects dividend
income received on various preferred equity investments last year that were not received this year.
For the three and six months ended August 31, 2022
and August 31, 2021, total structuring and advisory fee income was $1.4 million and $1.0 million, respectively, and $2.3 million and $2.3
million, respectively. Structuring and advisory fee income represents fee income earned and received performing certain investment and
advisory activities during the closing of new investments.
For the three and six months ended August 31, 2022
and August 31, 2021, other income was $0.2 million and $0.8 million, respectively, and $0.3 million and $1.4 million, respectively. Other
income includes origination fees and prepayment income fees and is recorded in the consolidated statements of operations when earned.
The decrease was driven primarily by prepayment penalties earned from certain redemptions in the prior year that did not recur this year.
Operating
expenses
The composition of our operating expenses for the three and six months ended August 31, 2022 and August 31, 2021 was as follows:
| |
For the three months ended | | |
For the three months ended | |
| |
August 31,
2022 | | |
August 31,
2021 | | |
August 31,
2022 | | |
August 31,
2021 | |
| |
($ in thousands) | |
Interest and debt financing expenses | |
$ | 7,922 | | |
$ | 5,184 | | |
$ | 14,794 | | |
$ | 9,525 | |
Base management fees | |
| 4,104 | | |
| 3,002 | | |
| 7,906 | | |
| 5,761 | |
Incentive management fees expense (benefit) | |
| 590 | | |
| 2,018 | | |
| (1,314 | ) | |
| 7,281 | |
Professional fees | |
| 368 | | |
| 461 | | |
| 785 | | |
| 968 | |
Administrator expenses | |
| 773 | | |
| 713 | | |
| 1,523 | | |
| 1,406 | |
Insurance | |
| 90 | | |
| 86 | | |
| 178 | | |
| 173 | |
Directors fees and expenses | |
| 110 | | |
| 101 | | |
| 220 | | |
| 192 | |
General & administrative and other expenses | |
| 300 | | |
| 453 | | |
| 967 | | |
| 944 | |
Income tax expense (benefit) | |
| (102 | ) | |
| 30 | | |
| (201 | ) | |
| 58 | |
Total operating expenses | |
$ | 14,155 | | |
$ | 12,048 | | |
$ | 24,858 | | |
$ | 26,308 | |
For the three months ended August 31, 2022,
total operating expenses increased $2.1 million, or 17.5%, compared to the three months ended August 31, 2021. For the six months
ended August 31, 2022, total operating expenses decreased $1.5 million, or 5.5%, compared to the six months ended August 31,
2021.
For the three months ended August 31, 2022, interest
and debt financing expenses increased $2.7 million, or 52.8%, compared to the three months ended August 31, 2021. The increase is primarily
attributable to an increase in average outstanding debt from $425.9 million for the three months ended August 31, 2021 to $626.7 million
for the three months ended August 31, 2022, primarily reflecting (i) the issuance of the 4.375% 2026 Notes and the 4.35% 2027 Notes during
the year ended February 28, 2022, and (ii) the issuance of the 6.00% 2027 Notes during the three months ended August 31, 2022.
For the six months ended August 31, 2022, interest
and debt financing expenses increased $5.3 million, or 55.3%, compared to the six months ended August 31, 2021. The increase is primarily
attributable to an increase in average outstanding debt from $378.3 million for the six months ended August 31, 2021 to $609.0 million
for the six months ended August 31, 2022, primarily reflecting (i) the issuance of the 4.375% 2026 Notes and the 4.35% 2027 Notes during
the year ended February 28, 2022, and (ii) the issuance of the 6.00% 2027 Notes during the six months ended August 31, 2022.
For the three and six months ended August 31,
2022 and August 31, 2021, the weighted average interest rate on our outstanding indebtedness was 4.46% and 4.26%, respectively and 4.45%
and 4.39%, respectively. The decrease in weighted average interest rate was primarily driven by the issuance of the lower-rate 4.375%
2026 Notes and 4.35% 2026 Notes, the redemption of the 6.25% 2025 Notes, the redemption of the 7.25% 2027 Notes and the issuance of lower
cost SBA debentures over the past year.
As of August 31, 2022 and February 28, 2022, the
SBA debentures represented 36.8% and 36.2% of overall debt, respectively.
For the three months ended August 31, 2022, base
management fees increased $1.1 million, or 36.7%, from $3.0 million to $4.1 million compared to the three months ended August 31, 2021.
The increase in base management fees results from the 36.7% increase in the average value of our total assets, less cash and cash equivalents,
from $680.6 million for the three months ended August 31, 2021 to $930.4 million for the three months ended August 31, 2022. For
the six months ended August 31, 2022, base management fees increased $2.1 million, or 37.2%, from $5.8 million to $7.9 million compared
to the six months ended August 31, 2021. The increase in base management fees results from the 37.2% increase in the average value of
our total assets, less cash and cash equivalents, from $653.0 million for the three months ended August 31, 2021 to $896.2 million for
the three months ended August 31, 2022.
For the three months ended August 31, 2022, incentive
management fees decreased $1.4 million, or 70.8%, compared to the three months ended August 31, 2021. The incentive fee on income remained
relatively unchanged at $1.7 million for the three months ended August 31, 2021and 2022. The incentive fee on capital gains decreased
from a $0.3 million expense for the three months ended August 31, 2021 to a $(1.1) million benefit for the three months ended August
31, 2022, both reflecting the incentive fee income on net unrealized appreciation and depreciation recognized during both these periods.
For the six months ended August 31, 2022,
incentive management fees decreased $8.6 million, or 118.0%, compared to the six months ended August 31, 2021. The incentive fee on
income decreased from $3.2 million for the three months ended August 31, 2021 to $1.7 million for the three months ended August 31,
2022, reflecting the Company’s net investment income being below the hurdle based on net asset value for incentive fee
purposes for part of the six months. The incentive fee on capital gains decreased from a $4.0 million expense for the three months
ended August 31, 2021 to a $(3.0) million benefit for the three months ended August 31, 2022, both reflecting the incentive fee
income on net unrealized appreciation and depreciation recognized during both these periods.
For the three and six months ended August 31,
2022, professional fees decreased $0.1 million, or 20.1%, and decreased $0.2 million, or 18.8%, respectively, compared to the three and
six months ended August 31, 2021.
For the three and six months ended August 31,
2022, administrator expenses increased $0.1 million, or 8.5%, and increased $0.1 million or 8.3% compared to the three and six months
ended August 31, 2022.
As discussed above, the increase in interest and
debt financing expenses for the three months ended August 31, 2022 compared to the three months ended August 31, 2021 is primarily
attributable to an increase in the average dollar amount of outstanding debt. During the three months ended August 31, 2022 and August 31,
2021, the average borrowings outstanding under the Encina Credit Facility and the Madison Credit Facility was $25.0 million and $23.8 million,
respectively, and the average weighted average interest rate on the outstanding borrowing under the Credit Facility was 5.83% and 6.37%,
respectively. For the three months ended August 31, 2022 and August 31, 2021, the average borrowings outstanding of SBA debentures
was $222.0 million and $181.1 million, respectively. For the three months ended August 31, 2022 and August 31, 2021,
the weighted average interest rate on the outstanding borrowings of the SBA debentures was 2.75% and 2.65%, respectively. During the three
months ended August 31, 2022 and August 31, 2021, the average dollar amount of our 6.25% fixed-rate 2025 Notes outstanding was
$0.0 million and $60.0 million, respectively. During the three months ended August 31, 2022 and August 31, 2021, the weighted
average dollar amount of our 7.25% fixed-rate 2025 Notes outstanding was $10.8 million and $43.1 million, respectively. During the three
months ended August 31, 2022 and August 31, 2021, the weighted average dollar amount of our 7.75% fixed-rate 2025 Notes outstanding was
$5.0 million and $5.0 million, respectively. During the three months ended August 31, 2022 and August 31, 2021, the average dollar
amount of our 6.25% fixed-rate 2027 Notes outstanding was $15.0 million and $15.0 million, respectively. During the three months
ended August 31, 2022 and August 31, 2021, the average dollar amount of our 4.375% fixed-rate 2026 Notes outstanding was $175.0 million
and $115.2 million, respectively. During the three months ended August 31, 2022 and August 31, 2021, the average dollar
amount of our 4.35% fixed-rate 2027 Notes outstanding was $75.0 million and $0.0 million, respectively. During the three months
ended August 31, 2022 and August 31, 2021, the average dollar amount of our 6.00% fixed-rate 2027 Notes outstanding was $99.0 million
and $0.0 million, respectively.
As discussed above, the increase in interest and
debt financing expenses for the six months ended August 31, 2022 compared to the six months ended August 31, 2021 is primarily
attributable to an increase in the average dollar amount of outstanding debt. During the six months ended August 31, 2022 and August 31,
2021, the average borrowings outstanding under the Encina Credit Facility and the Madison Credit Facility was $22.5 million and $9.5 million,
respectively, and the average weighted average interest rate on the outstanding borrowing under the Credit Facility was 5.40% and 4.02%,
respectively. For the six months ended August 31, 2022 and August 31, 2021, the average borrowings outstanding of SBA debentures
was $218.4 million and $169.8 million, respectively. For the six months ended August 31, 2022 and August 31, 2021,
the weighted average interest rate on the outstanding borrowings of the SBA debentures was 2.67% and 2.78%, respectively. During the six
months ended August 31, 2022 and August 31, 2021, the average dollar amount of our 6.25% fixed-rate 2025 Notes outstanding was
$0.0 million and $58.7 million, respectively. During the six months ended August 31, 2022 and August 31, 2021, the weighted
average dollar amount of our 7.25% fixed-rate 2025 Notes outstanding was $27.0 million and $43.1 million, respectively. During the six
months ended August 31, 2022 and August 31, 2021, the weighted average dollar amount of our 7.75% fixed-rate 2025 Notes outstanding was
$5.0 million and $5.0 million, respectively. During the six months ended August 31, 2022 and August 31, 2021, the average dollar
amount of our 6.25% fixed-rate 2027 Notes outstanding was $15.0 million and $15.0 million, respectively. During the six months
ended August 31, 2022 and August 31, 2021, the average dollar amount of our 4.375% fixed-rate 2026 Notes outstanding was $175.0 million
and $84.3 million, respectively. During the six months ended August 31, 2022 and August 31, 2021, the average dollar amount
of our 4.35% fixed-rate 2027 Notes outstanding was $75.0 million and $0.0 million, respectively. During the six months ended
August 31, 2022 and August 31, 2021, the average dollar amount of our 6.00% fixed-rate 2027 Notes outstanding was $44.0 million
and $60.0 million, respectively
For the three months ended August 31, 2022 and
August 31, 2021, there were income tax expense (benefits) of $(0.1) million and $0.03 million, respectively. For the six months ended
August 31, 2022 and August 31, 2021, there were income tax expense (benefits) of $(0.2) million and $0.06 million, respectively. This
relates to net deferred federal and state income tax expense (benefit) with respect to operating gains and losses and income derived
from equity investments held in the taxable blockers, as well as current federal and state income taxes on those operating gains and
losses when realized.
Net realized gains (losses) on sales of investments
For the three months ended August 31, 2022,
the Company had $75.1 million of sales, repayments, exits or restructurings resulting in $7.9 million of net realized gains.
For the six months ended August 31, 2022, the Company had $85.2 million of sales, repayments, exits or restructurings resulting
in $8.1 million of net realized gains.
Six Months ended August 31, 2022 |
Issuer | |
Asset Type | |
Gross Proceeds | | |
Cost | | |
Net Realized Gain (Loss) | |
PDDS Buyer, LLC | |
Equity Interests | |
$ | 9,943,838 | | |
$ | 2,000,000 | | |
$ | 7,943,838 | |
Censis Technologies | |
Equity Interests | |
| - | | |
| - | | |
| 68,731 | |
Texas Teachers of Tomorrow, LLC | |
Equity Interests | |
| - | | |
| - | | |
| 24,977 | |
V Rental Holdings LLC | |
Equity Interests | |
| - | | |
| - | | |
| 68,800 | |
The $7.9 million of net realized gains was from
the sale of the equity position in the Company’s PPDS Buyer investment.
The Company received escrow payments from the
prior sales of its investments in Censis Technologies, Texas Teachers of Tomorrow, LLC and V Rental Holdings, LLC.
For the six months ended August 31, 2021,
the Company had $149.8 million of sales, repayments, exits or restructurings resulting in $3.4 million of net realized gains.
Six Months ended August 31, 2021 |
Issuer | |
Asset Type | |
Gross Proceeds | | |
Cost | | |
Net Realized Gain | |
My Alarm Center, LLC | |
Equity Interests | |
$ | - | | |
$ | 4,867,102 | | |
$ | (4,837,102 | ) |
Passageways, Inc. | |
Equity Interests | |
| 7,439,802 | | |
| 1,000,000 | | |
| 6,439,802 | |
Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note | |
Structured Finance Securities | |
| 8,360,133 | | |
| 8,500,000 | | |
| (139,867 | ) |
V Rental Holdings LLC | |
Equity Interests | |
| 2,344,817 | | |
| 365,814 | | |
| 1,978,903 | |
The $4.9 million of net realized loss was from
the Company’s My Alarm Center, LLC investment that was deemed worthless during this period.
The $6.4 million of net realized gains was from
the sales of the equity position in the Company’s Passageways Inc. investment.
The $0.1 million of net realized loss was from
the repayment of the structured finance securities in the Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-1-R-3 Note.
The $1.9 million of net realized gains was from
the sales of the equity position in the Company’s V Rental Holdings LLC investment.
Net change in unrealized appreciation (depreciation) on investments
For the six months ended August 31, 2022,
our investments had a net change in unrealized depreciation of $22.6 million versus a net change in unrealized appreciation of $20.2 million
for the six months ended August 31, 2021. The most significant cumulative net change in unrealized appreciation (depreciation) for
the six months ended August 31, 2022 were the following (dollars in thousands):
Six Months ended August 31, 2022 |
Issuer | |
Asset Type | |
Cost | | |
Fair Value | | |
Total Unrealized Appreciation (Depreciation) | | |
YTD Change in Unrealized Appreciation (Depreciation) | |
Artemis Wax Corp. | |
First Lien Term Loan & Equity Interests | |
$ | 55,023 | | |
$ | 58,657 | | |
$ | 3,634 | | |
$ | 2,174 | |
Netreo Holdings, LLC | |
First Lien Term Loan & Equity Interests | |
| 31,330 | | |
| 40,506 | | |
| 9,176 | | |
| (1,468 | ) |
PDDS Buyer, LLC | |
First Lien Term Loan & Equity Interests | |
| - | | |
| - | | |
| - | | |
| (5,094 | ) |
Pepper Palace, Inc. | |
First Lien Term Loan & Equity Interests | |
| 34,383 | | |
| 26,992 | | |
| (7,391 | ) | |
| (6,872 | ) |
Saratoga Investment Corp. CLO 2013-1, Ltd. | |
Structured Finance Securities | |
| 39,489 | | |
| 32,327 | | |
| (7,162 | ) | |
| (3,543 | ) |
Saratoga Senior Loan Fund I JV, LLC | |
Equity Interests | |
| 14,072 | | |
| 6,727 | | |
| (7,345 | ) | |
| (6,236 | ) |
Zollege PBC | |
First Lien Term Loan & Equity Interests | |
| 16,635 | | |
| 15,211 | | |
| (1,424 | ) | |
| (1,289 | ) |
The $2.2 million of unrealized appreciation in
our investment in Artemis Wax Corp. was driven by growth and improved financial performance.
The $1.5 million of unrealized depreciation in
our investment Netreo Holdings, LLC was driven by increased company leverage.
The $5.1 million of unrealized depreciation in
our investment PDDS Buyer, LLC was driven by the sale of that investment, resulting in a reversal of previously recognized unrealized
appreciation reclassified to realized gains.
The $6.9 million of unrealized depreciation in
our investment Pepper Palace, Inc. was driven by overall company performance.
The $3.5 million of unrealized depreciation
in our investment Saratoga Investment Corp. CLO 2013-1, Ltd was driven by the increase in discount rates, impact of LIBOR changes and
overall market conditions.
The $6.2 million of unrealized depreciation in
our investment Saratoga Senior Loan Fund I, JV, LLC was driven by the decrease in market prices of the underlying CLO warehouse assets.
The $1.3 million of unrealized depreciation in
our investment in Zollege PBC was driven by overall company performance.
The most significant cumulative net change in
unrealized appreciation (depreciation) for the six months ended August 31, 2021 were the following (dollars in thousands):
Six Months ended August 31, 2021 |
Issuer | |
Asset Type | |
Cost | | |
Fair Value | | |
Total Unrealized Appreciation | | |
YTD
Change in Unrealized Appreciation | |
My Alarm Center, LLC | |
Equity Interests | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 4,686 | |
GreyHeller LLC | |
First Lien Term Loan & Equity Interests | |
| 14,034 | | |
| 21,816 | | |
| 7,782 | | |
| 4,680 | |
Netreo Holdings, LLC | |
First Lien Term Loan & Equity Interests | |
| 23,942 | | |
| 33,770 | | |
| 9,828 | | |
| 4,240 | |
Saratoga Investment Corp. CLO 2013-1, Ltd. | |
Structured Finance Securities | |
| 34,505 | | |
| 35,061 | | |
| 556 | | |
| 2,953 | |
Schoox, Inc. | |
Equity Interests | |
| 476 | | |
| 3,258 | | |
| 2,783 | | |
| 2,783 | |
Texas Teachers of Tomorrow, LLC | |
First Lien Term Loan & Equity Interests | |
| 26,274 | | |
| 29,324 | | |
| 3,050 | | |
| 2,663 | |
Destiny Solutions Inc. | |
First Lien Term Loan & Equity Interests | |
| 3,969 | | |
| 6,217 | | |
| 2,248 | | |
| 1,221 | |
Village Realty Holdings LLC | |
Equity Interests | |
| 366 | | |
| 2,209 | | |
| 1,843 | | |
| (1,843 | ) |
Passageways, Inc. | |
First Lien Term Loan & Equity Interests | |
| 10,953 | | |
| 17,598 | | |
| 6,645 | | |
| (2,311 | ) |
The $4.7 million net change in unrealized appreciation
in our investment in My Alarm Center, LLC was primarily driven by the reversal of previously recognized unrealized depreciation reclassified
to realized losses.
The $4.7 million net change in unrealized appreciation
in our investment in GreyHeller LLC was primarily driven by improved financial performance.
The $4.2 million net change in unrealized appreciation
in our investment in Netreo Holdings, LLC was primarily driven by growth and improved financial performance.
The $3.0 million of unrealized appreciation in
our investment in Saratoga Investment Corp. CLO 2013-1, Ltd. was primarily driven by improved market performance, combined with outperformance
achieved from the assets in the CLO.
The $2.8 million net change in unrealized appreciation
in our investment in Schoox, Inc. was primarily driven by overall company performance.
The $2.7 million net change in unrealized appreciation
in our investment in Texas Teachers of Tomorrow, LLC was primarily driven by improved financial performance.
The $1.2 million net change in unrealized appreciation
in our investment in Destiny Solutions Inc. was primarily driven by improved financial performance.
The $1.8 million net change in unrealized depreciation
in our investment in Village Realty Holdings, LLC was primarily driven by the sale of that investment, resulting in a reversal of previously
recognized unrealized appreciation reclassified to realized gains.
The $2.3 million net change in unrealized depreciation
in our investment in Passageways, Inc. was primarily driven by the sale of that investment, resulting in a reversal of previously recognized
unrealized appreciation reclassified to realized gains.
Changes in net assets resulting from operations
For the three months ended August 31, 2022, we
recorded a net increase in net assets resulting from operations of $1.0 million. Based on 11,963,276 weighted average common shares outstanding
as of August 31, 2022, our per share net increase in net assets resulting from operations was $0.08 for the three months ended August
31, 2022. For the three months ended August 31, 2021, we recorded a net increase in net assets resulting from operations of $7.9
million. Based on 11,175,436 weighted average common shares outstanding as of August 31, 2021, our per share net increase in net
assets resulting from operations was $0.71 for the three months ended August 31, 2021.
For the six months ended August 31, 2022, we recorded
a net decrease in net assets resulting from operations of $0.5 million. Based on 12,037,855 weighted average common shares outstanding
as of August 31, 2022, our per share net decrease in net assets resulting from operations was $0.04 for the six months ended August 31,
2022. For the six months ended August 31, 2021, we recorded a net increase in net assets resulting from operations of $29.0 million.
Based on 11,172,787 weighted average common shares outstanding as of August 31, 2021, our per share net decrease in net assets resulting
from operations was $2.59 for the six months ended August 31, 2021.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We intend to continue to generate cash primarily
from cash flows from operations, including interest earned from our investments in debt in middle market companies, interest earned from
the temporary investment of cash in U.S. government securities and other high- quality debt investments that mature in one year or less,
the Encina Credit Facility, our continued access to the SBA debentures, future borrowings and future offerings of debt and equity securities.
Although we expect to fund the growth of our investment
portfolio through the net proceeds from future equity offerings, including our dividend reinvestment plan (“DRIP”) and our
equity ATM program, and issuances of senior securities or future borrowings, to the extent permitted by the 1940 Act, we cannot assure
you that our plans to raise capital will be successful. In this regard, because our common stock has historically traded at a price below
our current net asset value per share and we are limited in our ability to sell our common stock at a price below net asset value per
share, we have been and may continue to be limited in our ability to raise equity capital.
In addition, we intend to distribute to our stockholders
substantially all of our operating taxable income in order to satisfy the distribution requirement applicable to RICs under the Code.
In satisfying this distribution requirement, in accordance with certain applicable provisions of the Code and the Treasury regulations
and a revenue procedure issued by the Internal Revenue Service (“IRS”), a RIC may treat a distribution of its own stock as
fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or
stock of the RIC subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20%
of the aggregate declared distribution. We may rely on the revenue procedure in future periods to satisfy our RIC distribution requirement.
Also, as a BDC, we generally are required to meet
a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities,
which include all of our borrowings and any outstanding preferred stock, of at least 200.0%, reduced to 150.0% effective April 16, 2019
following the approval received from the board of directors, including a majority of our independent directors, on April 16, 2018. This
requirement limits the amount that we may borrow. Our asset coverage ratio, as defined in the 1940 Act, was 184.2% as of August 31, 2022
and 209.2% as of February 28, 2022. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional
capital from various sources, including the equity markets and other debt-related markets, which may or may not be available on favorable
terms, if at all.
Consequently, we may not have the funds or the
ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio
companies, to pay dividends or to repay borrowings. Also, the illiquidity of our portfolio investments may make it difficult for us to
sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded
value.
Due to the diverse capital sources available to
us at this time, we believe we have adequate liquidity to support our near-term capital requirements. As the impact of COVID-19 continues
to evolve, we will continually evaluate our overall liquidity position and take proactive steps to maintain that position based on the
current circumstances. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with
“Recent COVID-19 Developments” above, as well as with the notes of our consolidated financial statements.
Madison Revolving Credit Facility
The senior secured revolving credit facility we
entered into with Madison Capital Funding LLC (the “Madison Credit Facility”) on June 30, 2010, was most recently amended
on September 3, 2021 and then fully repaid and terminated on October 4, 2021.
Encina Credit Facility
Below is a summary of the terms of the senior secured
revolving credit facility we entered into with Encina Lender Finance, LLC on October 4, 2021.
Commitment. The Company entered into a senior
secured revolving credit facility in the initial facility amount of $50.0 million (the “Facility Amount”). The Company has
the ability to request an increase in the Facility Amount during the first two years following the closing date to up to $75.0 million.
The commitment termination date is October 4, 2024.
Availability. The Company can draw up to
the lesser of (i) the Facility Amount and (ii) the Borrowing Base. The Borrowing Base is an amount equal to (i) the difference of (A)
the product of the applicable advance rate which varies from 50.0% to 75.0% depending on the type of loan asset (Defaulted Loans being
excluded in that they carry an advance rate of 0%) and the value, determined in accordance with the Encina Credit Facility (the “Adjusted
Borrowing Value”), of certain “eligible” loan assets pledged as security for the loan (the “Borrowing Base Value”)
and (B) the Excess Concentration Amount, as calculated in accordance with the Encina Credit Facility, plus (ii) any amounts held in the
Prefunding Account and, without duplication, Excess Cash held in the Collection Account, less (iii) the product of (a) the amount of any
undrawn funding commitments the Company has under any loan asset and (b) the Unfunded Exposure Haircut Percentage, and less (iv) $100,000.
Each loan asset held by the Company as of the date on which the Encina Credit Facility was closed was valued as of that date and each
loan asset that the Company acquires after such date will be valued at the lowest of its fair value, its face value (excluding accrued
interest) and the purchase price paid for such loan asset. Adjustments to the value of a loan asset will be made to reflect, among other
things and under certain circumstances, changes in its fair value, a default by the obligor on the loan asset, insolvency of the obligor,
acceleration of the loan asset, and certain modifications to the terms of the loan asset.
The Encina Credit Facility contains limitations
on the type of loan assets that are “eligible” to be included in the Borrowing Base and as to the concentration level of certain
categories of loan assets in the Borrowing Base such as restrictions on geographic and industry concentrations, asset size and quality,
payment frequency, status and terms, average life, and collateral interests. In addition, if an asset is to remain an “eligible”
loan asset, the Company may not make changes to the payment, amortization, collateral and certain other terms of the loan assets without
the consent of the administrative agent that will either result in subordination of the loan asset or be materially adverse to the lenders.
The Encina Credit Facility requires certain minimum
drawn amounts. For the period beginning on the closing date and ended April 4, 2022, the minimum funding amount was $12.5 million. For
the period beginning on April 5, 2022 through maturity, the minimum funding amount is the greater of $25.0 million and 50% of the Facility
Amount in effect from time to time.
Collateral. The Encina Credit Facility is
secured by assets of Saratoga Investment Funding II LLC (“SIF II”) and pledged to the lender under the credit facility. SIF
II is a wholly owned special purpose entity formed by the Company for the purpose of entering into the Encina Credit Facility.
Interest Rate and Fees. Under the Encina
Credit Facility, funds are borrowed from or through certain lenders at the greater of the prevailing LIBOR rate and 0.75%, plus an applicable
margin of 4.00%. The Encina Credit Facility includes benchmark replacement provisions which permit the Administrative Agent and the Borrower
to select a replacement rate upon the unavailability of LIBOR. In addition, the Company pays the lenders a commitment fee of 0.75% per
year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of
the Encina Credit Facility for the duration of the term of the credit facility. Accrued interest and commitment fees are payable monthly
in arrears. The Company was also obligated to pay certain other fees to the lenders in connection with the closing of the Encina Credit
Facility.
Collateral Tests. It is a condition precedent
to any borrowing under the Encina Credit Facility that the principal amount outstanding under the Encina Credit Facility, after giving
effect to the proposed borrowings, not exceed the Borrowing Base (the “Borrowing Base Test”). In addition to satisfying the
Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the “Collateral Tests”):
| o | Interest Coverage Ratio. The ratio (expressed as a
percentage) of interest collections with respect to pledged loan assets, less certain fees and expenses relating to the Encina Credit
Facility, to accrued interest and commitment fees payable to the lenders under the Encina Credit Facility for the last 6 payment periods
must equal at least 175.0%. |
| o | Overcollateralization Ratio. The ratio (expressed as
a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets plus the fair value of certain
ineligible pledged loan assets (in each case, subject to certain adjustments) to outstanding borrowings under the Encina Credit Facility
plus the Unfunded Exposure Amount must equal at least 200.0%. |
The Encina Credit Facility also may require payment
of outstanding borrowings or replacement of pledged loan assets upon the Company’s breach of its representation and warranty that
pledged loan assets included in the Borrowing Base are “eligible” loan assets. Such ineligible collateral loans will be excluded
from the calculation of the Borrowing Base and may lead to a Borrowing Base Deficiency, which may be cured by effecting one or more (or
any combination thereof) of the following actions: (A) deposit into or credit to the collection account cash and eligible investments,
(B) repay outstanding borrowings (together with certain costs and expenses), (C) sell or substitute loan assets in accordance with the
Encina Credit Facility, or (D) pledge additional loan assets as collateral. Compliance with the Collateral Tests is also a condition to
the discretionary sale of pledged loan assets by the Company.
Priority of Payments. The priority of payments
provisions of the Encina Credit Facility require, after payment of specified fees and expenses, that collections of interest from the
loan assets and, to the extent that these are insufficient, collections of principal from the loan assets, be applied on each payment
date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage Ratio
would not otherwise be met.
Operating Expenses. The priority of payments
provision of the Encina Credit Facility provides for the payment of certain operating expenses of the Company out of collections on interest
and principal in accordance with the priority established in such provision. The operating expenses payable pursuant to the priority of
payment provisions is limited to $200,000 per annum.
Covenants; Representations and Warranties; Events
of Default. The Encina Credit Facility contains customary representations and warranties, affirmative covenants, negative covenants
and events of default. The Encina Credit Facility does not contain grace periods for breach by the Company of any negative covenants or
of certain of the affirmative covenants, including, without limitation, those related to preservation of the existence and separateness
of the Company. Other events of default under the Encina Credit Facility include, among other things, the following:
| o | failure of the Company to maintain an Interest Coverage Ratio
of less than 175.0%; |
| o | failure of the Company to maintain an Overcollateralization
Ratio of less than 200.0%; |
| o | the filing of certain ERISA or tax liens on assets of the Company
or the Equityholder; |
| o | failure by Specified Holders to collectively, directly or indirectly,
own and control at least 51% of the outstanding equity interests of Saratoga Investment Advisor, or (y) possess the right to elect (through
contract, ownership of voting securities or otherwise) at all times a majority of the board of directors (or similar governing body)
of Saratoga Investment Advisor and to direct the management policies and decisions of Saratoga Investment Advisor, or (ii) the dissolution,
termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets
of, Saratoga Investment Advisor; |
| o | indictment or conviction of Saratoga Investment Advisors or
any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of funds by Saratoga Investment Advisors
or any “key person” and, in the case of “key persons,” without a reputable, experienced individual reasonably
satisfactory to Encina Lender Finance appointed to replace such key person within 30 days; |
| o | resignation, termination, disability or death of a “key
person” or failure of any “key person” to provide active participation in Saratoga Investment Advisors’ daily
activities, all without a reputable, experienced individual reasonably satisfactory to Encina Lender Finance appointed within 30 days. |
Fees and Expenses. The Company paid certain
fees and reimbursed Encina Lender Finance, LLC for the aggregate amount of all documented, out-of-pocket costs and expenses, including
the reasonable fees and expenses of lawyers, incurred by Encina Lender Finance, LLC in connection with the Encina Credit Facility and
the carrying out of any and all acts contemplated thereunder up to and as of the date of closing. These amounts totaled $1.4 million.
As of August 31, 2022, we had $25.0 million outstanding
borrowings under the Encina Credit Facility and $233.6 million of SBA- guaranteed debentures outstanding (which are discussed below).
SBA-guaranteed debentures
In addition, we, through two wholly owned subsidiaries,
sought and obtained licenses from the SBA to operate an SBIC. In this regard, on March 28, 2012, our wholly owned subsidiary, Saratoga
Investment Corp. SBIC LP, received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment
Act of 1958 and on August 14, 2019, our wholly owned subsidiary, Saratoga Investment Corp. SBIC II LP, also received a license. SBICs
are designated to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans
to eligible small businesses and invest in the equity securities of small businesses.
The SBIC licenses allows our SBIC subsidiaries
to obtain leverage by issuing SBA-guaranteed debentures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest
payable semi-annually and have a ten-year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior
to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis
at a market-driven spread over U.S. Treasury Notes with 10-year maturities.
SBA regulations previously limited the amount that
our SBIC subsidiary may borrow to a maximum of $150.0 million when it has at least $75.0 million in regulatory capital, receives a capital
commitment from the SBA and has been through an examination by the SBA subsequent to licensing. This maximum has been increased by SBA
regulators for new licenses to $175.0 million of SBA debentures when it has at least $87.5 million in regulatory capital. SBIC II LP’s
SBIC license provides up to $175.0 million in additional long-term capital in the form of SBA-guaranteed debentures. The SBIC LP and SBIC
II LP are regulated by the SBA. As a result of the 2016 omnibus spending bill signed into law in December 2015, the maximum amount of
SBA-guaranteed debentures that affiliated SBIC funds can have outstanding was increased from $225.0 million to $350.0 million, subject
to SBA approval. Our wholly owned SBIC subsidiaries are able to borrow funds from the SBA against regulatory capital (which generally
approximates equity capital in the respective SBIC) and is subject to customary regulatory requirements, including, but not limited to,
a periodic examination by the SBA. With this license approval, Saratoga can grow its SBA relationship from $150.0 million to $325.0 million
of committed capital.
We received exemptive relief from the SEC to permit
us to exclude the senior securities issued by of our SBIC subsidiaries from the definition of senior securities in the asset coverage
requirement applicable to the Company under the 1940 Act. This allows us increased flexibility under the asset coverage requirement by
permitting us to borrow up to $325.0 million more than we would otherwise be able to absent the receipt of this exemptive relief. On April
16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our independent directors
approved of our becoming subject to a reduced minimum asset coverage ratio of 150.0% from 200% under Sections 18(a)(1) and 18(a)(2) of
the 1940 Act. The 150% asset coverage ratio became effective on April 16, 2019.
As of August 31, 2022, our SBIC LP subsidiary
had $75.0 million in regulatory capital and $67.7 million in SBA-guaranteed debentures outstanding and our SBIC II LP subsidiary had
$87.5 million in regulatory capital and $166.0 million in SBA-guaranteed debentures outstanding.
Unsecured notes
In May 2013, the Company issued $48.3 million in
aggregate principal amount of 7.50% fixed-rate notes due 2020 (the “2020 Notes”). The 2020 Notes were redeemed in full on
January 13, 2017 and are no longer listed on the NYSE.
On May 29, 2015, we entered into a Debt Distribution
Agreement with Ladenburg Thalmann & Co Inc. through which we may offer for sale, from time to time, up to $20.0 million in aggregate
principal amount of the 2020 Notes through an ATM offering. Prior to the 2020 Notes being redeemed in full, the Company had sold 539,725
bonds with a principal of $13.5 million at an average price of $25.31 for aggregate net proceeds of $13.4 million (net of transaction
costs).
On December 21, 2016, we issued $74.5 million in
aggregate principal amount of our 2023 Notes for net proceeds of $71.7 million after deducting underwriting commissions of approximately
$2.3 million and offering costs of approximately $0.5 million. The net proceeds from the offering were used to repay all of the outstanding
indebtedness under the 2020 Notes (as described above), and for general corporate purposes in accordance with our investment objective
and strategies. On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.5 million, respectively, in aggregate
principal amount of the $74.5 million in aggregate principal amount of the issued and outstanding 2023 Notes and are no longer listed
on the NYSE.
On August 28, 2018, the Company issued $40.0 million
in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $38.7 million after deducting underwriting commissions of approximately
$1.3 million. Offering costs incurred were approximately $0.3 million. The issuance included the full exercise of the underwriters’
option to purchase an additional $5.0 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from
the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6
million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.
On February 5, 2019, the Company issued an additional
$20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions
of approximately $0.6 million and discount of $0.2 million. The additional 6.25% 2025 Notes were treated as a single series with the existing
6.25% 2025 Notes under the indenture and had the same terms as the existing 6.25% 2025 Notes. Offering costs incurred were approximately
$0.2 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate
principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from this offering were used for general corporate purposes in accordance
with our investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025 Notes have been
capitalized and were amortized over the term of the 6.25% 2025 Notes.
On August 31, 2021, the Company redeemed $60.0
million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes at par. The 6.25% 2025 Notes were listed on the NYSE
under the trading symbol of “SAF” with a par value of $25.00 per share and have been delisted following the full redemption
on August 31, 2021.
On June 24, 2020, the Company issued
$37.5 million in aggregate principal amount of our 7.25% fixed-rate notes due 2025 (the “7.25% 2025 Notes”) for net proceeds
of $36.3 million after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3
million. On July 6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal
amount of its 7.25% unsecured notes due 2025. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of
approximately $0.2 million. The net proceeds from the offering were used for general corporate
purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 7.25% 2025 Notes have
been capitalized and were amortized over the term of the 7.25% 2025 Notes.
On July 14, 2022, the Company redeemed
$43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes. The 7.25% 2025 Notes were listed on the NYSE
under the trading symbol of “SAK”, and have been delisted following the full redemption on July 14, 2022.
On July 9, 2020, the Company issued $5.0 million
in aggregate principal amount of our 7.75% fixed-rate Notes due in 2025 (the “7.75% 2025 Notes”) for net proceeds of $4.8
million after deducting underwriting commissions of approximately $0.2 million. Offering costs incurred were approximately $0.1 million.
Interest on the 7.75% Notes 2025 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per
year, beginning August 31, 2020. The 7.75% Notes 2025 mature on July 9, 2025 and may be redeemed in whole or in part at any time or from
time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment
objective and strategies. Financing costs of $0.3 million related to the 7.75% Notes 2025 have been capitalized and are being amortized
over the term of the 7.75% 2025 Notes. The 7.75% 2025 Notes are unlisted and have a par value of $25.00 per share.
At August 31, 2022, the total 7.75% 2025 Notes
outstanding was $5.0 million.
On December 29, 2020, the Company issued $5.0 million
in aggregate principal amount of our 6.25% fixed-rate notes due in 2027 (the “6.25% Notes 2027”). Offering costs incurred
were approximately $0.1 million. Interest on the 6.25% Notes 2027 is paid quarterly in arrears on February 28, May 31,
August 31 and November 30, at a rate of 6.25% per year, beginning February 28, 2021. The 6.25% Notes 2027 mature on December
29, 2027 and may be redeemed in whole or in part at any time or from time to time at our option, on or after December 29, 2024. The net
proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing
costs of $0.1 million related to the 6.25% Notes 2027 have been capitalized and are being amortized over the term of the 6.25% Notes
2027.
On January 28, 2021, the Company issued $10.0
million in aggregate principal amount of the 6.25% Notes 2027 for net proceeds of $9.7 million after deducting underwriting commissions
of approximately $0.3 million. Offering costs incurred were approximately $0.0 million. Interest on the 6.25% Notes 2027 is paid quarterly
in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year. The 6.25% Notes 2027 mature on January 28,
2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or from time to time at our option on or after
December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective
and strategies. Financing costs of $0.3 million related to the 6.25% Notes 2027 have been capitalized and are being amortized over the
term of the 6.25% Notes 2027.
At August 31, 2022, the total 6.25% 2027 Notes
outstanding was $15.0 million.
On March 10, 2021, the Company issued $50.0 million
in aggregate principal amount of the 4.375% Notes 2026 for net proceeds of $49.0 million after deducting underwriting commissions of approximately
$1.0 million. Offering costs incurred were approximately $0.2 million. Interest on the 4.375% Notes 2026 is paid semi-annually
in arrears on February 28 and August 28, at a rate of 4.375% per year. The 4.375% Notes 2026 mature on February 28, 2026 and may
be redeemed in whole or in part at any time on or after November 28, 2025 at par plus a “make-whole” premium, and thereafter
at par. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies.
Financing costs of $1.2 million related to the 4.375% Notes 2026 have been capitalized and are being amortized over the term of the
4.375% Notes 2026.
On July 15, 2021, the Company issued an additional
$125.0 million in aggregate principal amount of the Company’s 4.375% Notes 2026 (the “Additional 4.375% 2026 Notes”)
for net proceeds for approximately $123.5 million, based on the public offering price of 101.00% of the aggregate principal amount of
the Additional 4.375% 2026 Notes, after deducting the underwriting discount of $2.5 million and offering expenses of $0.2 million payable
by the Company. The net proceeds from the offering were used to redeem all of the outstanding 6.25% 2025 Notes (as described above), and
for general corporate purposes in accordance with our investment objective and strategies. The Additional 4.375% 2026 Notes were treated
as a single series with the existing 4.375% 2026 Notes under the indenture and had the same terms as the existing 4.375% 2026 Notes.
At August 31, 2022, the total 4.375% Notes 2026
outstanding was $175.0 million.
On January 19, 2022, the
Company issued $75.0 million in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% Notes 2027”)
for net proceeds of $73.0 million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% Notes
2027, after deducting the underwriting commissions of approximately $1.5 million. Offering costs
incurred were approximately $0.2 million. Interest on the 4.35% Notes 2027 is paid semi-annually in arrears on February 28
and August 28, at a rate of 4.35% per year, beginning August 28, 2022. The 4.35% Notes 2027 mature on February 28, 2027 and may
be redeemed in whole or in part at the Company’s option at any time prior to November 28, 2026, at par plus a “make-whole”
premium, and thereafter at par. The net proceeds from the offering were used for general
corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.7 million related to the 4.35%
Notes 2027 have been capitalized and are being amortized over the term of the Notes.
At August 31, 2022 the total 4.35% Notes 2027
outstanding was $75.0 million.
On April 27, 2022, the Company issued $87.5 million
in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% Notes 2027”) for net proceeds of $84.8 million
after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May
10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of its
6.00% Notes 2027. Net proceeds to the Company were $9.7 million after deducting underwriting commissions of approximately $0.3 million.
Interest on the 6.00% Notes 2027 is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per
year, beginning August 31, 2022. The 6.00% Notes 2027 mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in whole
or in part at any time or from time to time at our option. Financing costs of $3.0 million related to the 6.00% Notes 2027 have been capitalized
and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT”
with a par value of $25.00 per share.
On August 15, 2022, the Company issued $8.0 million
in aggregate principal amount of our 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $7.8 million,
based on the public offering price of 97.80% of the aggregate principal amount of the 6.00% Notes 2027. Additional offering costs incurred
were approximately $0.03 million. Additional financing costs of $0.03 million related to the 6.00% 2027 Notes have been capitalized
and are being amortized over the term of the 6.00% 2027 Notes.
At August 31, 2022 the total 6.00% Notes 2027
outstanding was $105.5 million.
At August 31, 2022 and February 28, 2022, the fair value of investments, cash and cash equivalents and cash and cash equivalents, reserve accounts were as follows:
| |
August 31, 2022 | | |
February 28, 2022 | |
| |
Fair Value | | |
Percentage
of Total | | |
Fair Value | | |
Percentage
of Total | |
| |
($ in thousands) | |
Cash and cash equivalents | |
$ | 3,068 | | |
| 0.3 | % | |
$ | 47,258 | | |
| 5.4 | % |
Cash and cash equivalents, reserve accounts | |
| 9,579 | | |
| 1.0 | | |
| 5,613 | | |
| 0.6 | |
First lien term loans | |
| 793,011 | | |
| 80.5 | | |
| 631,573 | | |
| 72.6 | |
Second lien term loans | |
| 23,662 | | |
| 4.5 | | |
| 44,385 | | |
| 5.1 | |
Unsecured term loans | |
| 16,841 | | |
| 1.8 | | |
| 38,030 | | |
| 4.4 | |
Structured finance securities | |
| 32,327 | | |
| 3.4 | | |
| 15,931 | | |
| 1.8 | |
Equity interests | |
| 82,096 | | |
| 8.5 | | |
| 87,648 | | |
| 10.1 | |
Total | |
$ | 960,584 | | |
| 100.0 | % | |
$ | 870,438 | | |
| 100.0 | % |
On July 13, 2018, the Company issued 1,150,000
shares of its common stock priced at $25.00 per share (par value $0.001 per share) at an aggregate total of $28.75 million. The net proceeds,
after deducting underwriting commissions of $1.15 million and offering costs of approximately $0.2 million, amounted to approximately
$27.4 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of its common
stock, which was not exercised.
On March 16, 2017, we entered into
an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to
$30.0 million of our common stock through an ATM offering. Subsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were added
to the equity ATM program. On July 11, 2019, the amount of the common stock to be offered was increased to $70.0 million, and on October
8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021,
and as of that date, the Company had sold 3,922,018 shares for gross proceeds of $97.1 million at an average price of $24.77 for aggregate
net proceeds of $95.9 million (net of transaction costs).
On July 30, 2021, we entered into
an equity distribution agreement with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (the “Agents”),
through which we may offer for sale, from time to time, up to $150.0 million of our common stock through the Agents, or to them, as principal
for their account. As of August 31, 2022, the Company sold 4,840,361 shares for gross proceeds of $124.0 million at an average price of
$25.61 for aggregate net proceeds of $122.4 million (net of transaction costs). During the three and six months ended August 31, 2022,
there were no shares sold pursuant to the equity distribution agreement with the Agents.
On September 24, 2014, the Company announced the
approval of an open market share repurchase plan that allowed it to repurchase up to 200,000 shares of its common stock at prices below
its NAV as reported in its then most recently published consolidated financial statements (the “Share Repurchase Plan”).
On October 7, 2015, our board of directors extended the Share Repurchase Plan for another year and increased the number of shares the
Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements,
to 400,000 shares of its common stock. On October 5, 2016, our board of directors extended the Share Repurchase Plan for another year
to October 15, 2017 and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in
its then most recently published consolidated financial statements, to 600,000 shares of its common stock. On October 10, 2017, January
8, 2019 and January 7, 2020, our board of directors extended the Share Repurchase Plan for another year to October 15, 2018, January
15, 2020 and January 15, 2021, respectively, each time leaving the number of shares unchanged at 600,000 shares of its common stock.
On May 4, 2020, our board of directors increased the Share Repurchase Plan to 1.3 million shares of common stock. On January 5, 2021,
our board of directors extended the Shares Repurchase Plan for another year to January 15, 2022, leaving the number of shares unchanged
at 1.3 million shares of common stock. On January 4, 2022, our board of directors extended the Shares Repurchase Plan for another year
to January 15, 2023, leaving the number of shares unchanged at 1.3 million shares of common stock. As of August 31, 2022, the Company
purchased 803,963 shares of common stock, at the average price of $21.47 for approximately $17.3 million pursuant to the Share Repurchase
Plan. During the three months ended August 31, 2022, the Company purchased 153,350 shares of common stock, at the average price of $24.04
for approximately $3.7 million pursuant to the Share Repurchase Plan. During the six months ended August 31, 2022, the Company purchased
295,527 shares of common stock, at the average price of $25.11 for approximately $7.4 million pursuant to the Share Repurchase Plan.
On August 29, 2022, the Company declared a dividend
of $0.54 per share payable on September 29, 2022, to common stockholders of record on September 14, 2022. Shareholders have the option
to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder
elections, the dividend consisted of approximately $5.3 million in cash and 52,313 newly issued shares of common stock, or 0.4% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $22.00 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
September 16, 19, 20, 21, 22, 23, 26, 27, 28 and 29, 2022.
On May 26, 2022, the Company declared a dividend
of $0.53 per share payable on June 29, 2022, to common stockholders of record on June 14, 2022. Shareholders have the option to receive
payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections,
the dividend consisted of approximately $5.1 million in cash and 48,590 newly issued shares of common stock, or 0.4% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $22.40 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15,
16, 17, 21, 22, 23, 24, 27, 28 and 29, 2022.
On February 24, 2022, the Company declared a dividend
of $0.53 per share payable on March 28, 2022, to common stockholders of record on March 14, 2022. Shareholders have the option to receive
payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections,
the dividend consisted of approximately $5.3 million in cash and 42,825 newly issued shares of common stock, or 0.4% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $25.89 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15,
16, 17, 18, 21, 22, 23, 24, 25 and 28, 2022.
On November 30, 2021, the Company declared a dividend
of $0.53 per share payable on January 19, 2022, to common stockholders of record on January 4, 2021. Shareholders have the option to receive
payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections,
the dividend consisted of approximately $5.3 million in cash and 41,520 newly issued shares of common stock, or 0.3% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $26.85 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 5,
6, 7, 10, 11, 12, 13, 14, 18 and 19, 2022.
On August 26, 2021, the Company declared a dividend
of $0.52 per share payable on September 28, 2021, to common stockholders of record on September 14, 2021. Shareholders have the option
to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder
elections, the dividend consisted of approximately $4.9 million in cash and 38,016 newly issued shares of common stock, or 0.3% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $26.76 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
September 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2021.
On May 27, 2021, the Company declared a dividend
of $0.44 per share payable on June 29, 2021, to common stockholders of record on June 15, 2021. Shareholders have the option to receive
payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections,
the dividend consisted of approximately $4.1 million in cash and 33,100 newly issued shares of common stock, or 0.3% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $25.03 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 16,
17, 18, 21, 22, 23, 24, 25, 28 and 29, 2021.
On March 22, 2021, the Company declared a dividend
of $0.43 per share payable on April 22, 2021, to common stockholders of record on April 8, 2021. Shareholders have the option to receive
payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections,
the dividend consisted of approximately $3.9 million in cash and 38,580 newly issued shares of common stock, or 0.3% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $23.69 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 9,12,
13, 14, 15, 16, 19, 20, 21 and 22, 2021.
On January 5, 2021, our board of directors declared
a dividend of $0.42 per share, which was paid on February 10, 2021, to common stockholders of record as of January 26, 2021. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $3.8 million in cash and 41,388 newly issued shares of common stock, or 0.4% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $21.75 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
January 28, 29 and February 1, 2, 3, 4, 5, 8, 9 and 10, 2021.
On October 7, 2020, our board of directors declared
a dividend of $0.41 per share, which was paid on November 10, 2020, to common stockholders of record as of October 26, 2020. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $3.8 million in cash and 45,706 newly issued shares of common stock, or 0.4% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $17.63 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
October 28, 29, 30 and November 2, 3, 4, 5, 6, 9 and 10, 2020.
On July 7, 2020, the Company declared a dividend
of $0.40 per share payable on August 12, 2020, to common stockholders of record on July 27, 2020. Shareholders have the option to receive
payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder elections,
the dividend consisted of approximately $3.7 million in cash and 47,098 newly issued shares of common stock, or 0.4% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $16.45 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 30,
31 and August 3, 4, 5, 6, 7, 10, 11 and 12, 2020.
On January 8, 2020, the Company declared a dividend
of $0.56 per share, which was paid on February 6, 2020, to common stockholders of record on January 24, 2020. Shareholders had the option
to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder
elections, the dividend consisted of approximately $5.4 million in cash and 35,682 newly issued shares of common stock, or 0.3% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $25.44 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on
January 24, 27, 28, 29, 30, 31 and February 3, 4, 5 and 6, 2020.
On August 27, 2019, the Company declared a dividend
of $0.56 per share, which was paid on September 26, 2019, to common stockholders of record on September 13, 2019. Shareholders had the
option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based on shareholder
elections, the dividend consisted of approximately $4.5 million in cash and 34,575 newly issued shares of common stock, or 0.4% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $23.34 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on
September 13, 16, 17, 18, 19, 20, 23, 24, 25 and 26, 2019.
On May 28, 2019, our board of directors declared
a dividend of $0.55 per share, which was paid on June 27, 2019, to common stockholders of record as of June 13, 2019. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $3.6 million in cash and 31,545 newly issued shares of common stock, or 0.4%
of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was
calculated based on a price of $22.65 per share, which equaled 95% of the volume weighted average trading price per share of the common
stock on June 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2019.
On February 26, 2019, our board of directors
declared a dividend of $0.54 per share, which was paid on March 28, 2019, to common stockholders of record as of March 14,
2019. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP.
Based on shareholder elections, the dividend consisted of approximately $3.5 million in cash and 31,240 newly issued shares of common
stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock
portion was calculated based on a price of $21.36 per share, which equaled 95% of the volume weighted average trading price per share
of the common stock on March 15, 18, 19, 20, 21, 22, 25, 26, 27 and 28, 2019.
On November 27, 2018, our board of directors declared
a dividend of $0.53 per share, which was paid on January 2, 2019, to common stockholders of record on December 17, 2018. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the Company’s DRIP. Based
on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 30,796 newly issued shares of common stock,
or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion
was calculated based on a price of $18.88 per share, which equaled 95.0% of the volume weighted average trading price per share of the
common stock on December 18, 19, 20, 21, 24, 26, 27, 28, 31, 2018 and January 2, 2019.
On August 28, 2018, our board of directors declared
a dividend of $0.52 per share, which was paid on September 27, 2018, to common stockholders of record as of September 17, 2018. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $3.3 million in cash and 25,862 newly issued shares of common stock, or 0.3% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $22.35 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on
September 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2018.
On May 30, 2018, our board of directors declared
a dividend of $0.51 per share, which was paid on June 27, 2018, to common stockholders of record as of June 15, 2018. Shareholders had
the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections,
the dividend consisted of approximately $2.7 million in cash and 21,562 newly issued shares of common stock, or 0.3% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $23.72 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14,
15, 18, 19, 20, 21, 22, 25, 26 and 27, 2018.
On February 26, 2018, our board of directors declared
a dividend of $0.50 per share, which was paid on March 26, 2018, to common stockholders of record as of March 14, 2018. Shareholders had
the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections,
the dividend consisted of approximately $2.6 million in cash and 25,354 newly issued shares of common stock, or 0.4% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $19.91 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 13,
14, 15, 16, 19, 20, 21, 22, 23 and 26, 2018.
On November 29, 2017, our board of directors declared
a dividend of $0.49 per share, which was paid on December 27, 2017, to common stockholders of record on December 15, 2017. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $2.5 million in cash and 25,435 newly issued shares of common stock, or 0.4% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $21.14 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
December 13, 14, 15, 18, 19, 20, 21, 22, 26 and 27, 2017.
On August 28, 2017, our board of directors
declared a dividend of $0.48 per share, which was paid on September 26, 2017, to common stockholders of record on September 15,
2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP.
Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551 newly issued shares of common
stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock
portion was calculated based on a price of $20.19 per share, which equaled 95% of the volume weighted average trading price per share
of the common stock on September 13, 14, 15, 18, 19, 20, 21, 22, 25 and 26, 2017.
On May 30, 2017, our board of directors declared
a dividend of $0.47 per share, which was paid on June 27, 2017, to common stockholders of record on June 15, 2017. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares of common stock, or 0.4%
of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was
calculated based on a price of $20.04 per share, which equaled 95% of the volume weighted average trading price per share of the common
stock on June 14, 15, 16, 19, 20, 21, 22, 23, 26 and 27, 2017.
On February 28, 2017, our board of directors declared
a dividend of $0.46 per share, which was paid on March 28, 2017, to common stockholders of record as of March 15, 2017. Shareholders had
the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections,
the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares of common stock, or 0.5% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $21.38 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15,
16, 17, 20, 21, 22, 23, 24, 27 and 28, 2017.
On January 12, 2017, our board of directors declared
a dividend of $0.45 per share, which was paid on February 9, 2017, to common stockholders of record as of January 31, 2017. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $1.6 million in cash and 50,453 newly issued shares of common stock, or 0.9% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $20.25 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
January 27, 30, 31 and February 1, 2, 3, 6, 7, 8 and 9, 2017.
On October 5, 2016, our board of directors declared
a dividend of $0.44 per share, which was paid on November 9, 2016, to common stockholders of record as of October 31, 2016. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $17.12 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016.
On August 8, 2016, our board of directors declared
a special dividend of $0.20 per share, which was paid on September 5, 2016, to common stockholders of record as of August 24, 2016. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $17.06 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016.
On July 7, 2016, our board of directors declared
a dividend of $0.43 per share, which was paid on August 9, 2016, to common stockholders of record as of July 29, 2016. Shareholders had
the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections,
the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $16.32 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on July 27,
28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016.
On March 31, 2016, our board of directors declared
a dividend of $0.41 per share, which was paid on April 27, 2016, to common stockholders of record as of April 15, 2016. Shareholders had
the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections,
the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $15.43 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 14,
15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016.
On January 12, 2016, our board of directors declared
a dividend of $0.40 per share, which was paid on February 29, 2016, to common stockholders of record as of February 1, 2016. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $13.11 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
February 16, 17, 18, 19, 22, 23, 24, 25, 26 and 29, 2016.
On October 7, 2015, our board of directors declared
a dividend of $0.36 per share, which was paid on November 30, 2015, to common stockholders of record as of November 2, 2015. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $14.53 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
November 16, 17, 18, 19, 20, 23, 24, 25, 27 and 30, 2015.
On July 8, 2015, our board of directors declared
a dividend of $0.33 per share, which was paid on August 31, 2015, to common stockholders of record as of August 3, 2015. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock, or 0.9% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $15.28 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
August 18, 19, 20, 21, 24, 25, 26, 27, 28 and 31, 2015.
On May 14, 2015, our board of directors declared
a special dividend of $1.00 per share, which was paid on June 5, 2015, to common stockholders of record on as of May 26, 2015. Shareholders
had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $16.47 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
May 22, 26, 27, 28, 29 and June 1, 2, 3, 4 and 5, 2015.
On April 9, 2015, our board of directors declared
a dividend of $0.27 per share, which was paid on May 29, 2015, to common stockholders of record as of May 4, 2015. Shareholders had the
option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder elections,
the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock, or 0.6% of our outstanding
common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on
a price of $16.78 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on May 15, 18,
19, 20, 21, 22, 26, 27, 28 and 29, 2015.
On September 24, 2014, our board of directors declared
a dividend of $0.22 per share, which was paid on February 27, 2015, to common stockholders of record on February 2, 2015. Shareholders
have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to the DRIP. Based on shareholder
elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock, or 0.5% of our
outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated
based on a price of $14.97 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on
February 13, 17, 18, 19, 20, 23, 24, 25, 26 and 27, 2015.
Also, on September
24, 2014, our board of directors declared a dividend of $0.18 per share, which was paid on November 28, 2014, to
common stockholders of record on November 3, 2014. Shareholders had the option to receive payment of the dividend in cash or receive shares
of common stock pursuant to the DRIP. Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and
22,283 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares
of common stock comprising the stock portion was calculated based on a price of $14.37 per share, which equaled 95% of the volume weighted
average trading price per share of the common stock on November 14, 17, 18, 19, 20, 21, 24, 25, 26 and 28, 2014.
On October 30, 2013, our board of directors declared
a dividend of $2.65 per share, which was paid on December 27, 2013, to common stockholders of record as of November 13, 2013. Shareholders
had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock,
provided that the aggregate cash payable to all shareholders was limited to approximately $2.5 million or $0.53 per share. This dividend
was declared in reliance on certain private letter rulings issued by the IRS concluding that a RIC may treat a distribution of its own
stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either
cash or stock of the RIC subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation
must be at least 20.0% of the aggregate declared distribution. Based on shareholder elections, the dividend consisted of approximately
$2.5 million in cash and 649,500 shares of common stock, or 13.7% of our outstanding common stock prior to the dividend payment. The
amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the
payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising
the stock portion was calculated based on a price of $15.439 per share, which 95% of equaled the volume weighted average trading price
per share of the common stock on December 11, 13, and 16, 2013.
On November 9, 2012, our board of directors declared
a dividend of $4.25 per share, which was paid on December 31, 2012, to common stockholders of record as of November 20, 2012. Shareholders
had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock,
provided that the aggregate cash payable to all shareholders was limited to approximately $3.3 million or $0.85 per share. Based on shareholder
elections, the dividend consisted of $3.3 million in cash and 853,455 shares of common stock, or 22.0% of our outstanding common stock
prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend
amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares
of common stock comprising the stock portion was calculated based on a price of $15.444 per share, which equaled 95% of the volume weighted
average trading price per share of the common stock on December 14, 17 and 19, 2012.
On November 15, 2011, our board of directors declared
a dividend of $3.00 per share, which was paid on December 30, 2011, to common stockholders of record as of November 25, 2011. Shareholders
had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock,
provided that the aggregate cash payable to all shareholders was limited to $2.0 million or $0.60 per share. Based on shareholder elections,
the dividend consisted of $2.0 million in cash and 599,584 shares of common stock, or 18.0% of our outstanding common stock prior to the
dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount,
thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of
common stock comprising the stock portion was calculated based on a price of $13.117067 per share, which equaled 95% of the volume weighted
average trading price per share of the common stock on December 20, 21 and 22, 2011.
On November 12, 2010, our board of directors declared
a dividend of $4.40 per share to shareholders payable in cash or shares of our common stock, in accordance with the provisions of the
IRS Revenue Procedure 2010-12, which allows a publicly-traded regulated investment company to satisfy its distribution requirements with
a distribution paid partly in common stock provided that at least 10.0% of the distribution is payable in cash. The dividend was paid
on December 29, 2010 to common shareholders of record on November 19, 2010. Based on shareholder elections, the dividend consisted of
$1.2 million in cash and 596,235 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount
of cash elected to be received was greater than the cash limit of 10.0% of the aggregate dividend amount, thus resulting in the payment
of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock
portion was calculated based on a price of $17.8049 per share, which equaled 95% of the volume weighted average trading price per share
of the common stock on December 20, 21 and 22, 2010.
On November 13, 2009, our board of directors declared
a dividend of $18.25 per share, which was paid on December 31, 2009, to common stockholders of record as of November 25, 2009. Shareholders
had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock,
provided that the aggregate cash payable to all shareholders was limited to $2.1 million or $0.25 per share. Based on shareholder elections,
the dividend consisted of $2.1 million in cash and 864,872.5 shares of common stock, or 104.0% of our outstanding common stock prior to
the dividend payment. The amount of cash elected to be received was greater than the cash limit of 13.7% of the aggregate dividend amount,
thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of
common stock comprising the stock portion was calculated based on a price of $1.5099 per share, which equaled 95% of the volume weighted
average trading price per share of the common stock on December 24 and 28, 2009.
We cannot provide any assurance that these measures
will provide sufficient sources of liquidity to support our operations and growth.
Our asset coverage ratio, as defined in the 1940
Act, was 184.2% as of August 31, 2022 and 209.3% as of February 28, 2022.
Subsequent Events
On July 9, 2020, the Company entered into the Notes Purchase Agreement
(the “Notes Purchase Agreement”) governing the issuance of its 7.75% Notes due 2025 in the aggregate principal amount of $5.0
million to an institutional investor (the “Purchaser”) in a private placement. Pursuant to the terms of the Notes Purchase
Agreement, upon the mutual agreement of the Company and the Purchaser, the Company may issue additional notes with modified pricing terms,
in the aggregate, up to a maximum of $50.0 million in one or more private offerings. On January 28, 2021, the Company entered into the
First Supplemental Notes Purchase Agreement (the “First Supplemental Agreement”) governing the issuance of its 6.25% Notes
due 2027 in the aggregate principal amount of $10.0 million to the Purchaser in a private placement. On September 8, 2022, the Company
entered into the Second Supplemental Notes Purchase Agreement (the “Second Supplemental Agreement”) governing the issuance
of its 7.00% Notes due 2025 (the “7.00% 2025 Notes”) in the aggregate principal amount of $12.0 million to the Purchaser in
a private placement. In addition, pursuant to the Second Supplement Agreement, upon the mutual agreement of
the Company and the Purchaser, the Purchaser may purchase from the Company up to an additional $8.0 million in aggregate principal amount
of the 7.00% 2025 Notes by September 30, 2022, which did not occur. The 7.00% 2025 Notes
were delivered and paid for on September 8, 2022. Upon the issuance of the 7.00% 2025 Notes, the outstanding aggregate principal amount
of the Company’s unsecured notes held by the Purchaser under the Notes Purchase Agreement, the First Supplemental Agreement and
the Second Supplemental Agreement, collectively, is $27.0 million.
On September 29, 2022, the Company announced that it received notification
from the Small Business Administration (the “SBA”) that the Company’s application for a third Small Business Investment
Company (“SBIC”) license has been approved. The new SBIC license will provide up to $175 million in additional long-term capital
in the form of SBA-guaranteed debentures, subject to the issuance of a leverage commitment by the SBA. Under current SBIC regulations,
for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million with at least
$175.0 million in combined regulatory capital.
Contractual obligations
The
following table shows our payment obligations for repayment of debt and other contractual obligations at August 31, 2022:
| |
| | |
Payment Due by Period | |
Long-Term Debt Obligations | |
Total | | |
Less Than 1 Year | | |
1 - 3 Years | | |
3 - 5 Years | | |
More Than
5 Years | |
| |
($ in thousands) | |
Revolving credit facility | |
$ | 25,000 | | |
$ | - | | |
$ | 25,000 | | |
$ | - | | |
$ | - | |
SBA debentures | |
| 233,660 | | |
| - | | |
| 15,000 | | |
| 33,660 | | |
| 185,000 | |
7.75% 2025 Notes | |
| 5,000 | | |
| - | | |
| 5,000 | | |
| - | | |
| - | |
4.375% 2026 Notes | |
| 175,000 | | |
| - | | |
| - | | |
| 175,000 | | |
| - | |
4.35% 2027 Notes | |
| 75,000 | | |
| - | | |
| - | | |
| 75,000 | | |
| - | |
6.25% 2027 Notes | |
| 15,000 | | |
| - | | |
| - | | |
| - | | |
| 15,000 | |
6.00% 2027 Notes | |
| 105,500 | | |
| - | | |
| - | | |
| 105,500 | | |
| - | |
Total Long-Term Debt Obligations | |
$ | 634,160 | | |
$ | - | | |
$ | 45,000 | | |
$ | 389,160 | | |
$ | 200,000 | |
Off-balance sheet arrangements
As of August 31, 2022 and February 28, 2022, the
Company’s off-balance sheet arrangements consisted of $90.7 million and $83.4 million, respectively, of unfunded commitments outstanding
to provide debt financing to its portfolio companies or to fund limited partnership interests. Such commitments are generally up to the
Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and
are not reflected in the Company’s consolidated statements of assets and liabilities.
A summary of the unfunded commitments outstanding as of August 31, 2022 and February 28, 2022 is shown in the table below (dollars in thousands):
| |
August 31,
2022 | | |
February 28,
2022 | |
At Company’s discretion | |
| | |
| |
ActiveProspect, Inc. | |
$ | 10,000 | | |
$ | - | |
Artemis Wax | |
| 3,000 | | |
| 3,700 | |
Ascend Software LLC | |
| 5,000 | | |
| 5,000 | |
Axero Holdings | |
| - | | |
| 3,000 | |
Davisware | |
| 2,000 | | |
| 2,000 | |
Granite Comfort | |
| 5,000 | | |
| - | |
JDXpert | |
| 5,000 | | |
| - | |
Lee’s Famous Recipe Chicken | |
| 4,000 | | |
| 10,000 | |
Netreo Holdings, LLC | |
| - | | |
| 4,000 | |
Pepper Palace | |
| 3,000 | | |
| 3,000 | |
Procrement Partners | |
| - | | |
| 2,800 | |
Saratoga Senior Loan Fund I JV LLC | |
| 15,606 | | |
| 17,500 | |
Sceptre Hospitality Resources | |
| 250 | | |
| 1,000 | |
Book4Time, Inc. | |
| - | | |
| 2,000 | |
Total | |
$ | 52,856 | | |
$ | 54,000 | |
| |
| | | |
| | |
At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required | |
| | | |
| | |
Ascend Software LLC | |
$ | 4,200 | | |
$ | 6,500 | |
ARC Health | |
| 8,500 | | |
| - | |
Axero Holdings | |
| - | | |
| 2,000 | |
Axero Holdings - Revolver | |
| 500 | | |
| 500 | |
Davisware, LLC | |
| 1,000 | | |
| 1,000 | |
Exigo - DDTL | |
| 4,167 | | |
| - | |
Exigo - Revolver | |
| 833 | | |
| - | |
GDS Holdings US, Inc. | |
| 1,036 | | |
| 2,786 | |
Granite Comfort | |
| 5,000 | | |
| - | |
GoReact | |
| 500 | | |
| 2,500 | |
JDXpert | |
| 1,000 | | |
| - | |
Madison Logic - Revolver | |
| 1,084 | | |
| 1,084 | |
New England Dental Partners | |
| 4,500 | | |
| 4,500 | |
Pepper Palace - DDTL | |
| 2,000 | | |
| 2,000 | |
Pepper Palace - Revolver | |
| 2,500 | | |
| 2,500 | |
Zollege | |
| 1,000 | | |
| 1,000 | |
Lee’s Famous Recipe Chicken | |
| - | | |
| 3,000 | |
| |
| 37,820 | | |
| 29,370 | |
Total | |
$ | 90,676 | | |
$ | 83,370 | |
The Company believes its assets will provide adequate
coverage to satisfy these unfunded commitments. As of August 31, 2022, the Company had cash and cash equivalents of $12.6 million and
$25.0 million in available borrowings under the Encina Credit Facility.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Our business activities contain elements of market
risk. We consider our principal market risk to be the fluctuation in interest rates. Managing this risk is essential to our business.
Accordingly, we have systems and procedures designed to identify and analyze our risks, to establish appropriate policies and thresholds
and to continually monitor this risk and thresholds by means of administrative and information technology systems and other policies and
processes. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global
COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in value of
the securities held by us.
Interest rate risk is defined as the sensitivity
of our current and future earnings to interest rate volatility, including relative changes in different interest rates, variability of
spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may
have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between
the interest income earned on interest earning assets and our interest expense incurred in connection with our interest-bearing debt and
liabilities. Changes in interest rates can also affect, among other things, our ability to acquire leveraged loans, high yield bonds and
other debt investments and the value of our investment portfolio.
Our investment income is affected by fluctuations
in various interest rates, including LIBOR and the prime rate. Substantially all of our portfolio is, and we expect will continue to be,
comprised of floating rate investments that utilize LIBOR. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other
central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross
investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding
increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect
to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. Conversely, in
a rising interest rate environment, such difference could potentially increase thereby increasing our gross investment income as indicated
below. In March 2022, the Federal Reserve raised interest rates by 0.25%, the first increase since December 2018 and, since then, has
raised interest rates by an additional 2.00%, and indicated that it would continue to raise interest rates in response to ongoing inflation
concerns. Our interest expense is affected by fluctuations in LIBOR only on our Encina Credit Facility. In addition, substantially all
of our assets and our Encina Credit Facility have LIBOR transition language to include the use of an acceptable replacement rate, such
as SOFR. At August 31, 2022, we had $609.2 million of borrowings outstanding. In addition, there were $25.0 million borrowings outstanding
under the Encina Credit Facility as of August 31, 2022.
We have analyzed the potential impact of changes
in interest rates on interest income from investments. Assuming that our investments as of August 31, 2022 were to remain constant for
a full fiscal year and no actions were taken to alter the current interest rate terms, a hypothetical change of a 1.0% increase in interest
rates would cause a corresponding increase of approximately $8.1 million to our interest income. Conversely, a hypothetical change of
a 1.0% decrease in interest rates would cause a corresponding decrease of approximately $7.6 million to our interest income.
Changes in interest rates would have no impact
to our current interest and debt financing expense, as all our borrowings, except for the Encina Credit Facility, are fixed rate.
Although management believes that this measure
is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition
of the assets on the statements of assets and liabilities and other business developments that could magnify or diminish our sensitivity
to interest rate changes, nor does it account for divergences in LIBOR and the commercial paper rate, which have historically moved in
tandem but, in times of unusual credit dislocations, have experienced periods of divergence. Accordingly, no assurances can be given that
actual results would not materially differ from the potential outcome simulated by this estimate.
For further information, the following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of August 31, 2022.
Basis
Point
Change | | |
Increase
(Decrease)
in Interest
Income | | |
(Increase)
Decrease
in Interest
Expense | | |
Increase
(Decrease) in Net
Investment
Income | | |
Increase
(Decrease) in Net
Investment
Income per Share | |
| | |
($ in thousands) | | |
| |
-100 | | |
$ | (7,554 | ) | |
$ | - | | |
$ | (7,554 | ) | |
$ | (0.63 | ) |
-50 | | |
| (3,966 | ) | |
| - | | |
| (3,966 | ) | |
| (0.33 | ) |
-25 | | |
| (2,018 | ) | |
| - | | |
| (2,018 | ) | |
| (0.17 | ) |
25 | | |
| 2,018 | | |
| - | | |
| 2,018 | | |
| 0.17 | |
50 | | |
| 4,037 | | |
| - | | |
| 4,037 | | |
| 0.34 | |
100 | | |
| 8,073 | | |
| (86 | ) | |
| 7,987 | | |
| 0.66 | |
200 | | |
| 16,365 | | |
| (336 | ) | |
| 16,029 | | |
| 1.33 | |
300 | | |
| 24,658 | | |
| (586 | ) | |
| 24,072 | | |
| 2.00 | |
400 | | |
| 32,950 | | |
| (836 | ) | |
| 32,114 | | |
| 2.67 | |
ITEM 4. CONTROLS AND PROCEDURES
| (a) | As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation
of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934). Based on that evaluation, our chief executive officer and our chief financial officer have concluded that our current disclosure
controls and procedures are effective in facilitating timely decisions regarding required disclosure of any material information relating
to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934. However, in evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. |
| (b) | There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of Exchange
Act) that occurred during the quarter ended August 31, 2022 that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting. |
PART II.
OTHER INFORMATION
Item 1.
Legal Proceedings
Neither
we nor our wholly owned subsidiaries, Saratoga Investment Funding LLC, Saratoga Investment Funding II, LLC, Saratoga Investment Corp.
SBIC LP and Saratoga Investment Corp. SBIC II LP, are currently subject to any material legal proceedings.
Item 1A.
Risk Factors
In
addition to information set forth in this report, you should carefully consider the “Risk Factors” discussed in our most
recent Annual Report on Form 10-K filed with the SEC, which could materially affect our business, financial condition and/or operating
results. Other than as set forth below, there have been no material changes during the six months ended August 31, 2022 to the risk factors
discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended February 28, 2022. Additional
risks or uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business,
financial condition and/or operating results.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Not
applicable.
Item 3.
Defaults Upon Senior Securities
Not
applicable.
Item 4.
Mine Safety Disclosures
Not
applicable.
Item 5.
Other Information
None.
ITEM 6.
EXHIBITS
Listed
below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation
S-K):
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
3.1(a) |
|
Articles of
Incorporation of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Form 10-Q for the quarterly
period ended May 31, 2007). |
3.1(b) |
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 3, 2010). |
3.1(c) |
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed August 13, 2010). |
3.2 |
|
Third Amended and Restated Bylaws of Saratoga Investment Corp. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 10-Q filed January 6, 2021) |
4.1 |
|
Specimen certificate of
Saratoga Investment Corp.’s common stock, par value $0.001 per share. (incorporated by reference to Saratoga Investment Corp.’s
Registration Statement on Form N-2, File No. 333-169135, filed on September 1, 2010). |
4.2 |
|
Registration Rights Agreement dated July 30, 2010 between GSC Investment Corp., GSC CDO III L.L.C., and the investors party thereto (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010). |
4.3 |
|
Dividend Reinvestment Plan (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on September 24, 2014). |
4.4 |
|
Form of Indenture by and
between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Saratoga Investment Corp.’s
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-186323 filed April 30, 2013). |
4.5 |
|
Form of Articles Supplementary Establishing and Fixing the Rights and Preferences of Preferred Stock (incorporated by reference to Saratoga Investment Corp.’s registration statement on Form N-2 Pre-Effective Amendment No. 1, File No. 333-196526, filed on December 5, 2014). |
4.6 |
|
Fourth Supplemental Indenture between the Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 7.25% Note due 2025 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on June 24, 2020). |
4.7 |
|
Form of 7.25% Notes due 2025 (incorporated by reference to Exhibit 4.11 hereto). |
4.8 |
|
Eighth Supplemental Indenture between the Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 4.375% Note due 2026 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on March 10, 2021). |
4.9 |
|
Ninth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 4.375% Note due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on January 19, 2022). |
4.10 |
|
Tenth Supplemental Indenture between Saratoga Investment Corp. and U.S. Bank National Association, as trustee, relating to the 6.00% Note due 2027 (incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 814-00732) filed on April 27, 2022). |
4.11 |
|
Form of 4.375% Notes due 2026 (incorporated by reference to Exhibit 4.8 hereto). |
4.12 |
|
Form of 4.375% Notes due 2027 (incorporated by reference to Exhibit 4.9 hereto). |
4.13 |
|
Form of 6.00% Notes due 2027 (incorporated by reference to Exhibit 4.10 hereto). |
10.1 |
|
Investment Advisory and Management Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010). |
10.2 |
|
Custodian Agreement dated
March 21, 2007 between GSC Investment LLC and U.S. Bank National Association (incorporated by reference to Saratoga Investment Corp.’s
Form 10-Q for the quarterly period ended May 31, 2007). |
10.3 |
|
Administration Agreement dated July 30, 2010 between GSC Investment Corp. and Saratoga Investment Advisors, LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010). |
|
|
|
|
|
|
|
10.4 |
|
Trademark
License Agreement dated July 30, 2010 between Saratoga Investment Advisors, LLC and GSC Investment Corp. (incorporated by reference
to Saratoga Investment Corp.’s Current Report on Form 8-K filed on August 3, 2010). |
10.5 |
|
Form
of Indemnification Agreement between Saratoga Investment Corp. and each officer and director of Saratoga Investment Corp. (incorporated
by reference to Amendment No. 2 to Saratoga Investment Corp.’s Registration Statement on Form N-2 filed on January 12, 2007). |
10.6 |
|
Amended
and Restated Indenture, dated as of November 15, 2016, among Saratoga Investment Corp. CLO 2013-1, Ltd., Saratoga Investment Corp.
CLO 2013-1, Inc. and U.S. Bank National Association. (incorporated by reference to Saratoga Investment Corp.’s Registration
Statement on Form N-2, File No. 333-216344, filed on February 28, 2017). |
10.7 |
|
Amended
and Restated Collateral Management Agreement, dated February 26, 2021, by and between Saratoga Investment Corp. and Saratoga Investment
Corp. CLO 2013-1, Ltd. (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on March
4, 2021). |
10.9 |
|
Credit
and Security Agreement, dated as of October 4, 2021, by and among Saratoga Investment Funding II, LLC, Saratoga Investment Corp.,
as collateral manager and equityholder, the lenders party thereto, Encina Lender Finance, LLC, as administrative agent for the secured
parties and the collateral agent, and U.S. Bank National Association, as collateral custodian for the secured parties thereto and
as collateral administrator (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October
7, 2021). |
10.10 |
|
Equity
Pledge Agreement, dated as of October 4, 2021, by and between Saratoga Investment Corp. and Encina Lender Finance, LLC, as collateral
agent for the secured parties thereto (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K
filed on October 7, 2021). |
10.11 |
|
Loan
Sale and Contribution Agreement, dated as of October 4, 2021, by and between Saratoga Investment Corp., as seller, and Saratoga Investment
Funding II LLC, as purchaser (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on
October 7, 2021). |
10.12 |
|
Saratoga
Senior Loan Fund I JV LLC Limited Liability Company Agreement, dated October 26, 2021, by and between Saratoga Investment Corp. and
TJHA JV I LLC (incorporated by reference to Saratoga Investment Corp.’s Current Report on Form 8-K filed on October 27, 2021). |
10.13 |
|
Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated July 9, 2020.* |
10.14 |
|
First Supplemental Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated January 28, 2021. * |
10.15 |
|
Second Supplemental Note Purchase Agreement by and between Saratoga Investment Corp. and the purchaser party thereto, dated September 8, 2022. * |
14 |
|
Code of Ethics of the Company adopted under Rule 17j-1 (incorporated by reference to Amendment No.7 to Saratoga Investment Corp.’s Registration Statement on Form N-2, File No. 333-138051, filed on March 22, 2007).
|
31.1* |
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
31.2* |
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
32.1* |
|
Certification
of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.1350) |
32.2* |
|
Certification
of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.1350) |
101.INS* |
|
Inline XBRL Instance Document. |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document. |
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document. |
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document. |
104* |
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
|
SARATOGA INVESTMENT
CORP. |
|
|
|
Date: October 4, 2022 |
By: |
/s/
CHRISTIAN L. OBERBECK |
|
|
Christian L. Oberbeck |
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
By: |
/s/
HENRI J. STEENKAMP |
|
|
Henri J. Steenkamp |
|
|
|
|
|
Chief Financial Officer
and Chief Compliance Officer |
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