UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2013
OR
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period to
Commission File No. 814-00663
ARES CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
|
Maryland |
|
33-1089684 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
incorporation or organization) |
|
Identification Number) |
245 Park Avenue, 44th Floor, New York, NY 10167
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer x |
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Accelerated filer o |
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|
|
|
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
Class |
|
Outstanding at November 4, 2013 |
|
Common stock, $0.001 par value |
|
281,246,111 |
ARES CAPITAL CORPORATION
|
Part I. |
Financial Information |
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|
|
|
|
|
Item 1. |
Financial Statements |
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|
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|
|
|
Consolidated Balance Sheet as of September 30, 2013 (unaudited) and December 31, 2012 |
2 |
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|
|
|
|
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3 | |
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|
|
|
|
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Consolidated Schedule of Investments as of September 30, 2013 (unaudited) and December 31, 2012 |
5 |
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|
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|
|
38 | |
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|
|
|
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|
39 | |
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|
40 | |
|
|
|
|
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
65 | |
|
|
|
|
|
89 | ||
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|
|
|
90 | ||
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|
|
|
|
| ||
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|
90 | ||
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|
|
|
|
90 | ||
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|
|
90 | ||
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|
|
|
|
91 | ||
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|
91 | ||
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|
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|
91 | ||
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|
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|
91 |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
|
|
|
As of |
| ||||
|
|
|
September 30, 2013 |
|
December 31, 2012 |
| ||
|
|
|
(unaudited) |
|
|
| ||
|
ASSETS |
|
|
|
|
| ||
|
Investments at fair value |
|
|
|
|
| ||
|
Non-controlled/non-affiliate investments |
|
$ |
5,016,880 |
|
$ |
3,822,715 |
|
|
Non-controlled affiliate company investments |
|
278,630 |
|
323,059 |
| ||
|
Controlled affiliate company investments |
|
2,089,775 |
|
1,778,781 |
| ||
|
Total investments at fair value (amortized cost of $7,277,712 and $5,823,451, respectively) |
|
7,385,285 |
|
5,924,555 |
| ||
|
Cash and cash equivalents |
|
135,487 |
|
269,043 |
| ||
|
Receivable for open trades |
|
13,121 |
|
131 |
| ||
|
Interest receivable |
|
120,503 |
|
108,998 |
| ||
|
Other assets |
|
99,749 |
|
98,497 |
| ||
|
Total assets |
|
$ |
7,754,145 |
|
$ |
6,401,224 |
|
|
LIABILITIES |
|
|
|
|
| ||
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Debt |
|
$ |
3,137,883 |
|
$ |
2,195,872 |
|
|
Management and incentive fees payable |
|
136,196 |
|
131,585 |
| ||
|
Accounts payable and other liabilities |
|
58,202 |
|
53,178 |
| ||
|
Interest and facility fees payable |
|
28,860 |
|
30,603 |
| ||
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Payable for open trades |
|
648 |
|
1,640 |
| ||
|
Total liabilities |
|
3,361,789 |
|
2,412,878 |
| ||
|
Commitments and contingencies (Note 6) |
|
|
|
|
| ||
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
|
Common stock, par value $.001 per share, 500,000 common shares authorized 268,596 and 248,653 common shares issued and outstanding, respectively |
|
269 |
|
249 |
| ||
|
Capital in excess of par value |
|
4,465,173 |
|
4,117,517 |
| ||
|
Accumulated overdistributed net investment income |
|
(7,317 |
) |
(27,910 |
) | ||
|
Accumulated net realized loss on investments, foreign currency transactions, extinguishment of debt and other assets |
|
(173,342 |
) |
(202,614 |
) | ||
|
Net unrealized gain on investments |
|
107,573 |
|
101,104 |
| ||
|
Total stockholders’ equity |
|
4,392,356 |
|
3,988,346 |
| ||
|
Total liabilities and stockholders’ equity |
|
$ |
7,754,145 |
|
$ |
6,401,224 |
|
|
NET ASSETS PER SHARE |
|
$ |
16.35 |
|
$ |
16.04 |
|
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
|
|
|
For the three months ended |
|
For the nine months ended |
| ||||||||
|
|
|
September 30, 2013 |
|
September 30, 2012 |
|
September 30, 2013 |
|
September 30, 2012 |
| ||||
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| ||||
|
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
| ||||
|
From non-controlled/non-affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income from investments |
|
$ |
102,222 |
|
$ |
84,767 |
|
$ |
281,734 |
|
$ |
234,127 |
|
|
Capital structuring service fees |
|
18,257 |
|
20,324 |
|
35,888 |
|
40,769 |
| ||||
|
Dividend income |
|
4,486 |
|
3,821 |
|
13,583 |
|
11,144 |
| ||||
|
Management and other fees |
|
286 |
|
334 |
|
949 |
|
994 |
| ||||
|
Other income |
|
3,612 |
|
2,156 |
|
12,944 |
|
9,371 |
| ||||
|
Total investment income from non- controlled/non-affiliate company investments |
|
128,863 |
|
111,402 |
|
345,098 |
|
296,405 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
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From non-controlled affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
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Interest income from investments |
|
4,097 |
|
6,185 |
|
15,748 |
|
16,444 |
| ||||
|
Capital structuring service fees |
|
— |
|
— |
|
— |
|
895 |
| ||||
|
Dividend income |
|
5,258 |
|
147 |
|
6,421 |
|
786 |
| ||||
|
Management and other fees |
|
— |
|
63 |
|
— |
|
189 |
| ||||
|
Other income |
|
37 |
|
38 |
|
166 |
|
332 |
| ||||
|
Total investment income from non- controlled affiliate company investments |
|
9,392 |
|
6,433 |
|
22,335 |
|
18,646 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
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From controlled affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
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Interest income from investments |
|
63,304 |
|
53,686 |
|
174,287 |
|
164,994 |
| ||||
|
Capital structuring service fees |
|
13,298 |
|
9,251 |
|
25,807 |
|
26,838 |
| ||||
|
Dividend income |
|
25,104 |
|
5,432 |
|
62,711 |
|
15,627 |
| ||||
|
Management and other fees |
|
5,098 |
|
4,310 |
|
13,926 |
|
12,968 |
| ||||
|
Other income |
|
1,742 |
|
58 |
|
3,815 |
|
387 |
| ||||
|
Total investment income from controlled affiliate company investments |
|
108,546 |
|
72,737 |
|
280,546 |
|
220,814 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Total investment income |
|
246,801 |
|
190,572 |
|
647,979 |
|
535,865 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
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EXPENSES: |
|
|
|
|
|
|
|
|
| ||||
|
Interest and credit facility fees |
|
44,424 |
|
35,702 |
|
124,032 |
|
103,496 |
| ||||
|
Base management fees |
|
27,467 |
|
22,316 |
|
75,587 |
|
63,113 |
| ||||
|
Incentive fees |
|
35,199 |
|
34,139 |
|
88,658 |
|
83,258 |
| ||||
|
Professional fees |
|
3,143 |
|
1,923 |
|
10,023 |
|
9,157 |
| ||||
|
Administrative fees |
|
3,346 |
|
2,269 |
|
8,544 |
|
6,806 |
| ||||
|
Other general and administrative |
|
3,009 |
|
2,726 |
|
10,525 |
|
8,001 |
| ||||
|
Total expenses |
|
116,588 |
|
99,075 |
|
317,369 |
|
273,831 |
| ||||
|
|
|
For the three months ended |
|
For the nine months ended |
| ||||||||
|
|
|
September 30, 2013 |
|
September 30, 2012 |
|
September 30, 2013 |
|
September 30, 2012 |
| ||||
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| ||||
|
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
130,213 |
|
91,497 |
|
330,610 |
|
262,034 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income tax expense, including excise tax |
|
3,991 |
|
2,037 |
|
11,714 |
|
7,635 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET INVESTMENT INCOME |
|
126,222 |
|
89,460 |
|
318,896 |
|
254,399 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: |
|
|
|
|
|
|
|
|
| ||||
|
Net realized gains (losses): |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliate company investments |
|
7,877 |
|
26,134 |
|
24,305 |
|
(8,444 |
) | ||||
|
Non-controlled affiliate company investments |
|
63 |
|
51 |
|
208 |
|
122 |
| ||||
|
Controlled affiliate company investments |
|
1,006 |
|
1,482 |
|
4,759 |
|
(10,579 |
) | ||||
|
Net realized gains (losses) |
|
8,946 |
|
27,667 |
|
29,272 |
|
(18,901 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net unrealized gains (losses): |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliate company investments |
|
3,817 |
|
14,293 |
|
27,915 |
|
53,515 |
| ||||
|
Non-controlled affiliate company investments |
|
(7,812 |
) |
2,425 |
|
(9,745 |
) |
16,556 |
| ||||
|
Controlled affiliate company investments |
|
9,624 |
|
2,710 |
|
(11,701 |
) |
30,143 |
| ||||
|
Net unrealized gains |
|
5,629 |
|
19,428 |
|
6,469 |
|
100,214 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net realized and unrealized gains from investments |
|
14,575 |
|
47,095 |
|
35,741 |
|
81,313 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
REALIZED LOSS ON EXTINGUISHMENT OF DEBT |
|
— |
|
— |
|
— |
|
(2,678 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS |
|
$ |
140,797 |
|
$ |
136,555 |
|
$ |
354,637 |
|
$ |
333,034 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
BASIC AND DILUTED EARNINGS PER COMMON SHARE (Note 9) |
|
$ |
0.52 |
|
$ |
0.59 |
|
$ |
1.36 |
|
$ |
1.49 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING — BASIC AND DILUTED (Note 9) |
|
268,312 |
|
233,126 |
|
261,120 |
|
224,049 |
| ||||
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of September 30, 2013
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
| ||
|
Investment Funds and Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
AGILE Fund I, LLC (9) |
|
Investment partnership |
|
Member interest (0.50% interest) |
|
|
|
4/1/2010 |
|
$ |
113 |
|
$ |
21 |
(2) |
|
|
|
CIC Flex, LP (9) |
|
Investment partnership |
|
Limited partnership units (0.94 units) |
|
|
|
9/7/2007 |
|
962 |
|
2,908 |
(2) |
|
| ||
|
Covestia Capital Partners, LP (9) |
|
Investment partnership |
|
Limited partnership interest (47.00% interest) |
|
|
|
6/17/2008 |
|
826 |
|
936 |
(2) |
|
| ||
|
Dynamic India Fund IV, LLC (9) |
|
Investment company |
|
Member interest (5.44% interest) |
|
|
|
4/1/2010 |
|
4,822 |
|
3,228 |
|
|
| ||
|
HCI Equity, LLC (7)(8)(9) |
|
Investment company |
|
Member interest (100.00% interest) |
|
|
|
4/1/2010 |
|
182 |
|
350 |
|
|
| ||
|
Imperial Capital Private Opportunities, LP (9) |
|
Investment partnership |
|
Limited partnership interest (80.00% interest) |
|
|
|
5/10/2007 |
|
5,731 |
|
12,571 |
(2) |
|
| ||
|
Partnership Capital Growth Fund I, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (25.00% interest) |
|
|
|
6/16/2006 |
|
1,424 |
|
3,938 |
(2) |
|
| ||
|
Partnership Capital Growth Investors III, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (2.50% interest) |
|
|
|
10/5/2011 |
|
2,632 |
|
2,610 |
(2) |
|
| ||
|
Piper Jaffray Merchant Banking Fund I, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (2.00% interest) |
|
|
|
8/16/2012 |
|
596 |
|
547 |
(2) |
|
| ||
|
Senior Secured Loan Fund LLC (7)(10) |
|
Co-investment vehicle |
|
Subordinated certificates ($1,570,285 par due 12/2022) |
|
8.27% (Libor + 8.00%/Q)(22) |
|
10/30/2009 |
|
1,568,578 |
|
1,593,839 |
|
|
| ||
|
|
|
|
|
Membership interest (87.50% interest) |
|
|
|
10/30/2009 |
|
— |
|
— |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
1,568,578 |
|
1,593,839 |
|
|
| ||
|
VSC Investors LLC (9) |
|
Investment company |
|
Membership interest (1.95% interest) |
|
|
|
1/24/2008 |
|
619 |
|
1,175 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
1,586,485 |
|
1,622,123 |
|
36.93 |
% | ||
|
Healthcare-Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
AxelaCare Holdings, Inc. and AxelaCare Investment Holdings, L.P. |
|
Provider of home infusion services |
|
First lien senior secured loan ($7,453 par due 4/2019) |
|
5.75% (Libor + 4.50%/Q) |
|
4/12/2013 |
|
7,453 |
|
7,453 |
(2)(21) |
|
| ||
|
|
|
|
|
Preferred units (7,425,000 units) |
|
|
|
4/12/2013 |
|
742 |
|
885 |
(2) |
|
| ||
|
|
|
|
|
Common units (75,000 units) |
|
|
|
4/12/2013 |
|
7 |
|
9 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
8,202 |
|
8,347 |
|
|
| ||
|
California Forensic Medical Group, Incorporated |
|
Correctional facility healthcare operator |
|
First lien senior secured loan ($53,775 par due 11/2018) |
|
9.25% (Libor + 8.00%/Q) |
|
11/16/2012 |
|
53,775 |
|
53,775 |
(3)(21) |
|
| ||
|
CCS Group Holdings, LLC |
|
Correctional facility healthcare operator |
|
Class A units (601,937 units) |
|
|
|
8/19/2010 |
|
602 |
|
1,475 |
(2) |
|
| ||
|
CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings LLC (6) |
|
Healthcare analysis services provider |
|
First lien senior secured loan ($5,102 par due 3/2017) |
|
8.75% (Base Rate + 5.50%/M) |
|
3/15/2011 |
|
5,102 |
|
5,102 |
(2)(21) |
|
| ||
|
|
|
|
|
First lien senior secured loan ($4,837 par due 3/2017) |
|
8.75% (Base Rate + 5.50%/M) |
|
3/15/2011 |
|
4,837 |
|
4,837 |
(3)(21) |
|
| ||
|
|
|
|
|
First lien senior secured loan ($2,348 par due 3/2017) |
|
7.75% (Libor + 6.50%/M) |
|
3/15/2011 |
|
2,348 |
|
2,348 |
(2)(21) |
|
| ||
|
|
|
|
|
First lien senior secured loan ($2,226 par due 3/2017) |
|
7.75% (Libor + 6.50%/M) |
|
3/15/2011 |
|
2,226 |
|
2,226 |
(3)(21) |
|
| ||
|
|
|
|
|
Class A common stock (9,679 shares) |
|
|
|
6/15/2007 |
|
4,000 |
|
6,448 |
(2) |
|
| ||
|
|
|
|
|
Class C common stock (1,546 shares) |
|
|
|
6/15/2007 |
|
— |
|
1,778 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
18,513 |
|
22,739 |
|
|
| ||
|
Dialysis Newco, Inc. |
|
Dialysis provider |
|
First lien senior secured loan ($27,245 par due 8/2020) |
|
6.50% (Base Rate + 3.25%/Q) |
|
8/16/2013 |
|
27,245 |
|
27,245 |
(2)(21) |
|
| ||
|
|
|
|
|
Second lien senior secured loan ($56,500 par due 2/2021) |
|
9.75% (Libor + 8.50%/Q) |
|
8/16/2013 |
|
56,500 |
|
56,500 |
(2)(21) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
83,745 |
|
83,745 |
|
|
| ||
|
Genocea Biosciences, Inc. |
|
Vaccine discovery technology company |
|
First lien senior secured loan ($3,500 par due 4/2017) |
|
8.00% |
|
9/30/2013 |
|
3,430 |
|
3,500 |
(2) |
|
| ||
|
|
|
|
|
Warrant to purchase up to 689,655 shares of Series C convertible preferred stock |
|
|
|
9/30/2013 |
|
— |
|
— |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
3,430 |
|
3,500 |
|
|
| ||
As of September 30, 2013
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
INC Research, Inc. |
|
Pharmaceutical and biotechnology consulting services |
|
Common stock (1,410,000 shares) |
|
|
|
9/27/2010 |
|
1,512 |
|
1,381 |
(2) |
|
|
|
Intermedix Corporation |
|
Revenue cycle management provider to the emergency healthcare industry |
|
Second lien senior secured loan ($112,000 par due 6/2019) |
|
10.25% (Libor + 9.00%/Q) |
|
12/27/2012 |
|
112,000 |
|
112,000 |
(2)(21) |
|
|
|
JHP Group Holdings, Inc. |
|
Marketer and manufacturer of branded and generic specialty pharmaceutical products |
|
Series A preferred stock (1,000,000 shares) |
|
6.00% PIK |
|
2/19/2013 |
|
1,000 |
|
1,470 |
(2) |
|
|
|
LM Acquisition Holdings, LLC |
|
Developer and manufacturer of medical equipment |
|
Class A units (426 units) |
|
|
|
9/27/2013 |
|
1,000 |
|
1,000 |
(2) |
|
|
|
Magnacare Holdings, Inc., Magnacare Administrative Services, LLC, and Magnacare, LLC |
|
Healthcare professional provider |
|
First lien senior secured loan ($135,610 par due 3/2018) |
|
9.00% (Libor + 8.00%/Q) |
|
9/15/2010 |
|
136,251 |
|
135,610 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($57,017 par due 3/2018) |
|
9.00% (Libor + 8.00%/Q) |
|
9/15/2010 |
|
57,017 |
|
57,017 |
(3)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($4,747 par due 3/2018) |
|
9.00% (Libor + 8.00%/Q) |
|
3/16/2012 |
|
4,747 |
|
4,747 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
198,015 |
|
197,374 |
|
|
|
|
MW Dental Holding Corp. |
|
Dental services provider |
|
First lien senior secured revolving loan ($3,500 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
3,500 |
|
3,500 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($57,605 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
57,605 |
|
57,605 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($48,881 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
48,881 |
|
48,881 |
(3)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($9,825 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
9,825 |
|
9,825 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
119,811 |
|
119,811 |
|
|
|
|
Napa Management Services Corporation |
|
Anesthesia management services provider |
|
First lien senior secured loan ($23,555 par due 4/2018) |
|
6.50% (Libor + 5.25%/Q) |
|
4/15/2011 |
|
23,555 |
|
23,555 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($33,350 par due 4/2018) |
|
6.50% (Libor + 5.25%/Q) |
|
4/15/2011 |
|
33,283 |
|
33,350 |
(3)(21) |
|
|
|
|
|
|
|
Common units (5,000 units) |
|
|
|
4/15/2011 |
|
5,000 |
|
7,140 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
61,838 |
|
64,045 |
|
|
|
|
Netsmart Technologies, Inc. and NS Holdings, Inc. |
|
Healthcare technology provider |
|
First lien senior secured loan ($2,851 par due 12/2017) |
|
7.25% (Libor + 6.00%/Q) |
|
12/18/2012 |
|
2,851 |
|
2,851 |
(2)(18)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($36,492 par due 12/2017) |
|
7.25% (Libor + 6.00%/Q) |
|
12/18/2012 |
|
36,492 |
|
36,492 |
(2)(18)(21) |
|
|
|
|
|
|
|
Common stock (2,500,000 shares) |
|
|
|
6/21/2010 |
|
2,500 |
|
2,539 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
41,843 |
|
41,882 |
|
|
|
|
New Trident Holdcorp, Inc. |
|
Provider of outsourced mobile diagnostic healthcare services |
|
Second lien senior secured loan ($80,000 par due 7/2020) |
|
10.25% (Libor + 9.00%/Q) |
|
8/6/2013 |
|
78,425 |
|
80,000 |
(2)(21) |
|
|
|
OnCURE Medical Corp. |
|
Radiation oncology care provider |
|
Common stock (857,143 shares) |
|
|
|
8/18/2006 |
|
3,000 |
|
— |
(2) |
|
|
|
Passport Health Communications, Inc., Passport Holding Corp. and Prism Holding Corp. |
|
Healthcare technology provider |
|
Series A preferred stock (1,594,457 shares) |
|
10.00% PIK |
|
7/30/2008 |
|
5,560 |
|
7,025 |
(2) |
|
|
|
|
|
|
|
Common stock (16,106 shares) |
|
|
|
7/30/2008 |
|
100 |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,660 |
|
7,025 |
|
|
|
|
PG Mergersub, Inc. and PGA Holdings, Inc. |
|
Provider of patient surveys, management reports and national databases for the integrated healthcare delivery system |
|
Second lien senior secured loan ($21,316 par due 10/2018) |
|
8.25% (Libor + 7.00%/Q) |
|
4/19/2012 |
|
21,316 |
|
21,316 |
(2)(21) |
|
|
|
|
|
|
|
Preferred stock (333 shares) |
|
|
|
3/12/2008 |
|
125 |
|
16 |
(2) |
|
|
|
|
|
|
|
Common stock (16,667 shares) |
|
|
|
3/12/2008 |
|
167 |
|
821 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
21,608 |
|
22,153 |
(2) |
|
|
|
POS I Corp. (fka Vantage Oncology, Inc.) |
|
Radiation oncology care provider |
|
Common stock (62,157 shares) |
|
|
|
2/3/2011 |
|
4,670 |
|
2,263 |
(2) |
|
|
|
RCHP, Inc. |
|
Operator of general acute care hospitals |
|
First lien senior secured loan ($14,925 par due |
|
7.00% (Libor + 5.75%/Q) |
|
11/4/2011 |
|
14,925 |
|
14,925 |
(2)(21) |
|
|
As of September 30, 2013
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
|
11/2018) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured loan ($60,670 par due 11/2018) |
|
7.00% (Libor + 5.75%/Q) |
|
11/4/2011 |
|
60,647 |
|
60,670 |
(3)(21) |
|
|
|
|
|
|
|
Second lien senior secured loan ($85,000 par due 5/2019) |
|
11.50% (Libor + 10.00%/Q) |
|
11/4/2011 |
|
85,000 |
|
85,000 |
(2)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
160,572 |
|
160,595 |
|
|
|
|
Reed Group, Ltd. |
|
Medical disability management services provider |
|
Equity interests |
|
|
|
4/1/2010 |
|
— |
|
— |
(2) |
|
|
|
Respicardia, Inc. |
|
Developer of implantable therapies to improve cardiovascular health |
|
First lien senior secured loan ($4,400 par due 7/2015) |
|
11.00% |
|
6/28/2012 |
|
4,383 |
|
4,400 |
(2) |
|
|
|
|
|
|
|
Warrants to purchase up to 99,094 shares of Series C preferred stock |
|
|
|
6/28/2012 |
|
38 |
|
29 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,421 |
|
4,429 |
|
|
|
|
Sage Products Holdings III, LLC |
|
Patient infection control and preventive care solutions provider |
|
Second lien senior secured loan ($75,000 par due 6/2020) |
|
9.25% (Libor + 8.00%/Q) |
|
12/13/2012 |
|
75,000 |
|
75,000 |
(2)(21) |
|
|
|
Sorbent Therapeutics, Inc. |
|
Orally-administered drug developer |
|
First lien senior secured loan ($6,500 par due 9/2016) |
|
10.25% |
|
4/23/2013 |
|
6,500 |
|
6,500 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 727,272 shares of Series C preferred stock |
|
|
|
4/23/2013 |
|
— |
|
25 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,500 |
|
6,525 |
|
|
|
|
Soteria Imaging Services, LLC (6) |
|
Outpatient medical imaging provider |
|
Second lien senior secured loan ($916 par due 11/2010) |
|
|
|
4/1/2010 |
|
714 |
|
71 |
(20) |
|
|
|
|
|
|
|
Second lien senior secured loan ($1,309 par due 11/2010) |
|
|
|
4/1/2010 |
|
1,095 |
|
101 |
(20) |
|
|
|
|
|
|
|
Preferred member units (1,823,179 units) |
|
|
|
4/1/2010 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,809 |
|
172 |
|
|
|
|
SurgiQuest, Inc. |
|
Medical device company |
|
First lien senior secured loan ($6,767 par due 10/2016) |
|
10.00% |
|
9/28/2012 |
|
6,596 |
|
6,767 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($2,000 par due 10/2017) |
|
10.69% |
|
9/28/2012 |
|
1,950 |
|
2,000 |
(2) |
|
|
|
|
|
|
|
Warrants to purchase up to 54,672 shares of Series D-4 convertible preferred stock |
|
|
|
9/28/2012 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,546 |
|
8,767 |
|
|
|
|
U.S. Anesthesia Partners, Inc. |
|
Anesthesiology service provider |
|
First lien senior secured loan ($14,925 par due 12/2018) |
|
6.50% (Libor + 5.50%/Q) |
|
12/27/2012 |
|
14,925 |
|
14,925 |
(2)(21) |
|
|
|
Young Innovations, Inc. |
|
Dental supplies and equipment manufacturer |
|
First lien senior secured loan ($30 par due 1/2019) |
|
6.75% (Base Rate + 3.50%/Q) |
|
1/31/2013 |
|
30 |
|
30 |
(3)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($20 par due 1/2019) |
|
6.75% (Base Rate + 3.50%/Q) |
|
1/31/2013 |
|
20 |
|
20 |
(4)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($20,576 par due 1/2019) |
|
5.75% (Libor + 4.50%/M) |
|
1/31/2013 |
|
20,576 |
|
20,576 |
(3)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($13,938 par due 1/2019) |
|
5.75% (Libor + 4.50%/M) |
|
1/31/2013 |
|
13,938 |
|
13,938 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
34,564 |
|
34,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,124,986 |
|
1,128,962 |
|
25.70 |
% |
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access CIG, LLC |
|
Records and information management services provider |
|
First lien senior secured loan ($992 par due 10/2017) |
|
7.00% (Libor + 5.75%/Q) |
|
10/5/2012 |
|
992 |
|
992 |
(2)(21) |
|
|
|
BluePay Processing, Inc. |
|
Technology-enabled payment processing solutions provider |
|
First lien senior secured loan ($7,500 par due 8/2019) |
|
5.00% (Libor + 4.00%/Q) |
|
8/30/2013 |
|
7,500 |
|
7,500 |
(2)(21) |
|
|
|
Cast & Crew Payroll, LLC and Centerstage Co-Investors, L.L.C. (6) |
|
Payroll and accounting services provider to the entertainment industry |
|
First lien senior secured loan ($18,360 par due 12/2017) |
|
7.50% (Libor + 6.50%/Q) |
|
12/24/2012 |
|
18,360 |
|
18,360 |
(2)(16)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($890 par due 12/2017) |
|
8.75% (Base Rate + 5.50%/Q) |
|
12/24/2012 |
|
890 |
|
890 |
(2)(16)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($45,900 par due 12/2017) |
|
7.50% (Libor + 6.50%/Q) |
|
12/24/2012 |
|
45,900 |
|
45,900 |
(3)(16)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($2,225 par due |
|
8.75% (Base Rate + 5.50%/Q) |
|
12/24/2012 |
|
2,225 |
|
2,225 |
(3)(16)(21) |
|
|
As of September 30, 2013
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
|
12/2017) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A membership units (2,500,000 units) |
|
|
|
12/24/2012 |
|
2,500 |
|
2,748 |
(2) |
|
|
|
|
|
|
|
Class B membership units (2,500,000 units) |
|
|
|
12/24/2012 |
|
2,500 |
|
2,748 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
72,375 |
|
72,871 |
|
|
|
|
CIBT Investment Holdings, LLC |
|
Expedited travel document processing services |
|
Class A shares (2,500 shares) |
|
|
|
12/15/2011 |
|
2,500 |
|
3,587 |
(2) |
|
|
|
CitiPostal Inc. (7) |
|
Document storage and management services |
|
First lien senior secured revolving loan ($500 par due 12/2013) |
|
6.50% (Libor + 4.50%/M) |
|
4/1/2010 |
|
500 |
|
500 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($53,623 par due 12/2013) |
|
8.50% Cash, 5.50% PIK |
|
4/1/2010 |
|
53,623 |
|
53,623 |
(2) |
|
|
|
|
|
|
|
Senior subordinated loan ($19,399 par due 12/2015) |
|
|
|
4/1/2010 |
|
13,038 |
|
1,655 |
(2)(20) |
|
|
|
|
|
|
|
Common stock (37,024 shares) |
|
|
|
4/1/2010 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,161 |
|
55,778 |
|
|
|
|
Command Alkon, Inc. |
|
Software solutions provider to the ready-mix concrete industry |
|
Second lien senior secured loan ($39,130 par due 3/2018) |
|
9.75% (Libor + 8.50%/Q) |
|
9/28/2012 |
|
39,130 |
|
39,130 |
(2)(21) |
|
|
|
Cornerstone Records Management, LLC |
|
Physical records storage and management service provider |
|
First lien senior secured loan ($16,397 par due 12/2015) |
|
9.50% (Libor + 8.00%/Q) |
|
8/12/2011 |
|
16,397 |
|
16,397 |
(2)(21) |
|
|
|
Coverall North America, Inc. |
|
Commercial janitorial services provider |
|
Letter of credit facility |
|
|
|
1/17/2013 |
|
— |
|
— |
(2)(25) |
|
|
|
HCPro, Inc. and HCP Acquisition Holdings, LLC (7) |
|
Healthcare compliance advisory services |
|
Senior subordinated loan ($8,907 par due 8/2014) |
|
|
|
3/5/2013 |
|
2,691 |
|
552 |
(2)(20) |
|
|
|
|
|
|
|
Class A units (14,293,110 units) |
|
|
|
6/26/2008 |
|
12,793 |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,484 |
|
552 |
|
|
|
|
IfByPhone Inc. |
|
Voice-based marketing automation software provider |
|
First lien senior secured loan ($1,733 par due 11/2015) |
|
11.00% |
|
10/15/2012 |
|
1,678 |
|
1,733 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($933 par due 1/2016) |
|
11.00% |
|
10/15/2012 |
|
933 |
|
933 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 124,300 shares of Series C preferred stock |
|
|
|
10/15/2012 |
|
88 |
|
71 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,699 |
|
2,737 |
|
|
|
|
Impact Innovations Group, LLC |
|
IT consulting and outsourcing services |
|
Member interest (50.00% interest) |
|
|
|
4/1/2010 |
|
— |
|
200 |
|
|
|
|
Investor Group Services, LLC (6) |
|
Business consulting for private equity and corporate clients |
|
Limited liability company membership interest (8.5% interest) |
|
|
|
6/22/2006 |
|
— |
|
624 |
|
|
|
|
IronPlanet, Inc. |
|
Online auction platform provider for used heavy equipment |
|
First lien senior secured loan ($5,000 par due 7/2017) |
|
9.25% |
|
9/24/2013 |
|
4,687 |
|
4,800 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase to up to 133,333 shares of Series C preferred stock |
|
|
|
9/24/2013 |
|
214 |
|
214 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,901 |
|
5,014 |
|
|
|
|
Itel Laboratories, Inc. |
|
Data services provider for building materials to property insurance industry |
|
Preferred units (1,798,391 units) |
|
|
|
6/29/2012 |
|
1,000 |
|
1,052 |
(2) |
|
|
|
Keynote Systems, Inc. and Hawaii Ultimate Parent Corp., Inc. |
|
Web and mobile cloud performance testing and monitoring services provider |
|
First lien senior secured loan ($175,000 par due 2/2020) |
|
9.50% (Libor + 8.50%/S) |
|
8/22/2013 |
|
175,000 |
|
175,000 |
(2)(21) |
|
|
|
|
|
|
|
Class A common stock (2,970 shares) |
|
|
|
8/22/2013 |
|
2,970 |
|
2,970 |
(2) |
|
|
|
|
|
|
|
Class B common stock (1,956,522 shares) |
|
|
|
8/22/2013 |
|
30 |
|
30 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
178,000 |
|
178,000 |
|
|
|
|
Multi-Ad Services, Inc. (6) |
|
Marketing services and software provider |
|
Preferred units (1,725,280 units) |
|
|
|
4/1/2010 |
|
788 |
|
2,102 |
|
|
|
|
|
|
|
|
Common units (1,725,280 units) |
|
|
|
4/1/2010 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
788 |
|
2,102 |
|
|
|
|
MVL Group, Inc. (7) |
|
Marketing research provider |
|
Senior subordinated loan ($37,467 par due 7/2012) |
|
|
|
4/1/2010 |
|
34,636 |
|
6,952 |
(2)(20) |
|
|
|
|
|
|
|
Junior subordinated loan ($185 par due 7/2012) |
|
|
|
4/1/2010 |
|
— |
|
— |
(2)(20) |
|
|
|
|
|
|
|
Common stock (560,716 shares) |
|
|
|
4/1/2010 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
34,636 |
|
6,952 |
|
|
|
|
NComputing, Inc. |
|
Desktop virtualization hardware and software |
|
First lien senior secured loan ($6,500 par due |
|
10.50% |
|
3/20/2013 |
|
6,500 |
|
6,500 |
(2) |
|
|
As of September 30, 2013
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
technology service provider |
|
7/2016) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant to purchase up to 462,726 shares of Series C preferred stock |
|
|
|
3/20/2013 |
|
— |
|
6 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,500 |
|
6,506 |
|
|
|
|
Pillar Processing LLC and PHL Investors, Inc. (6) |
|
Mortgage services |
|
First lien senior secured loan ($6,262 par due 11/2018) |
|
|
|
7/31/2008 |
|
5,688 |
|
4,764 |
(2)(20) |
|
|
|
|
|
|
|
First lien senior secured loan ($7,375 par due 5/2019) |
|
|
|
11/20/2007 |
|
5,862 |
|
— |
(2)(20) |
|
|
|
|
|
|
|
Class A common stock (576 shares) |
|
|
|
7/31/2012 |
|
3,768 |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,318 |
|
4,764 |
|
|
|
|
Powersport Auctioneer Holdings, LLC |
|
Powersport vehicle auction operator |
|
Common units (1,972 units) |
|
|
|
3/2/2012 |
|
1,000 |
|
816 |
(2) |
|
|
|
PSSI Holdings, LLC |
|
Provider of mission-critical outsourced cleaning and sanitation services to the food processing industry |
|
First lien senior secured loan ($1,000 par due 6/2018) |
|
6.00% (Libor + 5.00%/Q) |
|
8/7/2013 |
|
1,000 |
|
1,000 |
(2)(21) |
|
|
|
R2 Acquisition Corp. |
|
Marketing services |
|
Common stock (250,000 shares) |
|
|
|
5/29/2007 |
|
250 |
|
141 |
(2) |
|
|
|
Rainstor, Inc. |
|
Database solutions provider |
|
First lien senior secured loan ($3,000 par due 4/2016) |
|
11.25% |
|
3/28/2013 |
|
2,925 |
|
3,000 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 142,210 shares of Series C preferred stock |
|
|
|
3/28/2013 |
|
88 |
|
70 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,013 |
|
3,070 |
|
|
|
|
Strident Holding, Inc. |
|
Recovery audit services provider to commercial and governmental healthcare payors |
|
First lien senior secured loan ($7,639 par due 7/2018) |
|
6.50% (Libor + 5.25%/Q) |
|
7/26/2012 |
|
7,639 |
|
7,639 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($9,603 par due 7/2018) |
|
6.50% (Libor + 5.25%/Q) |
|
7/26/2012 |
|
9,603 |
|
9,603 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
17,242 |
|
17,242 |
|
|
|
|
Summit Business Media Parent Holding Company LLC |
|
Business media consulting services |
|
Limited liability company membership interest (45.98% interest) |
|
|
|
5/20/2011 |
|
— |
|
1,489 |
(2) |
|
|
|
TOA Technologies, Inc. |
|
Cloud based, mobile workforce management applications provider |
|
First lien senior secured loan ($12,892 par due 11/2016) |
|
10.25% |
|
10/31/2012 |
|
12,404 |
|
12,892 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 2,509,770 shares of Series D preferred stock |
|
|
|
10/31/2012 |
|
605 |
|
1,032 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
13,009 |
|
13,924 |
|
|
|
|
Tripwire, Inc. |
|
IT security software provider |
|
First lien senior secured loan ($104,950 par due 5/2018) |
|
8.00% (Libor + 6.75%/Q) |
|
5/23/2011 |
|
104,950 |
|
104,950 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($49,875 par due 5/2018) |
|
8.00% (Libor + 6.75%/Q) |
|
5/23/2011 |
|
49,875 |
|
49,875 |
(3)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($9,975 par due 5/2018) |
|
8.00% (Libor + 6.75%/Q) |
|
5/23/2011 |
|
9,975 |
|
9,975 |
(4)(21) |
|
|
|
|
|
|
|
Class A common stock (2,970 shares) |
|
|
|
5/23/2011 |
|
2,970 |
|
7,555 |
(2) |
|
|
|
|
|
|
|
Class B common stock (2,655,638 shares) |
|
|
|
5/23/2011 |
|
30 |
|
76 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
167,800 |
|
172,431 |
|
|
|
|
Venturehouse-Cibernet Investors, LLC |
|
Financial settlement services for intercarrier wireless roaming |
|
Equity interest |
|
|
|
4/1/2010 |
|
— |
|
— |
|
|
|
|
VSS-Tranzact Holdings, LLC (6) |
|
Management consulting services |
|
Common membership interest (5.98% interest) |
|
|
|
10/26/2007 |
|
10,204 |
|
3,479 |
|
|
|
|
X Plus Two Solutions, Inc. and X Plus One Solutions, Inc. |
|
Provider of open and integrated software for digital marketing optimization |
|
First lien senior secured revolving loan ($5,640 par due 9/2014) |
|
8.50% |
|
4/1/2013 |
|
5,640 |
|
5,640 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($7,000 par due 10/2016) |
|
10.00% |
|
4/1/2013 |
|
6,618 |
|
6,720 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 999,167 shares of Series C preferred stock |
|
|
|
4/1/2013 |
|
284 |
|
284 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,542 |
|
12,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691,441 |
|
630,994 |
|
14.37 |
% |
As of September 30, 2013
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Academy Holdings, LLC |
|
Provider of education, training, certification, networking, and consulting services to medical coders and other healthcare professionals |
|
First lien senior secured revolving loan ($4,850 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
4,850 |
|
4,850 |
(2)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($59,236 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
59,236 |
|
59,236 |
(3)(21) |
|
|
|
|
|
|
|
First lien senior secured loan ($4,651 par due 3/2019) |
|
6.00% (Libor + 5.00%/Q) |
|
3/18/2011 |
|
4,651 |
|
4,651 |
(4)(21) |
|
|
|
|
|
|
|
|
|
|
|
|
|
68,737 |
|
68,737 |
|
|
|
|
Campus Management Corp. and Campus Management Acquisition Corp. (6) |
|
Education software developer |
|
Preferred stock (485,159 shares) |
|
|
|
2/8/2008 |
|
10,520 |
|
1,942 |
(2) |
|
|
|
Community Education Centers, Inc. |
|
Offender re-entry and in-prison treatment services provider |
|
First lien senior secured loan ($14,643 par due 12/2014) |
|
6.25% (Libor + 5.25%/Q) |
|
12/10/2010 |
|
14,643 |
|
14,643 |
(2)(15)(21) |
|
|
|
|
|
|
|
Second lien senior secured loan ($34,706 par due 12/2015) |
|
15.27% (Libor + 8.50% Cash, 6.50% PIK/Q) |
|
12/10/2010 |
|
34,706 |
|
33,665 |
(2) |
|
|
|
|
|
|
|
Second lien senior secured loan ($10,475 par due 12/2015) |
|
15.28% (Libor + 8.50% Cash, 6.50% PIK/Q) |
|
12/10/2010 |
|
10,475 |
|
10,161 |
(2) |
|
|
|
|
|
|
|
Warrants to purchase up to 654,618 shares |
|
|
|
12/10/2010 |
|
— |
|
1,090 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
59,824 |
|
59,559 |
|
|
|
|
ELC Acquisition Corp., ELC Holdings Corporation, and Excelligence Learning Corporation (6) |
|
Developer, manufacturer and retailer of educational products |
|
Preferred stock (99,492 shares) |
|
12.00% PIK |
|
8/1/2011 |
|
9,949 |
|
9,949 |
(2) |
|
|
|
|
|
|
|
Common stock (50,800 shares) |
|
|
|
8/1/2011 |
|
— |
|
2,307 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
9,949 |
|
12,256 |
|
|
|
|
Infilaw Holding, LLC |
|
Operator of for-profit law schools |
|
First lien senior secured revolving loan |
|
|
|
8/25/2011 |
|
— |
|
— |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($1 par due 8/2016) |
|
9.50% (Libor + 8.50%/Q) |
|
8/25/2011 |
|
1 |
|
1 |
(2)(21) |
|
|