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 June 30, 2015
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 |
|
Accelerated filer o |
|
|
|
|
|
Non-accelerated filer o |
|
Smaller reporting company o |
|
(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 August 4, 2015 |
|
Common stock, $0.001 par value |
|
314,468,685 |
ARES CAPITAL CORPORATION
|
Part I. |
Financial Information |
|
|
|
|
|
|
Item 1. |
Financial Statements |
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|
|
|
|
|
|
Consolidated Balance Sheet as of June 30, 2015 (unaudited) and December 31, 2014 |
3 |
|
|
|
|
|
|
4 | |
|
|
|
|
|
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Consolidated Schedule of Investments as of June 30, 2015 (unaudited) and December 31, 2014 |
5 |
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|
|
|
|
|
50 | |
|
|
|
|
|
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Consolidated Statement of Cash Flows for the six months ended June 30, 2015 and 2014 (unaudited) |
51 |
|
|
|
|
|
|
52 | |
|
|
|
|
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
83 | |
|
|
|
|
|
111 | ||
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|
|
|
|
112 | ||
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| ||
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|
|
|
112 | ||
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|
|
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|
112 | ||
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|
113 | ||
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|
113 | ||
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|
113 | ||
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|
113 | ||
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|
|
|
|
113 |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
|
|
|
As of |
| ||||
|
|
|
June 30, 2015 |
|
December 31, 2014 |
| ||
|
|
|
(unaudited) |
|
|
| ||
|
ASSETS |
|
|
|
|
| ||
|
Investments at fair value |
|
|
|
|
| ||
|
Non-controlled/non-affiliate company investments |
|
$ |
5,671,380 |
|
$ |
6,270,075 |
|
|
Non-controlled affiliate company investments |
|
293,367 |
|
228,716 |
| ||
|
Controlled affiliate company investments |
|
2,608,648 |
|
2,529,588 |
| ||
|
Total investments at fair value (amortized cost of $8,452,913 and $8,875,095, respectively) |
|
8,573,395 |
|
9,028,379 |
| ||
|
Cash and cash equivalents |
|
299,079 |
|
194,555 |
| ||
|
Interest receivable |
|
138,738 |
|
160,981 |
| ||
|
Receivable for open trades |
|
3,966 |
|
859 |
| ||
|
Other assets |
|
109,683 |
|
112,999 |
| ||
|
Total assets |
|
$ |
9,124,861 |
|
$ |
9,497,773 |
|
|
LIABILITIES |
|
|
|
|
| ||
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Debt |
|
$ |
3,582,199 |
|
$ |
3,924,482 |
|
|
Base management fees payable |
|
33,021 |
|
34,497 |
| ||
|
Income based fees payable |
|
28,949 |
|
33,070 |
| ||
|
Capital gains incentive fees payable |
|
72,448 |
|
92,979 |
| ||
|
Accounts payable and other liabilities |
|
67,073 |
|
81,892 |
| ||
|
Interest and facility fees payable |
|
58,350 |
|
46,974 |
| ||
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Payable for open trades |
|
380 |
|
164 |
| ||
|
Total liabilities |
|
3,842,420 |
|
4,214,058 |
| ||
|
Commitments and contingencies (Note 7) |
|
|
|
|
| ||
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
|
Common stock, par value $0.001 per share, 500,000 common shares authorized; 314,469 and 314,108 common shares issued and outstanding, respectively |
|
314 |
|
314 |
| ||
|
Capital in excess of par value |
|
5,334,249 |
|
5,328,057 |
| ||
|
Accumulated overdistributed net investment income |
|
(57,230 |
) |
(32,846 |
) | ||
|
Accumulated net realized loss on investments, foreign currency transactions, extinguishment of debt and other assets |
|
(114,505 |
) |
(166,668 |
) | ||
|
Net unrealized gains on investments and foreign currency transactions |
|
119,613 |
|
154,858 |
| ||
|
Total stockholders’ equity |
|
5,282,441 |
|
5,283,715 |
| ||
|
Total liabilities and stockholders’ equity |
|
$ |
9,124,861 |
|
$ |
9,497,773 |
|
|
NET ASSETS PER SHARE |
|
$ |
16.80 |
|
$ |
16.82 |
|
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
|
|
|
For the Three Months Ended June 30, |
|
For the Six Months Ended June 30, |
| ||||||||
|
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
| ||||
|
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
| ||||
|
From non-controlled/non-affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income from investments |
|
$ |
122,616 |
|
$ |
100,780 |
|
$ |
247,443 |
|
$ |
200,211 |
|
|
Capital structuring service fees |
|
8,762 |
|
12,371 |
|
21,527 |
|
26,694 |
| ||||
|
Dividend income |
|
4,081 |
|
5,601 |
|
7,912 |
|
13,577 |
| ||||
|
Other income |
|
3,606 |
|
2,854 |
|
6,100 |
|
9,902 |
| ||||
|
Total investment income from non-controlled/non-affiliate company investments |
|
139,065 |
|
121,606 |
|
282,982 |
|
250,384 |
| ||||
|
From non-controlled affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income from investments |
|
4,724 |
|
3,295 |
|
7,319 |
|
6,195 |
| ||||
|
Capital structuring service fees |
|
2,205 |
|
— |
|
2,205 |
|
650 |
| ||||
|
Dividend income |
|
744 |
|
826 |
|
1,369 |
|
3,498 |
| ||||
|
Other income |
|
68 |
|
76 |
|
130 |
|
403 |
| ||||
|
Total investment income from non-controlled affiliate company investments |
|
7,741 |
|
4,197 |
|
11,023 |
|
10,746 |
| ||||
|
From controlled affiliate company investments: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income from investments |
|
73,932 |
|
72,075 |
|
145,166 |
|
143,268 |
| ||||
|
Capital structuring service fees |
|
12,115 |
|
9,361 |
|
19,531 |
|
15,286 |
| ||||
|
Dividend income |
|
10,000 |
|
10,322 |
|
30,099 |
|
30,400 |
| ||||
|
Management and other fees |
|
6,235 |
|
6,078 |
|
12,273 |
|
12,030 |
| ||||
|
Other income |
|
391 |
|
1,288 |
|
1,652 |
|
2,532 |
| ||||
|
Total investment income from controlled affiliate company investments |
|
102,673 |
|
99,124 |
|
208,721 |
|
203,516 |
| ||||
|
Total investment income |
|
249,479 |
|
224,927 |
|
502,726 |
|
464,646 |
| ||||
|
EXPENSES: |
|
|
|
|
|
|
|
|
| ||||
|
Interest and credit facility fees |
|
56,421 |
|
53,151 |
|
114,996 |
|
105,644 |
| ||||
|
Base management fees |
|
33,021 |
|
30,731 |
|
66,937 |
|
60,815 |
| ||||
|
Income based fees |
|
28,949 |
|
25,540 |
|
58,314 |
|
53,858 |
| ||||
|
Capital gain incentive fees |
|
7,682 |
|
10,168 |
|
3,462 |
|
11,103 |
| ||||
|
Administrative fees |
|
3,514 |
|
2,813 |
|
6,970 |
|
6,556 |
| ||||
|
Other general and administrative |
|
8,773 |
|
7,610 |
|
15,726 |
|
14,040 |
| ||||
|
Total expenses |
|
138,360 |
|
130,013 |
|
266,405 |
|
252,016 |
| ||||
|
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
111,119 |
|
94,914 |
|
236,321 |
|
212,630 |
| ||||
|
Income tax expense, including excise tax |
|
2,616 |
|
2,923 |
|
6,141 |
|
8,303 |
| ||||
|
NET INVESTMENT INCOME |
|
108,503 |
|
91,991 |
|
230,180 |
|
204,327 |
| ||||
|
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: |
|
|
|
|
|
|
|
|
| ||||
|
Net realized gains (losses): |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliate company investments |
|
24,910 |
|
519 |
|
51,804 |
|
10,667 |
| ||||
|
Non-controlled affiliate company investments |
|
— |
|
— |
|
333 |
|
38 |
| ||||
|
Controlled affiliate company investments |
|
— |
|
(47,956 |
) |
— |
|
(46,188 |
) | ||||
|
Foreign currency transactions |
|
(662 |
) |
(1,080 |
) |
3,865 |
|
(917 |
) | ||||
|
Net realized gains (losses) |
|
24,248 |
|
(48,517 |
) |
56,002 |
|
(36,400 |
) | ||||
|
Net unrealized gains (losses): |
|
|
|
|
|
|
|
|
| ||||
|
Non-controlled/non-affiliate company investments |
|
10,683 |
|
13,031 |
|
(23,728 |
) |
9,786 |
| ||||
|
Non-controlled affiliate company investments |
|
10,812 |
|
31,955 |
|
16,396 |
|
47,046 |
| ||||
|
Controlled affiliate company investments |
|
(7,752 |
) |
54,630 |
|
(26,615 |
) |
35,410 |
| ||||
|
Foreign currency transactions |
|
28 |
|
(259 |
) |
(1,298 |
) |
(274 |
) | ||||
|
Net unrealized gains (losses) |
|
13,771 |
|
99,357 |
|
(35,245 |
) |
91,968 |
| ||||
|
Net realized and unrealized gains (losses) from investments and foreign currency transactions |
|
38,019 |
|
50,840 |
|
20,757 |
|
55,568 |
| ||||
|
REALIZED LOSSES ON EXTINGUISHMENT OF DEBT |
|
— |
|
— |
|
(3,839 |
) |
(72 |
) | ||||
|
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS |
|
$ |
146,522 |
|
$ |
142,831 |
|
$ |
247,098 |
|
$ |
259,823 |
|
|
BASIC AND DILUTED EARNINGS PER COMMON SHARE (see Note 10) |
|
$ |
0.47 |
|
$ |
0.48 |
|
$ |
0.79 |
|
$ |
0.87 |
|
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING (see Note 10) |
|
314,469 |
|
298,270 |
|
314,289 |
|
298,122 |
| ||||
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of June 30, 2015
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
| ||
|
Investment Funds and Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
CIC Flex, LP (10) |
|
Investment partnership |
|
Limited partnership units (0.94 units) |
|
|
|
9/7/2007 |
|
$ |
— |
|
$ |
248 |
(2) |
|
|
|
Covestia Capital Partners, LP (10) |
|
Investment partnership |
|
Limited partnership interest (47.00% interest) |
|
|
|
6/17/2008 |
|
487 |
|
1,863 |
(2) |
|
| ||
|
HCI Equity, LLC (8)(9)(10) |
|
Investment company |
|
Member interest (100.00% interest) |
|
|
|
4/1/2010 |
|
— |
|
128 |
|
|
| ||
|
Imperial Capital Private Opportunities, LP (10)(29) |
|
Investment partnership |
|
Limited partnership interest (80.00% interest) |
|
|
|
5/10/2007 |
|
4,214 |
|
20,380 |
(2) |
|
| ||
|
Partnership Capital Growth Fund I, L.P. (10) |
|
Investment partnership |
|
Limited partnership interest (25.00% interest) |
|
|
|
6/16/2006 |
|
— |
|
873 |
(2) |
|
| ||
|
Partnership Capital Growth Investors III, L.P. (10)(29) |
|
Investment partnership |
|
Limited partnership interest (2.50% interest) |
|
|
|
10/5/2011 |
|
2,722 |
|
2,861 |
(2) |
|
| ||
|
PCG-Ares Sidecar Investment, L.P. (10)(29) |
|
Investment partnership |
|
Limited partnership interest (100.00% interest) |
|
|
|
5/22/2014 |
|
6,500 |
|
8,042 |
(2) |
|
| ||
|
PCG-Ares Sidecar Investment II, L.P. (10)(29) |
|
Investment partnership |
|
Limited partnership interest (100.00% interest) |
|
|
|
10/31/2014 |
|
2,147 |
|
1,279 |
(2) |
|
| ||
|
Piper Jaffray Merchant Banking Fund I, L.P. (10)(29) |
|
Investment partnership |
|
Limited partnership interest (2.00% interest) |
|
|
|
8/16/2012 |
|
1,240 |
|
1,342 |
(2) |
|
| ||
|
Senior Secured Loan Fund LLC (8)(11)(30) |
|
Co-investment vehicle |
|
Subordinated certificates ($2,089,348 par due 12/2024) |
|
8.27% (Libor + 8.00%/M)(24) |
|
10/30/2009 |
|
2,089,348 |
|
2,099,796 |
|
|
| ||
|
|
|
|
|
Member interest (87.50% interest) |
|
|
|
10/30/2009 |
|
— |
|
— |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
2,089,348 |
|
2,099,796 |
|
|
| ||
|
VSC Investors LLC (10) |
|
Investment company |
|
Membership interest (1.95% interest) |
|
|
|
1/24/2008 |
|
879 |
|
1,661 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
2,107,537 |
|
2,138,473 |
|
40.48 |
% | ||
|
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
Alegeus Technologies Holdings Corp. |
|
Benefits administration and transaction processing provider |
|
Preferred stock (2,997 shares) |
|
|
|
12/13/2013 |
|
3,087 |
|
1,913 |
|
|
| ||
|
|
|
|
|
Common stock (3 shares) |
|
|
|
12/13/2013 |
|
3 |
|
— |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
3,090 |
|
1,913 |
|
|
| ||
|
American Academy Holdings, LLC |
|
Provider of education, training, certification, networking, and consulting services to medical coders and other healthcare professionals |
|
First lien senior secured loan ($8,810 par due 6/2019) |
|
7.00% (Libor + 6.00%/Q) |
|
6/27/2014 |
|
8,810 |
|
8,810 |
(2)(20)(23) |
|
| ||
|
|
|
|
|
First lien senior secured loan ($52,039 par due 6/2019) |
|
7.00% (Libor + 6.00%/Q) |
|
6/27/2014 |
|
52,039 |
|
52,039 |
(3)(20)(23) |
|
| ||
|
|
|
|
|
First lien senior secured loan ($3,540 par due 6/2019) |
|
4.00% (Libor + 3.00%/Q) |
|
6/27/2014 |
|
3,540 |
|
3,540 |
(4)(23) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
64,389 |
|
64,389 |
|
|
| ||
|
AwarePoint Corporation |
|
Healthcare technology platform developer |
|
First lien senior secured loan ($10,000 par due 6/2018) |
|
9.50% |
|
9/5/2014 |
|
9,920 |
|
9,900 |
(2) |
|
| ||
|
|
|
|
|
Warrant to purchase up to 3,213,367 shares of Series 1 preferred stock |
|
|
|
11/14/2014 |
|
— |
|
609 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
9,920 |
|
10,509 |
|
|
| ||
|
AxelaCare Holdings, Inc. and AxelaCare Investment Holdings, L.P. |
|
Provider of home infusion services |
|
Preferred units (8,664,072 units) |
|
|
|
4/12/2013 |
|
866 |
|
726 |
(2) |
|
| ||
|
|
|
|
|
Common units (87,514 units) |
|
|
|
4/12/2013 |
|
17 |
|
7 |
(2) |
|
| ||
|
|
|
|
|
|
|
|
|
|
|
883 |
|
733 |
|
|
| ||
|
California Forensic Medical Group, Incorporated (28) |
|
Correctional facility healthcare operator |
|
First lien senior secured loan ($44,707 par due 11/2018) |
|
9.25% (Libor + 8.00%/Q) |
|
11/16/2012 |
|
44,707 |
|
44,707 |
(3)(23) |
|
| ||
As of June 30, 2015
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
CCS Intermediate Holdings, LLC and CCS Group Holdings, LLC (28) |
|
Correctional facility healthcare operator |
|
First lien senior secured revolving loan ($2,625 par due 7/2019) |
|
6.25% (Base Rate + 3.00%/Q) |
|
7/23/2014 |
|
2,625 |
|
2,572 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($6,685 par due 7/2021) |
|
5.00% (Libor + 4.00%/Q) |
|
7/23/2014 |
|
6,657 |
|
6,551 |
(2)(23) |
|
|
|
|
|
|
|
Second lien senior secured loan ($135,000 par due 7/2022) |
|
9.38% (Libor + 8.38%/Q) |
|
7/23/2014 |
|
133,805 |
|
129,600 |
(2)(23) |
|
|
|
|
|
|
|
Class A units (601,937 units) |
|
|
|
8/19/2010 |
|
— |
|
1,023 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
143,087 |
|
139,746 |
|
|
|
|
DNAnexus, Inc. |
|
Bioinformatics company |
|
First lien senior secured loan ($10,500 par due 10/2018) |
|
9.25% (Libor + 8.25%/M) |
|
3/21/2014 |
|
10,151 |
|
10,500 |
(2)(23) |
|
|
|
|
|
|
|
Warrant to purchase up to 909,092 units of Series C preferred stock |
|
|
|
3/21/2014 |
|
— |
|
347 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
10,151 |
|
10,847 |
|
|
|
|
Global Healthcare Exchange, LLC and GHX Ultimate Parent Corp. (28) |
|
On-demand supply chain automation solutions provider |
|
First lien senior secured loan ($220,118 par due 3/2020) |
|
8.50% (Libor + 7.50%/Q) |
|
3/11/2014 |
|
218,762 |
|
220,118 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($9,975 par due 3/2020) |
|
8.50% (Libor + 7.50%/Q) |
|
3/11/2014 |
|
9,873 |
|
9,975 |
(4)(23) |
|
|
|
|
|
|
|
Class A common stock (2,991 shares) |
|
|
|
3/11/2014 |
|
2,991 |
|
2,991 |
(2) |
|
|
|
|
|
|
|
Class B common stock (980 shares) |
|
|
|
3/11/2014 |
|
30 |
|
3,027 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
231,656 |
|
236,111 |
|
|
|
|
Greenphire, Inc. and RMCF III CIV XXIX, L.P (28) |
|
Software provider for clinical trial management |
|
First lien senior secured loan ($4,000 par due 12/2018) |
|
9.00% (Libor + 8.00%/M) |
|
12/19/2014 |
|
4,000 |
|
4,000 |
(2)(23) |
|
|
|
|
|
|
|
Limited partnership interest (99.90% interest) |
|
|
|
12/19/2014 |
|
999 |
|
999 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,999 |
|
4,999 |
|
|
|
|
INC Research Mezzanine Co-Invest, LLC |
|
Pharmaceutical and biotechnology consulting services |
|
Common units (1,410,000 units) |
|
|
|
9/27/2010 |
|
255 |
|
4,994 |
(2) |
|
|
|
Intermedix Corporation |
|
Revenue cycle management provider to the emergency healthcare industry |
|
Second lien senior secured loan ($112,000 par due 6/2020) |
|
9.25% (Libor + 8.25%/Q) |
|
12/27/2012 |
|
112,000 |
|
110,880 |
(2)(23) |
|
|
|
LM Acquisition Holdings, LLC (9) |
|
Developer and manufacturer of medical equipment |
|
Class A units (426 units) |
|
|
|
9/27/2013 |
|
660 |
|
1,610 |
(2) |
|
|
|
MC Acquisition Holdings I, LLC |
|
Healthcare professional provider |
|
Class A units (1,338,314 shares) |
|
|
|
1/17/2014 |
|
1,338 |
|
1,756 |
(2) |
|
|
|
Monte Nido Holdings, LLC |
|
Outpatient eating disorder treatment provider |
|
First lien senior secured loan ($44,750 par due 12/2019) |
|
8.50% (Libor + 7.50%/Q) |
|
12/20/2013 |
|
44,750 |
|
44,302 |
(3)(16)(23) |
|
|
|
MW Dental Holding Corp. (28) |
|
Dental services provider |
|
First lien senior secured revolving loan ($2,000 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
2,000 |
|
2,000 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($13,094 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
13,094 |
|
13,094 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($24,358 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
24,358 |
|
24,358 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($47,990 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
47,990 |
|
47,990 |
(3)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($19,846 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
19,846 |
|
19,846 |
(4)(23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
107,288 |
|
107,288 |
|
|
|
|
My Health Direct, Inc. (28) |
|
Healthcare scheduling exchange software solution provider |
|
First lien senior secured loan ($3,000 par due 1/2018) |
|
10.75% |
|
9/18/2014 |
|
2,924 |
|
3,000 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 4,548 shares of Series D preferred stock |
|
|
|
9/18/2014 |
|
39 |
|
39 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,963 |
|
3,039 |
|
|
|
|
Napa Management Services Corporation |
|
Anesthesia management services provider |
|
First lien senior secured loan ($36,734 par due 2/2019) |
|
9.61% (Libor + 8.61%/Q) |
|
4/15/2011 |
|
36,734 |
|
36,734 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($33,266 par due 2/2019) |
|
9.61% (Libor + 8.61%/Q) |
|
4/15/2011 |
|
33,221 |
|
33,266 |
(3)(23) |
|
|
|
|
|
|
|
Common units (5,345 units) |
|
|
|
4/15/2011 |
|
5,764 |
|
12,558 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
75,719 |
|
82,558 |
|
|
|
|
Netsmart Technologies, Inc. and NS Holdings, Inc. |
|
Healthcare technology provider |
|
Second lien senior secured loan ($90,000 par due 8/2019) |
|
10.50% (Libor + 9.50%/Q) |
|
2/27/2015 |
|
90,000 |
|
90,000 |
(2)(23) |
|
|
As of June 30, 2015
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
|
Common stock (2,500,000 shares) |
|
|
|
6/21/2010 |
|
760 |
|
2,970 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
90,760 |
|
92,970 |
|
|
|
|
New Trident Holdcorp, Inc. |
|
Outsourced mobile diagnostic healthcare service provider |
|
Second lien senior secured loan ($80,000 par due 7/2020) |
|
10.25% (Libor + 9.00%/Q) |
|
8/6/2013 |
|
78,785 |
|
76,000 |
(2)(23) |
|
|
|
Nodality, Inc. |
|
Biotechnology company |
|
First lien senior secured loan ($7,680 par due 2/2018) |
|
8.90% |
|
4/25/2014 |
|
7,494 |
|
7,680 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($3,000 par due 8/2018) |
|
8.90% |
|
4/25/2014 |
|
2,916 |
|
3,000 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 164,179 shares of Series B preferred stock |
|
|
|
4/25/2014 |
|
— |
|
41 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
10,410 |
|
10,721 |
|
|
|
|
OmniSYS Acquisition Corporation, OmniSYS, LLC, and OSYS Holdings, LLC (28) |
|
Provider of technology-enabled solutions to pharmacies |
|
First lien senior secured loan ($19,456 par due 11/2018) |
|
8.50% (Libor + 7.50%/Q) |
|
11/21/2013 |
|
19,456 |
|
19,456 |
(2)(23) |
|
|
|
|
|
|
|
Limited liability company membership interest (1.57)% |
|
|
|
11/21/2013 |
|
1,000 |
|
1,238 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
20,456 |
|
20,694 |
|
|
|
|
PerfectServe, Inc. (28) |
|
Communications software platform provider for hospitals and physician practices |
|
First lien senior secured revolving loan ($1,500 par due 6/2016) |
|
7.50% |
|
12/26/2013 |
|
1,500 |
|
1,500 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($2,408 par due 10/2017) |
|
10.00% |
|
12/26/2013 |
|
2,392 |
|
2,408 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($2,855 par due 4/2017) |
|
10.00% |
|
12/26/2013 |
|
2,840 |
|
2,855 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 34,113 units of Series C preferred stock |
|
|
|
12/26/2013 |
|
— |
|
106 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,732 |
|
6,869 |
|
|
|
|
PhyMED Management LLC |
|
Provider of anesthesia services |
|
First lien senior secured loan ($9,950 par due 11/2020) |
|
5.25% (Libor + 4.25%/M) |
|
11/18/2014 |
|
9,887 |
|
9,950 |
(2)(23) |
|
|
|
Physiotherapy Associates Holdings, Inc. |
|
Physical therapy provider |
|
Class A common stock (100,000 shares) |
|
|
|
12/31/2013 |
|
3,090 |
|
4,665 |
|
|
|
|
POS I Corp. (fka Vantage Oncology, Inc.) |
|
Radiation oncology care provider |
|
Common stock (62,157 shares) |
|
|
|
2/3/2011 |
|
4,670 |
|
1,043 |
(2) |
|
|
|
Press Ganey Holdings, Inc. |
|
Provider of patient surveys, management reports and national databases for the integrated healthcare delivery system |
|
Common stock (47,987 shares) |
|
|
|
5/27/2015 |
|
292 |
|
1,381 |
(2) |
|
|
|
Reed Group Holdings, LLC |
|
Medical disability management services provider |
|
Equity interests |
|
|
|
4/1/2010 |
|
— |
|
— |
(2) |
|
|
|
Respicardia, Inc. |
|
Developer of implantable therapies to improve cardiovascular health |
|
Warrant to purchase up to 99,094 shares of Series C preferred stock |
|
|
|
6/28/2012 |
|
38 |
|
28 |
(2) |
|
|
|
Sage Products Holdings III, LLC |
|
Patient infection control and preventive care solutions provider |
|
Second lien senior secured loan ($108,679 par due 6/2020) |
|
9.25% (Libor + 8.00%/Q) |
|
12/13/2012 |
|
108,494 |
|
108,679 |
(2)(23) |
|
|
|
Sarnova HC, LLC, Tri-Anim Health Services, Inc., and BEMS Holdings, LLC |
|
Distributor of emergency medical service and respiratory products |
|
Second lien senior secured loan ($60,000 par due 9/2018) |
|
8.75% (Libor + 8.00%/M) |
|
6/30/2014 |
|
60,000 |
|
60,000 |
(2)(23) |
|
|
|
SurgiQuest, Inc. |
|
Medical device company |
|
Warrant to purchase up to 54,672 shares of Series D-4 convertible preferred stock |
|
|
|
9/28/2012 |
|
— |
|
— |
(2) |
|
|
|
Transaction Data Systems, Inc. |
|
Pharmacy management software provider |
|
Second lien senior secured loan ($27,500 par due 6/2022) |
|
9.25% (Libor + 8.25%/M) |
|
6/15/2015 |
|
27,500 |
|
27,500 |
(2)(23) |
|
|
|
U.S. Anesthesia Partners, Inc. |
|
Anesthesiology service provider |
|
Second lien senior secured loan ($50,000 par due 9/2020) |
|
9.00% (Libor + 8.00%/Q) |
|
9/24/2014 |
|
50,000 |
|
50,000 |
(2)(23) |
|
|
|
Urgent Cares of America Holdings I, LLC |
|
Operator of urgent care clinics |
|
Preferred units (6,000,000 units) |
|
|
|
6/11/2015 |
|
6,000 |
|
6,000 |
(2) |
|
|
|
|
|
|
|
Series A common units (2,000,000 units) |
|
|
|
6/11/2015 |
|
2,000 |
|
1,830 |
(2) |
|
|
|
|
|
|
|
Series C common units (800,507 units) |
|
|
|
6/11/2015 |
|
— |
|
612 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,000 |
|
8,442 |
|
|
|
|
Young Innovations, Inc. |
|
Dental supplies and equipment manufacturer |
|
Second lien senior secured loan ($45,000 par due 7/2019) |
|
9.00% (Libor + 8.00%/Q) |
|
5/30/2014 |
|
45,000 |
|
45,000 |
(2)(23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,381,969 |
|
1,394,323 |
|
26.40 |
% |
As of June 30, 2015
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
Other Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Residential Services L.L.C. |
|
Heating, ventilation and air conditioning services provider |
|
Second lien senior secured loan ($50,000 par due 12/2021) |
|
9.00% (Libor + 8.00%/Q) |
|
6/30/2014 |
|
49,567 |
|
50,000 |
(2)(23) |
|
|
|
Community Education Centers, Inc. and CEC Parent Holdings LLC (8) |
|
Offender re-entry and in-prison treatment services provider |
|
First lien senior secured loan ($13,657 par due 12/2017) |
|
6.25% (Libor + 5.25%/Q) |
|
12/10/2010 |
|
13,657 |
|
13,657 |
(2)(13)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($629 par due 12/2017) |
|
7.50% (Base Rate + 4.25%/Q) |
|
12/10/2010 |
|
629 |
|
629 |
(2)(13)(23) |
|
|
|
|
|
|
|
Second lien senior secured loan ($21,985 par due 6/2018) |
|
15.28% (Libor + 15.00%/Q) |
|
12/10/2010 |
|
21,895 |
|
21,895 |
(2) |
|
|
|
|
|
|
|
Class A senior preferred units (7,846 units) |
|
|
|
3/27/2015 |
|
9,384 |
|
8,445 |
(2) |
|
|
|
|
|
|
|
Class A junior preferred units (26,154 units) |
|
|
|
3/27/2015 |
|
19,833 |
|
12,437 |
(2) |
|
|
|
|
|
|
|
Class A common units (134 units) |
|
|
|
3/27/2015 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
65,398 |
|
57,063 |
|
|
|
|
Competitor Group, Inc. and Calera XVI, LLC (28) |
|
Endurance sports media and event operator |
|
First lien senior secured revolving loan ($3,750 par due 11/2018) |
|
9.00% (Libor + 7.75%/Q) |
|
11/30/2012 |
|
3,750 |
|
3,375 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($24,506 par due 11/2018) |
|
10.50% (Libor + 7.75% Cash, 1.50% PIK /Q) |
|
11/30/2012 |
|
24,506 |
|
22,055 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($30,007 par due 11/2018) |
|
10.50% (Libor + 7.75% Cash, 1.50% PIK /Q) |
|
11/30/2012 |
|
30,007 |
|
27,006 |
(3)(23) |
|
|
|
|
|
|
|
Membership units (2,500,000 units) |
|
|
|
11/30/2012 |
|
2,523 |
|
198 |
(2)(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
60,786 |
|
52,634 |
|
|
|
|
Crown Health Care Laundry Services, Inc. and Crown Laundry Holdings, LLC (7)(28) |
|
Provider of outsourced healthcare linen management solutions |
|
First lien senior secured revolving loan |
|
|
|
3/13/2014 |
|
— |
|
— |
(2)(25) |
|
|
|
|
|
|
|
First lien senior secured loan ($24,194 par due 3/2019) |
|
7.75% (Libor + 6.50%/Q) |
|
3/13/2014 |
|
24,194 |
|
24,194 |
(2)(23) |
|
|
|
|
|
|
|
Class A preferred units (2,475,000 units) |
|
|
|
3/13/2014 |
|
2,475 |
|
3,592 |
(2) |
|
|
|
|
|
|
|
Class B common units (275,000 units) |
|
|
|
3/13/2014 |
|
275 |
|
399 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
26,944 |
|
28,185 |
|
|
|
|
Dwyer Acquisition Parent, Inc. and TDG Group Holding Company |
|
Operator of multiple franchise concepts primarily related to home maintenance or repairs |
|
Senior subordinated loan ($52,670 par due 2/2020) |
|
11.00% |
|
8/15/2014 |
|
52,670 |
|
52,670 |
(2) |
|
|
|
|
|
|
|
Senior subordinated loan ($31,500 par due 2/2020) |
|
11.00% |
|
6/12/2015 |
|
31,500 |
|
31,500 |
(2) |
|
|
|
|
|
|
|
Common stock (32,843 shares) |
|
|
|
8/15/2014 |
|
3,378 |
|
3,797 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
87,548 |
|
87,967 |
|
|
|
|
Massage Envy, LLC (28) |
|
Franchisor in the massage industry |
|
First lien senior secured loan ($8,017 par due 9/2018) |
|
8.50% (Libor + 7.25%/Q) |
|
9/27/2012 |
|
8,017 |
|
8,017 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($46,434 par due 9/2018) |
|
8.50% (Libor + 7.25%/Q) |
|
9/27/2012 |
|
46,434 |
|
46,434 |
(3)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($19,469 par due 9/2018) |
|
8.50% (Libor + 7.25%/Q) |
|
9/27/2012 |
|
19,469 |
|
19,469 |
(4)(23) |
|
|
|
|
|
|
|
Common stock (3,000,000 shares) |
|
|
|
9/27/2012 |
|
3,000 |
|
4,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,920 |
|
78,662 |
|
|
|
|
McKenzie Sports Products, LLC (28) |
|
Designer, manufacturer and distributor of hunting-related supplies |
|
First lien senior secured loan ($84,500 par due 9/2020) |
|
6.75% (Libor + 5.75%/M) |
|
9/18/2014 |
|
84,500 |
|
84,500 |
(2)(14)(23) |
|
|
|
OpenSky Project, Inc. |
|
Social commerce platform operator |
|
First lien senior secured loan ($2,700 par due 9/2017) |
|
15.00% |
|
6/4/2014 |
|
2,671 |
|
2,565 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($200 par due 9/2017) |
|
17.50% |
|
6/4/2014 |
|
198 |
|
190 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 159,496 shares of Series D preferred stock |
|
|
|
6/29/2015 |
|
48 |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,917 |
|
2,755 |
|
|
|
|
PODS, LLC |
|
Storage and warehousing |
|
Second lien senior secured loan ($17,500 par due 2/2023) |
|
9.25% (Libor + 8.25%/Q) |
|
2/2/2015 |
|
17,332 |
|
17,500 |
(2)(23) |
|
|
|
Spin HoldCo Inc. |
|
Laundry service and equipment provider |
|
Second lien senior secured loan ($140,000 par due 5/2020) |
|
8.00% (Libor + 7.00%/M) |
|
5/14/2013 |
|
140,000 |
|
138,600 |
(2)(23) |
|
|
|
Surface Dive, Inc. |
|
SCUBA diver training and certification provider |
|
Second lien senior secured loan ($72,000 par due 1/2022) |
|
10.25% (Libor + 9.25%/Q) |
|
1/29/2015 |
|
71,580 |
|
72,000 |
(2)(23) |
|
|
As of June 30, 2015
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
TWH Water Treatment Industries, Inc., TWH Filtration Industries, Inc. and TWH Infrastructure Industries, Inc. (28) |
|
Wastewater infrastructure repair, treatment and filtration holding company |
|
First lien senior secured loan ($2,240 par due 10/2019) |
|
10.25% (Libor + 9.25%/Q) |
|
10/10/2014 |
|
2,240 |
|
2,240 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($36,400 par due 10/2019) |
|
10.25% (Libor + 9.25%/Q) |
|
10/10/2014 |
|
36,400 |
|
36,400 |
(3)(23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
38,640 |
|
38,640 |
|
|
|
|
United Road Towing, Inc. |
|
Towing company |
|
Warrant to purchase up to 607 shares |
|
|
|
4/1/2010 |
|
— |
|
— |
|
|
|
|
Wash Multifamily Acquisition Inc. and Coinmatic Canada Inc. |
|
Laundry service and equipment provider |
|
Second lien senior secured loan ($3,726 par due 5/2023) |
|
8.00% (Libor + 7.00%/M) |
|
5/14/2015 |
|
3,652 |
|
3,726 |
(2)(23) |
|
|
|
|
|
|
|
Second lien senior secured loan ($21,274 par due 5/2023) |
|
8.00% (Libor + 7.00%/M) |
|
5/14/2015 |
|
20,853 |
|
21,274 |
(2)(23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
24,505 |
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
746,637 |
|
733,506 |
|
13.89 |
% |
|
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Feradyne Outdoors, LLC and Bowhunter Holdings, LLC |
|
Provider of branded archery and bowhunting accessories |
|
First lien senior secured loan ($13,500 par due 3/2019) |
|
4.00% (Libor + 3.00%/Q) |
|
4/24/2014 |
|
13,500 |
|
13,500 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($25,500 par due 3/2019) |
|
6.55% (Libor + 5.55%/Q) |
|
4/24/2014 |
|
25,500 |
|
25,500 |
(2)(19)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($6,742 par due 3/2019) |
|
4.00% (Libor + 3.00%/Q) |
|
4/24/2014 |
|
6,742 |
|
6,742 |
(2)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($50,100 par due 3/2019) |
|
6.55% (Libor + 5.55%/Q) |
|
4/24/2014 |
|
50,100 |
|
50,100 |
(2)(19)(23) |
|
|
|
|
|
|
|
Common units (373 units) |
|
|
|
4/24/2014 |
|
3,733 |
|
4,228 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99,575 |
|
100,070 |
|
|
|
|
Implus Footcare, LLC |
|
Provider of footwear and other accessories |
|
First lien senior secured loan ($20,000 par due 4/2021) |
|
7.00% (Libor + 6.00%/Q) |
|
4/30/2015 |
|
19,888 |
|
20,000 |
(2)(23) |
|
|
|
Indra Holdings Corp. |
|
Designer, marketer, and distributor of rain and cold weather products |
|
Second lien senior secured loan ($80,000 par due 11/2021) |
|
8.50% (Libor + 7.50%/Q) |
|
5/1/2014 |
|
78,900 |
|
76,800 |
(2)(23) |
|
|
|
Matrixx Initiatives, Inc. and Wonder Holdings Acquisition Corp. |
|
Developer and marketer of OTC healthcare products |
|
Warrant to purchase up to 1,489 shares of preferred stock |
|
|
|
7/27/2011 |
|
— |
|
1,289 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 1,654,678 shares of common stock |
|
|
|
7/27/2011 |
|
— |
|
86 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
1,375 |
|
|
|
|
Oak Parent, Inc. |
|
Manufacturer of athletic apparel |
|
First lien senior secured loan ($2,631 par due 4/2018) |
|
7.50% (Libor + 7.00%/Q) |
|
4/2/2012 |
|
2,627 |
|
2,631 |
(3)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($8,377 par due 4/2018) |
|
7.50% (Libor + 7.00%/Q) |
|
4/2/2012 |
|
8,358 |
|
8,377 |
(4)(23) |
|
|
|
|
|
|
|
|
|
|
|
|
|
10,985 |
|
11,008 |
|
|
|
|
PG-ACP Co-Invest, LLC |
|
Supplier of medical uniforms, specialized medical footwear and accessories |
|
Class A membership units (1,000,0000 units) |
|
|
|
8/29/2012 |
|
1,000 |
|
1,388 |
(2) |
|
|
|
Plantation Products, LLC, Seed Holdings, Inc. and Flora Parent, Inc. |
|
Provider of branded lawn and garden products |
|
Second lien senior secured loan ($66,000 par due 6/2021) |
|
9.94% (Libor + 8.94%/Q) |
|
12/23/2014 |
|
65,651 |
|
66,000 |
(2)(23) |
|
|
|
|
|
|
|
Common stock (30,000 shares) |
|
|
|
12/23/2014 |
|
3,000 |
|
3,773 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
68,651 |
|
69,773 |
|
|
|
|
Shock Doctor, Inc. and Shock Doctor Holdings, LLC (7) |
|
Developer, marketer and distributor of sports protection equipment and accessories |
|
Second lien senior secured loan ($75,000 par due 10/2021) |
|
11.50% (Libor + 10.50%/Q) |
|
4/22/2015 |
|
75,000 |
|
75,000 |
(2)(23) |
|
|
|
|
|
|
|
Class A preferred units (50,000 units) |
|
|
|
3/14/2014 |
|
5,000 |
|
5,350 |
(2) |
|
|
|
|
|
|
|
Class C preferred units (50,000 units) |
|
|
|
4/22/2015 |
|
5,000 |
|
5,350 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
85,000 |
|
85,700 |
|
|
|
|
The Hygenic Corporation |
|
Designer, manufacturer and marketer of branded wellness products |
|
Second lien senior secured loan ($70,000 par due 4/2021) |
|
9.75% (Libor + 8.75%/Q) |
|
2/27/2015 |
|
70,000 |
|
70,000 |
(2)(23) |
|
|
|
The Step2 Company, LLC (8) |
|
Toy manufacturer |
|
Second lien senior secured loan ($27,583 par due 9/2019) |
|
10.00% |
|
4/1/2010 |
|
27,473 |
|
27,583 |
(2) |
|
|
|
|
|
|
|
Second lien senior secured loan ($4,500 par due 9/2019) |
|
10.00% |
|
3/13/2014 |
|
4,500 |
|
4,500 |
(2) |
|
|
As of June 30, 2015
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
|
Second lien senior secured loan ($40,082 par due 9/2019) |
|
|
|
4/1/2010 |
|
30,802 |
|
12,005 |
(2)(22) |
|
|
|
|
|
|
|
Common units (1,116,879 units) |
|
|
|
4/1/2011 |
|
24 |
|
— |
|
|
|
|
|
|
|
|
Class B common units (126,278,000 units) |
|
|
|
10/30/2014 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 3,157,895 units |
|
|
|
4/1/2010 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,799 |
|
44,088 |
|
|
|
|
Varsity Brands Holding Co., Inc., Hercules Achievement, Inc., Hercules Achievement Holdings, Inc. and Hercules VB Holdings, Inc. |
|
Leading manufacturer and distributor of textiles, apparel & luxury goods |
|
Second lien senior secured loan ($91,697 par due 12/2022) |
|
9.75% (Libor + 8.75%/Q) |
|
12/11/2014 |
|
90,843 |
|
91,697 |
(2)(23) |
|
|
|
|
|
|
|
Second lien senior secured loan ($55,576 par due 12/2022) |
|
9.75% (Libor + 8.75%/Q) |
|
12/11/2014 |
|
55,056 |
|
55,576 |
(2)(23) |
|
|
|
|
|
|
|
Common stock (3,353,371 shares) |
|
|
|
12/11/2014 |
|
4,147 |
|
4,906 |
(2) |
|
|
|
|
|
|
|
Common stock (3,353,371 shares) |
|
|
|
12/11/2014 |
|
3,353 |
|
3,967 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
153,399 |
|
156,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
650,197 |
|
636,348 |
|
12.05 |
% |
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2329497 Ontario Inc. (9) |
|
Outsourced data center infrastructure and related services provider |
|
Second lien senior secured loan ($42,480 par due 6/2019) |
|
10.50% (Libor + 9.25%/M) |
|
12/13/2013 |
|
43,211 |
|
31,705 |
(2)(23) |
|
|
|
BlackArrow, Inc. |
|
Advertising and data solutions software platform provider |
|
First lien senior secured loan ($6,545 par due 9/2017) |
|
9.25% |
|
3/13/2014 |
|
6,402 |
|
6,545 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 517,386 units of Series C preferred stock |
|
|
|
3/13/2014 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,402 |
|
6,545 |
|
|
|
|
Brandtone Holdings Limited (9)(28) |
|
Mobile communications and marketing services provider |
|
First lien senior secured loan ($5,674 par due 11/2018) |
|
9.50% (Libor + 8.50%/M) |
|
5/11/2015 |
|
5,508 |
|
5,674 |
(2)(23) |
|
|
|
|
|
|
|
Warrant to purchase up to 115,002 units of Series Three participating convertible preferred ordinary shares |
|
|
|
5/11/2015 |
|
— |
|
1 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,508 |
|
5,675 |
|
|
|
|
CallMiner, Inc. |
|
Provider of cloud-based conversational analytics solutions |
|
First lien senior secured loan ($4,000 par due 5/2018) |
|
10.00% |
|
7/23/2014 |
|
3,977 |
|
4,000 |
(2) |
|
|
|
|
|
|
|
First lien senior secured loan ($2,000 par due 9/2018) |
|
10.00% |
|
7/23/2014 |
|
1,988 |
|
2,000 |
(2) |
|
|
|
|
|
|
|
Warrant to purchase up to 2,350,636 shares of Series 1 preferred stock |
|
|
|
7/23/2014 |
|
— |
|
— |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,965 |
|
6,000 |
|
|
|
|
Cast & Crew Payroll, LLC and Centerstage Co-Investors, L.L.C. (7) |
|
Payroll and accounting services provider to the entertainment industry |
|
First lien senior secured loan ($45,069 par due 10/2019) |
|
7.00% (Libor + 6.00%/Q) |
|
12/24/2012 |
|
45,069 |
|
45,069 |
(2)(18)(23) |
|
|
|
|
|
|
|
First lien senior secured loan ($41,813 par due 10/2019) |
|
7.00% (Libor + 6.00%/Q) |
|
12/24/2012 |
|
41,813 |
|
41,813 |
(3)(18)(23) |
|
|
|
|
|
|
|
Class A membership units (2,500,000 units) |
|
|
|
12/24/2012 |
|
57 |
|
14,687 |
(2) |
|
|
|
|
|
|
|
Class B membership units (2,500,000 units) |
|
|
|
12/24/2012 |
|
57 |
|
14,687 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
86,996 |
|
116,256 |
|
|
|
|
CIBT Investment Holdings, LLC |
|
Expedited travel document processing services |
|
Class A shares (2,500 shares) |
|
|
|
12/15/2011 |
|
2,500 |
|
4,411 |
(2) |
|
|
|
Command Alkon, Incorporated and CA Note Issuer, LLC |
|
Software solutions provider to the ready-mix concrete industry |
|
Second lien senior secured loan ($10,000 par due 8/2020) |
|
9.25% (Libor + 8.25%/Q) |
|
9/28/2012 |
|
10,000 |
|
10,000 |
(2)(23) |
|
|
|
|
|
|
|
Second lien senior secured loan ($26,500 par due 8/2020) |
|
9.25% (Libor + 8.25%/Q) |
|
9/28/2012 |
|
26,500 |
|
26,500 |
(2)(23) |
|
|
|
|
|
|
|
Second lien senior secured loan ($11,500 par due 8/2020) |
|
9.25% (Libor + 8.25%/Q) |
|
9/28/2012 |
|
11,500 |
|
11,500 |
(2)(23) |
|
|
|
|
|
|
|
Senior subordinated loan ($18,909 par due 8/2021) |
|
14.00% PIK |
|
8/8/2014 |
|
18,909 |
|
18,909 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
66,909 |
|
66,909 |
|
|
|
|
Compuware Parent, LLC |
|
Web and mobile cloud performance testing and monitoring services provider |
|
Class A-1 common stock (4,132 units) |
|
|
|
12/15/2014 |
|
2,250 |
|
2,527 |
(2) |
|
|
As of June 30, 2015
(dollar amounts in thousands)
(unaudited)
|
Company(1) |
|
Business Description |
|
Investment |
|
Interest(5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
|
Class B-1 common stock (4,132 units) |
< |