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Senior Securities
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Senior Securities

11. Senior Securities

Information about our senior securities is shown in the following table as of end of the last ten fiscal years and the period ended December 31, 2022. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.

Class and Year

 

 

Total Amount Outstanding (in 000’s)

 

 

 

Asset Coverage per Unit(5)

 

 

 

Involuntary Liquidating Preference Per Unit(6)

 

Average Market Value Per Unit(7)

Credit Facility(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

$

 

162,000

 

 

 

$

 

2,246

 

 

 

$

 

 

N/A

Fiscal Year 2021

 

 

$

 

54,000

 

 

 

$

 

2,758

 

 

 

$

 

 

N/A

Fiscal Year 2020

 

 

$

 

38,800

 

 

 

$

 

2,706

 

 

 

$

 

 

N/A

Fiscal Year 2019

 

 

$

 

174,400

 

 

 

$

 

2,352

 

 

 

$

 

 

N/A

Fiscal Year 2018

 

 

$

 

49,000

 

 

 

$

 

3,542

 

 

 

$

 

 

N/A

Fiscal Year 2017

 

 

$

 

16,000

 

 

 

$

 

3,655

 

 

 

$

 

 

N/A

Fiscal Year 2016

 

 

$

 

190,000

 

 

 

$

 

2,754

 

 

 

$

 

 

N/A

Fiscal Year 2015

 

 

$

 

60,000

 

 

 

$

 

3,023

 

 

 

$

 

 

N/A

Fiscal Year 2014

 

 

$

 

144,000

 

 

 

$

 

2,713

 

 

 

$

 

 

N/A

Fiscal Year 2013

 

 

$

 

179,000

 

 

 

$

 

2,460

 

 

 

$

 

 

N/A

Unsecured Senior Notes Due 2025(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

$

 

92,000

 

 

 

$

 

2,246

 

 

$

 

 

 

N/A

Convertible Notes Due 2022(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2021

 

 

$

 

143,750

 

 

 

$

 

2,758

 

 

 

$

 

 

N/A

Fiscal Year 2020

 

 

$

 

143,750

 

 

 

$

 

2,706

 

 

 

$

 

 

N/A

Fiscal Year 2019

 

 

$

 

143,750

 

 

 

$

 

2,352

 

 

 

$

 

 

N/A

Fiscal Year 2018

 

 

$

 

143,750

 

 

 

$

 

3,542

 

 

 

$

 

 

N/A

Fiscal Year 2017

 

 

$

 

143,750

 

 

 

$

 

3,665

 

 

 

$

 

 

N/A

Convertible Notes Due 2018(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2021

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2020

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2019

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2018

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2017

 

 

$

 

55,041

 

 

 

$

 

3,665

 

 

 

$

 

 

N/A

Fiscal Year 2016

 

 

$

 

115,000

 

 

 

$

 

2,754

 

 

 

$

 

 

N/A

Fiscal Year 2015

 

 

$

 

115,000

 

 

 

$

 

3,023

 

 

 

$

 

 

N/A

Fiscal Year 2014

 

 

$

 

115,000

 

 

 

$

 

2,713

 

 

 

$

 

 

N/A

Fiscal Year 2013

 

 

$

 

115,000

 

 

 

$

 

2,460

 

 

 

$

 

 

N/A

Senior Secured Notes(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2021

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2020

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2019

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2018

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2017

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2016

 

 

$

 

17,000

 

 

 

$

 

2,754

 

 

 

$

 

 

N/A

Fiscal Year 2015

 

 

$

 

175,000

 

 

 

$

 

3,023

 

 

 

$

 

 

N/A

Fiscal Year 2014

 

 

$

 

175,000

 

 

 

$

 

2,713

 

 

 

$

 

 

N/A

Fiscal Year 2013

 

 

$

 

175,000

 

 

 

$

 

2,460

 

 

 

$

 

 

N/A

Term Loan(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2021

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2020

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2019

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2018

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2017

 

 

 

N/A

 

 

 

 

N/A

 

 

 

$

 

 

N/A

Fiscal Year 2016

 

 

$

 

15,000

 

 

 

$

 

2,754

 

 

 

$

 

 

N/A

Fiscal Year 2015

 

 

$

 

15,000

 

 

 

$

 

3,023

 

 

 

$

 

 

N/A

Fiscal Year 2014

 

 

$

 

15,000

 

 

 

$

 

2,713

 

 

 

$

 

 

N/A

Fiscal Year 2013

 

 

$

 

10,000

 

 

 

$

 

2,460

 

 

 

$

 

 

N/A

 

(1)
For further information on the Company’s Credit Facility, Unsecured Senior Notes Due 2025 and Convertible Notes Due 2022 (prior to their maturity), refer to Note 4 of the consolidated financial statements.
(2)
On February 19, 2013, the Company closed a private offering of $100.0 million in aggregate principal amount of 5.50% unsecured convertible senior notes due 2018 (the “Convertible Notes”). The initial purchasers of the Convertible Notes fully exercised their overallotment option and purchased an additional $15.0 million in aggregate principal amount of the Convertible Notes. The closing of the overallotment option took place on March 4, 2013. With the exercise of the overallotment option, a total of $115.0 million in aggregate principal amount of the Convertible Notes was sold. Net proceeds to the Company from the offering, including the exercise of the overallotment option, were approximately $111.3 million. The Convertible Notes were only offered to qualified institutional buyers as defined in the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 144A under the Securities Act. The Convertible Notes were unsecured and bore interest at a rate of 5.50% per year, payable semi-annually in arrears. In certain circumstances and during certain periods, the Convertible Notes were convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 86.0585 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $11.62 per share of the Company’s common stock, subject to defined anti-dilution adjustments. The Company did not have the right to redeem the Convertible Notes prior to maturity. On September 27, 2017, the Company purchased $60.0 million in aggregate principal amount of its existing $115.0 million Convertible Notes pursuant to a cash tender offer at a purchase price equal to $1,015 per $1,000 principal amount of notes purchased, plus accrued and unpaid interest, using borrowings under the Credit Facility and cash on hand. All Convertible Notes purchased in the tender offer were retired, cancelled, and no longer outstanding under the indenture. The aggregate purchase price of the Convertible Notes was $60.9 million, plus approximately $0.1 million of reacquisition costs, for a total reacquisition price of $61.0 million, excluding $0.4 million of interest expense. The net carrying amount of the Convertible Notes purchased in the tender offer at the time of purchase was $59.8 million, net of unamortized debt issuance costs and unamortized discount. As such, in accordance with ASC 470-50, Debt – Modifications and Extinguishments, the difference between the reacquisition price and the net carrying amount of the Convertible Notes was recorded as a $1.3 million loss on extinguishment of debt. On February 15, 2018, the remaining Convertible Notes of $55.0 million matured and the Company paid the principal and interest in cash.
(3)
On January 18, 2011, the Company closed a private placement issuance of $158.0 million in aggregate principal amount of five-year, senior secured notes with a fixed interest rate of 6.50% and a maturity date of January 18, 2016, and $17.0 million in aggregate principal amount of seven-year, senior secured notes with a fixed interest rate of 6.60% and a maturity date of January 18, 2018. The $158.0 million five-year, senior secured notes matured on January 18, 2016 and were repaid using proceeds from the Company’s Credit Facility. On April 17, 2017, the Company redeemed the $17.0 million aggregate principal amount of 6.60% senior secured notes due 2018, using proceeds from the Credit Facility. The notes were prepaid at 100% of the principal amount, plus accrued and unpaid interest through the prepayment date, as well as $0.7 million make-whole premium.
(4)
On June 7, 2013, the Company entered into a Senior Secured Term Loan Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan”) which had an original principal amount of $10.0 million and an initial interest rate applicable to borrowings of generally LIBOR plus an applicable margin of 3.75%. Under its most recent amendment, the Term Loan had a principal amount of $15.0 million and a stated maturity date of March 27, 2019. The interest rate applicable to borrowings thereunder was generally LIBOR plus an applicable margin of 3.25%. On June 22, 2017, the Term Loan was repaid.
(5)
The asset coverage ratio for senior securities representing indebtedness is calculated as our consolidated total assets, less all consolidated liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(6)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.
(7)
Not applicable, as senior securities are not registered for public trading.