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INVESTMENTS
9 Months Ended
Sep. 30, 2022
INVESTMENTS  
INVESTMENTS

NOTE 4 - INVESTMENTS

Investments consisted of the following:

As of September 30, 2022

As of December 31, 2021

    

Amortized Cost

    

Fair Value

    

Amortized Cost

    

Fair Value

First lien secured loans

$

622,517

$

615,945

$

709,318

$

697,232

Second lien secured loans

 

24,529

 

20,383

 

25,484

 

23,650

Subordinated unsecured loans

167

 

167

167

 

167

Subordinated Note to STRS JV

 

80,000

 

80,000

 

60,000

 

60,000

Equity (excluding STRS JV)

 

26,193

 

25,993

 

21,991

 

22,552

Equity in STRS JV

 

20,000

 

22,066

 

15,000

 

15,607

Total

$

773,406

$

764,554

$

831,960

$

819,208

The following table shows the portfolio composition by industry grouping at fair value:

Industry ($ in thousands)

As of September 30, 2022

As of December 31, 2021

Advertising

    

$

219

    

%  

$

9,738

    

1.3

%

Air Freight & Logistics

16,046

2.4

21,379

2.9

Alternative Carriers

11,993

1.8

Application Software

18,145

2.7

22,590

3.0

Asset Management & Custody Banks

10,169

1.5

Automotive Retail

14,594

2.2

15,286

2.1

Broadcasting

7,942

1.2

8,027

1.1

Building Products

25,317

3.8

44,184

5.9

Cable & Satellite

14,323

2.2

14,526

2.0

Commodity Chemicals

16,003

2.4

15,172

2.0

Construction & Engineering

11,086

1.5

Construction Materials

8,168

1.2

7,673

1.0

Consumer Finance

9,628

1.3

Data Processing & Outsourced Services

43,387

6.5

32,864

4.4

Department Stores

13,538

1.8

Distributors

3,618

0.5

4,025

0.5

Diversified Chemicals

13,941

2.1

18,360

2.5

Diversified Support Services

11,309

1.7

11,618

1.6

Education Services

13,403

2.0

13,398

1.8

Electric Utilities

10,408

1.6

10,296

1.4

Electronic Equipment & Instruments

6,687

0.9

Environmental & Facilities Services

18,769

2.8

32,998

4.4

Health Care Facilities

10,318

1.6

25,576

3.4

Health Care Services

32,756

4.9

58,055

7.8

Health Care Supplies

23,354

3.5

Heavy Electrical Equipment

13,897

2.1

11,088

1.5

Home Furnishings

25,311

3.8

24,017

3.2

Household Appliances

6,003

0.9

Household Products

11,414

1.7

11,773

1.6

Industrial Machinery

8,209

1.2

Interactive Media & Services

10,260

1.5

20,157

2.7

Internet & Direct Marketing Retail

40,312

6.1

45,668

6.1

Investment Banking & Brokerage

18,372

2.8

19,603

2.6

IT Consulting & Other Services

15,471

2.3

19,162

2.6

Leisure Facilities

22,089

3.3

22,142

3.0

Leisure Products

5,608

0.9

3,072

0.4

Life Sciences Tools & Services

4,912

0.8

4,925

0.7

Office Services & Supplies

25,039

3.8

20,921

2.8

Other Diversified Financial Services

3,823

0.7

3,492

0.5

Packaged Foods & Meats

10,922

1.6

10,862

1.5

Paper Packaging

8,499

1.4

Personal Products

13,566

2.1

12,260

1.6

Real Estate Operating Companies

5,431

0.7

Research & Consulting Services

22,316

3.4

23,822

3.2

Specialized Consumer Services

37,949

5.7

36,225

4.9

Specialized Finance(1)

Systems Software

17,525

2.7

19,160

2.6

Technology Hardware, Storage & Peripherals

16,809

2.6

23,117

3.1

Total(1)

$

662,488

100.0

%

$

743,601

100.0

%

(1)Excludes investments in STRS JV.

As of September 30, 2022, the portfolio companies underlying the investments are all located in the United States and its territories, except for JZ Capital Partners Ltd., which is domiciled in Guernsey, Solar Holdings Bidco Limited, which is domiciled in the United Kingdom, and Arcole Acquisition Corp and Trimlite Buyer, LLC, which are domiciled in Canada. As of September 30, 2022 and December 31, 2021, the weighted average remaining term of the Company’s debt investments, excluding non-accrual investments, were approximately 3.5 years and 3.8 years, respectively.

As of September 30, 2022 there were no loans on non-accrual status. As of December 31, 2021, the total fair value of non-accrual loans was $10,046.

An affiliated company is generally a portfolio company in which the Company owns 5% or more of its voting securities. A controlled affiliated company is generally a portfolio company in which the Company owns more than 25% of its voting securities or has the power to exercise control over its management or policies (including through a management agreement). The following table presents the schedule of investments in and advances to affiliated and controlled persons (as defined by the 1940 Act) as of and for the nine months ended September 30, 2022:

Dividends and

Beginning

Net Change in

Ending Fair

interest

Fair Value at

Net

Unrealized

Value at

Type of

included in

December 31, 

Realized

Appreciation

September 30, 

Affiliated Person(1)

Asset

    

income

    

2021

    

Purchases

    

Sales

    

Gain (Loss)

    

(Depreciation)

    

2022

Non-controlled affiliates

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Arcole Holding Corporation

Equity

$

261

$

6,874

$

$

$

$

(579)

$

6,295

PlayMonster LLC

First Lien Secured Revolving Loan

 

13

 

 

1,088

 

(1,088)

 

 

 

Playmonster Group LLC

First Lien Secured Loan

 

215

 

 

3,565

 

 

 

(56)

 

3,509

Playmonster Group Equity, Inc. (d/b/a PlayMonster)

Preferred Equity

 

 

 

3,600

 

 

 

(1,501)

 

2,099

Playmonster Group Equity, Inc. (d/b/a PlayMonster)

Common Equity

 

 

 

460

 

 

 

(460)

 

Total Non-controlled affiliates

$

489

$

6,874

$

8,713

$

(1,088)

$

$

(2,596)

$

11,903

Controlled affiliates

WHF STRS Ohio Senior Loan Fund LLC*

 

Subordinated Note

$

4,339

$

60,000

$

20,000

$

$

$

$

80,000

WHF STRS Ohio Senior Loan Fund LLC*

 

Equity

 

5,042

 

15,607

 

5,000

 

 

 

1,459

 

22,066

Total Controlled affiliates

 

  

$

9,381

$

75,607

$

25,000

$

$

$

1,459

$

102,066

*

The Company and STRS Ohio are the members of STRS JV, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in STRS JV in the form of limited liability company (“LLC”) equity interests and interest-bearing subordinated notes as STRS JV makes investments, and all portfolio and other material decisions regarding STRS JV must be submitted to STRS JV’s board of managers which is comprised of an equal number of members appointed by each of the Company and STRS Ohio. Because management of STRS JV is shared equally between the Company and STRS Ohio, the Company does not believe it controls STRS JV for purposes of the 1940 Act or otherwise.

(1)Refer to the consolidated schedule of investments for the principal amount, industry classification and other security detail of each portfolio company.

On January 24, 2022, as part of a restructuring agreement between the Company and PlayMonster LLC, the Company’s first lien secured term loan and delayed draw loan investments to PlayMonster LLC, with a total cost basis of $7,045, converted into a new first lien secured term loan, preferred stock and common stock of Playmonster Group LLC. On June 24, 2022, the PlayMonster LLC first lien secured revolving loan investment was fully realized. A portion of the PlayMonster LLC first lien secured revolving loan investment restructured into the existing Playmonster Group LLC first lien secured term loan, with a total cost basis of $437.

For the nine months ended September 30, 2022, the Company recovered $1,725 on an equity investment to the RCS Creditor Trust Class B Units and is reported as a non-controlled affiliate realized gain in the consolidated statements of operations. The Company previously recovered $562 on the RCS Creditor Trust Class B Units during the three months ended December 31, 2021.

The following table presents the schedule of investments in and advances to affiliated and controlled persons (as defined by the 1940 Act) as of and for the year ended December 31, 2021:

Dividends and

Beginning Fair

Net Change in

Ending Fair

interest

Value at

Net

Unrealized

Value at

Type of

included in

December 31, 

Realized

Appreciation

December 31, 

Affiliated Person(1)

    

Asset

    

income

    

2020

    

Purchases

    

Sales

    

Gain (Loss)

    

(Depreciation)

    

2021

Non-controlled affiliates

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Arcole Holding Corporation

Equity

$

897

$

6,448

$

$

$

$

426

$

6,874

NMFC Senior Loan Program I LLC Units

Equity

 

293

 

9,269

 

 

(10,000)

 

 

761

 

Total Non-controlled affiliates

$

1,190

$

15,717

$

$

(10,000)

$

$

1,187

$

6,874

Controlled affiliates

WHF STRS Ohio Senior Loan Fund LLC*

 

Subordinated Note

$

3,307

$

41,073

$

18,927

$

$

$

$

60,000

WHF STRS Ohio Senior Loan Fund LLC*

 

Equity

 

4,907

 

10,167

 

4,732

 

 

 

708

 

15,607

Total Controlled affiliates

 

  

$

8,214

$

51,240

$

23,659

$

$

$

708

$

75,607

*

The Company and STRS Ohio are the members of STRS JV, a joint venture formed as a Delaware LLC that is not consolidated by either member for financial reporting purposes. The members make investments in STRS JV in the form of LLC equity interests and interest-bearing subordinated notes as STRS JV makes investments, and all portfolio and other material decisions regarding STRS JV must be submitted to STRS JV’s board of managers which is comprised of an equal number of members appointed by each of the Company and STRS Ohio. Because management of STRS JV is shared equally between the Company and STRS Ohio, the Company does not believe it controls STRS JV for purposes of the 1940 Act or otherwise.

(1)Refer to the consolidated schedule of investments for the principal amount, industry classification and other security detail of each portfolio company.

WHF STRS Ohio Senior Loan Fund LLC

On January 14, 2019, the Company entered into an LLC operating agreement with STRS Ohio to co-manage a newly formed joint venture investment company, STRS JV, a Delaware LLC. STRS Ohio and the Company committed to provide up to $125,000 of subordinated notes and equity to STRS JV, with STRS Ohio providing up to $50,000 and the Company providing up to $75,000, respectively. In July 2019, STRS JV formally launched operations. STRS JV invests primarily in lower middle market, senior secured debt facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest index rate such as LIBOR or SOFR and have a term of three to six years.

In February 2022, the Company increased its capital commitment to the STRS JV in the amount of an additional $25,000, which brings the Company’s total capital commitment to $100,000, comprised of $80,000 of subordinated notes and $20,000 of LLC equity interests. In connection with this increase in the Company’s capital commitment, the Company and STRS Ohio’s amended economic ownership in the STRS JV is approximately 66.67% and 33.33%, respectively.

As of September 30, 2022 and December 31, 2021, STRS JV had total assets of $306,392 and $273,523, respectively. STRS JV’s portfolio consisted of debt investments in 28 portfolio companies as of September 30, 2022 and December 31, 2021. As of September 30, 2022 and December 31, 2021, the largest investment by aggregate principal amount (including any unfunded commitments) in a single portfolio company in STRS JV’s portfolio was $20,086 and $23,483, respectively. The five largest investments in portfolio companies by fair value in STRS JV totaled $77,439 and $83,057 as of September 30, 2022 and December 31, 2021, respectively. STRS JV invests in portfolio companies in the same industries in which the Company may directly invest.

The Company provides capital to STRS JV in the form of LLC equity interests and through interest-bearing subordinated notes. As of September 30, 2022, the Company and STRS Ohio owned 66.67% and 33.33%, respectively, of the LLC equity interests of STRS JV. As of December 31, 2021, the Company and STRS Ohio owned 60% and 40%, respectively, of the LLC equity interests of STRS JV. The Company’s investment in STRS JV consisted of equity contributions of $20,000 and $15,000 and advances of the subordinated notes of $80,000 and $60,000 as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $20,000 and $80,000, respectively, both of which were fully funded. As of December 31, 2021, the Company had commitments to fund equity interests and subordinated notes in STRS JV of $15,000 and $60,000, respectively, both of which were fully funded.

The Company and STRS Ohio each appoint two members to STRS JV’s four-person board of managers. All material decisions with respect to STRS JV, including those involving its investment portfolio, require unanimous approval of a quorum of the board of managers. Quorum is defined as (i) the presence of two members of the board of managers; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of managers; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; or (iii) the presence of four members of the board of managers; provided that two individuals are present that were elected, designated or appointed by each member.

On July 19, 2019, STRS JV entered into a $125,000 credit and security agreement (the “STRS JV Credit Facility”) with JPMorgan Chase Bank, National Association (“JPMorgan”). On January 27, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, increase the size of the STRS JV Credit Facility from $125,000 to $175,000. On April 28, 2021, the terms of the STRS JV Credit Facility were amended and restated to, among other things, enable borrowings in British pounds or euros. On July 15, 2021, the terms of the STRS JV Credit Facility were amended to, among other things, allow STRS JV to reduce the applicable margins for interest rates to 2.35%, extend the non-call period from January 19, 2022 to January 19, 2023, extend the end of the reinvestment period from July 19, 2022 to July 19, 2023 and extend the scheduled termination date from July 19, 2024 to July 19, 2025.

On March 11, 2022, the terms of the STRS JV Credit Facility were further amended to, among other things, (i) permanently increase STRS Credit’s availability under the Credit Facility from $175,000 to $225,000, (ii) increase the minimum funding amount from $131,250 to $168,750, and (iii) apply an annual interest rate equal to the applicable SOFR plus 2.50% to USD borrowings greater than $175,000 in the Credit Facility.

As of September 30, 2022, the STRS JV Credit Facility had $225,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a floating index rate such as LIBOR, SONIA or CDOR plus 2.35% for borrowings up to $175,000 and SOFR plus 2.50% for USD borrowings above $175,000. The final maturity date of the STRS JV Credit Facility is July 19, 2025. As of September 30, 2022, STRS JV had $151,127 of outstanding borrowings and a weighted average effective interest rate of 3.3% per annum under the STRS JV Credit Facility. As of September 30, 2022, the interest rate outstanding under the STRS JV Credit Facility was 5.1%.

As of December 31, 2021, the STRS JV Credit Facility had $175,000 of commitments subject to leverage and borrowing base restrictions with an interest rate based on a floating index rate such as LIBOR, SONIA or CDOR plus 2.35%. As of December 31, 2021, STRS JV had $146,782 of outstanding borrowings and an effective interest rate of 2.5% per annum under the STRS JV Credit Facility.

Below is a listing of STRS JV’s individual investments as of September 30, 2022:

Issuer

    

Investment Type(1)

    

Floor

    

Spread
Above
Index(2)

    

Interest
Rate(3)

    

Acquisition
Date(4)

    

Maturity
Date

    

Principal/
Share
Amount

    

Amortized
Cost

    

Fair
Value(5)

North America

Debt Investments

Advertising

I&I Sales Group, LLC (d/b/a Avision Sales Group)

First Lien Secured Term Loan

1.00%

L+ 5.75%

9.42%

02/18/22

12/15/26

9,216

$

9,061

$

9,074

I&I Sales Group, LLC (d/b/a Avision Sales Group)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 5.75%

9.00%

03/11/22

12/15/26

714

702

707

I&I Sales Group, LLC (d/b/a Avision Sales Group)

First Lien Secured Revolving Loan

1.00%

L+ 5.75%

9.42%

02/18/22

12/15/26

1

9,763

9,782

Air Freight & Logistics

ITS Buyer Inc.

First Lien Secured Term Loan

1.00%

L+ 6.00%

9.67%

02/17/22

06/15/26

3,589

3,531

3,553

ITS Buyer Inc.

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

9.67%

02/17/22

06/15/26

4

3,531

3,557

Application Software

MEP-TS Midco, LLC (d/b/a Tax Slayer)

First Lien Secured Term Loan

1.00%

L+ 6.00%

8.88%

01/21/21

12/31/26

13,387

13,183

13,387

MEP-TS Midco, LLC (d/b/a Tax Slayer)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

8.88%

01/21/21

12/31/26

24

13,183

13,411

Building Products

Drew Foam Companies Inc

First Lien Secured Term Loan

1.00%

L+ 6.00%

9.67%

11/09/20

11/05/25

14,305

14,125

14,305

14,125

14,305

Construction & Engineering

Road Safety Services, Inc.

First Lien Secured Term Loan

1.00%

SF+ 6.50%

9.63%

12/31/19

03/18/25

8,625

8,534

8,625

8,534

8,625

Data Processing & Outsourced Services

Geo Logic Systems Ltd.(7)

First Lien Secured Term Loan

1.00%

C+ 6.50%

10.67%

01/22/20

12/19/24

20,225

15,497

14,505

Geo Logic Systems Ltd.(7)

First Lien Secured Revolving Loan

1.00%

C+ 6.50%

10.67%

01/22/20

12/19/24

2

15,497

14,507

Diversified Support Services

Quest Events, LLC

First Lien Secured Term Loan

1.00%

L+ 6.00%

9.67%

07/19/19

12/28/24

11,926

11,838

11,317

Quest Events, LLC

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

9.67%

07/19/19

12/28/24

468

464

424

12,302

11,741

Electronic Equipment & Instruments

LMG Holdings, Inc.

First Lien Secured Term Loan

1.00%

L+ 7.00%

10.67%

06/28/21

04/30/26

13,501

13,303

13,229

LMG Holdings, Inc.

First Lien Secured Revolving Loan

1.00%

L+ 7.00%

10.09%

06/28/21

04/30/26

265

261

256

13,564

13,485

Environmental & Facilities Services

Juniper Landscaping Holdings LLC

First Lien Secured Term Loan

1.00%

L+ 6.00%

9.67%

03/01/22

12/29/26

11,334

11,165

11,151

Juniper Landscaping Holdings LLC(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

9.67%

03/01/22

12/29/26

(3)

Juniper Landscaping Holdings LLC

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

9.67%

03/01/22

12/29/26

(1)

WH Lessor Corp. (d/b/a Waste Harmonics, LLC)

First Lien Secured Term Loan

1.00%

L+ 5.59%

8.70%

01/22/20

12/26/24

7,490

7,412

7,489

WH Lessor Corp. (d/b/a Waste Harmonics, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 5.59%

8.70%

01/22/20

12/26/24

5

18,577

18,641

Issuer

    

Investment Type(1)

    

Floor

    

Spread
Above
Index(2)

    

Interest
Rate(3)

    

Acquisition
Date(4)

    

Maturity
Date

    

Principal/
Share
Amount

    

Amortized
Cost

    

Fair
Value(5)

Household Appliances

Smalto Inc. (d/b/a PEMCO International)(9)

First Lien Secured Term Loan

1.00%

E + 6.25%

7.25%

05/04/22

04/28/28

6,659

$

6,876

$

6,364

Smalto Inc. (d/b/a PEMCO International)

First Lien Secured Term Loan

1.00%

SF+ 6.00%

9.19%

05/04/22

04/28/28

1,014

995

996

Smalto Inc. (d/b/a PEMCO International)(9)

First Lien Secured Revolving Loan

1.00%

E + 6.25%

7.25%

05/04/22

04/29/27

419

437

396

Smalto Inc. (d/b/a PEMCO International)

First Lien Secured Revolving Loan

1.00%

SF+ 6.00%

8.68%

05/04/22

04/29/27

17

17

17

8,325

7,773

Industrial Machinery

BLP Buyer, Inc. (d/b/a Bishop Lifting Products, Inc.)

First Lien Secured Term Loan

1.00%

L+ 6.25%

9.03%

02/18/22

02/01/27

8,209

8,066

8,080

BLP Buyer, Inc. (d/b/a Bishop Lifting Products, Inc.)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

9.00%

02/18/22

02/01/27

274

269

271

Pennsylvania Machine Works, LLC (d/b/a Penn Western)

First Lien Secured Term Loan

1.00%

SF+ 6.25%

10.06%

03/25/22

03/08/27

6,925

6,833

6,925

15,168

15,276

Internet & Direct Marketing Retail

Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.50%

9.57%

07/19/19

07/01/25

19,105

18,901

19,105

Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

9.57%

07/19/19

07/01/25

9

18,901

19,114

Investment Banking & Brokerage

TOUR Intermediate Holdings, LLC

First Lien Secured Term Loan

1.00%

L+ 6.50%

9.62%

05/19/20

05/15/25

3,182

3,150

3,182

TOUR Intermediate Holdings, LLC

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.50%

9.62%

05/19/20

05/15/25

2,505

2,493

2,505

5,643

5,687

IT Consulting & Other Services

Cennox Holdings Limited (d/b/a Cennox)(8)

First lien Secured Term Loan

1.00%

L+ 6.00%

7.69%

07/16/21

05/04/26

2,844

3,868

3,140

Cennox Holdings Limited (d/b/a Cennox)(9)

First lien Secured Term Loan

1.00%

L+ 6.25%

9.78%

06/28/22

05/04/26

9,482

9,845

9,205

Cennox Holdings Limited (d/b/a Cennox)(8)

First lien Secured Revolving Loan

1.00%

L+ 6.00%

8.03%

07/16/21

05/04/26

450

680

502

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.25%

9.92%

01/27/21

12/31/26

11,179

11,018

11,011

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.25%

9.04%

01/27/21

12/31/26

3,014

2,967

2,969

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)(6)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

9.20%

01/27/21

12/31/26

533

526

525

Turnberry Solutions, Inc.

First Lien Secured Term Loan

1.00%

SF+ 6.00%

9.19%

08/10/21

09/02/26

6,103

6,008

5,973

Turnberry Solutions, Inc.

First Lien Secured Revolving Loan

1.00%

P+ 5.00%

11.25%

08/10/21

09/02/26

22

21

17

34,933

33,342

Leisure Products

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)

First Lien Secured Term Loan

1.00%

L+ 5.50%

8.62%

11/30/21

11/19/26

3,887

3,854

3,887

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 5.50%

8.62%

11/30/21

11/19/26

5,133

5,091

5,151

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)

First Lien Secured Revolving Loan

1.00%

L+ 5.50%

8.62%

11/30/21

11/19/26

6

8,945

9,044

Packaged Foods & Meats

Poultry Holdings LLC (HPP)

First Lien Secured Term Loan

1.00%

SF+ 7.25%

10.38% (8.88% Cash + 1.50% PIK)

10/21/19

06/28/25

7,183

7,117

6,914

Stella & Chewy's LLC

First Lien Secured Term Loan

1.00%

SF+ 8.75%

12.24% (10.24% Cash + 2.00% PIK)

12/29/20

12/16/25

3,874

3,826

3,758

Stella & Chewy's LLC

First Lien Secured Delayed Draw Loan

1.00%

SF+ 8.75%

11.92% (9.92% Cash + 2.00% PIK)

03/26/21

12/16/25

1,367

1,354

1,326

12,297

11,998

Issuer

    

Investment Type(1)

    

Floor

    

Spread
Above
Index(2)

    

Interest
Rate(3)

    

Acquisition
Date(4)

    

Maturity
Date

    

Principal/
Share
Amount

    

Amortized
Cost

    

Fair
Value(5)

Personal Products

Sunless, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.50%

10.17%

10/21/19

08/13/25

3,691

$

3,639

$

3,691

Sunless, Inc.(6)

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

10.17%

10/21/19

08/13/25

7

3,639

3,698

Pharmaceuticals

Meta Buyer LLC (d/b/a Metagenics, Inc.)(9)

First Lien Secured Term Loan

1.00%

E + 6.00%

7.00%

12/16/21

11/01/27

12,318

13,664

11,844

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Term Loan

1.00%

L+ 6.00%

8.80%

12/16/21

11/01/27

984

967

971

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

9.52%

12/16/21

11/01/27

897

881

885

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

8.80%

12/16/21

11/01/27

6

15,512

13,706

Real Estate Operating Companies

HRG Management, LLC (d/b/a HomeRiver Group, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.25%

8.99%

12/28/21

10/19/26

9,677

9,520

9,484

HRG Management, LLC (d/b/a HomeRiver Group, LLC)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.25%

8.99%

02/18/22

10/19/26

1,273

1,257

1,242

HRG Management, LLC (d/b/a HomeRiver Group, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

8.99%

02/18/22

10/19/26

(4)

10,777

10,722

Real Estate Services

NPAV Lessor Corp. (d/b/a Nationwide Property & Appraisal Services, LLC)

First Lien Secured Term Loan

1.00%

SF+ 6.00%

9.16%

03/01/22

01/21/27

8,946

8,791

8,588

NPAV Lessor Corp. (d/b/a Nationwide Property & Appraisal Services, LLC)

First Lien Secured Revolving Loan

1.00%

SF+ 6.00%

9.16%

03/01/22

01/21/27

(16)

8,791

8,572

Research & Consulting Services

E-Phoenix Acquisition Co. Inc. (d/b/a Integreon, Inc.)

First Lien Secured Term Loan

1.00%

L+ 5.75%

9.42%

07/15/21

06/23/27

8,888

8,799

8,832

8,799

8,832

Technology Hardware, Storage & Peripherals

Source Code Holdings, LLC (d/b/a Source Code Corporation)

First Lien Secured Term Loan

1.00%

SF+ 6.50%

9.63%

08/10/21

07/30/27

15,143

14,899

14,970

Source Code Holdings, LLC (d/b/a Source Code Corporation)(6)

First Lien Secured Delayed Draw Loan

1.00%

SF+ 6.50%

9.63%

08/10/21

07/30/27

21

14,899

14,991

Trading Companies & Distributors

LINC Systems, LLC

First Lien Secured Term Loan

1.00%

L+ 6.25%

10.33%

06/22/21

02/24/26

10,058

9,909

10,058

LINC Systems, LLC

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

10.33%

06/22/21

02/24/26

10

9,909

10,068

Total Investments

$

285,614

$

280,877

Forward Currency Contracts

Counterparty

    

Currency to be sold

    

Currency to be purchased

    

Settlement date

    

Unrealized
appreciation

    

Unrealized
depreciation

Morgan Stanley

C$

348

CAD

$

270

USD

10/28/22

$

18

$

Morgan Stanley

£

282

GBP

$

340

USD

10/28/22

25

Morgan Stanley

1,383

EUR

$

1,394

USD

10/28/22

36

Total

$

79

$

(1)Except as noted, all investments provide collateral for the STRS JV Credit Facility.
(2)The investments bear interest at a rate that may be determined by reference to LIBOR, which resets monthly, quarterly or semiannually, SOFR, CDOR, Prime, Euro Interbank Offered Rate (“EurIBOR” or “E”).
(3)The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the PIK interest rate, as the case may be.
(4)Except as otherwise noted, all of STRS JV’s portfolio company investments, which as of the date of the portfolio represented 849% of STRS JV’s members’ equity or 92% of STRS JV’s total assets, are subject to legal restrictions on sales.
(5)The fair value of each investment was determined using significant unobservable inputs.
(6)The investment or a portion of the investment does not provide collateral for the STRS JV Credit Facility.
(7)Principal amount is denominated in Canadian dollars and the issuer is domiciled in Canada.
(8)Principal amount is denominated in British Pounds and the issuer is domiciled in the United Kingdom.
(9)Principal amount is denominated in Euros.

Below is a listing of STRS JV’s individual investments as of December 31, 2021:

Issuer

    

Investment Type(1)

    

Floor

    

Spread
Above
Index(2)

Interest
Rate(3)

    

Acquisition
Date(4)

    

Maturity
Date

    

Principal/
Share
Amount

    

Amortized
Cost

    

Fair
Value(5)

North America

Debt Investments

Application Software

MEP-TS Midco, LLC (d/b/a Tax Slayer)

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

01/21/21

12/31/26

13,490

$

13,247

$

13,490

MEP-TS Midco, LLC (d/b/a Tax Slayer)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

01/21/21

12/31/26

28

13,247

13,518

Building Products

Drew Foam Companies Inc

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

11/09/20

11/05/25

7,207

7,096

7,183

LHS Borrower, LLC (d/b/a Leaf Home, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.75%

7.75%

10/09/20

09/30/25

9,506

9,345

9,416

LHS Borrower, LLC (d/b/a Leaf Home, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 6.75%

7.75%

10/09/20

09/30/25

4

16,441

16,603

Construction & Engineering

Road Safety Services, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.50%

12/31/19

03/18/25

6,427

6,340

6,405

Road Safety Services, Inc.

First Lien Secured Revolving Loan

3.25%

P+ 5.50%

8.75%

12/31/19

09/18/23

496

489

501

Tensar Corporation

First Lien Secured Term Loan

1.00%

L+ 6.75%

7.75%

11/24/20

08/20/25

6,930

6,797

7,069

13,626

13,975

Data Processing & Outsourced Services

Geo Logic Systems Ltd.(7)

First Lien Secured Term Loan

1.00%

C+ 6.50%

7.50%

01/22/20

12/19/24

20,632

15,766

16,156

Geo Logic Systems Ltd.(7)

First Lien Secured Revolving Loan

1.00%

C+ 6.50%

7.50%

01/22/20

12/19/24

4

15,766

16,160

Diversified Support Services

Quest Events, LLC(10)

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

07/19/19

12/28/24

11,966

11,848

9,729

Quest Events, LLC(10)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

07/19/19

12/28/24

935

925

760

12,773

10,489

Electronic Equipment & Instruments

LMG Holdings, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.50%

06/28/21

04/30/26

6,802

6,680

6,687

LMG Holdings, Inc.

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

7.50%

06/28/21

04/30/26

6,680

6,687

Environmental & Facilities Services

WH Lessor Corp. (d/b/a Waste Harmonics, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

01/22/20

12/26/24

6,870

6,780

6,866

WH Lessor Corp. (d/b/a Waste Harmonics, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

01/22/20

12/26/24

6

6,780

6,872

Industrial Machinery

FR Flow Control CB LLC

First Lien Secured Term Loan B

1.00%

L+ 5.50%

6.50%

07/19/19

06/28/26

6,815

6,727

6,815

6,727

6,815

Internet & Direct Marketing Retail

Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.50%

07/19/19

07/01/25

15,342

15,153

15,342

Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC)

First Lien Secured Revolving Loan

1.00%

L+ 6.50%

7.50%

07/19/19

07/01/25

11

15,153

15,353

Investment Banking & Brokerage

TOUR Intermediate Holdings, LLC

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.50%

05/19/20

05/15/25

7,438

7,343

7,438

TOUR Intermediate Holdings, LLC

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.50%

7.50%

05/19/20

05/15/25

2,616

2,600

2,616

9,943

10,054

Issuer

    

Investment Type(1)

    

Floor

    

Spread
Above
Index(2)

Interest
Rate(3)

    

Acquisition
Date(4)

    

Maturity
Date

    

Principal/
Share
Amount

    

Amortized
Cost

    

Fair
Value(5)

IT Consulting & Other Services

Cennox, Inc. (d/b/a Cennox)

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

06/28/21

05/04/26

8,525

$

8,365

$

8,438

Cennox, Inc. (d/b/a Cennox)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

7.00%

06/28/21

05/04/26

8,915

8,755

8,915

Cennox, Inc. (d/b/a Cennox)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

06/28/21

05/04/26

561

551

569

Cennox Holdings Limited (d/b/a Cennox)(8)

First lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

07/16/21

05/04/26

2,866

3,889

3,877

Cennox Holdings Limited (d/b/a Cennox)(8)

First lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

07/16/21

05/04/26

864

1,173

1,169

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.25%

01/27/21

12/31/26

11,264

11,074

11,151

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.25%

7.25%

01/27/21

12/31/26

(5)

RCKC Acquisitions LLC (d/b/a KSM Consulting, LLC)(6)

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.25%

01/27/21

12/31/26

818

804

814

Turnberry Solutions, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

08/10/21

09/02/26

5,791

5,689

5,684

Turnberry Solutions, Inc.

First Lien Secured Revolving Loan

3.25%

P+ 5.00%

8.25%

08/10/21

09/02/26

86

84

85

40,384

40,697

Leisure Products

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)

First Lien Secured Term Loan

1.00%

L+ 5.50%

6.50%

11/30/21

11/19/26

3,887

3,848

3,848

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 5.50%

6.50%

11/30/21

11/19/26

5,133

5,083

5,082

Unleashed Brands, LLC (d/b/a Unleashed Brands Group)

First Lien Secured Revolving Loan

1.00%

L+ 5.50%

6.50%

11/30/21

11/19/26

8,931

8,930

Packaged Foods & Meats

Mikawaya Holdings, LLC (aka MyMo)

First Lien Secured Term Loan

1.25%

L+ 5.50%

6.75%

02/18/20

01/29/25

3,026

2,988

3,026

Poultry Holdings LLC (HPP)

First Lien Secured Term Loan

1.00%

L+ 7.25%

8.25% (6.75% Cash + 1.50% PIK)

10/21/19

06/28/25

7,770

7,676

6,993

Stella & Chewy's LLC

First Lien Secured Term Loan

1.00%

L+ 6.75%

7.75%

12/29/20

12/16/25

5,313

5,228

4,967

Stella & Chewy's LLC(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.75%

7.75%

12/29/20

12/16/25

1,893

1,877

1,697

Westrock Coffee Company, LLC

First Lien Secured Term Loan

1.50%

L+ 8.50%

10.00% (9.75% Cash + 0.25% PIK)

03/20/20

02/28/25

9,105

9,033

8,923

26,802

25,606

Personal Products

Sunless, Inc.

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

10/21/19

08/13/24

4,259

4,185

4,259

Sunless, Inc.(6)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

10/21/19

08/13/24

14

4,185

4,273

Pharmaceuticals

Meta Buyer LLC (d/b/a Metagenics, Inc.)(9)

First Lien Secured Term Loan

1.00%

E + 6.00%

7.00%

12/16/21

11/01/27

12,411

13,737

13,843

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

12/16/21

11/01/27

991

972

972

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

7.00%

12/16/21

11/01/27

Meta Buyer LLC (d/b/a Metagenics, Inc.)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

12/16/21

11/01/27

251

246

246

14,955

15,061

Real Estate Operating Companies

HRG Management, LLC (d/b/a HomeRiver Group, LLC)

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.25%

12/28/21

10/19/26

4,875

4,781

4,780

4,781

4,780

Research & Consulting Services

E-Phoenix Acquisition Co. Inc. (d/b/a Integreon, Inc.)

First Lien Secured Term Loan

1.00%

L+ 5.75%

6.75%

07/15/21

06/23/27

8,955

8,852

8,901

8,852

8,901

Issuer

    

Investment Type(1)

    

Floor

    

Spread
Above
Index(2)

Interest
Rate(3)

    

Acquisition
Date(4)

    

Maturity
Date

    

Principal/
Share
Amount

    

Amortized
Cost

    

Fair
Value(5)

Systems Software

IDIG Parent, LLC (d/b/a IDIQ)

First Lien Secured Term Loan

1.00%

L+ 6.00%

7.00%

06/25/21

12/15/26

8,482

$

8,404

$

8,482

IDIG Parent, LLC (d/b/a IDIQ)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.00%

7.00%

09/21/21

12/15/26

1,411

1,397

1,411

IDIG Parent, LLC (d/b/a IDIQ)

First Lien Secured Revolving Loan

1.00%

L+ 6.00%

7.00%

06/25/21

12/15/26

5

9,801

9,898

Technology Hardware, Storage & Peripherals

PS Lightwave, Inc.

First Lien Secured Term Loan

1.50%

L+ 6.75%

8.25%

05/19/20

03/10/25

7,304

7,207

7,230

PS Lightwave, Inc.(6)

First Lien Secured Delayed Draw Loan

1.50%

L+ 6.75%

8.25%

05/19/20

03/10/25

5

Source Code Holdings, LLC (d/b/a Source Code Corporation)

First Lien Secured Term Loan

1.00%

L+ 6.50%

7.50%

08/10/21

07/30/27

7,629

7,487

7,489

Source Code Holdings, LLC (d/b/a Source Code Corporation)(6)

First Lien Secured Delayed Draw Loan

1.00%

L+ 6.50%

7.50%

08/10/21

07/30/27

1

14,694

14,725

Trading Companies & Distributors

LINC Systems, LLC

First Lien Secured Term Loan

1.00%

L+ 6.25%

7.25%

06/22/21

02/24/26

10,135

9,951

10,101

LINC Systems, LLC

First Lien Secured Revolving Loan

1.00%

L+ 6.25%

7.25%

06/22/21

02/24/26

12

9,951

10,113

Total Investments

$

260,472

$

259,510

Forward Currency Contracts

Counterparty

    

Currency to be sold

    

Currency to be purchased

    

Settlement date

    

Unrealized
appreciation

    

Unrealized
depreciation

Morgan Stanley

C$

856 CAD

$

692 USD

1/27/2022

$

15

$

Morgan Stanley

£

175 GBP

$

241 USD

1/27/2022

4

Total

$

19

$

(1)Except as noted, all investments provide collateral for the Company’s Credit Facility.
(2)The investments bear interest at a rate that may be determined by reference to LIBOR, which resets monthly, quarterly or semiannually, CDOR, or Prime. The one-, three- and six-month LIBOR were 0.10%, 0.21% and 0.34%, respectively, as of December 31, 2021. The one-, three- and six-month GBP LIBOR were 0.19%, 0.26% and 0.47%, respectively, as of December 31, 2021. The three month Euro EurIBOR, CDOR and Prime were (0.57)%, 0.52% and 3.25%, respectively, as of December 31, 2021.
(3)The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the payment-in-kind (“PIK”) interest rate, as the case may be.
(4)Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the portfolio represented 998% of the Company’s members’ equity or 95% of the Company’s total assets, are subject to legal restrictions on sales.
(5)The fair value of each investment was determined using significant unobservable inputs.
(6)The investment or a portion of the investment does not provide collateral for the Company’s Credit Facility.
(7)Principal amount is denominated in Canadian dollars and the issuer is domiciled in Canada.
(8)Principal amount is denominated in British Pounds and the issuer is domiciled in the United Kingdom.
(9)Principal amount is denominated in Euros.
(10)At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 7.00% PIK.

As of September 30, 2022 and December 31, 2021, the portfolio companies underlying the STRS JV investments are all located in the United States and its territories except for Geo Logic Systems Ltd., which is domiciled in Canada, and Cennox Holdings Limited, which is domiciled in the United Kingdom. As of September 30, 2022 and December 31, 2021, STRS JV had no investments on non-accrual status. STRS JV had outstanding commitments to fund investments totaling $28,762, and $22,883 under delayed draw term loan commitments and undrawn revolvers as of September 30, 2022 and December 31, 2021, respectively.

Below is certain summarized financial information for STRS JV as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021:

Selected Balance Sheet Information ($ in thousands)

As of September 30, 2022

As of December 31, 2021

Assets

 

  

 

  

Investments, at fair value (amortized cost of $285,614 and $260,472, respectively)

$

280,877

$

259,510

Cash and cash equivalents

 

23,715

 

13,004

Interest receivable

1,433

735

Unrealized appreciation on foreign currency forward contracts

79

19

Other assets

 

288

 

255

Total assets

$

306,392

$

273,523

Liabilities

 

  

 

  

Credit facility

$

149,322

$

145,003

Note payable to members

 

120,000

 

100,000

Interest payable on credit facility

 

576

 

282

Interest payable on notes to members

 

2,630

 

1,575

Other liabilities

 

764

 

651

Total liabilities

 

273,292

 

247,511

Members’ equity

 

33,100

 

26,012

Total liabilities and members’ equity

$

306,392

$

273,523

Three Months Ended

Nine Months Ended

Selected Statement of Operations Information ($ in thousands)

    

September 30, 2022

    

September 30, 2021

    

September 30, 2022

    

September 30, 2021

Interest income

$

7,858

$

4,972

$

20,985

$

13,554

Total investment income

$

7,858

$

4,972

$

20,985

$

13,554

Interest expense on credit facility

 

2,034

 

1,079

 

4,919

 

3,037

Interest expense on notes to members

 

2,630

 

1,511

 

6,611

 

3,937

Administrative fee

 

161

 

117

 

475

 

312

Other expenses

 

128

 

150

 

513

 

379

Total expenses

$

4,953

$

2,857

$

12,518

$

7,665

Net investment income

 

2,905

 

2,115

 

8,467

 

5,889

Net realized gains (losses) on investments and foreign currency transactions

 

130

 

8

 

250

 

(51)

Net change in unrealized appreciation (depreciation) on investments and foreign currency transactions

 

(286)

 

874

 

1,306

 

1,209

Net increase in members’ equity resulting from operations

$

2,749

$

2,997

$

10,023

$

7,047