10-Q 1 a18-19057_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2018

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 814-01175

 

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

81-2878769

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

200 Clarendon Street, 37th Floor
Boston, MA

 

02116

(Address of Principal Executive Office)

 

(Zip Code)

 

(617) 516-2000

(Registrant’s Telephone Number, Including Area Code)

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  o      No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

 

 

 

 

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

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

 

As of October 17, 2018, the registrant had 43,821,595.55 shares of common stock, $0.001 par value, outstanding.

 

 

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

 

 

 

PART I

 

FINANCIAL INFORMATION

 

4

 

 

 

 

 

Item 1.

 

Consolidated Financial Statements

 

4

 

 

 

 

 

 

 

Consolidated Statements of Assets and Liabilities as of September 30, 2018 (unaudited) and December 31, 2017

 

4

 

 

 

 

 

 

 

Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017 (unaudited)

 

5

 

 

 

 

 

 

 

Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2018 and 2017 (unaudited)

 

6

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited)

 

7

 

 

 

 

 

 

 

Consolidated Schedules of Investments as of September 30, 2018 (unaudited) and December 31, 2017

 

8

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

 

26

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

58

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

83

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

83

 

 

 

 

 

PART II

 

OTHER INFORMATION

 

86

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

86

 

 

 

 

 

Item 1A.

 

Risk Factors

 

86

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

86

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

86

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

86

 

 

 

 

 

Item 5.

 

Other Information

 

86

 

 

 

 

 

Item 6.

 

Exhibits

 

87

 

 

 

 

 

Signatures

 

 

 

89

 

2



Table of Contents

 

FORWARD-LOOKING STATEMENTS

 

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2017 and in our filings with the Securities and Exchange Commission (the “SEC”).

 

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

 

3



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Statements of Assets and Liabilities

 

 

 

As of

 

As of

 

 

 

September 30, 2018

 

December 31, 2017

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Investments at fair value:

 

 

 

 

 

Non-controlled/non-affiliate investments (amortized cost of $1,068,707,548 and $633,645,701, respectively)

 

$

1,075,932,730

 

$

643,067,956

 

Controlled affiliate investments (amortized cost of $273,054,968 and $187,617,223, respectively)

 

275,509,851

 

188,510,115

 

Cash and cash equivalents

 

151,069,731

 

139,506,289

 

Foreign cash (cost of $1,684,252 and $1,383,845, respectively)

 

1,666,238

 

1,411,855

 

Restricted Cash

 

37,735,920

 

 

Collateral on forward currency exchange contracts

 

824,191

 

4,421,968

 

Deferred offering costs

 

1,085,000

 

 

Deferred financing costs

 

4,736,156

 

5,808,726

 

Interest receivable on investments

 

4,482,186

 

2,888,847

 

Prepaid insurance

 

3,033

 

137,785

 

Receivable for sales and paydowns of investments

 

37,347

 

2,497,769

 

Distribution receivable

 

61,101

 

 

Unrealized appreciation on forward currency exchange contracts

 

5,618,287

 

 

Dividend receivable

 

6,084,313

 

 

Total Assets

 

$

1,564,846,084

 

$

988,251,310

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Revolving credit facilities

 

$

233,639,250

 

$

451,000,000

 

2018-1 Notes (net of unamortized debt issuance costs of $2,084,044 and $0, respectively)

 

363,615,956

 

 

Deferred offering costs payable

 

1,085,000

 

 

Interest payable

 

598,802

 

815,402

 

Payable for investments purchased

 

56,273,526

 

14,814,984

 

Unrealized depreciation on forward currency exchange contracts

 

 

3,504,814

 

Base management fee payable

 

2,319,541

 

1,244,033

 

Incentive fee payable

 

2,930,760

 

1,017,919

 

Accounts payable and accrued expenses

 

2,455,164

 

1,143,946

 

Excise tax payable

 

 

4,882

 

Distributions payable

 

17,966,855

 

7,742,502

 

Total Liabilities

 

680,884,854

 

481,288,482

 

 

 

 

 

 

 

Commitments and Contingencies (See Note 10)

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of September 30, 2018 and December 31, 2017, respectively

 

$

 

$

 

Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 43,821,596 and 24,975,812 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively

 

43,822

 

24,976

 

Paid in capital in excess of par value

 

886,056,633

 

503,533,321

 

Accumulated undistributed net investment income

 

(9,374,536

)

(3,469,772

)

Accumulated undistributed net realized gain (loss)

 

(8,048,573

)

35,676

 

Net unrealized appreciation

 

15,283,884

 

6,838,627

 

Total Net Assets

 

883,961,230

 

506,962,828

 

Total Liabilities and Total Net assets

 

$

1,564,846,084

 

$

988,251,310

 

 

 

 

 

 

 

Net asset value per share

 

$

20.17

 

$

20.30

 

 

See Notes to Consolidated Financial Statements

 

4



Table of Contents

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Statements of Operations

(Unaudited)

 

 

 

For the Three Months
Ended September 30,

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

 

For the Nine Months
Ended September 30,

 

 

 

2018

 

2017

 

2018

 

2017

 

Income

 

 

 

 

 

 

 

 

 

Investment income from non-controlled/non-affiliate investments:

 

 

 

 

 

 

 

 

 

Interest from investments

 

$

20,270,439

 

$

7,793,040

 

$

48,706,718

 

$

14,467,794

 

Other income

 

91,436

 

 

299,641

 

88,988

 

Total investment income from non-controlled/non-affiliate investments

 

20,361,875

 

7,793,040

 

49,006,359

 

14,556,782

 

Investment income from controlled affiliate investments:

 

 

 

 

 

 

 

 

 

Interest from investments

 

96,271

 

24,060

 

194,898

 

31,906

 

Dividend income

 

6,204,262

 

 

16,345,224

 

 

Total investment income from controlled affiliate investments

 

6,300,533

 

24,060

 

16,540,122

 

31,906

 

Total investment income

 

26,662,408

 

7,817,100

 

65,546,481

 

14,588,688

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Interest and debt financing expenses

 

$

6,523,738

 

$

223,945

 

$

16,137,857

 

$

621,853

 

Amortization of deferred offering costs

 

 

106,152

 

 

314,995

 

Base management fee

 

2,319,541

 

856,260

 

5,821,384

 

1,704,975

 

Incentive fee

 

3,241,992

 

240,003

 

6,157,643

 

449,824

 

Professional fees

 

899,756

 

506,756

 

1,739,723

 

1,406,462

 

Directors fees

 

67,776

 

68,250

 

202,937

 

204,312

 

Other general and administrative expenses

 

329,917

 

213,822

 

954,327

 

500,313

 

Total expenses before fee waivers

 

13,382,720

 

2,215,188

 

31,013,871

 

5,202,734

 

Incentive fee waiver

 

(619,563

)

 

(1,623,761

)

 

Total expenses, net of fee waivers

 

12,763,157

 

2,215,188

 

29,390,110

 

5,202,734

 

Net investment income before taxes

 

13,899,251

 

5,601,912

 

36,156,371

 

9,385,954

 

Excise tax expense

 

 

 

309

 

 

Net investment income after taxes

 

13,899,251

 

5,601,912

 

36,156,062

 

9,385,954

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses)

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on non-controlled/non-affiliate investments

 

(3,174,983

)

48,735

 

(5,020,860

)

81,336

 

Net realized gain (loss) on foreign currency transactions

 

(102,909

)

(583,149

)

(367,422

)

(2,104

)

Net realized gain (loss) on forward currency exchange contracts

 

177,172

 

 

(2,695,967

)

(220,006

)

Net change in unrealized appreciation (depreciation) on foreign currency translation

 

(17,216

)

448,252

 

(42,762

)

9,170

 

Net change in unrealized appreciation (depreciation) on forward currency exchange contracts

 

1,529,008

 

(1,234,706

)

9,123,101

 

(2,643,944

)

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments

 

7,123,429

 

2,920,895

 

(2,197,073

)

5,774,373

 

Net change in unrealized appreciation (depreciation) on controlled affiliate investments

 

(442,900

)

 

1,561,991

 

 

Total net gains

 

5,091,601

 

1,600,027

 

361,008

 

2,998,825

 

 

 

 

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

18,990,852

 

$

7,201,939

 

$

36,517,070

 

$

12,384,779

 

 

 

 

 

 

 

 

 

 

 

Per Common Share Data

 

 

 

 

 

 

 

 

 

Basic and diluted net investment income per common share

 

$

0.33

 

$

0.22

 

$

1.02

 

$

0.53

 

Basic and diluted increase in net assets resulting from operations per common share

 

$

0.46

 

$

0.29

 

$

1.03

 

$

0.70

 

Basic and diluted weighted average common shares outstanding

 

41,733,013

 

24,921,589

 

35,461,497

 

17,725,983

 

 

See Notes to Consolidated Financial Statements

 

5



Table of Contents

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Statements of Changes in Net Assets

(Unaudited)

 

 

 

For the Nine Months
Ended September 30,

 

For the Nine Months
Ended September 30,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net investment income

 

$

36,156,062

 

$

9,385,954

 

Net realized loss

 

(8,084,249

)

(140,774

)

Net change in unrealized appreciation

 

8,445,257

 

3,139,599

 

Net increase in net assets resulting from operations

 

36,517,070

 

12,384,779

 

Stockholder distributions:

 

 

 

 

 

Distributions from net investment income

 

(42,060,826

)

(9,149,711

)

Net decrease in net assets resulting from stockholder distributions

 

(42,060,826

)

(9,149,711

)

Capital share transactions:

 

 

 

 

 

Issuance of common stock

 

376,948,118

 

392,735,221

 

Reinvestment of stockholder distributions

 

5,594,040

 

581,699

 

Net increase in net assets resulting from capital share transactions

 

382,542,158

 

393,316,920

 

 

 

 

 

 

 

Total increase in net assets

 

376,998,402

 

396,551,988

 

Net assets at beginning of period

 

506,962,828

 

110,344,258

 

Net assets at end of period

 

$

883,961,230

 

$

506,896,246

 

 

 

 

 

 

 

Net asset value per common share

 

$

20.17

 

$

20.33

 

Common stock outstanding at end of period

 

43,821,596

 

24,931,842

 

 

See Notes to Consolidated Financial Statements

 

6



Table of Contents

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

For the Nine Months
Ended September 30,

 

For the Nine Months
Ended September 30,

 

 

 

2018

 

2017

 

Cash flows from operating activities

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

36,517,070

 

$

12,384,779

 

Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:

 

 

 

 

 

Purchases of investments

 

(675,406,574

)

(390,313,756

)

Proceeds from principal payments and sales of investments

 

195,036,259

 

26,029,281

 

Net realized (gain) loss from investments

 

5,020,860

 

(81,336

)

Net realized (gain) loss on foreign currency transactions

 

367,422

 

2,104

 

Net change in unrealized (appreciation) depreciation on forward currency exchange contracts

 

(9,123,101

)

2,643,944

 

Net change in unrealized (appreciation) depreciation on investments

 

635,082

 

(5,774,373

)

Net change in (appreciation) depreciation on foreign currency translation

 

42,762

 

(9,170

)

Accretion of discounts and amortization of premiums

 

(1,255,921

)

(538,677

)

Amortization of deferred financing costs and debt issuance costs

 

1,073,517

 

273,692

 

Amortization of deferred offering costs

 

 

314,995

 

Changes in operating assets and liabilities:

 

 

 

 

 

Collateral on forward currency exchange contracts

 

3,597,777

 

(4,220,000

)

Interest receivable on investments

 

(1,593,339

)

(1,199,757

)

Prepaid insurance

 

134,752

 

137,797

 

Distribution receivable

 

(61,101

)

 

Dividend receivable

 

(6,084,313

)

 

Other assets

 

 

5,723

 

Interest payable

 

(216,600

)

53,308

 

Base management fee payable

 

1,075,508

 

678,056

 

Incentive fee payable

 

1,912,841

 

449,824

 

Accounts payable and accrued expenses

 

908,727

 

746,158

 

Excise tax payable

 

(4,882

)

 

Net cash used in operating activities

 

(447,423,254

)

(358,417,408

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Borrowings on revolving credit facilities

 

270,000,000

 

94,899,918

 

Repayments on revolving credit facilities

 

(487,360,750

)

(154,563,966

)

Issuance of 2018-1 Notes

 

365,700,000

 

 

Payments of debt issuance costs

 

(1,682,500

)

 

Proceeds from issuance of common stock

 

376,948,118

 

392,735,221

 

Stockholder distributions paid

 

(26,242,433

)

(3,414,688

)

Net cash provided by financing activities

 

497,362,435

 

329,656,485

 

 

 

 

 

 

 

Net increase (decrease) in cash, foreign cash, restricted cash and cash equivalents

 

49,939,181

 

(28,760,923

)

Effect of foreign currency exchange rates

 

(385,436

)

570,895

 

Cash, foreign cash, restricted cash and cash equivalents, beginning of period

 

140,918,144

 

66,732,154

 

Cash, foreign cash, restricted cash and cash equivalents, end of period

 

$

190,471,889

 

$

38,542,126

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash interest paid during the period

 

$

15,280,940

 

$

294,853

 

Cash paid for excise taxes during the period

 

$

5,191

 

$

 

Supplemental disclosure of non-cash information:

 

 

 

 

 

Reinvestment of stockholder distributions

 

$

5,594,040

 

$

581,699

 

 

 

 

As of September 30,

 

 

 

2018

 

2017

 

Cash and cash equivalents

 

$

151,069,731

 

$

37,813,409

 

Restricted cash

 

37,735,920

 

 

Foreign cash

 

1,666,238

 

728,717

 

Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows

 

$

190,471,889

 

$

38,542,126

 

 

See Notes to Consolidated Financial Statements

 

7



Table of Contents

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Schedule of Investments

As of September 30, 2018

(Unaudited)

 

Portfolio Company (4)

 

Spread Above Index (1)

 

Interest Rate

 

Maturity Date

 

Principal/
Par Amount/ Shares 
(9)

 

Amortized Cost

 

Fair Value

 

Investments and Cash Equivalents 169.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments 152.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled/Non-Affiliate Investments 121.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Fixed Income 3.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Bond 3.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Beverage, Food & Tobacco 1.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Hearthside Food Solutions, LLC

 

 

8.50

%

6/1/2026

 

$

10,000,000

 

9,788,101

 

9,775,000

 

Total Beverage, Food & Tobacco

 

 

 

 

 

 

 

 

 

9,788,101

 

9,775,000

 

Consumer Goods: Non-Durable 1.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Kronos Acquisition Holdings Inc.

 

 

9.00

%

8/15/2023

 

$

10,000,000

 

9,329,382

 

9,450,000

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

9,329,382

 

9,450,000

 

Containers, Packaging & Glass 0.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

BWAY Holding Company

 

 

7.25

%

4/15/2025

 

$

5,000,000

 

4,895,579

 

4,887,000

 

Total Containers, Packaging & Glass

 

 

 

 

 

 

 

 

 

4,895,579

 

4,887,000

 

Utilities: Electric 1.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

CSVC Acquisition Corp

 

 

7.75

%

6/15/2025

 

$

10,478,000

 

$

9,885,536

 

$

9,063,470

 

Total Utilities: Electric

 

 

 

 

 

 

 

 

 

9,885,536

 

9,063,470

 

Total Corporate Bond

 

 

 

 

 

 

 

 

 

$

33,898,598

 

$

33,175,470

 

Total Corporate Fixed Income

 

 

 

 

 

 

 

 

 

$

33,898,598

 

$

33,175,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Debt 117.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Delayed Draw Term Loan 0.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Equipment 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Endries International, Inc. (3) (15) (19) (28)

 

L+ 4.75%

 

8.60

%

6/1/2023

 

$

3,222,455

 

3,183,938

 

3,222,455

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

3,183,938

 

3,222,455

 

Construction & Building 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Chase Industries, Inc. (3) (15) (19) (21)

 

L+ 4.00%

 

6.38

%

5/12/2025

 

$

199,683

 

181,790

 

190,322

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

181,790

 

190,322

 

High Tech Industries 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Drilling Info Holdings, Inc. (2) (3) (5) (18) (21) (29)

 

 

 

7/30/2025

 

$

 

(13,653

)

(7,604

)

Total High Tech Industries

 

 

 

 

 

 

 

 

 

(13,653

)

(7,604

)

Services: Business 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

AMCP Clean Acquisition Company, LLC (3) (5) (18) (21) (29)

 

 

 

6/16/2025

 

$

 

(2,266

)

11,155

 

Sovos Compliance, LLC (3) (15) (19)

 

L+ 6.00%

 

8.24

%

3/1/2022

 

$

3,967,742

 

3,967,742

 

3,919,355

 

Total Services: Business

 

 

 

 

 

 

 

 

 

3,965,476

 

3,930,510

 

Telecommunications 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Horizon Telcom, Inc. (2) (3) (5) (15) (19) (21) (29)

 

 

 

6/15/2023

 

$

 

(20,486

)

(26,069

)

Total Telecommunications

 

 

 

 

 

 

 

 

 

(20,486

)

(26,069

)

Transportation: Cargo 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

ENC Holding Corporation (3) (5) (18) (21)

 

 

 

5/30/2025

 

$

 

(1,152

)

1,202

 

Transportation: Cargo

 

 

 

 

 

 

 

 

 

(1,152

)

1,202

 

Total Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

$

7,295,913

 

$

7,310,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Last Out Term Loan 3.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Environmental Industries 2.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Adler & Allan Group Limited (6) (17) (19) (21) (22)

 

GBP LIBOR+ 7.50%

 

8.30

%

6/30/2024

 

£

15,141,463

 

19,098,906

 

19,533,532

 

 

8



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Environmental Industries

 

 

 

 

 

 

 

 

 

19,098,906

 

19,533,532

 

Healthcare & Pharmaceuticals 1.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical Innovations, LLC (15) (19) (21) (22) (29)

 

L+ 6.00%

 

8.24

%

10/17/2023

 

$

10,287,776

 

10,086,251

 

10,287,776

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

10,086,251

 

10,287,776

 

Total First Lien Last Out Term Loan

 

 

 

 

 

 

 

 

 

$

29,185,157

 

$

29,821,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Senior Secured Loan 84.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 4.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Novetta, LLC (15) (29)

 

L+ 5.00%

 

7.25

%

10/17/2022

 

$

3,824,541

 

3,759,269

 

3,714,585

 

Salient CRGT, Inc. (15) (19) (21) (29)

 

L+ 5.75%

 

7.99

%

2/28/2022

 

$

10,177,315

 

10,256,880

 

10,329,974

 

StandardAero Aviation Holdings, Inc. (15) (21) (29)

 

L+ 3.75%

 

5.99

%

7/7/2022

 

$

19,822,009

 

19,924,605

 

19,963,597

 

WP CPP Holdings, LLC (15) (21) (29)

 

L+ 3.75%

 

6.21

%

4/30/2025

 

$

4,726,842

 

4,715,025

 

4,763,277

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

38,655,779

 

38,771,433

 

Automotive 2.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

CST Buyer Company (15) (19) (29)

 

L+ 5.00%

 

7.39

%

3/1/2023

 

$

9,456,999

 

9,348,011

 

9,456,999

 

OEConnection LLC (15) (19)(29)

 

L+ 4.00%

 

6.25

%

11/22/2024

 

$

8,114,461

 

8,082,139

 

8,155,033

 

Total Automotive

 

 

 

 

 

 

 

 

 

17,430,150

 

17,612,032

 

Beverage, Food & Tobacco 0.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant Technologies, Inc. (15) (21) (24)

 

P+ 3.75%

 

9.00

%

11/23/2022

 

$

5,226,855

 

5,188,358

 

5,223,588

 

Total Beverage, Food & Tobacco

 

 

 

 

 

 

 

 

 

5,188,358

 

5,223,588

 

Capital Equipment 2.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Dorner Manufacturing Corp. (15) (19) (29)

 

L+ 5.75%

 

8.14

%

3/15/2023

 

$

8,226,236

 

8,064,566

 

8,226,236

 

DXP Enterprises, Inc. (6) (15) (19) (29)

 

L+ 4.75%

 

6.99

%

8/29/2023

 

$

5,191,025

 

5,145,731

 

5,249,424

 

Endries International, Inc. (15) (19) (29)

 

L+ 4.75%

 

6.90

%

6/1/2023

 

$

6,491,144

 

6,412,625

 

6,491,144

 

Wilsonart LLC (15) (29)

 

L+ 3.25%

 

5.64

%

12/19/2023

 

$

5,432,487

 

5,485,009

 

5,461,589

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

25,107,931

 

25,428,393

 

Chemicals, Plastics & Rubber 0.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

ASP Chromaflo Intermediate Holdings, Inc. (15) (21)

 

L+ 3.50%

 

5.74

%

11/20/2023

 

$

506,127

 

504,253

 

511,188

 

ASP Chromaflo Intermediate Holdings, Inc. (6) (15) (21)

 

L+ 3.50%

 

5.47

%

11/20/2023

 

$

658,126

 

655,690

 

663,062

 

Niacet b.v. (6) (15) (19) (21)

 

EURIBOR+ 4.50%

 

5.50

%

2/1/2024

 

3,784,641

 

4,050,495

 

4,391,698

 

Niacet Corporation (15) (19) (29)

 

L+ 4.50%

 

6.74

%

2/1/2024

 

$

2,176,868

 

2,159,852

 

2,176,868

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

7,370,290

 

7,742,816

 

Construction & Building 3.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Bolt Infrastructure Merger Sub, Inc. (15) (29)

 

L+ 3.50%

 

5.74

%

6/21/2024

 

$

2,677,183

 

2,665,575

 

2,686,387

 

Chase Industries, Inc. (15) (19) (21) (29)

 

L+ 4.00%

 

6.34

%

5/11/2025

 

$

11,980,952

 

11,921,516

 

11,951,000

 

Regan Development Holdings Limited (6) (17) (19)

 

EURIBOR+ 7.00%

 

7.50

%

4/18/2022

 

2,825,002

 

3,077,840

 

3,278,132

 

Regan Development Holdings Limited (6) (17) (19)

 

EURIBOR+ 7.00%

 

7.50

%

4/18/2022

 

8,574,506

 

9,192,274

 

9,949,856

 

Regan Development Holdings Limited (6) (17) (19)

 

EURIBOR+ 7.00%

 

7.50

%

4/18/2022

 

915,945

 

1,040,239

 

1,062,863

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

27,897,444

 

28,928,238

 

Consumer Goods: Durable 2.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

New Milani Group LLC (15) (19) (21) (29)

 

L+ 4.25%

 

6.37

%

6/6/2024

 

$

17,360,000

 

17,191,675

 

17,360,000

 

Total Consumer Goods: Durable

 

 

 

 

 

 

 

 

 

17,191,675

 

17,360,000

 

Consumer Goods: Non-Durable 4.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

FineLine Technologies, Inc. (15) (19) (21) (29)

 

L+ 4.25%

 

6.63

%

11/2/2022

 

$

31,782,763

 

31,539,017

 

31,623,850

 

Kronos Acquisition Holdings Inc. (15) (21) (29)

 

L+ 4.00%

 

6.24

%

5/15/2023

 

$

8,181,476

 

8,135,936

 

8,153,349

 

MND Holdings III Corp (15) (21)

 

L+ 3.50%

 

5.89

%

6/19/2024

 

$

3,801,806

 

3,787,264

 

3,830,319

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

43,462,217

 

43,607,518

 

Containers, Packaging & Glass 3.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

BWAY Holding Company (18) (21) (29)

 

L+ 3.25%

 

5.58

%

4/3/2024

 

$

12,844,925

 

12,867,847

 

12,852,953

 

Technimark LLC (18)(29)

 

L+ 3.75%

 

5.88

%

8/8/2025

 

$

2,826,456

 

2,822,923

 

2,835,288

 

Terminator Bidco AS (6) (18) (19) (21)

 

L+ 5.00%

 

7.34

%

5/22/2022

 

$

15,100,000

 

14,780,468

 

14,760,250

 

Total Containers, Packaging & Glass

 

 

 

 

 

 

 

 

 

30,471,238

 

30,448,491

 

Energy: Electricity 2.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Infinite Electronics International Inc. (18) (19) (21) (29)

 

L+ 4.00%

 

6.24

%

7/2/2025

 

$

20,003,129

 

19,987,728

 

19,987,387

 

 

9



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Energy: Electricity

 

 

 

 

 

 

 

 

 

19,987,728

 

19,987,387

 

Energy: Oil & Gas 3.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Blackbrush Oil & Gas, L.P. (15) (19) (21) (29)

 

L+ 8.00%

 

10.50

%

2/9/2024

 

$

31,200,000

 

30,648,829

 

30,731,999

 

Total Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

30,648,829

 

30,731,999

 

FIRE: Finance 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Badger Merger Sub, Inc. (18) (29)

 

L+ 3.75%

 

5.90

%

8/8/2025

 

$

3,650,904

 

3,632,649

 

3,664,595

 

Total FIRE: Finance

 

 

 

 

 

 

 

 

 

3,632,649

 

3,664,595

 

Healthcare & Pharmaceuticals 3.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Datix Bidco Limited (6) (18) (19) (21)

 

BBSW+ 4.50%

 

6.65

%

4/28/2025

 

AUD

4,211,615

 

3,197,418

 

2,989,227

 

Drive DeVilbiss (15) (29)

 

L+ 5.50%

 

7.89

%

1/3/2023

 

$

6,584,955

 

6,134,695

 

6,206,320

 

Great Expressions Dental Centers PC (15) (19) (29)

 

L+ 4.75%

 

6.99

%

9/28/2023

 

$

8,002,680

 

7,913,850

 

7,882,640

 

Island Medical Management Holdings, LLC (15) (19) (21)

 

L+ 6.50%

 

8.74

%

9/1/2022

 

$

9,294,318

 

9,179,562

 

8,643,715

 

U.S. Anesthesia Partners, Inc. (15) (29)

 

L+ 3.00%

 

5.24

%

6/24/2024

 

$

1,172,458

 

1,168,492

 

1,180,702

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

27,594,017

 

26,902,604

 

High Tech Industries 17.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

CMI Marketing Inc (15) (19) (21) (29)

 

L+ 5.00%

 

7.21

%

5/24/2024

 

$

15,449,280

 

15,300,071

 

15,449,280

 

Drilling Info Holdings, Inc. (18) (21) (29)

 

L+ 4.25%

 

6.54

%

7/30/2025

 

$

18,846,290

 

18,759,824

 

18,822,732

 

Lighthouse Network, LLC (15) (21) (29)

 

L+ 4.50%

 

6.84

%

12/2/2024

 

$

16,129,009

 

16,064,812

 

16,290,299

 

Netsmart Technologies, Inc.(15) (21) (29)

 

L+ 3.75%

 

5.99

%

4/19/2023

 

$

21,678,078

 

21,712,744

 

21,840,664

 

Park Place Technologies (15) (29)

 

L+ 4.00%

 

6.24

%

3/31/2025

 

$

9,848,967

 

9,815,640

 

9,865,385

 

Qlik Technologies (15) (21) (29)

 

L+ 3.50%

 

5.99

%

4/26/2024

 

$

17,782,425

 

17,706,277

 

17,782,424

 

SolarWinds Holdings, Inc. (18) (21)

 

L+ 3.00%

 

5.24

%

2/5/2024

 

$

14,800,376

 

14,885,646

 

14,897,496

 

VPARK BIDCO AB (6) (16) (19) (21)

 

CIBOR+ 5.00%

 

5.75

%

3/8/2025

 

DKK

56,999,385

 

9,126,347

 

8,870,395

 

VPARK BIDCO AB (6) (16) (19) (21)

 

NIBOR+ 5.00%

 

6.11

%

3/8/2025

 

NOK

74,019,870

 

9,178,545

 

9,077,515

 

Zywave, Inc. (15) (19) (21) (29)

 

L+ 5.00%

 

7.34

%

11/17/2022

 

$

17,582,974

 

17,493,987

 

17,582,974

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

150,043,893

 

150,479,164

 

Hotel, Gaming & Leisure 6.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aimbridge Hospitality LP (15) (19) (21)

 

L+ 5.00%

 

7.24

%

6/22/2022

 

$

25,648,524

 

25,293,988

 

25,648,524

 

Aimbridge Hospitality LP (15) (19) (21) (29)

 

L+ 5.00%

 

7.24

%

6/22/2022

 

$

4,274,769

 

4,213,578

 

4,274,769

 

Captain D’s LLC (15) (19) (21) (29)

 

L+ 4.50%

 

6.71

%

12/15/2023

 

$

13,422,572

 

13,304,704

 

13,321,902

 

Quidditch Acquisition, Inc. (15) (19) (21) (29)

 

L+ 7.00%

 

9.17

%

3/21/2025

 

$

10,943,465

 

10,837,675

 

11,134,975

 

Tacala Investment Corp. (18) (29)

 

L+ 3.25%

 

5.49

%

1/31/2025

 

$

1,512,697

 

1,509,193

 

1,521,915

 

Total Hotel, Gaming & Leisure

 

 

 

 

 

 

 

 

 

55,159,138

 

55,902,085

 

Insurance 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Alliant Holdings Intermediate, LLC (18) (21) (29)

 

L+ 3.00%

 

5.15

%

5/9/2025

 

$

11,639,708

 

11,700,328

 

11,677,572

 

Wink Holdco, Inc. (15) (29)

 

L+ 3.00%

 

5.24

%

12/2/2024

 

$

2,606,076

 

2,601,467

 

2,602,006

 

Total Insurance

 

 

 

 

 

 

 

 

 

14,301,795

 

14,279,578

 

Media: Broadcasting & Subscription 1.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

Micro Holding Corp. (18) (21) (29)

 

L+ 3.75%

 

5.92

%

9/13/2024

 

$

16,986,978

 

16,953,518

 

17,129,550

 

Total Media: Broadcasting & Subscription

 

 

 

 

 

 

 

 

 

16,953,518

 

17,129,550

 

Media: Diversified & Production 1.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

International Entertainment Investments Limited (6) (18) (19) (21)

 

GBP LIBOR+ 4.75%

 

5.48

%

05/31/2023

 

£

8,685,518

 

10,620,959

 

11,318,099

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

10,620,959

 

11,318,099

 

Real Estate 1.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Spectre (Carrisbrook House) Limited (6) (15) (19)

 

EURIBOR+ 7.50%

 

8.50

%

8/9/2021

 

9,300,000

 

10,693,059

 

10,791,720

 

Total Real Estate

 

 

 

 

 

 

 

 

 

10,693,059

 

10,791,720

 

Retail 3.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

CH Hold Corp. (15) (29)

 

L+ 3.00%

 

5.24

%

2/1/2024

 

$

1,502,194

 

1,499,673

 

1,513,460

 

CVS Holdings I, LP (15) (21) (29)

 

L+ 3.00%

 

5.25

%

2/6/2025

 

$

14,949,937

 

14,929,809

 

14,984,203

 

Eyemart Express LLC (15) (21) (29)

 

L+ 3.00%

 

5.19

%

8/5/2024

 

$

11,534,811

 

11,573,503

 

11,596,084

 

Total Retail

 

 

 

 

 

 

 

 

 

28,002,985

 

28,093,747

 

Services: Business 10.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Sales & Marketing Inc. (15) (21) (29)

 

L+ 3.25%

 

5.49

%

7/23/2021

 

$

15,784,298

 

15,518,321

 

14,616,260

 

 

10



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMCP Clean Acquisition Company, LLC (18) (21) (29)

 

L+ 4.25%

 

6.64

%

6/16/2025

 

$

10,597,097

 

10,565,258

 

10,643,459

 

Comet Bidco Limited (6) (18)

 

GBP LIBOR+ 5.25%

 

5.97

%

9/30/2024

 

£

6,260,870

 

8,051,481

 

8,038,707

 

Lakeland Tours, LLC (15) (29)

 

L+ 4.00%

 

6.33

%

12/16/2024

 

$

2,894,455

 

2,885,298

 

2,923,414

 

New Insight Holdings, Inc. (15) (21) (29)

 

L+ 5.50%

 

7.74

%

12/20/2024

 

$

15,580,858

 

15,090,652

 

15,683,100

 

Sovos Compliance, LLC (15) (19) (29)

 

L+ 6.00%

 

8.24

%

3/1/2022

 

$

8,622,578

 

8,556,075

 

8,536,352

 

Valet Waste Holdings, Inc. (18) (19)

 

L+ 4.00%

 

6.32

%

9/27/2025

 

$

27,583,423

 

27,514,465

 

27,721,340

 

Total Services: Business

 

 

 

 

 

 

 

 

 

88,181,550

 

88,162,632

 

Services: Consumer 1.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

GI Chill Acquisition LLC (18) (19) (21) (29)

 

L+ 4.00%

 

6.39

%

8/6/2025

 

$

11,492,287

 

11,467,638

 

11,571,584

 

Travel Leaders Group, LLC (18) (29)

 

L+ 4.00%

 

6.16

%

1/25/2024

 

$

529,294

 

527,971

 

536,241

 

Trident LS Merger Sub Corp (18) (29)

 

L+ 3.25%

 

5.49

%

5/1/2025

 

$

4,231,296

 

4,218,649

 

4,262,370

 

Total Services: Consumer

 

 

 

 

 

 

 

 

 

16,214,258

 

16,370,195

 

Telecommunications 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Horizon Telcom, Inc. (15) (19) (21) (29)

 

L+ 4.50%

 

6.67

%

6/15/2023

 

$

13,903,448

 

13,738,518

 

13,694,897

 

Masergy Holdings, Inc. (15) (21)

 

L+ 3.25%

 

5.64

%

12/15/2023

 

$

687,865

 

685,333

 

689,871

 

Total Telecommunications

 

 

 

 

 

 

 

 

 

14,423,851

 

14,384,768

 

Transportation: Cargo 2.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

ENC Holding Corporation (18) (27) (29)

 

L+ 4.25%

 

6.64

%

5/30/2025

 

$

7,913,706

 

7,894,643

 

7,933,490

 

PS HoldCo, LLC (15) (21) (29)

 

L+ 5.25%

 

7.40

%

3/13/2025

 

$

9,376,364

 

9,336,761

 

9,417,385

 

Total Transportation: Cargo

 

 

 

 

 

 

 

 

 

17,231,404

 

17,350,875

 

Wholesale 3.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

PT Holdings, LLC (15) (21) (29)

 

L+ 4.00%

 

6.39

%

12/9/2024

 

$

21,725,966

 

21,687,899

 

21,766,702

 

Specialty Building Products Holdings, LLC (18) (29)

 

L+ 5.75%

 

8.06

%

4/30/2026

 

$

6,944,043

 

6,839,882

 

6,979,839

 

Total Wholesale

 

 

 

 

 

 

 

 

 

28,527,781

 

28,746,541

 

Total First Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

$

744,992,496

 

$

749,418,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolver 1.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

API Technologies Corp. (2) (3) (5) (15) (19)

 

 

 

4/22/2024

 

$

 

(48,477

)

(20,916

)

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

(48,477

)

(20,916

)

Automotive 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

CST Buyer Company (3) (5) (15) (19)

 

 

 

3/1/2023

 

$

 

(9,914

)

 

Total Automotive

 

 

 

 

 

 

 

 

 

(9,914

)

 

Banking 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Tidel Engineering, L.P. (3) (15) (19)

 

 

 

3/1/2023

 

$

 

 

 

Total Banking

 

 

 

 

 

 

 

 

 

 

 

Capital Equipment 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Abracon Group Holding, LLC (2) (3) (5) (15) (19)

 

 

 

7/18/2024

 

$

 

(41,112

)

(28,334

)

Aramsco, Inc. (3) (15) (19) (26)

 

L+ 5.25%

 

7.91

%

8/28/2024

 

$

1,072,486

 

1,022,275

 

1,021,684

 

Dorner Manufacturing Corp. (3) (5) (15) (19)

 

 

 

3/15/2022

 

$

 

(20,535

)

 

Endries International, Inc. (3) (15) (19)

 

P+ 3.75%

 

9.00

%

6/1/2022

 

$

773,413

 

737,243

 

773,413

 

Winchester Electronics Corporation (3) (18) (19)

 

 

 

6/30/2021

 

$

 

 

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

1,697,871

 

1,766,763

 

Chemicals, Plastics & Rubber 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Plastics Group, LLC (3) (15) (19)

 

 

 

8/1/2021

 

$

 

 

 

PRCC Holdings, Inc. (3) (15) (19)

 

 

 

2/1/2021

 

$

 

 

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

Construction & Building 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanton Carpet Corp. (3) (15) (19)

 

 

 

11/21/2022

 

$

 

 

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

 

 

Consumer Goods: Durable 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Home Franchise Concepts, Inc. (2) (3) (5) (15) (19)

 

 

 

7/9/2024

 

$

 

(17,001

)

(25,298

)

Total Consumer Goods: Durable

 

 

 

 

 

 

 

 

 

(17,001

)

(25,298

)

Consumer Goods: Non-Durable 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11



Table of Contents

 

FineLine Technologies, Inc. (3) (15) (19)

 

L+ 4.75%

 

7.09

%

11/2/2021

 

$

655,181

 

618,715

 

642,077

 

Solaray, LLC (3) (15) (19)

 

L+ 4.50%

 

6.84

%

9/9/2022

 

$

425,010

 

425,010

 

425,010

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

1,043,725

 

1,067,087

 

Energy: Oil & Gas 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Amspec Services, Inc. (3) (5) (15) (19)

 

 

 

7/2/2024

 

$

 

(68,536

)

 

Total Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

(68,536

)

 

Healthcare & Pharmaceuticals 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical Innovations, LLC (3) (15) (19) (22)

 

L+ 6.00%

 

7.31

%

10/17/2022

 

$

575,862

 

554,901

 

575,862

 

Datix Bidco Limited (2) (3) (5) (6) (18) (19)

 

 

 

10/28/2024

 

£

 

(26,144

)

(22,177

)

Great Expressions Dental Centers PC (3) (12) (15) (19)

 

L+ 4.75%

 

8.13

%

9/28/2022

 

$

616,843

 

605,108

 

599,338

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

1,133,865

 

1,153,023

 

High Tech Industries 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

CMI Marketing Inc (3) (5) (15) (19)

 

 

 

5/24/2023

 

$

 

(19,660

)

 

Zywave, Inc. (3) (15) (19) (23)

 

L+ 5.00%

 

8.94

%

11/17/2022

 

$

95,934

 

82,704

 

95,934

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

63,044

 

95,934

 

Hotel, Gaming & Leisure 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aimbridge Hospitality LP (3) (5) (15) (19)

 

 

 

6/22/2022

 

$

 

(15,899

)

 

Captain D’s LLC (3) (15) (19)

 

L+ 4.50%

 

7.86

%

12/15/2023

 

$

751,116

 

734,947

 

737,149

 

Total Hotel, Gaming & Leisure

 

 

 

 

 

 

 

 

 

719,048

 

737,149

 

Media: Advertising, Printing & Publishing 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc. (3)(15)(19)

 

P+ 3.25%

 

8.50

%

12/20/2022

 

$

1,643,372

 

1,643,372

 

1,643,372

 

Cruz Bay Publishing (3)(15)(19)

 

 

 

6/6/2019

 

$

 

 

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

1,643,372

 

1,643,372

 

Media: Diversified & Production 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficient Collaborative Retail Marketing Company, LLC (3) (15) (19)

 

 

 

6/15/2022

 

$

 

 

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

 

 

Retail 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Batteries Plus Holding Corporation (3) (15) (19)

 

 

 

7/6/2022

 

$

 

 

 

Total Retail

 

 

 

 

 

 

 

 

 

 

 

Services: Business 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Element Buyer, Inc. (2) (3) (5) (15) (19)

 

 

 

7/19/2024

 

$

 

(61,696

)

(10,625

)

McKissock, LLC (3) (15) (19)

 

P+ 2.25%

 

7.50

%

8/5/2021

 

$

991,690

 

991,690

 

991,690

 

Sovos Compliance, LLC (2) (3) (5) (15) (19)

 

 

 

3/1/2022

 

$

 

(10,833

)

(14,516

)

TEI Holdings Inc. (3) (13) (15) (19)

 

L+ 6.00%

 

8.16

%

12/20/2022

 

$

1,133,360

 

1,133,360

 

1,133,360

 

Total Services: Business

 

 

 

 

 

 

 

 

 

2,052,521

 

2,099,909

 

Telecommunications 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Horizon Telcom, Inc. (2) (3) (15) (19)

 

 

 

6/15/2023

 

$

 

 

(17,379

)

Total Telecommunications

 

 

 

 

 

 

 

 

 

 

(17,379

)

Transportation: Consumer 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc. (3) (15) (19)

 

 

 

12/1/2021

 

$

 

 

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

Total Revolver

 

 

 

 

 

 

 

 

 

$

8,209,518

 

$

8,499,644

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second Lien Senior Secured Loan 24.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 3.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

TECT Power Holdings, LLC (15) (19) (21)

 

L+ 8.50%

 

10.74

%

12/27/2021

 

$

14,757,969

 

14,534,773

 

14,905,549

 

WP CPP Holdings, LLC (15) (21) (29)

 

L+ 7.75%

 

10.15

%

4/30/2026

 

$

11,723,622

 

11,608,507

 

11,757,820

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

26,143,280

 

26,663,369

 

Automotive 0.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

OEConnection LLC (15) (19) (21)

 

L+ 8.00%

 

10.25

%

11/24/2025

 

$

6,312,688

 

6,276,140

 

6,312,688

 

Total Automotive

 

 

 

 

 

 

 

 

 

6,276,140

 

6,312,688

 

Beverage, Food & Tobacco 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12



Table of Contents

 

Restaurant Technologies, Inc. (15) (19) (21)

 

P+ 7.75%

 

13.00

%

11/23/2023

 

$

1,693,548

 

1,666,409

 

1,685,081

 

Total Beverage, Food & Tobacco

 

 

 

 

 

 

 

 

 

1,666,409

 

1,685,081

 

Capital Equipment 1.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

EXC Holdings III Corp. (15) (21) (29)

 

L+ 7.50%

 

9.97

%

12/1/2025

 

$

8,240,489

 

8,254,837

 

8,384,697

 

Velvet Acquisition B.V. (6) (18) (19) (21)

 

EURIBOR+ 8.00%

 

8.01

%

4/17/2026

 

6,013,072

 

7,306,339

 

7,047,344

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

15,561,176

 

15,432,041

 

Energy: Electricity 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Infinite Electronics International Inc. (18) (19) (21)

 

L+ 8.00%

 

10.24

%

7/2/2026

 

$

2,480,000

 

2,432,230

 

2,430,400

 

Total Energy: Electricity

 

 

 

 

 

 

 

 

 

2,432,230

 

2,430,400

 

Healthcare & Pharmaceuticals 6.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Concentra Inc. (15) (21) (29)

 

L+ 6.50%

 

8.61

%

6/1/2023

 

$

14,104,833

 

13,850,499

 

14,316,406

 

Datix Bidco Limited (6) (18) (19) (21)

 

GBP LIBOR+ 7.75%

 

8.54

%

4/27/2026

 

£

12,133,975

 

16,268,416

 

15,495,547

 

TecoStar Holdings, Inc. (15) (19) (21) (29)

 

L+ 8.50%

 

10.62

%

11/1/2024

 

$

9,471,942

 

9,260,060

 

9,471,942

 

U.S. Anesthesia Partners, Inc. (15) (19) (21) (29)

 

L+ 7.25%

 

9.49

%

6/23/2025

 

$

16,520,000

 

16,303,982

 

16,520,000

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

55,682,957

 

55,803,895

 

High Tech Industries 4.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Everest Bidco (6) (19) (21)

 

L+ 7.50%

 

8.50

%

7/3/2026

 

$

10,216,216

 

13,055,567

 

12,913,369

 

Intralinks, Inc. (15) (21)

 

L+ 8.00%

 

10.25

%

11/14/2025

 

$

8,775,510

 

8,699,997

 

8,870,575

 

nThrive, Inc. (15) (19) (21)

 

L+ 9.75%

 

11.99

%

4/20/2023

 

$

8,000,000

 

7,983,386

 

7,840,000

 

Netsmart Technologies, Inc. (15) (21)

 

L+ 7.50%

 

9.84

%

10/19/2023

 

$

2,749,000

 

2,749,000

 

2,735,255

 

Park Place Technologies (15) (19) (21)

 

L+ 8.00%

 

10.24

%

3/30/2026

 

$

5,536,332

 

5,485,191

 

5,522,491

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

37,973,141

 

37,881,690

 

Hotel, Gaming & Leisure 1.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

K-Mac Holdings Corp. (18) (29)

 

L+ 6.75%

 

8.92

%

3/16/2026

 

$

3,200,000

 

3,192,384

 

3,224,000

 

NPC International, Inc. (15) (21) (29)

 

L+ 7.50%

 

9.58

%

4/18/2025

 

$

9,158,667

 

9,195,778

 

9,273,151

 

Tacala Investment Corp. (18) (21)

 

L+ 7.00%

 

9.24

%

1/30/2026

 

$

4,323,404

 

4,304,655

 

4,393,660

 

Total Hotel, Gaming & Leisure

 

 

 

 

 

 

 

 

 

16,692,817

 

16,890,811

 

Insurance 1.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Wink Holdco, Inc. (15) (21)

 

L+ 6.75%

 

9.00

%

12/1/2025

 

$

10,587,543

 

10,600,756

 

10,587,543

 

Total Insurance

 

 

 

 

 

 

 

 

 

10,600,756

 

10,587,543

 

Media: Advertising, Printing & Publishing 0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Learfield Communications LLC (15) (19) (21) (29)

 

L+ 7.25%

 

9.50

%

12/2/2024

 

$

4,050,000

 

4,015,477

 

4,090,500

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

4,015,477

 

4,090,500

 

Retail 1.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

CH Hold Corp. (15) (19) (29)

 

L+ 7.25%

 

9.49

%

2/3/2025

 

$

1,215,470

 

1,210,558

 

1,233,702

 

CVS Holdings I, LP (15) (21)

 

L+ 6.75%

 

9.00

%

2/6/2026

 

$

11,133,301

 

11,137,639

 

11,098,509

 

Total Retail

 

 

 

 

 

 

 

 

 

12,348,197

 

12,332,211

 

Services: Consumer 0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Pearl Intermediate Parent LLC (18) (21)

 

L+ 6.25%

 

8.42

%

2/13/2026

 

$

2,570,811

 

2,590,063

 

2,567,597

 

Trident LS Merger Sub Corp (18) (29)

 

L+ 7.50%

 

9.74

%

5/1/2026

 

$

2,246,470

 

2,224,926

 

2,268,935

 

Total Services: Consumer

 

 

 

 

 

 

 

 

 

4,814,989

 

4,836,532

 

Telecommunications 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Masergy Holdings, Inc. (15)

 

L+ 7.50%

 

9.89

%

12/16/2024

 

$

857,143

 

863,498

 

860,715

 

Total Telecommunications

 

 

 

 

 

 

 

 

 

863,498

 

860,715

 

Transportation: Cargo 2.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct ChassisLink, Inc. (18) (19) (21) (29)

 

L+ 6.00%

 

8.24

%

6/15/2023

 

$

19,031,936

 

19,087,274

 

19,246,045

 

Total Transportation: Cargo

 

 

 

 

 

 

 

 

 

19,087,274

 

19,246,045

 

Total Second Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

$

214,158,341

 

$

215,053,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinated Debt 2.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Healthcare & Pharmaceuticals 1.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13



Table of Contents

 

Genesis Supply Acquisition Co. (19)

 

 

12.50

%

4/23/2021

 

$

10,000,000

 

10,000,000

 

10,000,000

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

10,000,000

 

10,000,000

 

Transportation: Cargo 1.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Omni Logistics, LLC (15) (19) (21)

 

L+ 11.50%

 

13.74

%

1/19/2024

 

$

15,000,000

 

14,702,741

 

14,700,000

 

Total Transportation: Cargo

 

 

 

 

 

 

 

 

 

14,702,741

 

14,700,000

 

Total Subordinated Debt

 

 

 

 

 

 

 

 

 

$

24,702,741

 

$

24,700,000

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

1,028,544,166

 

$

1,034,803,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity 0.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred Units 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Healthcare & Pharmaceuticals 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

CB Titan Holdings, Inc. (14) (19) (25)

 

 

 

 

 

1,952,879

 

1,952,879

 

2,070,053

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

1,952,879

 

2,070,053

 

Total Series A Preferred Units

 

 

 

 

 

 

 

 

 

1,952,879

 

2,070,053

 

Equity Interest 0.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

High Tech Industries 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Impala Private Investments, LLC (14) (19) (25)

 

 

 

 

 

1,500,000

 

1,500,000

 

2,985,570

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

1,500,000

 

2,985,570

 

Capital Equipment 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Abracon Group Holding, LLC (14) (19) (25)

 

 

 

 

1,800

 

1,800,000

 

1,886,400

 

Armor Group, LP (14) (19) (25)

 

 

 

 

10,119

 

1,011,905

 

1,011,900

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

2,811,905

 

2,898,300

 

Total Equity Interest

 

 

 

 

 

 

 

 

 

4,311,905

 

5,883,870

 

Total Equity

 

 

 

 

 

 

 

 

 

$

6,264,784

 

$

7,953,923

 

Total Non-Controlled/Non-Affiliate Investments

 

 

 

 

 

 

 

 

 

$

1,068,707,548

 

$

1,075,932,730

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlled Affiliate Investments 31.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Debt 0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Senior Secured Loan 0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20)

 

 

 

10.00

%

6/2/2022

 

$

4,144,528

 

4,144,528

 

4,144,528

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

4,144,528

 

4,144,528

 

Total First Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

$

4,144,528

 

$

4,144,528

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

4,144,528

 

$

4,144,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity 30.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Interest 1.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 1.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC (10) (11) (19) (20) (25)

 

 

 

 

 

731,387

 

731,387

 

1,437,840

 

BCC Jetstream Holdings Aviation (Off I), LLC (6) (10) (11) (19) (20) (25)

 

 

 

 

 

11,862,614

 

11,862,614

 

11,295,145

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

12,594,001

 

12,732,985

 

Total Equity Interest

 

 

 

 

 

 

 

 

 

$

12,594,001

 

$

12,732,985

 

Investment Vehicles 29.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Antares Bain Capital Complete Financing Solution LLC (6) (10) (11) (19) (25)

 

 

 

 

 

256,316,439

 

256,316,439

 

258,632,338

 

Total Investment Vehicles

 

 

 

 

 

 

 

 

 

$

256,316,439

 

$

258,632,338

 

Total Equity

 

 

 

 

 

 

 

 

 

$

268,910,440

 

$

271,365,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unfunded Commitment 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC (7) (10) (11) (14) (19) (20)

 

 

 

6/2/2022

 

 

 

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

 

 

Total Unfunded Commitment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Controlled Affiliate Investments

 

 

 

 

 

 

 

 

 

$

273,054,968

 

$

275,509,851

 

 

14



Table of Contents

 

Total Investments

 

 

 

 

 

 

 

 

 

$

1,341,762,516

 

$

1,351,442,581

 

Cash Equivalents 16.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund Institutional Share Class

 

 

2.06

%

 

 

148,411,966

 

148,411,966

 

Total Cash Equivalents

 

 

 

 

 

 

 

 

 

$

148,411,966

 

$

148,411,966

 

Total Investments and Cash Equivalents

 

 

 

 

 

 

 

 

 

$

1,490,174,482

 

$

1,499,854,547

 

 

Forward Foreign Currency Exchange Contracts

 

Currency Purchased

 

Currency Sold

 

Counterparty

 

Settlement Date

 

Unrealized Appreciation
(Depreciation) 
(8)

 

U.S. DOLLARS 8,720,000

 

POUND STERLING 6,400,000

 

Bank of New York Mellon

 

9/21/2020

 

$

58,275

 

U.S. DOLLARS 27,913,898

 

EURO 22,117,810

 

Bank of New York Mellon

 

1/18/2019

 

1,868,418

 

U.S. DOLLARS 11,541,188

 

POUND STERLING 8,262,000

 

Bank of New York Mellon

 

1/18/2019

 

445,074

 

U.S. DOLLARS 12,042,274

 

EURO 10,080,000

 

Bank of New York Mellon

 

6/21/2019

 

55,304

 

U.S. DOLLARS 109,279

 

AUSTRALIAN DOLLARS 145,482

 

Citibank

 

10/31/2018

 

3,970

 

U.S. DOLLARS 577,054

 

POUND STERLING 422,529

 

Citibank

 

10/31/2018

 

25,216

 

U.S. DOLLARS 9,497,034

 

DANISH KRONE 59,805,094

 

Citibank

 

1/18/2019

 

567,943

 

U.S. DOLLARS 9,622,663

 

NORWEGIAN KRONE 77,560,211

 

Citibank

 

1/18/2019

 

334,486

 

U.S. DOLLARS 3,169,087

 

AUSTRALIAN DOLLARS 4,127,383

 

Citibank

 

4/11/2019

 

81,710

 

U.S. DOLLARS 13,192,107

 

POUND STERLING 9,260,478

 

Citibank

 

4/11/2019

 

698,583

 

U.S. DOLLARS 3,577,812

 

POUND STERLING 2,630,000

 

Goldman Sachs

 

4/11/2019

 

114,353

 

U.S. DOLLARS 3,090,562

 

AUD 4,130,000

 

Goldman Sachs

 

6/14/2019

 

91,453

 

U.S. DOLLARS 8,937,749

 

DANISH KRONE 55,570,000

 

Goldman Sachs

 

6/14/2019

 

68,836

 

U.S. DOLLARS 11,718,855

 

EURO 9,790,000

 

Goldman Sachs

 

6/14/2019

 

84,103

 

U.S. DOLLARS 55,694,276

 

POUND STERLING 41,330,000

 

Goldman Sachs

 

6/14/2019

 

1,088,950

 

U.S. DOLLARS 8,993,793

 

NORWEGIAN KRONE 72,170,000

 

Goldman Sachs

 

6/14/2019

 

31,613

 

 

 

 

 

 

 

 

 

$

5,618,287

 

 


(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Euro Interbank Offered Rate (“EURIBOR” or “E”), British Pound Sterling LIBOR Rate (“GBP LIBOR”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Copenhagen Interbank Offered Rate (“CIBOR” or “C”), the Bank Bill Swap Rate (“BBSW”) or the Prime Rate (“Prime” or “P”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW or Prime and the current weighted average interest rate in effect at September 30, 2018. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR, NIBOR, CIBOR, BBSW or Prime interest rate floor.

(2) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4) Percentages are based on the Company’s net assets of $883,961,230 as of September 30, 2018.

(5) The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2018, non-qualifying assets totaled 26.6% of the Company’s total assets.

(7) The assets to be issued will be determined at the time the funds are called.

(8) Unrealized appreciation/(depreciation) on forward currency exchange contracts.

(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian krone, AUD represents Australian and DKK represents Kroner.

(10) As defined in the 1940 Act, the Company is deemed to be an “Affiliated Investment” of the Company as the Company owns five percent or more of the portfolio company’s securities.

(11) As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(12) $353,434 of the total par amount for this security is at P + 3.75%.

(13) $434,530 of the total par amount for this security is at P + 3.75%.

(14) Non-Income Producing.

(15) Loan includes interest rate floor of 1.00%.

(16) Loan includes interest rate floor of 0.75%.

(17) Loan includes interest rate floor of 0.50%.

 

15



Table of Contents

 

(18) Loan includes interest rate floor of 0.00%.

(19) Security valued using unobservable inputs (Level 3).

(20) The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

(21) Assets or a portion thereof are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6  “Borrowings”.

(22) The Company generally earns a higher interest rate on the “last out” tranche of debt, to the extent the debt has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(23) $351,758 of the total par amount for this security is at P+ 4.00%.

(24) $13,266 of the total par amount for this security is at P + 3.75%.

(25) Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2018, the aggregate fair value of these securities is $279,319,246 or 31.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

 

Investment

 

Acquisition Date

 

BCC Jetstream Holdings Aviation (On II), LLC

 

6/1/2017

 

BCC Jetstream Holdings Aviation (Off I), LLC

 

6/1/2017

 

Antares Bain Capital Complete Financing Solution LLC

 

11/29/2017

 

CB Titan Holdings, Inc.

 

11/14/2017

 

Impala Private Investments, LLC

 

11/10/2017

 

Abracon Group Holding, LLC

 

7/18/2018

 

Armor Group, LP

 

8/28/2018

 

 

(26) $225,787 of the total par amount for this security is at P + 4.25%.

(27) $19,834 of the total par amount for this security is at P + 3.75%.

(28) $2,525,067 of the total par amount for this security is at P + 3.75%.

(29) Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer. See Note 6  “Borrowings”.

 

See Notes to Consolidated Financial Statements.

 

16



Table of Contents

 

Bain Capital Specialty Finance, Inc.

 

Consolidated Schedule of Investments

As of December 31, 2017

 

 

 

 

 

 

 

 

 

 

Principal/

 

 

 

 

 

 

 

 

 

 

 

Maturity

 

Par Amount/

 

Amortized

 

 

 

Portfolio Company(4)

 

Spread Above Index(1)

 

Interest Rate

 

Date

 

Shares(9)

 

Cost

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments and Cash Equivalents 190.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments 164.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Controlled/Non-Affiliate Investments 126.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Fixed Income 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Bond 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Utilities: Electric 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

CSVC Acquisition Corp

 

 

7.75

%

6/15/2025

 

$

8,478,000

 

$

8,478,000

 

$

8,138,880

 

Total Utilities: Electric

 

 

 

 

 

 

 

 

 

8,478,000

 

8,138,880

 

Total Corporate Bond

 

 

 

 

 

 

 

 

 

$

8,478,000

 

$

8,138,880

 

Total Corporate Fixed Income

 

 

 

 

 

 

 

 

 

$

8,478,000

 

$

8,138,880

 

Corporate Debt 124.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Delayed Draw Term Loan 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Equipment 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Endries International, Inc.(3)(5)(15)(19)

 

 

 

6/1/2023

 

$

 

(44,681

)

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

(44,681

)

 

Healthcare & Pharmaceuticals 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Great Expressions Dental Centers PC(2)(3)(5)(15)(19)

 

 

 

9/28/2023

 

$

 

(4,147

)

(10,005

)

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

(4,147

)

(10,005

)

Hotel, Gaming & Leisure 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

NPC International, Inc.(2)(3)(5)(15)(19)

 

 

 

4/18/2025

 

$

 

(18,711

)

(20,002

)

Total Hotel, Gaming & Leisure

 

 

 

 

 

 

 

 

 

(18,711

)

(20,002

)

Media: Diversified & Production 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

International Entertainment Investments Limited(3)(6)(18)(19)

 

GBP LIBOR + 4.25%

 

4.75

%

2/28/2022

 

£

599,178

 

755,088

 

795,989

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

755,088

 

795,989

 

Services: Business 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Lakeland Tours, LLC(3)(5)(15)(21)

 

 

 

12/8/2024

 

$

 

(466

)

1,866

 

Sovos Compliance, LLC(2)(3)(15)(19)

 

 

 

3/1/2022

 

$

 

 

(48,387

)

Total Services: Business

 

 

 

 

 

 

 

 

 

(466

)

(46,521

)

Total Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

$

687,083

 

$

719,461

 

 

17



Table of Contents

 

First Lien Last Out Term Loan 6.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Environmental Industries 4.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Adler & Allan Group Limited(6)(17)(19)(21)(22)

 

GBP LIBOR + 7.50%

 

8.00

%

6/30/2024

 

£

15,141,463

 

19,064,227

 

20,256,052

 

Total Environmental Industries

 

 

 

 

 

 

 

 

 

19,064,227

 

20,256,052

 

Healthcare & Pharmaceuticals 2.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical Innovations, LLC(15)(19)(21)(22)

 

L + 6.00%

 

7.49

%

10/17/2023

 

$

10,365,517

 

10,136,979

 

10,132,293

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

10,136,979

 

10,132,293

 

Total First Lien Last Out Term Loan

 

 

 

 

 

 

 

 

 

$

29,201,206

 

$

30,388,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Senior Secured Loan 93.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 3.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

Anaren, Inc.(15)(19)(21)

 

L + 4.50%

 

6.19

%

2/18/2021

 

$

2,509,630

 

2,522,237

 

2,522,178

 

Novetta, LLC(15)

 

L + 5.00%

 

6.70

%

10/17/2022

 

$

3,854,294

 

3,778,545

 

3,745,892

 

Salient CRGT, Inc.(15)(19)(21)

 

L + 5.75%

 

7.32

%

2/28/2022

 

$

3,708,100

 

3,645,930

 

3,740,546

 

StandardAero Aviation Holdings, Inc.(15)(21)

 

L + 3.75%

 

5.32

%

7/7/2022

 

$

9,923,858

 

10,025,652

 

10,016,894

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

19,972,364

 

20,025,510

 

Automotive 3.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

CST Buyer Company(15)(19)(21)

 

L + 6.25%

 

7.75

%

3/1/2023

 

$

9,801,261

 

9,674,796

 

9,879,671

 

OEConnection LLC(15)(21)

 

L + 4.00%

 

5.69

%

11/22/2024

 

$

8,175,779

 

8,134,900

 

8,165,560

 

Total Automotive

 

 

 

 

 

 

 

 

 

17,809,696

 

18,045,231

 

Beverage, Food & Tobacco 6.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

Captain D’s LLC(15)(19)(21)

 

L + 4.50%

 

5.98

%

12/15/2023

 

$

13,540,845

 

13,405,528

 

13,405,437

 

K-Mac Holdings Corp.(15)(19)(21)

 

L + 4.75%

 

6.32

%

12/20/2022

 

$

14,040,000

 

13,850,449

 

14,138,280

 

Restaurant Technologies, Inc.(15)(21)

 

L + 4.75%

 

6.20

%

11/23/2022

 

$

5,266,653

 

5,221,740

 

5,260,070

 

Total Beverage, Food & Tobacco

 

 

 

 

 

 

 

 

 

32,477,717

 

32,803,787

 

Capital Equipment 5.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Dorner Manufacturing Corp.(15)(19)(21)

 

L + 5.75%

 

7.32

%

3/15/2023

 

$

8,288,872

 

8,108,458

 

8,305,450

 

DXP Enterprises, Inc.(6)(15)(19)(21)

 

L + 5.50%

 

7.07

%

8/29/2023

 

$

5,230,350

 

5,180,464

 

5,282,654

 

Endries International, Inc.(15)(19)(21)

 

L + 4.75%

 

6.15

%

6/1/2023

 

$

6,540,319

 

6,452,400

 

6,540,319

 

Wilsonart LLC(15)(21)

 

L + 3.25%

 

4.95

%

12/19/2023

 

$

5,473,747

 

5,531,399

 

5,511,866

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

25,272,721

 

25,640,289

 

Chemicals, Plastics & Rubber 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

ASP Chromaflo Intermediate Holdings, Inc.(15)(21)

 

L + 4.00%

 

5.57

%

11/20/2023

 

$

509,990

 

507,862

 

513,496

 

ASP Chromaflo Intermediate Holdings, Inc.(6)(15)(21)

 

L + 4.00%

 

5.57

%

11/20/2023

 

$

663,150

 

660,383

 

667,709

 

Niacet b.v.(6)(15)(19)(21)

 

EURIBOR + 4.50%

 

5.50

%

2/1/2024

 

3,865,193

 

4,133,673

 

4,651,765

 

Niacet Corporation(15)(19)(21)

 

L + 4.50%

 

6.19

%

2/1/2024

 

$

2,223,200

 

2,204,254

 

2,228,758

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

7,506,172

 

8,061,728

 

 

18



Table of Contents

 

Construction & Building 3.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Bolt Infrastructure Merger Sub, Inc.(15)(21)

 

L + 3.50%

 

5.07

%

6/21/2024

 

$

2,697,465

 

2,684,931

 

2,706,744

 

Regan Development Holdings Limited(6)(17)(19)

 

EURIBOR + 7.00%

 

7.50

%

5/2/2022

 

2,825,002

 

3,077,840

 

3,398,198

 

Regan Development Holdings Limited(6)(17)(19)

 

EURIBOR + 7.00%

 

7.50

%

5/2/2022

 

8,574,506

 

9,167,494

 

10,314,281

 

Regan Development Holdings Limited(6)(17)(19)

 

EURIBOR + 7.00%

 

7.50

%

5/2/2022

 

915,945

 

1,040,239

 

1,101,791

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

15,970,504

 

17,521,014

 

Consumer Goods: Durable 3.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Harbor Freight Tools USA, Inc.(16)(21)

 

L + 3.25%

 

4.82

%

8/18/2023

 

$

15,000,000

 

15,105,349

 

15,118,365

 

Total Consumer Goods: Durable

 

 

 

 

 

 

 

 

 

15,105,349

 

15,118,365

 

Consumer Goods: Non-Durable 4.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

FineLine Technologies, Inc.(15)(19)(21)

 

L + 4.75%

 

6.44

%

11/2/2022

 

$

14,659,018

 

14,379,947

 

14,585,723

 

Kronos Acquisition Holdings Inc.(15)(21)

 

L + 4.50%

 

6.17

%

8/26/2022

 

$

2,783,522

 

2,776,997

 

2,809,038

 

Melissa & Doug, LLC(15)(19)(21)

 

L + 3.75%

 

5.44

%

6/19/2024

 

$

3,830,680

 

3,814,142

 

3,859,410

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

20,971,086

 

21,254,171

 

Containers, Packaging & Glass 5.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

BWAY Holding Company(18)(21)

 

L + 3.25%

 

4.60

%

4/3/2024

 

$

12,942,481

 

12,941,997

 

13,013,264

 

CSP Technologies North America, LLC(15)(19)(21)

 

L + 5.25%

 

6.94

%

1/29/2022

 

$

12,285,894

 

12,285,894

 

12,316,608

 

Total Containers, Packaging & Glass

 

 

 

 

 

 

 

 

 

25,227,891

 

25,329,872

 

Energy: Oil & Gas 2.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Keane Group, Inc.(6)(15)(19)(21)

 

L + 7.25%

 

9.00

%

8/18/2022

 

$

13,793,468

 

13,666,341

 

13,807,262

 

Total Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

13,666,341

 

13,807,262

 

Healthcare & Pharmaceuticals 5.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Drive DeVilbiss(15)(21)

 

L + 5.50%

 

7.19

%

1/3/2023

 

$

6,714,072

 

6,189,778

 

6,214,545

 

Great Expressions Dental Centers PC(15)(19)(21)

 

L + 4.75%

 

6.32

%

9/28/2023

 

$

8,063,925

 

7,959,637

 

7,942,966

 

Island Medical Management Holdings, LLC(15)(19)(21)

 

L + 5.50%

 

7.00

%

9/1/2022

 

$

10,629,110

 

10,480,292

 

10,310,237

 

U.S. Anesthesia Partners, Inc.(15)(21)

 

L + 3.25%

 

4.82

%

6/23/2024

 

$

4,987,469

 

4,969,431

 

5,006,172

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

29,599,138

 

29,473,920

 

High Tech Industries 16.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Lighthouse Network, LLC(15)(21)

 

L + 4.50%

 

6.07

%

11/29/2024

 

$

16,250,891

 

16,171,524

 

16,332,145

 

Netsmart Technologies, Inc.(15)(21)

 

L + 4.50%

 

6.19

%

4/19/2023

 

$

16,166,203

 

16,200,542

 

16,375,022

 

Qlik Technologies(15)(21)

 

L + 3.50%

 

5.04

%

4/26/2024

 

$

17,917,481

 

17,867,534

 

17,559,132

 

SolarWinds Holdings, Inc.(15)(21)

 

L + 3.50%

 

5.07

%

2/3/2023

 

$

14,912,218

 

15,011,042

 

14,984,915

 

Zywave, Inc.(15)(19)(21)

 

L + 5.00%

 

6.61

%

11/17/2022

 

$

17,728,574

 

17,580,683

 

17,728,574

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

82,831,325

 

82,979,788

 

Insurance 2.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Alliant Holdings Intermediate, LLC(15)(21)

 

L + 3.25%

 

4.80

%

8/12/2022

 

$

7,480,852

 

7,550,046

 

7,528,475

 

Wink Holdco, Inc.(15)(21)

 

L + 3.00%

 

4.49

%

11/2/2024

 

$

2,619,172

 

2,612,843

 

2,645,364

 

Total Insurance

 

 

 

 

 

 

 

 

 

10,162,889

 

10,173,839

 

 

19



Table of Contents

 

Media: Broadcasting & Subscription 3.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Micro Holding Corp.(18)(21)

 

L + 3.75%

 

5.34

%

9/13/2024

 

$

14,962,500

 

14,927,621

 

15,019,941

 

Total Media: Broadcasting & Subscription

 

 

 

 

 

 

 

 

 

14,927,621

 

15,019,941

 

Media: Diversified & Production 4.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Deluxe Entertainment Services Group Inc.(15)(21)

 

L + 5.50%

 

6.88

%

2/28/2020

 

$

10,912,628

 

10,454,998

 

10,721,657

 

International Entertainment Investments Limited(6)(18)(19)(21)

 

GBP LIBOR + 4.75%

 

5.24

%

5/31/2022

 

£

7,673,114

 

9,314,218

 

10,368,679

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

19,769,216

 

21,090,336

 

Real Estate 2.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Spectre (Carrisbrook House) Limited(6)(15)(19)

 

EURIBOR + 7.50%

 

8.50

%

8/9/2021

 

£

 9,300,000

 

10,644,272

 

10,863,204

 

Total Real Estate

 

 

 

 

 

 

 

 

 

10,644,272

 

10,863,204

 

Retail 2.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

CH Hold Corp.(15)(21)

 

L + 3.00%

 

4.57

%

2/1/2024

 

$

1,514,280

 

1,511,626

 

1,525,637

 

Eyemart Express LLC(15)(21)

 

L + 3.00%

 

4.44

%

8/4/2024

 

$

11,622,196

 

11,667,646

 

11,647,626

 

Total Retail

 

 

 

 

 

 

 

 

 

13,179,272

 

13,173,263

 

Services: Business 10.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Advantage Sales & Marketing Inc.(15)(21)

 

L + 3.25%

 

4.63

%

7/23/2021

 

$

15,907,613

 

15,579,348

 

15,553,000

 

Comet Bidco Limited(6)(18)

 

GBP LIBOR + 5.25%

 

5.74

%

10/10/2024

 

£

6,260,870

 

8,025,268

 

8,321,073

 

Genuine Financial Holdings LLC(15)(19)(21)

 

L + 4.75%

 

6.38

%

1/26/2023

 

$

9,493,949

 

9,394,123

 

9,588,888

 

Lakeland Tours, LLC(15)(21)

 

L + 4.00%

 

5.59

%

12/8/2024

 

$

2,265,805

 

2,260,141

 

2,288,463

 

New Insight Holdings, Inc.(15)(21)

 

L + 5.50%

 

7.13

%

12/20/2024

 

$

10,673,472

 

10,140,377

 

10,250,984

 

Sovos Compliance, LLC(15)(19)(21)

 

L + 6.00%

 

7.57

%

3/1/2022

 

$

8,687,901

 

8,610,473

 

8,601,022

 

Travel Leaders Group, LLC(18)(21)

 

L + 4.50%

 

5.92

%

1/25/2024

 

$

294,097

 

292,867

 

298,876

 

Total Services: Business

 

 

 

 

 

 

 

 

 

54,302,597

 

54,902,306

 

Telecommunications 2.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Masergy Holdings, Inc.(15)(21)

 

L + 3.75%

 

5.44

%

12/15/2023

 

$

693,116

 

690,187

 

697,448

 

Polycom, Inc.(15)(21)

 

L + 5.25%

 

6.78

%

9/27/2023

 

$

12,164,688

 

12,014,392

 

12,291,408

 

Total Telecommunications

 

 

 

 

 

 

 

 

 

12,704,579

 

12,988,856

 

Wholesale 5.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

American Tire Distributors Inc(15)(21)

 

L + 4.25%

 

5.82

%

9/1/2021

 

$

17,028,623

 

17,120,740

 

17,171,238

 

PT Holdings, LLC(15)(21)

 

L + 4.00%

 

5.57

%

11/30/2024

 

$

9,954,211

 

9,904,920

 

10,016,424

 

Total Wholesale

 

 

 

 

 

 

 

 

 

27,025,660

 

27,187,662

 

Total First Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

$

469,126,410

 

$

475,460,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolver 1.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Automotive 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

CST Buyer Company(3)(5)(15)(19)

 

 

 

3/1/2023

 

$

 

(11,593

)

7,180

 

Total Automotive

 

 

 

 

 

 

 

 

 

(11,593

)

7,180

 

Banking 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Tidel Engineering, L.P.(3)(15)(19)

 

 

 

3/1/2023

 

$

 

 

 

Total Banking

 

 

 

 

 

 

 

 

 

 

 

 

20



Table of Contents

 

Beverage, Food & Tobacco 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Captain D’s LLC(3)(15)(19)

 

L + 4.50%

 

6.03

%

12/15/2023

 

$

1,018,981

 

1,000,490

 

1,000,358

 

K-Mac Holdings Corp.(3)(15)(19)

 

L + 3.50%

 

5.07

%

12/20/2021

 

$

160,000

 

160,000

 

171,200

 

Total Beverage, Food & Tobacco

 

 

 

 

 

 

 

 

 

1,160,490

 

1,171,558

 

Capital Equipment 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Dorner Manufacturing Corp.(3)(15)(19)

 

L + 5.75%

 

7.32

%

3/15/2023

 

$

439,553

 

415,595

 

443,949

 

Endries International, Inc.(3)(15)(19)

 

P + 3.75%

 

8.25

%

6/1/2022

 

$

701,568

 

658,025

 

701,568

 

Winchester Electronics Corporation(3)(15)(19)

 

 

 

6/30/2021

 

$

 

 

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

1,073,620

 

1,145,517

 

Chemicals, Plastics & Rubber 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Plastics Group, LLC(3)(15)(19)

 

L + 4.75%

 

6.12

%

8/1/2021

 

$

935,022

 

935,022

 

935,022

 

PRCC Holdings, Inc.(3)(19)

 

 

 

2/1/2021

 

$

 

 

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

935,022

 

935,022

 

Construction & Building 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanton Carpet Corp.(3)(15)(19)

 

 

 

11/21/2022

 

$

 

 

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

 

 

Consumer Goods: Non-Durable 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

FineLine Technologies, Inc.(2)(3)(5)(15)(19)

 

 

 

11/2/2021

 

$

 

(45,292

)

(13,104

)

Solaray, LLC(3)(15)(19)

 

 

 

9/9/2022

 

$

 

 

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

(45,292

)

(13,104

)

Healthcare & Pharmaceuticals 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Clinical Innovations, LLC(3)(15)(19)(22)

 

L + 6.00%

 

7.49

%

10/17/2022

 

$

153,563

 

128,728

 

127,649

 

Great Expressions Dental Centers PC(3)(12)(15)(19)

 

L + 4.75%

 

6.39

%

9/28/2022

 

$

983,614

 

969,683

 

966,109

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

1,098,411

 

1,093,758

 

High Tech Industries 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Zywave, Inc.(3)(13)(15)(19)

 

L + 5.00%

 

7.43

%

11/17/2022

 

$

287,802

 

272,177

 

287,802

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

272,177

 

287,802

 

Media: Advertising, Printing & Publishing 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.(3)(15)(19)

 

 

 

12/20/2022

 

$

 

 

 

Cruz Bay Publishing, Inc.(3)(15)(19)

 

P + 3.00%

 

7.50

%

6/6/2019

 

$

566,680

 

566,680

 

566,680

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

566,680

 

566,680

 

Media: Diversified & Production 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficient Collaborative Retail Marketing Company, LLC(3)(15)(19)

 

 

 

6/15/2022

 

$

 

 

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

 

 

Retail 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Batteries Plus Holding Corporation(3)(15)(19)

 

 

 

7/6/2022

 

$

 

 

 

Total Retail

 

 

 

 

 

 

 

 

 

 

 

Services: Business 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

McKissock, LLC(3)(15)(19)

 

P + 2.50%

 

7.00

%

8/5/2019

 

$

708,350

 

708,350

 

708,350

 

Sovos Compliance, LLC(2)(3)(5)(15)(19)

 

 

 

3/1/2022

 

$

 

(13,204

)

(14,516

)

TEI Holdings Inc.(3)(15)(19)

 

 

 

12/20/2022

 

$

 

 

 

Total Services: Business

 

 

 

 

 

 

 

 

 

695,146

 

693,834

 

 

21



Table of Contents

 

Transportation: Cargo 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

ENC Holding Corporation(3)(15)(19)

 

P + 3.75%

 

8.25

%

2/8/2023

 

$

1,521,775

 

1,521,775

 

1,521,775

 

Total Transportation: Cargo

 

 

 

 

 

 

 

 

 

1,521,775

 

1,521,775

 

Transportation: Consumer 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc.(3)(19)

 

 

 

12/1/2021

 

$

 

 

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

Total Revolver

 

 

 

 

 

 

 

 

 

$

7,266,436

 

$

7,410,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second lien senior secured loan 23.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 2.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

TECT Power Holdings, LLC(15)(19)(21)

 

L + 8.50%

 

10.07

%

12/27/2021

 

$

14,757,969

 

14,483,760

 

14,772,727

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

14,483,760

 

14,772,727

 

Automotive 1.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

OEConnection LLC(15)(19)(21)

 

L + 8.00%

 

9.69

%

11/17/2025

 

$

6,460,396

 

6,396,132

 

6,460,396

 

Total Automotive

 

 

 

 

 

 

 

 

 

6,396,132

 

6,460,396

 

Beverage, Food & Tobacco 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurant Technologies, Inc.(15)(19)(21)

 

L + 8.75%

 

10.20

%

11/23/2023

 

$

1,693,548

 

1,663,433

 

1,697,782

 

Total Beverage, Food & Tobacco

 

 

 

 

 

 

 

 

 

1,663,433

 

1,697,782

 

Capital Equipment 1.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

EXC Holdings III Corp.(15)(21)

 

L + 7.50%

 

9.16

%

11/16/2025

 

$

5,240,489

 

5,197,471

 

5,319,096

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

5,197,471

 

5,319,096

 

Energy: Oil & Gas 2.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Bruin E&P Partners, LLC(15)(19)

 

L + 7.38%

 

8.90

%

3/7/2023

 

$

13,020,000

 

12,805,884

 

13,150,200

 

Total Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

12,805,884

 

13,150,200

 

Healthcare & Pharmaceuticals 5.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

TecoStar Holdings, Inc.(15)(19)(21)

 

L + 8.50%

 

9.88

%

11/1/2024

 

$

9,471,942

 

9,246,013

 

9,481,414

 

U.S. Anesthesia Partners, Inc.(15)(19)(21)

 

L + 7.25%

 

8.82

%

6/23/2025

 

$

16,520,000

 

16,288,816

 

16,553,040

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

25,534,829

 

26,034,454

 

High Tech Industries 4.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Intralinks, Inc.(15)(21)

 

L + 8.00%

 

9.70

%

11/10/2025

 

$

13,469,388

 

13,335,962

 

13,458,168

 

nThrive, Inc.(15)(19)(21)

 

L + 9.75%

 

11.32

%

4/20/2023

 

$

8,000,000

 

7,980,000

 

7,960,000

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

21,315,962

 

21,418,168

 

Hotel, Gaming & Leisure 1.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

NPC International, Inc.(15)(21)

 

L + 7.50%

 

9.05

%

4/18/2025

 

$

4,703,667

 

4,683,039

 

4,821,259

 

Total Hotel, Gaming & Leisure

 

 

 

 

 

 

 

 

 

4,683,039

 

4,821,259

 

Insurance 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Wink Holdco, Inc.(15)(21)

 

L + 6.75%

 

8.24

%

11/2/2025

 

$

2,039,478

 

2,029,614

 

2,064,972

 

Total Insurance

 

 

 

 

 

 

 

 

 

2,029,614

 

2,064,972

 

 

22



Table of Contents

 

Media: Advertising, Printing & Publishing 1.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

Learfield Communications LLC(15)(19)(21)

 

L + 7.25%

 

8.82

%

12/2/2024

 

$

5,400,000

 

5,351,468

 

5,454,000

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

5,351,468

 

5,454,000

 

Retail 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

CH Hold Corp.(15)(21)

 

L + 7.25%

 

8.82

%

2/3/2025

 

$

1,215,470

 

1,210,312

 

1,242,818

 

Total Retail

 

 

 

 

 

 

 

 

 

1,210,312

 

1,242,818

 

Services: Business 1.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

OPE Inmar Acquisition, Inc.(15)(21)

 

L + 8.00%

 

9.42

%

5/1/2025

 

$

5,058,410

 

5,003,214

 

5,048,925

 

Total Services: Business

 

 

 

 

 

 

 

 

 

5,003,214

 

5,048,925

 

Telecommunications 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Masergy Holdings, Inc.(15)(21)

 

L + 8.50%

 

10.19

%

12/16/2024

 

$

778,846

 

771,793

 

790,042

 

Total Telecommunications

 

 

 

 

 

 

 

 

 

771,793

 

790,042

 

Transportation: Cargo 1.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct ChassisLink, Inc.(18)(19)(21)

 

L + 6.00%

 

7.51

%

6/15/2023

 

$

9,031,936

 

8,986,776

 

9,212,575

 

Total Transportation: Cargo

 

 

 

 

 

 

 

 

 

8,986,776

 

9,212,575

 

Total Second lien senior secured loan

 

 

 

 

 

 

 

 

 

$

115,433,687

 

$

117,487,414

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

621,714,822

 

$

631,465,586

 

Equity 0.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred Units 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Healthcare & Pharmaceuticals 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

CB Titan Holdings, Inc.(14)(19)

 

 

 

 

1,952,879

 

1,952,879

 

1,963,490

 

Total Healthcare & Pharmaceuticals

 

 

 

 

 

 

 

 

 

1,952,879

 

1,963,490

 

Total Series A Preferred Units

 

 

 

 

 

 

 

 

 

1,952,879

 

1,963,490

 

High Tech Industries 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Interest 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

Impala Private Investments, LLC(14)(19)

 

 

 

 

1,500,000

 

1,500,000

 

1,500,000

 

Total High Tech Industries

 

 

 

 

 

 

 

 

 

1,500,000

 

1,500,000

 

Total Equity Interest

 

 

 

 

 

 

 

 

 

1,500,000

 

1,500,000

 

Total Equity

 

 

 

 

 

 

 

 

 

$

3,452,879

 

$

3,463,490

 

Total Non-Controlled/Non-Affiliate Investments

 

 

 

 

 

 

 

 

 

$

633,645,701

 

$

643,067,956

 

Controlled Affiliate Investments 37.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Debt 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien senior secured loan 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 0.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC(10)(11)(19)(20)

 

 

10.00

%

6/2/2022

 

$

1,837,216

 

1,837,216

 

1,837,216

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

1,837,216

 

1,837,216

 

Total First lien senior secured loan

 

 

 

 

 

 

 

 

 

$

1,837,216

 

$

1,837,216

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

1,837,216

 

$

1,837,216

 

 

23



Table of Contents

 

Equity 36.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Interest 36.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC(10)(11)(14)(19)(20)

 

 

 

 

324,214

 

324,214

 

424,261

 

BCC Jetstream Holdings Aviation (Off I), LLC(6)(10)(11)(14)(19)(20)

 

 

 

 

7,403,505

 

7,403,505

 

7,838,831

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

7,727,719

 

8,263,092

 

Investment Vehicles 35.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Antares Bain Capital Complete Financing

 

 

 

 

 

 

 

 

 

 

 

 

 

Solution LLC(6)(10)(11)(19)

 

 

 

 

178,052,288

 

178,052,288

 

178,409,807

 

Total Investment Vehicles

 

 

 

 

 

 

 

 

 

178,052,288

 

178,409,807

 

Total Equity Interest

 

 

 

 

 

 

 

 

 

$

185,780,007

 

$

186,672,899

 

Total Equity

 

 

 

 

 

 

 

 

 

$

185,780,007

 

$

186,672,899

 

Unfunded Commitment 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC(7)(10)(11)(14)(19)(20)

 

 

 

6/2/2022

 

 

 

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

 

 

Total Unfunded Commitment

 

 

 

 

 

 

 

 

 

 

 

Total Controlled Affiliate Investments

 

 

 

 

 

 

 

 

 

$

187,617,223

 

$

188,510,115

 

Total Investments

 

 

 

 

 

 

 

 

 

$

821,262,924

 

$

831,578,071

 

Cash Equivalents 26.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs Financial Square Government Fund

 

 

1.23

%

 

 

133,639,685

 

133,639,685

 

Total Cash Equivalents

 

 

 

 

 

 

 

 

 

$

133,639,685

 

$

133,639,685

 

Total Investments and Cash Equivalents

 

 

 

 

 

 

 

 

 

$

954,902,609

 

$

965,217,756

 

 

24



Table of Contents

 

Forward Foreign Currency Exchange Contracts(8)

 

 

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

 

 

 

Appreciation

 

Currency Purchased

 

Currency Sold

 

Counterparty

 

Settlement Date

 

(Depreciation)

 

 

 

 

 

 

 

 

 

 

 

U.S. DOLLARS 235,405

 

EURO 202,017

 

Bank of New York Mellon

 

1/2/2018

 

$

(7,139

)

U.S. DOLLARS 278,347

 

EURO 238,447

 

Bank of New York Mellon

 

2/2/2018

 

(8,463

)

U.S. DOLLARS 16,380,814

 

EURO 15,080,000

 

Bank of New York Mellon

 

3/6/2018

 

(1,792,291

)

U.S. DOLLARS 65,054

 

EURO 53,872

 

Bank of New York Mellon

 

4/3/2018

 

15

 

U.S. DOLLARS 12,118,964

 

EURO 10,080,000

 

Bank of New York Mellon

 

6/22/2018

 

(114,837

)

U.S. DOLLARS 49,293

 

POUND STERLING 36,384

 

Bank of New York Mellon

 

1/2/2018

 

115

 

U.S. DOLLARS 40,752

 

POUND STERLING 30,542

 

Bank of New York Mellon

 

1/12/2018

 

(562

)

U.S. DOLLARS 400,093

 

POUND STERLING 305,318

 

Citibank

 

1/31/2018

 

(13,196

)

U.S. DOLLARS 9,647,586

 

POUND STERLING 7,635,000

 

Bank of New York Mellon

 

3/6/2018

 

(698,500

)

U.S. DOLLARS 20,063,392

 

POUND STERLING 15,200,000

 

Citibank

 

6/22/2018

 

(614,324

)

U.S. DOLLARS 8,060,115

 

POUND STERLING 6,090,000

 

Bank of New York Mellon

 

9/28/2018

 

(255,632

)

 

 

 

 

 

 

 

 

$

(3,504,814

)

 


(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (‘‘LIBOR’’ or ‘‘L’’), the Euro Interbank Offered Rate (‘‘EURIBOR’’ or ‘‘E’’), British Pound Sterling LIBOR Rate (‘‘GBP LIBOR’’) or the Prime Rate (‘‘Prime’’ or ‘‘P’’) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR, EURIBOR, GBP LIBOR or Prime and the current weighted average interest rate in effect at December 31, 2017. Certain investments are subject to a LIBOR, EURIBOR, GBP LIBOR or Prime interest rate floor.

(2) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(3) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

(4) Percentages are based on the Company’s net assets of $506,962,828 as of December 31, 2017.

(5) The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6) The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2017, non-qualifying assets totaled 28.1% of the Company’s total assets.

(7) The assets to be issued will be determined at the time the funds are called.

(8) Unrealized appreciation/(depreciation) on forward currency exchange contracts.

(9) The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling and A represents Euro.

(10) As defined in the 1940 Act, the Company is deemed to be an ‘‘Affiliated Investment’’ of the Company as the Company owns five percent or more of the portfolio company’s securities.

(11) As defined in the 1940 Act, the Company is deemed to ‘‘Control’’ this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

(12) $50,014 of the total par amount for this security is at P + 3.75%.

(13) $127,912 of the total par amount for this security is at P + 4.00%.

(14) Non-Income Producing.

(15) Loan includes interest rate floor of 1.00%.

(16) Loan includes interest rate floor of 0.75%.

(17) Loan includes interest rate floor of 0.50%.

(18) Loan includes interest rate floor of 0.00%.

(19) Security valued using unobservable inputs (Level 3).

(20) The Company holds non-controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.

(21) Assets are pledged as collateral for the BCSF Revolving Credit Facility. See Note 6 ‘‘Borrowings’’.

(22) The Company generally earns a higher interest rate on the ‘‘last out’’ tranche of debt, to the extent the debt has been allocated to ‘‘first out’’ and ‘‘last out’’ tranches, whereby the ‘‘first out’’ tranche will have priority as to the ‘‘last out’’ tranche with respect to payments of principal, interest and any other amounts due thereunder.

 

See Notes to Consolidated Financial Statements.

 

25



Table of Contents

 

BAIN CAPITAL SPECIALTY FINANCE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Note 1. Organization

 

Bain Capital Specialty Finance, Inc. (the “Company”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated, and intends to operate in a manner so as to continuously qualify, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing concurrently with its election to be treated as a BDC. The Company is externally managed by BCSF Advisors, LP (the “Advisor” or “BCSF Advisors”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator” or “BCSF Advisors”).

 

The Company’s primary focus is capitalizing on opportunities within its Advisor’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in EBITDA. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. The Company generally seeks to retain voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities and in secondary purchases of assets or portfolios, as described below. Investments are likely to include, among other things, (i) senior first lien, stretch senior, senior second lien, unitranche, (ii) mezzanine debt and other junior investments and (iii) secondary purchases of assets or portfolios that primarily consist of middle-market corporate debt. The Company may also invest, from time to time, in equity securities, distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

 

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies. The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency.

 

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

 

Basis of Consolidation

 

The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, LLC, which was formed on September 20, 2017, and BCC Middle Market CLO 2018-1, LLC, which was formed on August 3, 2018, in its consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the consolidated financial statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the consolidated statements of assets and liabilities as investments at fair value. The Company does not consolidate its interest in Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”). See further description of the Company’s investment in ABCS in Note 3.

 

26


Table of Contents

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

 

Valuation of Portfolio Investments

 

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the board of directors of the Company (the “Board”), based on, among other things, the input of the Advisor, the Company’s audit committee of the Board (the “Audit Committee) and one or more independent third party valuation firms engaged by the Board.

 

With respect to unquoted securities, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

 

With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

 

·                  The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment or by an independent valuation firm;

 

·                  Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor. Agreed upon valuation recommendations are presented to the Audit Committee;

 

·                  The Audit Committee of the Board reviews the valuations presented and recommends values for each of the investments to the Board;

 

·                  At least once annually, the valuation for each portfolio investment constituting a material portion of the Company’s portfolio will be reviewed by an independent valuation firm; and

 

·                  The Board will discuss valuations and determine the fair value of each investment in good faith based upon, among other things, the input of the Advisor, independent valuation firms, where applicable, and the Audit Committee.

 

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion. The Company determines the fair value of its investment in ABCS giving consideration to the assets and liabilities of ABCS, at fair value, including consideration of any necessary adjustments. The Company currently conducts this valuation process on a quarterly basis.

 

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

 

·                  Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

 

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Table of Contents

 

·                  Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

·                  Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.

 

A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.

 

Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered include the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.

 

The value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

 

Securities Transactions, Revenue Recognition and Expenses

 

The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.

 

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

 

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, as applicable.

 

Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

 

Expenses are recorded on an accrual basis.

 

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Table of Contents

 

Non-Accrual Loans

 

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of September 30, 2018 and December 31, 2017, no securities had been placed on non-accrual status.

 

Distributions

 

Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.

 

The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax.

 

Dividend Reinvestment Plan

 

The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends. Prior to the listing of the Company’s shares on a national securities exchange (a “Listing”), stockholders who “opt in” to the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

 

Subsequent to a Listing, stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

 

Stockholders can elect to “opt in” or “opt out” of the Company’s dividend reinvestment plan in their Subscription Agreements, as defined in Note 9. The elections of stockholders that make an election prior to a Listing shall remain effective after the Listing.

 

Organization and Offering Costs

 

Organization costs consist primarily of legal, incorporation and accounting fees incurred in connection with the organization of the Company. Organization costs are expensed as incurred.

 

Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, including legal, underwriting, printing and other costs, as well as costs associated with the preparation and filing of applicable registration statements. Upon the issuance of shares, offering costs are offset against proceeds of the offering in paid-in capital in excess of par.

 

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Table of Contents

 

Cash, Restricted Cash, and Cash Equivalents

 

Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.

 

Foreign Currency Translation

 

The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, currency holdings and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation (depreciation) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments, respectively, on the consolidated statements of operations.

 

Forward Currency Exchange Contracts

 

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the consolidated statements of assets and liabilities with changes in the net unrealized appreciation (depreciation) on forward currency exchange contracts recorded on the consolidated statements of operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation (depreciation) on forward currency exchange contracts are recorded on the consolidated statements of assets and liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.

 

Changes in net unrealized appreciation (depreciation) are recorded on the consolidated statements of operations in net change in unrealized appreciation (depreciation) on forward currency exchange contracts. Net realized gains and losses are recorded on the consolidated statements of operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.

 

Deferred Financing Costs and Debt Issuance Costs

 

The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation.  The Company records costs related to the issuance of term debt obligations as debt issuance costs.  These costs are deferred and amortized using the effective interest method.  These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the consolidated statements of assets and liabilities.

 

Income Taxes

 

The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

 

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through September 30, 2018 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ending December 31, 2018. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. BCSF I, LLC and BCC Middle Market CLO 2018-1, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

 

30


Table of Contents

 

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of September 30, 2018, the tax years that remain subject to examination are from the year 2016 forward.

 

Recent Accounting Pronouncements

 

In March 2017, the FASB issued ASU 2017-08, “Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium by requiring the premium to be amortized to the earliest call date. This new guidance is effective for fiscal years beginning after December 15, 2018, as well as for interim periods within those fiscal years. Early adoption is permitted. The Company does not believe these changes will have a material impact on its consolidated financial statements and disclosures.

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures.

 

Note 3. Investments

 

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of September 30, 2018 (with corresponding percentage of total portfolio investments):

 

 

 

As of September 30, 2018

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

First Lien Senior Secured Loans

 

$

764,087,554

 

57.0

%

$

768,797,174

 

56.9

%

First Lien Last Out Loans

 

29,740,058

 

2.2

 

30,397,170

 

2.2

 

Second Lien Senior Secured Loans

 

214,158,341

 

16.0

 

215,053,521

 

15.9

 

Subordinated Debt

 

24,702,741

 

1.8

 

24,700,000

 

1.8

 

Corporate Bonds

 

33,898,598

 

2.5

 

33,175,470

 

2.5

 

Investment Vehicles (1)

 

256,316,439

 

19.1

 

258,632,338

 

19.1

 

Equity Interests

 

16,905,906

 

1.3

 

18,616,855

 

1.4

 

Preferred Equity

 

1,952,879

 

0.1

 

2,070,053

 

0.2

 

Total

 

$

1,341,762,516

 

100.0

%

$

1,351,442,581

 

100.0

%

 


(1)                                 Represents equity investment in ABCS.

 

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2017 (with corresponding percentage of total portfolio investments):

 

 

 

As of December 31, 2017

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

First Lien Senior Secured Loans

 

$

478,807,128

 

58.3

%

$

485,319,396

 

58.4

%

First Lien Last Out Loans

 

29,329,934

 

3.6

 

30,515,994

 

3.7

 

Second Lien Senior Secured Loans

 

115,414,976

 

14.1

 

117,467,412

 

14.1

 

Corporate Bonds

 

8,478,000

 

1.0

 

8,138,880

 

1.0

 

Investment Vehicles (1)

 

178,052,288

 

21.7

 

178,409,807

 

21.4

 

Equity Interests

 

9,227,719

 

1.1

 

9,763,092

 

1.2

 

Preferred Equity

 

1,952,879

 

0.2

 

1,963,490

 

0.2

 

Total

 

$

821,262,924

 

100.0

%

$

831,578,071

 

100.0

%

 

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Table of Contents

 


(1)                                 Represents equity investment in ABCS.

 

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of September 30, 2018 (with corresponding percentage of total portfolio investments):

 

 

 

As of September 30, 2018

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

United States (1)

 

$

1,203,050,307

 

89.6

%

$

1,211,946,504

 

89.7

%

United Kingdom

 

57,211,036

 

4.3

 

57,352,935

 

4.2

 

Ireland

 

24,003,412

 

1.8

 

25,082,571

 

1.9

 

Sweden

 

18,304,892

 

1.4

 

17,947,910

 

1.3

 

Norway

 

14,780,468

 

1.1

 

14,760,250

 

1.1

 

France

 

13,055,567

 

1.0

 

12,913,369

 

1.0

 

Netherlands

 

11,356,834

 

0.8

 

11,439,042

 

0.8

 

Total

 

$

1,341,762,516

 

100.0

%

$

1,351,442,581

 

100.0

%

 


(1)                                 Includes equity investment in ABCS.

 

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2017 (with corresponding percentage of total portfolio investments):

 

 

 

As of December 31, 2017

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

United States (1)

 

$

756,040,605

 

92.1

%

$

761,507,039

 

91.6

%

United Kingdom

 

37,158,801

 

4.5

 

39,741,793

 

4.8

 

Ireland

 

23,929,845

 

2.9

 

25,677,474

 

3.1

 

Netherlands

 

4,133,673

 

0.5

 

4,651,765

 

0.5

 

Total

 

$

821,262,924

 

100.0

%

$

831,578,071

 

100.0

%

 


(1)                                 Includes equity investment in ABCS.

 

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of September 30, 2018 (with corresponding percentage of total portfolio investments):

 

 

 

As of September 30, 2018

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

Investment Vehicles (1)

 

$

256,316,439

 

19.1

%

$

258,632,338

 

19.1

%

High Tech Industries

 

189,566,425

 

14.1

 

191,434,754

 

14.2

 

Healthcare & Pharmaceuticals

 

106,449,969

 

7.9

 

106,217,351

 

7.9

 

Services: Business

 

94,199,547

 

7.0

 

94,193,051

 

7.0

 

Aerospace & Defense

 

81,489,111

 

6.1

 

82,291,399

 

6.1

 

Hotel, Gaming & Leisure

 

72,571,003

 

5.4

 

73,530,045

 

5.4

 

Consumer Goods: Non-Durable

 

53,835,324

 

4.0

 

54,124,605

 

4.0

 

Transportation: Cargo

 

51,020,267

 

3.8

 

51,298,122

 

3.8

 

Capital Equipment

 

48,362,821

 

3.6

 

48,747,952

 

3.6

 

Retail

 

40,351,182

 

3.0

 

40,425,958

 

3.0

 

Containers, Packaging & Glass

 

35,366,817

 

2.6

 

35,335,491

 

2.6

 

Energy: Oil & Gas

 

30,580,293

 

2.3

 

30,731,999

 

2.2

 

Construction & Building

 

28,079,234

 

2.1

 

29,118,560

 

2.2

 

Wholesale

 

28,527,781

 

2.1

 

28,746,541

 

2.1

 

Insurance

 

24,902,551

 

1.9

 

24,867,121

 

1.8

 

Automotive

 

23,696,376

 

1.8

 

23,924,720

 

1.8

 

Energy: Electricity

 

22,419,958

 

1.7

 

22,417,787

 

1.7

 

Services: Consumer

 

21,029,247

 

1.6

 

21,206,727

 

1.6

 

Environmental Industries

 

19,098,906

 

1.4

 

19,533,532

 

1.4

 

Consumer Goods: Durable

 

17,174,674

 

1.3

 

17,334,702

 

1.3

 

Media: Broadcasting & Subscription

 

16,953,518

 

1.3

 

17,129,550

 

1.3

 

 

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Table of Contents

 

Beverage, Food & Tobacco

 

16,642,868

 

1.3

 

16,683,669

 

1.2

 

Telecommunications

 

15,266,863

 

1.1

 

15,202,035

 

1.1

 

Media: Diversified & Production

 

10,620,959

 

0.8

 

11,318,099

 

0.8

 

Real Estate

 

10,693,059

 

0.8

 

10,791,720

 

0.8

 

Utilities: Electric

 

9,885,536

 

0.7

 

9,063,470

 

0.7

 

Chemicals, Plastics & Rubber

 

7,370,290

 

0.5

 

7,742,816

 

0.6

 

Media: Advertising, Printing & Publishing

 

5,658,849

 

0.4

 

5,733,872

 

0.4

 

FIRE: Finance

 

3,632,649

 

0.3

 

3,664,595

 

0.3

 

Banking

 

 

0.0

 

 

0.0

 

Transportation: Consumer

 

 

0.0

 

 

0.0

 

Total

 

$

1,341,762,516

 

100.0

%

$

1,351,442,581

 

100.0

%

 


(1)                                 Represents equity investment in ABCS.

 

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2017 (with corresponding percentage of total portfolio investments):

 

 

 

As of December 31, 2017

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

Investment Vehicles (1)

 

$

178,052,288

 

21.7

%

$

178,409,807

 

21.4

%

High Tech Industries

 

105,919,464

 

12.9

 

106,185,758

 

12.8

 

Healthcare & Pharmaceuticals

 

68,318,089

 

8.3

 

68,687,910

 

8.3

 

Services: Business

 

60,000,491

 

7.3

 

60,598,544

 

7.3

 

Aerospace & Defense

 

44,021,059

 

5.4

 

44,898,545

 

5.4

 

Beverage, Food & Tobacco

 

35,301,640

 

4.3

 

35,673,127

 

4.3

 

Capital Equipment

 

31,499,131

 

3.8

 

32,104,902

 

3.9

 

Wholesale

 

27,025,660

 

3.3

 

27,187,662

 

3.3

 

Energy: Oil & Gas

 

26,472,225

 

3.2

 

26,957,462

 

3.2

 

Containers, Packaging & Glass

 

25,227,891

 

3.1

 

25,329,872

 

3.0

 

Automotive

 

24,194,235

 

3.0

 

24,512,807

 

2.9

 

Media: Diversified & Production

 

20,524,304

 

2.5

 

21,886,325

 

2.6

 

Consumer Goods: Non-Durable

 

20,925,794

 

2.6

 

21,241,067

 

2.6

 

Environmental Industries

 

19,064,227

 

2.3

 

20,256,052

 

2.4

 

Construction & Building

 

15,970,504

 

1.9

 

17,521,014

 

2.1

 

Consumer Goods: Durable

 

15,105,349

 

1.8

 

15,118,365

 

1.8

 

Media: Broadcasting & Subscription

 

14,927,621

 

1.8

 

15,019,941

 

1.8

 

Retail

 

14,389,584

 

1.8

 

14,416,081

 

1.7

 

Telecommunications

 

13,476,372

 

1.6

 

13,778,898

 

1.7

 

Insurance

 

12,192,503

 

1.5

 

12,238,811

 

1.5

 

Real Estate

 

10,644,272

 

1.3

 

10,863,204

 

1.3

 

Transportation: Cargo

 

10,508,551

 

1.3

 

10,734,350

 

1.3

 

Chemicals, Plastics & Rubber

 

8,441,194

 

1.0

 

8,996,750

 

1.1

 

Utilities: Electric

 

8,478,000

 

1.0

 

8,138,880

 

1.0

 

Media: Advertising, Printing & Publishing

 

5,918,148

 

0.7

 

6,020,680

 

0.7

 

Hotel, Gaming & Leisure

 

4,664,328

 

0.6

 

4,801,257

 

0.6

 

Banking

 

 

0.0

 

 

0.0

 

Transportation: Consumer

 

 

0.0

 

 

0.0

 

Total

 

$

821,262,924

 

100.0

%

$

831,578,071

 

100.0

%

 


(1)         Represents equity investment in ABCS.

 

Antares Bain Capital Complete Financing Solution

 

The Company has entered into a limited liability company agreement with Antares Midco Inc. (“Antares”) to invest in ABC Complete Financing Solution LLC, which makes investments through its subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”). ABCS, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABCS’ principal purpose is to make investments, primarily in senior secured unitranche loans. The Company records its investment in ABCS at fair value. Distributions of income received from ABCS, if any, are recorded as dividend income from controlled investments in the consolidated

 

33


Table of Contents

 

statements of operations. Distributions received from ABCS in excess of income earned at ABCS, if any, are recorded as a return of capital and reduce the amortized cost of controlled affiliate investments.

 

The Company and Antares, as members of ABCS, have agreed to contribute capital up to (subject to the terms of their agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with each member contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally requires the consent of both Antares Credit Opportunities Manager LLC and the Advisor on behalf of Antares and the Company, respectively. ABCS is capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions are funded after they have been approved.

 

Investment decisions of ABCS require the consent of both the Advisor and Antares Credit Opportunities Manager LLC, as representatives of the Company and Antares, respectively. Each of the Advisor and Antares source investments for ABCS.

 

As of September 30, 2018, ABCS had the following maximum capital contributions, contributions and unfunded capital contributions from its members.

 

 

 

As of September 30, 2018

 

 

 

Maximum Capital
Contributions

 

Contributed
Capital

 

Unfunded Capital
Contributions

 

Bain Capital Specialty Finance, Inc.

 

$

425,000,000

 

$

257,626,698

 

$

167,373,302

 

Antares Midco Inc.

 

525,000,000

 

318,239,042

 

206,760,958

 

Total Investments

 

$

950,000,000

 

$

575,865,740

 

$

374,134,260

 

 

As of December 31, 2017, ABCS had the following maximum capital contributions, contributions and unfunded capital contributions from its members.

 

 

 

As of December 31, 2017

 

 

 

Maximum Capital
Contributions

 

Contributed
Capital

 

Unfunded Capital
Contributions

 

Bain Capital Specialty Finance, Inc.

 

$

425,000,000

 

$

178,052,288

 

$

246,947,712

 

Antares Midco Inc.

 

525,000,000

 

219,941,870

 

305,058,130

 

Total Investments

 

$

950,000,000

 

$

397,994,158

 

$

552,005,842

 

 

ABCS entered into a senior credit facility with JP Morgan on November 29, 2017 (the “ABCS Facility”). The ABCS Facility allows ABCS to borrow up to $1.5 billion subject to leverage and borrowing base restrictions. The maturity date of the ABCS Facility is November 29, 2022. As of September 30, 2018 and December 31, 2017, the ABCS Facility had $929.8 million and $592.1 million of outstanding debt under the credit facility, respectively. As of September 30, 2018 and December 31, 2017, the effective rate on the ABCS Facility was 5.09% and 4.30% per annum, respectively.

 

As of September 30, 2018 and December 31, 2017, ABCS held total investments at fair value of $1,492.3 million and $956.2 million, respectively. As of September 30, 2018 and December 31, 2017, ABCS’s portfolio was comprised of senior secured unitranche loans of 19 and 14 different borrowers, respectively. As of September 30, 2018 and December 31, 2017, there were no loans on non-accrual status. The portfolio companies in ABCS are in industries similar to those in which the Company may invest directly. Below is a summary of ABCS’s portfolio, followed by a portfolio listing as of September 30, 2018 and December 31, 2017:

 

 

 

As of

 

 

 

September 30, 2018

 

December 31, 2017

 

Total first lien senior secured loans (1)

 

$

1,496,894,149

 

$

956,536,905

 

Weighted average yield on first lien unitranche loans (2)

 

8.3

%

8.1

%

Largest loan to a single borrower (1)

 

$

119,186,478

 

$

106,231,058

 

Total of five largest loans to borrowers (1)

 

$

559,029,976

 

$

465,635,606

 

Number of borrowers in the ABCS

 

19

 

14

 

Commitments to fund delayed draw loans (3)

 

$

43,700,328

 

$

25,087,777

 

 


(1)                                 At principal amount.

 

(2)                                 Based on par amount.

 

(3)                                 As discussed above, these commitments have been approved by ABCS.

 

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Table of Contents

 

Below is certain summarized financial information for ABCS as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018:

 

Selected Balance Sheet Information

 

 

 

As of

 

 

 

September 30, 2018

 

December 31, 2017

 

Loans, net of allowance of $12,745,780 and $0, respectively  (1)

 

$

1,474,881,810

 

$

956,184,609

 

Cash, restricted cash and other assets

 

40,707,358

 

33,348,801

 

Total assets

 

$

1,515,589,168

 

$

989,533,410

 

Debt (2)

 

$

926,058,511

 

$

587,657,029

 

Other liabilities

 

13,401,675

 

3,340,372

 

Total liabilities

 

$

939,460,186

 

$

590,997,401

 

Members’ equity

 

576,128,982

 

398,536,009

 

Total liabilities and members’ equity

 

$

1,515,589,168

 

$

989,533,410

 

 


(1)                                 ABCS is not considered an investment company and does not follow the accounting and reporting guidelines in ASC 946. ABCS applies an allowance for loan loss methodology prescribed by FASB topic ASC 310, Receivables, and FASB ASC 450 Contingencies.  The allowance for loan loss as of September 30, 2018 is a general allowance, there was no specific allowance for loan losses during the period.  The Company estimates a fair value for each loan in the ABCS portfolio, which is presented in the Antares Bain Capital Complete Financing Solution schedule of investments below, which is an input to the Company’s valuation of ABCS as a whole.

(2)                                 Net of $3.8 and $4.5 million deferred financing costs for the ABCS Facility, as of September 30, 2018 and December 31, 2017, respectively.

 

Selected Statement of Operations Information

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30, 2018

 

September 30, 2018

 

Interest income

 

$

29,224,155

 

$

72,352,543

 

Fee income

 

88,939

 

1,035,581

 

Total revenues

 

29,313,094

 

73,388,124

 

Credit facility expenses (1)

 

12,563,745

 

32,283,527

 

Other fees and expenses

 

13,848,375

 

16,326,361

 

Total expenses

 

26,412,120

 

48,609,888

 

Net investment income

 

2,900,974

 

24,778,236

 

Net realized gains

 

 

 

Net change in unrealized appreciation (depreciation) on investments

 

 

 

Net increase in members’ capital from operations

 

$

2,900,974

 

$

24,778,236

 

 


(1)                                 As of September 30, 2018 and December 31 2017, the ABCS Facility had $929.8 million and $592.1 million of outstanding debt, respectively.

 

Loan Origination and Structuring Fees

 

ABCS is obligated to pay sourcing fees to the applicable member, or its affiliate, that sources the deal. For the three and nine months ended September 30, 2018, the Company did not earn any sourcing fees.

 

35



Table of Contents

 

Antares Bain Capital Complete Financing Solution

 

Schedule of Investments

As of September 30, 2018

(Unaudited)

 

 

Portfolio Company 

 

Spread Above Index (1)

 

Interest Rate

 

Maturity Date

 

Principal/
Par Amount

 

Carrying Value

 

Fair Value (2)

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Winchester Electronics Corporation

 

L+ 6.50%

 

8.74

%

6/30/2022

 

$

11,209,129

 

11,209,128

 

11,209,129

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

11,209,128

 

11,209,129

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

PRCC Holdings, Inc. (6)

 

L+ 6.50%

 

8.75

%

2/1/2021

 

$

12,003,338

 

12,003,338

 

12,003,338

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

12,003,338

 

12,003,338

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC (9)

 

L+ 6.50%

 

8.84

%

9/9/2023

 

$

25,689,049

 

25,530,436

 

25,689,049

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

25,530,436

 

25,689,049

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L+ 5.75%

 

7.99

%

12/20/2022

 

$

2,480,981

 

2,480,981

 

2,480,981

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

2,480,981

 

2,480,981

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

Element Buyer, Inc. (14)

 

 

 

7/19/2025

 

$

 

 

(63,334

)

McKissock, LLC

 

L+ 5.75%

 

8.14

%

8/5/2021

 

$

2,611,626

 

2,611,626

 

2,611,626

 

Total Services: Business

 

 

 

 

 

 

 

 

 

2,611,626

 

2,548,292

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc. (13)

 

L+ 6.50%

 

8.87

%

12/1/2021

 

$

1,678,445

 

1,678,445

 

1,678,445

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

1,678,445

 

1,678,445

 

Total Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

55,513,954

 

55,609,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien senior secured loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

API Technologies Corp. (12)

 

L+ 6.00%

 

8.25

%

4/20/2024

 

$

118,454,372

 

117,084,473

 

117,862,100

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

117,084,473

 

117,862,100

 

Banking

 

 

 

 

 

 

 

 

 

 

 

 

 

Tidel Engineering, L.P.

 

L+ 6.25%

 

8.64

%

3/1/2024

 

$

80,924,185

 

80,924,185

 

81,733,427

 

Total Banking

 

 

 

 

 

 

 

 

 

80,924,185

 

81,733,427

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Abracon Group Holding, LLC

 

L+ 5.75%

 

8.08

%

7/18/2024

 

$

81,700,860

 

80,517,278

 

80,883,851

 

Aramsco, Inc.

 

L+ 5.25%

 

7.49

%

8/28/2024

 

$

50,469,044

 

49,475,319

 

49,712,008

 

Winchester Electronics Corporation

 

L+ 6.50%

 

8.73

%

6/30/2022

 

$

84,286,513

 

84,182,091

 

84,286,513

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

214,174,688

 

214,882,372

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Plastics Group, LLC

 

L+ 5.25%

 

7.35

%

8/1/2022

 

$

50,585,308

 

50,529,842

 

50,585,308

 

PRCC Holdings, Inc. (5)

 

L+ 6.50%

 

8.75

%

2/1/2021

 

$

74,600,327

 

74,600,327

 

74,600,327

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

125,130,169

 

125,185,635

 

Construction & Building

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanton Carpet Corp. (11)

 

L+ 5.50%

 

7.79

%

11/21/2022

 

$

61,334,534

 

61,278,330

 

61,334,534

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

61,278,330

 

61,334,534

 

Consumer Goods: Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Home Franchise Concepts, Inc.

 

L+ 5.00%

 

7.13

%

7/9/2024

 

$

72,381,714

 

72,033,992

 

71,657,897

 

Total Consumer Goods: Durable

 

 

 

 

 

 

 

 

 

72,033,992

 

71,657,897

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC (8)

 

L+ 6.50%

 

8.83

%

9/9/2023

 

$

85,806,327

 

85,806,327

 

85,806,327

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

85,806,327

 

85,806,327

 

Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

 

 

 

 

Amspec Services, Inc.

 

L+ 5.75%

 

8.09

%

7/2/2024

 

$

90,250,950

 

89,161,196

 

88,445,931

 

Total Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

89,161,196

 

88,445,931

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L+ 5.75%

 

7.99

%

12/20/2022

 

$

82,215,157

 

82,060,449

 

82,215,157

 

Cruz Bay Publishing, Inc. (3)

 

L+ 5.75%

 

8.11

%

6/6/2019

 

$

11,646,589

 

11,646,589

 

11,646,589

 

Cruz Bay Publishing, Inc. (4)

 

L+ 6.75%

 

9.16

%

6/6/2019

 

$

3,889,335

 

3,889,335

 

3,889,335

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

97,596,373

 

97,751,081

 

Media: Diversified & Production

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficient Collaborative Retail Marketing Company, LLC

 

L+ 6.75%

 

9.14

%

6/15/2022

 

$

23,030,252

 

23,030,252

 

22,857,525

 

Efficient Collaborative Retail Marketing Company, LLC

 

L+ 6.75%

 

9.14

%

6/15/2022

 

$

33,741,229

 

33,029,405

 

33,488,170

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

56,059,657

 

56,345,695

 

Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

Batteries Plus Holding Corporation

 

L+ 6.75%

 

8.83

%

7/6/2022

 

$

68,156,203

 

68,156,203

 

68,156,203

 

Total Retail

 

 

 

 

 

 

 

 

 

68,156,203

 

68,156,203

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

Element Buyer, Inc.

 

L+ 5.25%

 

7.50

%

7/19/2025

 

$

85,500,900

 

83,886,496

 

85,287,148

 

McKissock, LLC

 

L+ 5.75%

 

8.14

%

8/5/2021

 

$

8,091,711

 

8,091,711

 

8,091,711

 

McKissock, LLC

 

L+ 5.75%

 

8.14

%

8/5/2021

 

$

42,249,930

 

41,882,258

 

42,566,804

 

TEI Holdings Inc. (10)

 

L+ 6.00%

 

8.39

%

12/20/2023

 

$

119,186,478

 

118,486,535

 

118,888,511

 

Total Services: Business

 

 

 

 

 

 

 

 

 

252,347,000

 

254,834,174

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc. (7)

 

L+ 6.50%

 

8.84

%

12/1/2021

 

$

112,719,663

 

112,361,043

 

112,719,663

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

112,361,043

 

112,719,663

 

Total First lien senior secured loan

 

 

 

 

 

 

 

 

 

1,432,113,636

 

1,436,715,039

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

1,487,627,590

 

$

1,492,324,273

 

Total Investments

 

 

 

 

 

 

 

 

 

$

1,487,627,590

 

$

1,492,324,273

 

 


(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at September 30, 2018. Certain investments are subject to a LIBOR interest rate floor.

(2) Fair Value determined by the Advisor.

(3) $158,063 of the total par amount for this security is at P + 4.75%.

(4) $52,785 of the total par amount for this security is at P + 5.75%.

(5) $393,462 of the total par amount for this security is at P + 5.50%.

(6) $62,615 of the total par amount for this security is at P + 5.50%.

(7) $283,215 of the total par amount for this security is at P + 5.50%.

(8) $218,341 of the total par amount for this security is at P + 5.50%.

(9) $64,715 of the total par amount for this security is at P + 5.50%.

(10) $298,713 of the total par amount for this security is at P + 5.00%.

(11) $1,494,638 of the total par amount for this security is at P + 5.50%.

(12) $296,878 of the total par amount for this security is at P + 5.00%.

(13) $2,229 of the total par amount for this security is at P + 5.50%.

(14) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

 

36



Table of Contents

 

Antares Bain Capital Complete Financing Solution

 

Schedule of Investments

As of December 31, 2017

 

 

 

Spread Above

 

 

 

 

 

Principal/

 

 

 

 

 

Portfolio Company

 

Index (1)

 

Interest Rate

 

Maturity Date

 

Par Amount

 

Amortized Cost

 

Fair Value (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Winchester Electronics Corporation

 

L + 6.50%

 

8.17

%

6/30/2022

 

$

11,294,304

 

$

11,294,304

 

$

11,294,304

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

11,294,304

 

11,294,304

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

PRCC Holdings, Inc. (6)

 

L + 6.50%

 

8.08

%

2/1/2021

 

$

12,191,184

 

12,191,184

 

12,191,184

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

12,191,184

 

12,191,184

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC

 

L + 6.50%

 

8.07

%

9/9/2023

 

$

15,496,531

 

15,496,531

 

15,496,531

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

15,496,531

 

15,496,531

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L + 6.50%

 

8.19

%

12/20/2022

 

$

6,228,599

 

6,228,599

 

6,228,599

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

6,228,599

 

6,228,599

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

McKissock, LLC

 

L + 6.00%

 

7.94

%

8/5/2019

 

$

2,631,338

 

2,631,338

 

2,631,338

 

Total Services: Business

 

 

 

 

 

 

 

 

 

2,631,338

 

2,631,338

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc.

 

L + 6.50%

 

8.01

%

12/1/2021

 

$

7,654,382

 

7,654,382

 

7,654,382

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

7,654,382

 

7,654,382

 

Total Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

$

55,496,338

 

$

55,496,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Banking

 

 

 

 

 

 

 

 

 

 

 

 

 

Tidel Engineering, L.P.

 

L + 6.25%

 

7.94

%

3/1/2024

 

$

80,924,185

 

80,924,185

 

80,924,185

 

Total Banking

 

 

 

 

 

 

 

 

 

80,924,185

 

80,924,185

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Winchester Electronics Corporation

 

L + 6.50%

 

8.19

%

6/30/2022

 

$

75,343,060

 

75,272,510

 

75,272,510

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

75,272,510

 

75,272,510

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Plastics Group, LLC (3)

 

L + 6.25%

 

7.63

%

8/1/2022

 

$

50,972,104

 

50,972,104

 

50,972,104

 

PRCC Holdings, Inc. (5)

 

L + 6.50%

 

8.08

%

2/1/2021

 

$

75,780,714

 

75,780,714

 

75,780,714

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

126,752,818

 

126,752,818

 

 

37



Table of Contents

 

Construction & Building

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanton Carpet Corp. (7)

 

L + 6.50%

 

8.07

%

11/21/2022

 

$

65,131,658

 

65,131,658

 

65,131,658

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

65,131,658

 

65,131,658

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC

 

L + 6.50%

 

8.00

%

9/9/2023

 

$

86,461,350

 

86,179,604

 

86,179,604

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

86,179,604

 

86,179,604

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L + 6.50%

 

8.19

%

12/20/2022

 

$

76,608,806

 

76,608,806

 

76,608,806

 

Cruz Bay Publishing, Inc.

 

L + 5.75%

 

7.13

%

6/6/2019

 

$

12,170,869

 

12,170,869

 

12,170,869

 

Cruz Bay Publishing, Inc. (4)

 

L + 6.75%

 

8.47

%

6/6/2019

 

$

4,064,416

 

4,064,416

 

4,064,416

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

92,844,091

 

92,844,091

 

Media: Diversified & Production

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficient Collaborative Retail Marketing Company, LLC

 

L + 6.75%

 

8.44

%

6/15/2022

 

$

35,840,087

 

35,840,087

 

35,840,087

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

35,840,087

 

35,840,087

 

Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

Batteries Plus Holding Corporation

 

L + 6.50%

 

8.32

%

7/6/2022

 

$

68,677,806

 

68,677,806

 

68,677,806

 

Total Retail

 

 

 

 

 

 

 

 

 

68,677,806

 

68,677,806

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

McKissock, LLC

 

L + 6.00%

 

7.94

%

8/5/2019

 

$

8,152,786

 

8,152,786

 

8,152,786

 

McKissock, LLC

 

L + 6.00%

 

7.94

%

8/5/2019

 

$

17,100,285

 

17,100,285

 

17,100,285

 

TEI Holdings Inc. (8)

 

L + 6.50%

 

8.13

%

12/20/2023

 

$

74,173,614

 

74,173,614

 

74,173,614

 

Total Services: Business

 

 

 

 

 

 

 

 

 

99,426,685

 

99,426,685

 

Transportation: Cargo

 

 

 

 

 

 

 

 

 

 

 

 

 

ENC Holding Corporation

 

L + 6.50%

 

8.05

%

2/8/2023

 

$

71,062,151

 

71,062,151

 

71,062,151

 

Total Transportation: Cargo

 

 

 

 

 

 

 

 

 

71,062,151

 

71,062,151

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc.

 

L + 6.50%

 

7.95

%

12/1/2021

 

$

98,576,676

 

98,576,676

 

98,576,676

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

98,576,676

 

98,576,676

 

Total First Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

$

900,688,271

 

$

900,688,271

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

956,184,609

 

$

956,184,609

 

Total Investments

 

 

 

 

 

 

 

 

 

$

956,184,609

 

$

956,184,609

 

 


(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (‘‘LIBOR’’ or ‘‘L’’) or the Prime Rate (‘‘Prime’’ or ‘‘P’’) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at December 31, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor.

(2) Fair Value determined by the Advisor.

(3) $128,932 of the total par amount for this security is at P + 5.25%.

(4) $52,785 of the total par amount for this security is at P + 5.75%.

(5) $393,462 of the total par amount for this security is at P + 5.50%.

(6) $62,615 of the total par amount for this security is at P + 5.50%.

(7) $163,237 of the total par amount for this security is at P + 5.50%.

(8) $186,836 of the total par amount for this security is at P + 5.50%.

 

38



Table of Contents

 

Note 4. Fair Value Measurements

 

Fair Value Disclosures

 

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of September 30, 2018, according to the fair value hierarchy:

 

 

 

Fair Value Measurements

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Investments:

 

 

 

 

 

 

 

 

 

First Lien Senior Secured Loans

 

$

 

$

345,730,180

 

$

423,066,994

 

$

768,797,174

 

First Lien Last Out Loans

 

 

 

30,397,170

 

30,397,170

 

Second Lien Senior Secured Loans

 

 

90,338,863

 

124,714,658

 

215,053,521

 

Subordinated Debt

 

 

 

24,700,000

 

24,700,000

 

Corporate Bonds

 

 

33,175,470

 

 

33,175,470

 

Investment Vehicles (1)

 

 

 

258,632,338

 

258,632,338

 

Equity Interest

 

 

 

18,616,855

 

18,616,855

 

Preferred Equity

 

 

 

2,070,053

 

2,070,053

 

Total Investments

 

$

 

$

469,244,513

 

$

882,198,068

 

$

1,351,442,581

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

148,411,966

 

$

 

$

 

$

148,411,966

 

Forward currency exchange contracts

 

$

 

$

5,618,287

 

$

 

$

5,618,287

 

 


(1)                                 Represents equity investment in ABCS.

 

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2017, according to the fair value hierarchy:

 

 

 

Fair Value Measurements

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Investments:

 

 

 

 

 

 

 

 

 

First Lien Senior Secured Loans

 

$

 

$

269,980,309

 

$

215,339,087

 

$

485,319,396

 

First Lien Last Out Loans

 

 

 

30,515,994

 

30,515,994

 

Second Lien Senior Secured Loans

 

 

32,745,280

 

84,722,132

 

117,467,412

 

Corporate Bonds

 

 

8,138,880

 

 

8,138,880

 

Investment Vehicles (1)

 

 

 

178,409,807

 

178,409,807

 

Equity Interest

 

 

 

9,763,092

 

9,763,092

 

Preferred Equity

 

 

 

1,963,490

 

1,963,490

 

Total Investments

 

$

 

$

310,864,469

 

$

520,713,602

 

$

831,578,071

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

133,639,685

 

$

 

$

 

$

133,639,685

 

Forward currency exchange contracts (liability)

 

$

 

$

(3,504,814

)

$

 

$

(3,504,814

)

 


(1)                                 Represents equity investment in ABCS.

 

39


Table of Contents

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended September 30, 2018:

 

 

 

First Lien
Senior Secured
Loans

 

First Lien
Last Out
Loans

 

Second Lien
Senior Secured
Loans

 

Subordinated
Debt

 

Investment
Vehicles 
(1)

 

Equity
Interest

 

Preferred
Equity

 

Total
Investments

 

Balance as of January 1, 2018

 

$

215,339,087

 

$

30,515,994

 

$

84,722,132

 

$

 

$

178,409,807

 

$

9,763,092

 

$

1,963,490

 

$

520,713,602

 

Purchases of investments and other adjustments to cost

 

309,220,076

 

422,300

 

57,391,480

 

24,700,000

 

79,574,411

 

7,678,182

 

 

478,986,449

 

Net accretion of discounts (amortization of premiums)

 

636,754

 

63,967

 

152,005

 

2,741

 

 

 

 

855,467

 

Proceeds from principal repayments and sales of investments

 

(104,816,384

)

(76,142

)

(17,069,909

)

 

(1,310,259

)

 

 

(123,272,694

)

Net change in unrealized appreciation (depreciation) on investments

 

(1,624,977

)

(528,949

)

(1,742,208

)

(2,741

)

1,958,379

 

1,175,581

 

106,563

 

(658,352

)

Net realized gains on investments

 

6,289

 

 

18,340

 

 

 

 

 

24,629

 

Transfers out of Level 3

 

(9,142,064

)

 

(13,458,168

)

 

 

 

 

(22,600,232

)

Transfers to Level 3

 

13,448,213

 

 

14,700,986

 

 

 

 

 

28,149,199

 

Balance as of September 30, 2018

 

$

423,066,994

 

$

30,397,170

 

$

124,714,658

 

$

24,700,000

 

$

258,632,338

 

$

18,616,855

 

$

2,070,053

 

$

882,198,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized appreciation (depreciation) attributable to investments still held at September 30, 2018

 

$

(1,215,109

)

$

(528,949

)

$

(1,397,893

)

$

(2,741

)

$

1,958,379

 

$

1,175,581

 

$

106,563

 

$

95,831

 

 


(1)                                     Represents equity investment in ABCS.

 

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the nine months ended September 30, 2018, transfers from Level 2 to Level 3 were primarily due to decreased price transparency. For the nine months ended September 30, 2018, transfers from Level 3 to Level 2 were primarily due to increased price transparency.

 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended September 30, 2017:

 

 

 

First Lien
Senior Secured
Loans

 

First Lien Last
Out Loans

 

Second Lien
Senior Secured
Loans

 

Equity Interest

 

Total Investments

 

Balance as of January 1, 2017

 

$

32,735,307

 

$

 

$

 

$

 

$

32,735,307

 

Purchases of investments and other adjustments to cost

 

147,030,155

 

19,040,991

 

52,742,302

 

7,063,857

 

225,877,305

 

Net accretion of discounts (amortization of premiums)

 

248,403

 

10,916

 

31,200

 

 

290,519

 

Proceeds from principal repayments and sales of investments

 

(3,464,688

)

 

 

 

(3,464,688

)

Net change in unrealized appreciation on investments

 

4,184,224

 

828,894

 

1,139,157

 

 

6,152,275

 

Net realized gains on investments

 

15,638

 

 

 

 

15,638

 

Transfers from Level 3

 

 

 

 

 

 

Transfers to Level 3

 

20,429,583

 

 

1,685,081

 

 

22,114,664

 

Balance as of September 30, 2017

 

$

201,178,622

 

$

19,880,801

 

$

55,597,740

 

$

7,063,857

 

$

283,721,020

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized appreciation attributable to investments still held at September 30, 2017

 

$

4,184,224

 

$

828,894

 

$

1,139,157

 

$

 

$

6,152,275

 

 

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the nine months ended September 30, 2017, transfers from Level 2 to Level 3 were primarily due to decreased price transparency.

 

Significant Unobservable Inputs

 

ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.

 

40


Table of Contents

 

 

 

As of September 30, 2018

 

 

 

Fair Value
of Level 3 Assets 
(1)

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Range of Significant
Unobservable Inputs
(Weighted Average 
(2))

 

First Lien Senior Secured Loans

 

$

263,277,140

 

Discounted Cash Flows

 

Comparative Yields

 

5.9%-12.5% (8.1%)

 

First Lien Senior Secured Loans

 

4,144,528

 

Comparable Company Multiple

 

Book Value Multiple

 

1x-1x (1x)

 

First Lien Senior Secured Loans

 

2,550,060

 

Collateral Analysis

 

Recovery Rate

 

100%

 

First Lien Last Out Loans

 

30,397,170

 

Discounted Cash Flows

 

Comparative Yields

 

9.8%-14.5% (12.8%)

 

Second Lien Senior Secured Loans

 

71,280,382

 

Discounted Cash Flows

 

Comparative Yields

 

9.2%-14.0% (11.0%)

 

Subordinated Debt

 

10,000,000

 

Discounted Cash Flows

 

Comparative Yields

 

13.5%-13.5% (13.5%)

 

Investment Vehicles (3)

 

258,632,338

 

Other

 

 

 

Equity Interest

 

1,886,400

 

Comparable Company Multiple

 

EBITDA Multiple

 

14.5x-14.5x (14.5x)

 

Equity Interest

 

12,732,985

 

Comparable Company Multiple

 

Book Value Multiple

 

1x-1x (1x)

 

Preferred Equity

 

2,070,053

 

Comparable Company Multiple

 

EBITDA Multiple

 

10.5x-10.5x (10.5x)

 

Total investments

 

$

656,971,056

 

 

 

 

 

 

 

 


(1)         Included within the Level 3 assets of $882,198,068 is an amount of $225,227,012 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions).

 

(2)         Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

 

(3)         Represents equity investment in ABCS. The Company determines the fair value of its investment in ABCS giving consideration to the assets and liabilities of ABCS, at fair value, including consideration of any necessary adjustments.  The fair value of the loans held by ABCS have been determined based upon recent transactions or the use of discounted cash flows, with comparative yields ranging from 7.9% to 11.2% and a weighted average of 9.2%. The carrying value of the ABCS Facility approximates fair value.

 

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of September 30, 2018. The significant unobservable input used in the income approach is the comparative yield. The comparative yield is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

 

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2017 were as follows:

 

 

 

As of December 31, 2017

 

 

 

Fair Value
of Level 3 Assets 
(1)

 

Valuation
Technique

 

Significant
Unobservable
Inputs

 

Range of Significant
Unobservable Inputs
(Weighted Average 
(2))

 

First Lien Senior Secured Loans

 

$

151,863,260

 

Discounted Cash Flows

 

Comparative Yields

 

3.3%-9.9% (7.6%)

 

First Lien Senior Secured Loans

 

1,837,216

 

Comparable Company Multiple

 

Book Value Multiple

 

1x-1x (1x)

 

First Lien Last Out Loans

 

20,256,052

 

Discounted Cash Flows

 

Comparative Yields

 

10.0%-10.0% (10.0%)

 

Second Lien Senior Secured Loans

 

48,767,181

 

Discounted Cash Flows

 

Comparative Yields

 

8.6%-12.5% (9.9%)

 

Equity Interest

 

8,263,092

 

Comparable Company Multiple

 

Book Value Multiple

 

1x-1x (1x)

 

Preferred Equity

 

1,963,490

 

Discounted Cash Flows

 

Comparative Yields

 

10.0%-10.0% (10.0%)

 

Total investments

 

$

232,950,291

 

 

 

 

 

 

 

 


(1)         Included within the Level 3 assets of $520,713,602 is an amount of $287,763,311 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions). Of the $287,763,311, $178,409,807 is due to the equity investment in ABCS.

 

(2)         Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

 

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2017. The significant unobservable input used in the income approach is the comparative yield. The comparative yield

 

41


Table of Contents

 

is used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

 

The fair values of the Revolving Credit Facility,  BCSF Revolving Credit Facility and the 2018-1 Notes (as defined in Note 6), which are categorized as Level 3 within the fair value hierarchy as of September 30, 2018 and December 31, 2017, approximate the carrying value of such facilities.

 

Note 5. Related Party Transactions

 

Investment Advisory Agreement

 

The Company has entered into an investment advisory agreement as of October 6, 2016, (the “Investment Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities.

 

Base Management Fee

 

The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.50% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of our first quarter, our gross assets as of such quarter-end). Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated.

 

The Advisor, however, has contractually waived its right to receive the Base Management Fee in excess of 0.75% of the aggregate gross assets excluding cash (including capital drawn to pay the Company’s expenses) during any period prior to a Qualified IPO. A “Qualified IPO” is an initial public offering of the Company’s common stock that results in an unaffiliated public float of at least the lower of (A) $75 million and (B) 15% of the aggregate capital commitments received prior to the date of such initial public offering. If a Qualified IPO does not occur, such fee waiver will remain in place through liquidation of the Company. The Advisor will not be permitted to recoup any waived amounts at any time and the waiver agreement may only be modified or terminated prior to a Qualified IPO with the approval of the Board.

 

As of September 30, 2018 and December 31, 2017, $2.3 million and $1.2 million remained payable, respectively.

 

The following table provides a reconciliation of the Base Management Fee incurred by the Company and included on the statements of operations:

 

 

 

Annualized Rate

 

For the three months ended
September 30, 2018

 

For the three months ended
September 30, 2017

 

For the nine months ended
September 30, 2018

 

For the nine months ended
September 30, 2017

 

Base Management Fee per the Investment Advisory Agreement, prior to reduction for periods prior to a Qualified IPO

 

1.50

%

4,639,082

 

1,712,520

 

11,642,768

 

3,409,950

 

Base Managemenet Fee reduction for periods prior to a Qualified IPO

 

(0.75

%)

(2,319,541

)

(856,260

)

(5,821,384

)

(1,704,975

)

Base Management Fee incurred by the Company and presented on the statement of operations

 

0.75

%

2,319,541

 

856,260

 

5,821,384

 

1,704,975

 

 

Incentive Fee

 

The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.

 

The first part, the income incentive fee, is calculated and payable quarterly in arrears and equals:

 

(a)         100% of the excess of our pre-incentive fee net investment income for the immediately preceding calendar quarter, over a preferred return of 1.5% per quarter (6% annualized) (the “Hurdle”), until the Advisor has received a “catch-up” equal to:

 

(i)             15% of the pre-incentive fee net investment income for the current quarter prior to a Qualified IPO, or

 

(ii)          17.5% of the pre-incentive fee net investment income for the current quarter after a Qualified IPO; and

 

(b)                                 (i)             15% of all remaining pre-incentive fee net investment income above the “catch-up” prior to a Qualified IPO, or

 

(ii)          17.5% of all remaining pre-incentive fee net investment income above the “catch-up” after a Qualified IPO.

 

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The second part, the capital gains incentive fee, is determined and payable in arrears as of the end of each fiscal year (or upon a Qualified IPO or termination of the Investment Advisory Agreement), and equals:

 

(a)         prior to a Qualified IPO, 15% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”), or

 

(b)         after a Qualified IPO, 17.5% of the Cumulative Capital Gains.

 

Incentive Fee on Pre-Incentive Fee Net Investment Income

 

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

 

Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.

 

Pre-incentive fee net investment income will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.5% per quarter (6% annualized) and (ii) the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter. If market interest rates rise, the Company may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for the Advisor to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income. Our pre-incentive fee net investment income used to calculate this part of the incentive fee is also included in the amount of our total assets (other than cash but including assets purchased with borrowed amounts) used to calculate the Base Management Fee.

 

Prior to the occurrence of a Qualified IPO, the Company will pay the income incentive fee in each calendar quarter as follows:

 

·                  no income incentive fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the Hurdle Amount;

 

·                  100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Pre-Qualified IPO Catch-Up Amount”) determined on a quarterly basis by multiplying 1.7647% by the Company’s net asset value at the beginning of each applicable calendar quarter. The Pre-Qualified IPO Catch-Up Amount is intended to provide the Advisor with an incentive fee of 15% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income reaches the Pre-Qualified IPO Catch-Up Amount in any calendar quarter; and

 

·                  for any calendar quarter in which the Company’s pre-incentive fee net investment income exceeds the Pre-Qualified IPO Catch-Up Amount, the income incentive fee shall equal 15% of the amount of the Company’s pre-incentive fee net investment income for the calendar quarter.

 

On and after the occurrence of a Qualified IPO, the Company will pay the income incentive fee in each calendar quarter as follows:

 

·                  no income incentive fee in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the Hurdle Amount;

 

·                  100% of the Company’s pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Post-Qualified IPO Catch-Up Amount”) determined on a quarterly basis by multiplying 1.8182% by the Company’s net asset value at the beginning of each applicable calendar quarter. The Post-Qualified IPO Catch-Up Amount is intended to provide the Advisor

 

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with an incentive fee of 17.5% on all of the Company’s pre-incentive fee net investment income when the Company’s pre-incentive fee net investment income reaches the Post-Qualified IPO Catch-Up Amount in any calendar quarter; and

 

·                  for any calendar quarter in which the Company’s pre-incentive fee net investment income exceeds the Post-Qualified IPO Catch-Up Amount, the income incentive fee shall equal 17.5% of the amount of the Company’s pre-incentive fee net investment income for the calendar quarter.

 

These calculations will be appropriately pro-rated for any period of less than three months and adjusted for any share issuances or repurchases by the Company during the current quarter. The Company does not currently intend to institute a share repurchase program and share repurchases will be effected only in extremely limited circumstances in accordance with applicable law. If the Qualified IPO occurs on a date other than the first day of a calendar quarter, the income incentive fee shall be calculated for such calendar quarter at a weighted rate calculated based on the fee rates applicable before and after a Qualified IPO based on the number of days in such calendar quarter before and after a Qualified IPO.

 

For the three months ended September 30, 2018, the Company incurred $2.5 million of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.  The Advisor decided to voluntarily waive 25%, or $0.6 million, of the income incentive fees earned by the Advisor during the three months ended September 30, 2018.  Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods.  This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

 

For the nine months ended September 30, 2018, the Company incurred $6.1 million of income incentive fees (before waivers), which are included in incentive fees on the consolidated statements of operations.  The Advisor has voluntarily waived $1.6 million of the income incentive fees earned by the Advisor during the nine months ended September 30, 2018.  Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods.  This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

 

As a result of the income incentive fee waivers, the Company incurred $1.9 million and $4.5 million of income incentive fees (after waivers) for the three and nine months ended September 30, 2018, respectively.  The Company did not incur any income incentive fees for the three months or nine months ended September 30, 2017.

 

As of September 30, 2018 and December 31, 2017, there was $1.9 million and $0.0 million, respectively, related to the income incentive fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

 

On October 11, 2018, the Board approved, subject to completion of the Proposed Initial Public Offering, as defined in Note 13, an Amended and Restated Investment Advisory Agreement. Beginning with the calendar quarter that commences January 1, 2019, this Amended and Restated Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period. See Note 13 “Subsequent Events”.

 

Annual Incentive Fee Based on Capital Gains

 

The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals (i) 15% of our realized capital gains as of the end of the fiscal year prior to a Qualified IPO, and (ii) 17.5% of our realized capital gains as of the end of the fiscal year after a Qualified IPO. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal 15% before a Qualified IPO or 17.5% after a Qualified IPO, as applicable, of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

 

If a Qualified IPO occurs on a date other than the first day of a fiscal year, a capital gains incentive fee shall be calculated as of the day before the Qualified IPO, with such capital gains incentive fee paid to the Advisor following the end of the fiscal year in which the Qualified IPO occurred. For the avoidance of doubt, such capital gains incentive fee shall be equal to 15% of the Company’s realized capital gains on a cumulative basis from inception through the day before the Qualified IPO, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Following a Qualified IPO, solely for the purposes of calculating the capital gains incentive fee, the Company will be deemed to have previously paid capital gains incentive fees prior to a Qualified IPO equal to the product obtained by multiplying (a) the actual aggregate amount of previously paid capital gains incentive fees for all periods prior to a Qualified IPO by (b) the percentage obtained by dividing (x) 17.5% by (y) 15%. In the event that the Investment Advisory Agreement shall terminate as

 

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of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a capital gains incentive fee.

 

There was no capital gains incentive fee payable to the Advisor under the Investment Advisory Agreement as of September 30, 2018 and December 31, 2017.

 

U.S. GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Investment Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.

 

For the three months ended September 30, 2018, there was an addition of $0.7 million in incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. For the three months ended September 30, 2017, the Company incurred $0.2 million of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. For the nine months ended September 30, 2018, there was an addition of $0.1 million in incentive fees related to the GAAP Incentive Fee which is included in incentive fees on the consolidated statements of operations. For the nine months ended September 30, 2017, the Company incurred $0.4 million of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the consolidated statements of operations. As of September 30, 2018 and December 31, 2017, there was $1.0 million and $1.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the consolidated statements of assets and liabilities.

 

Administration Agreement

 

The Company has entered into an administration agreement (the “Administration Agreement”) with the Administrator, pursuant to which the Administrator provides the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. To the extent that expenses to be borne by the Company are paid by the Administrator, the Company will generally reimburse the Administrator for such expenses. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company may reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to the Company, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.4 million and $0.2 million for the three months ended September 30, 2018 and 2017, respectively, which is included in professional fees on the consolidated statement of operations. The Company incurred expenses related to the sub-administrator of $0.8 million and $0.5 million for the nine months ended September 30, 2018 and 2017, respectively, which is included in professional fees on the consolidated statement of operations. The Administrator will not be reimbursed to the extent that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

 

Co-investments

 

We may invest alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only in accordance with the terms of the exemptive order we received from the SEC initially on August 23, 2016, as amended on March 23, 2018 (the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of our or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our Board’s approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these

 

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determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.

 

Related Party Commitments

 

The Advisor has made commitments of $10.8 million to the Company as of September 30, 2018 and December 31, 2017, of which $7.8 million and $4.8 million have been called by the Company as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018 and December 31, 2017, the Advisor held 389,428.14 and 241,527.73 shares of the Company’s common stock, respectively. An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. Collectively, these investors have made commitments to the Company of $555.3 million as of September 30, 2018 and December 31, 2017 of which $388.7 million and $222.1 million, respectively, has been called by the Company as of September 30, 2018 and December 31, 2017, respectively. These investors held 19,295,326.27 and 11,070,200.25 shares of the Company at September 30, 2018 and December 31, 2017, respectively.

 

Controlled Affiliate Investments

 

Transactions during the nine months ended September 30, 2018 in which the issuer was both an Affiliated Person, as defined in the 1940 Act, and a portfolio company that the Company is deemed to Control are as follows:

 

 

 

 

 

Fair Value

 

 

 

 

 

Change in

 

 

 

Fair Value

 

 

 

 

 

 

 

Principal/

 

as of

 

 

 

 

 

Unrealized

 

 

 

as of

 

Dividend and

 

 

 

 

 

Par Amount/

 

December 31,

 

Gross

 

Gross

 

Gains

 

Realized Gains

 

September 30,

 

Interest

 

Other

 

Portfolio Company

 

Shares

 

2017

 

Addition

 

Reductions

 

(Losses)

 

(Losses)

 

2018

 

Income

 

Income

 

Antares Bain Capital Complete Financing Solution LLC, Investment Vehicle

 

256,316,439

 

$

178,409,807

 

$

79,574,411

 

$

(1,310,260

)

$

1,958,380

 

$

 

$

258,632,338

 

$

16,044,764

 

$

 

BCC Jetstream Holdings Aviation (On II), LLC, Unfunded Commitment (1)

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest

 

731,387

 

424,261

 

407,172

 

 

606,407

 

 

1,437,840

 

13,627

 

13

 

BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan

 

4,144,528

 

1,837,216

 

2,307,312

 

 

 

 

4,144,528

 

194,898

 

 

BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest

 

11,862,614

 

7,838,831

 

4,459,110

 

 

(1,002,796

)

 

11,295,145

 

286,833

 

16

 

Total

 

 

 

$

188,510,115

 

$

86,748,005

 

$

(1,310,260

)

$

1,561,991

 

$

 

$

275,509,851

 

$

16,540,122

 

$

29

 

 


(1) Non-income producing.

 

Transactions during the year ended December 31, 2017 in which the issuer was both an Affiliated Person, as defined in the 1940 Act, and a portfolio company that the Company is deemed to Control are as follows:

 

 

 

 

 

Fair Value

 

 

 

 

 

Change in

 

 

 

Fair Value

 

 

 

 

 

 

 

Principal/

 

as of

 

 

 

 

 

Unrealized

 

 

 

as of

 

Dividend and

 

 

 

 

 

Par Amount/

 

December 31,

 

Gross

 

Gross

 

Gains

 

Realized Gains

 

December 31,

 

Interest

 

Other

 

Portfolio Company

 

Shares

 

2016

 

Addition

 

Reductions

 

(Losses)

 

(Losses)

 

2017

 

Income

 

Income

 

Antares Bain Capital Complete Financing Solution LLC, Investment Vehicle (1)

 

178,052,288

 

$

 

$

178,052,288

 

$

 

$

357,519

 

$

 

$

178,409,807

 

$

 

$

 

BCC Jetstream Holdings Aviation (On II), LLC, Unfunded Commitment (1)

 

 

 

 

 

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC, Equity Interest

 

324,214

 

 

368,588

 

(44,374

)

100,047

 

 

424,261

 

 

1,115

 

BCC Jetstream Holdings Aviation (On II), LLC, First Lien Senior Secured Loan

 

1,837,216

 

 

2,088,667

 

(251,451

)

 

 

1,837,216

 

55,308

 

6,318

 

BCC Jetstream Holdings Aviation (Off I), LLC, Equity Interest

 

7,403,505

 

 

8,724,172

 

(1,320,667

)

435,326

 

 

7,838,831

 

 

33,183

 

Total

 

 

 

$

 

$

189,233,715

 

$

(1,616,492

)

$

892,892

 

$

 

$

188,510,115

 

$

55,308

 

$

40,616

 

 


(1) Non-income producing.

 

Note 6. Borrowings

 

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the 1940 Act, is at least 200% after such borrowing, unless the Company meets certain disclosure and approval requirements in which case the Company may reduce its asset coverage ratio to 150%. As of September 30, 2018 and December 31, 2017, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 247% and 212%, respectively.

 

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The Company’s outstanding borrowings as of September 30, 2018 and December 31, 2017 were as follows:

 

 

 

As of September 30, 2018

 

As of December 31, 2017

 

 

 

Total Aggregate
Principal Amount
Committed

 

Principal
Amount
Outstanding

 

Carrying
Value
(1)

 

Total Aggregate
Principal Amount
Committed

 

Principal
Amount
Outstanding

 

Carrying
Value

 

Revolving Credit Facility

 

$

85,000,000

 

$

83,639,250

 

$

83,639,250

 

$

150,000,000

 

$

150,000,000

 

$

150,000,000

 

BCSF Revolving Credit Facility

 

500,000,000

 

150,000,000

 

150,000,000

 

500,000,000

 

301,000,000

 

301,000,000

 

2018-1 Notes

 

365,700,000

 

365,700,000

 

363,615,956

 

 

 

 

Total Debt

 

$

950,700,000

 

$

599,339,250

 

$

597,255,206

 

$

650,000,000

 

$

451,000,000

 

$

451,000,000

 

 


(1)                                 Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs

 

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the nine months ended September 30, 2018 and year ended December 31, 2017 were 4.23% and 3.40%, respectively.

 

The following table shows the contractual maturities of our debt obligations as of September 30, 2018:

 

 

 

Payments Due by Period

 

 

 

Total

 

Less than
1 year

 

1 — 3 years

 

3 — 5 years

 

More than
5 years

 

Revolving Credit Facility

 

$

83,639,250

 

$

 

$

83,639,250

 

$

 

$

 

BCSF Revolving Credit Facility

 

150,000,000

 

 

 

150,000,000

 

 

2018-1 Notes

 

365,700,000

 

 

 

 

365,700,000

 

Total Debt Obligations

 

$

599,339,250

 

$

 

$

83,639,250

 

$

150,000,000

 

$

365,700,000

 

 

Revolving Credit Agreement

 

On December 22, 2016, we entered into the revolving credit agreement (“Revolving Credit Agreement”). The maximum commitment amount under the revolving credit facility (the “Revolving Credit Facility”) was $150.0 million, and may be increased up to $350.0 million (“Maximum Commitment”) with the consent of Sumitomo Mitsui Banking Corporation (“SMBC”) or reduced upon request of the Company. Effective July 31, 2018, we reduced the commitment amount under the Revolving Credit Facility to $85.0 million. Proceeds under the Revolving Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The Revolving Credit Agreement contains certain covenants, including, but not limited to, maintaining an asset coverage ratio of total assets to total borrowings of at least 200%. As of September 30, 2018 and December 31, 2017, we were in compliance with these covenants. The Company’s obligations under the Revolving Credit Agreement are secured by the capital commitments and capital contributions to the Company.

 

Borrowings under the Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. As of September 30, 2018 and December 31, 2017, the Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 1.40%. We pay an unused commitment fee of: (a) where the Maximum Commitment which is unused on such date is greater than fifty (50) percent of the Maximum Commitment, a rate of 20 basis points (0.20%) per annum; or (b) where the Maximum Commitment which is unused on such date is less than or equal to fifty (50) percent of the Maximum Commitment, a rate of 15 basis points (0.15%) per annum. Interest is payable in arrears either on a one month, two month, three month or six month LIBOR period. Any amounts borrowed under the Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) December 22, 2019; (b) the date upon which SMBC declares the obligations, or the obligations become, due and payable after the occurrence of an event of default under the Revolving Credit Facility; (c) the date upon which we terminate the commitments under the Revolving Credit Facility; and (d) 45 days prior to the earlier of (1) the date upon which the commitment period under the Subscription Agreements, as defined in Note 9, terminates and (2) the date upon which the ability to make capital calls and receive capital contributions otherwise terminates.

 

As of September 30, 2018, we have $83.6 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. As of December 31, 2017, we had $150.0 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. We intend to continue to utilize the Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes.

 

Costs of $1.1 million were incurred in connection with obtaining the Revolving Credit Agreement which have been recorded as deferred financing costs on the consolidated statements of assets and liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method.  The balance of the unamortized deferred financing costs related to the Revolving Credit Agreement were $0.4 million and $0.7 million as of September 30, 2018 and December 31, 2017, respectively.

 

For the three months ended September 30, 2018 and 2017, the components of interest expense related to the Revolving Credit Facility were as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

834,481

 

$

60,412

 

Unused facility fee

 

5,162

 

71,300

 

Amortization of deferred financing costs and upfront commitment fees

 

92,233

 

92,233

 

Total interest and debt financing expenses

 

$

931,876

 

$

223,945

 

 

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For the nine months ended September 30, 2018 and 2017, the components of interest expense related to the Revolving Credit Facility were as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

2,900,058

 

$

133,065

 

Unused facility fee

 

22,083

 

215,096

 

Amortization of deferred financing costs and upfront commitment fees

 

273,692

 

273,692

 

Total interest and debt financing expenses

 

$

3,195,833

 

$

621,853

 

 

BCSF Revolving Credit Facility

 

On October 4, 2017, we entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with the Company as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of September 30, 2018, the Company was in compliance with these covenants.

 

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of September 30, 2018 and December 31, 2017, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 2.50%. We pay an unused commitment fee of 30 basis points (0.30%) per annum. Interest is payable quarterly in arrears. Any amounts borrowed under the BCSF Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) October 5, 2022 and (b) the date upon which all loans shall become due and payable in full, whether by acceleration or otherwise.

 

As of September 30, 2018 and December 31, 2017, there were $150.0 million and $301.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and we were in compliance with the terms of the BCSF Revolving Credit Facility. We intend to continue to utilize the BCSF Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes.

 

Costs of $5.5 million were incurred in connection with obtaining the BCSF Revolving Credit Facility which have been recorded as deferred financing costs on the consolidated statements of assets and liabilities and are being amortized over the life of the BCSF Revolving Credit Facility using the straight-line method.  The balance of the unamortized deferred financing costs related to the BCSF Revolving Credit Facility were $4.3 million and $5.1 million as of September 30, 2018 and December 31, 2017, respectively.

 

For the three months ended September 30, 2018 and 2017, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

5,130,280

 

$

 

Unused facility fee

 

64,442

 

 

Amortization of deferred financing costs and upfront commitment fees

 

269,219

 

 

Total interest and debt financing expenses

 

$

5,463,941

 

$

 

 

For the nine months ended September 30, 2018 and 2017, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

11,633,474

 

$

 

Unused facility fee

 

381,750

 

 

Amortization of deferred financing costs and upfront commitment fees

 

798,879

 

 

Total interest and debt financing expenses

 

$

12,814,103

 

$

 

 

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Table of Contents

 

2018-1 Notes

 

On September 28, 2018, (the “2018-1 Closing Date”), the Company, through BCC Middle Market CLO 2018-1 LLC (the “2018-1 Issuer”), a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, completed its $451.2 million term debt securitization (the “CLO Transaction”). The notes issued in connection with the CLO Transaction (the “2018-1 Notes”) are secured by a diversified portfolio of the Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2018-1 Portfolio”). At the 2018-1 Closing Date, the 2018-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the CLO Transaction.

 

The CLO Transaction was executed through a private placement of the following 2018-1 Notes:

 

2018-1 Notes

 

Principal Amount

 

Spread above Index

 

Interest rate at
September 30,
2018

 

Class A-1 A

 

$

205,900,000

 

1.55% + 3 Month LIBOR

 

3.7624

%

Class A-1 B

 

 

45,000,000

 

1.50% + 3 Month LIBOR (first 24 months)

1.80% + 3 Month LIBOR (thereafter)

 

3.7124

%

Class A-2

 

 

55,100,000

 

2.15% + 3 Month LIBOR

 

4.3624

%

Class B

 

 

29,300,000

 

3.00% + 3 Month LIBOR

 

5.2124

%

Class C

 

 

30,400,000

 

4.00% + 3 Month LIBOR

 

6.2124

%

Total 2018-1 Notes

 

 

365,700,000

 

 

 

 

 

Membership Interests

 

 

85,450,000

 

Non-interest bearing

 

Not applicable

 

Total

 

$

451,150,000

 

 

 

 

 

 

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030.  The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio.  The Membership Interests do not bear interest.

 

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements.  The Membership Interests are eliminated in consolidation.

 

On the 2018-1 Closing Date, the Company used $311.0 million of the net proceeds to prepay a portion of the BCSF Revolving Facility and Issuer transferred to the Company a portion of the net cash proceeds received from the sale of the 2018-1 Notes.

 

The Company serves as portfolio manager of the 2018-1 Issuer pursuant to a portfolio management agreement between the Company and the 2018-1 Issuer.  For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

 

During the reinvestment period (four years from the closing date of the CLO Transaction), pursuant to the indenture governing the 2018-1 Notes, all principal collections received on the underlying collateral may be used by the 2018-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2018-1 Issuer and in accordance with the 2018-1 Issuer’s investment strategy and the terms of the indenture.

 

The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2018-1 Issuer for so long as the 2018-1 Notes remain outstanding.

 

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018-1 Issuer.

 

As of September 30, 2018, there were 69 first lien and second lien senior secured loans with a total fair value of approximately $423.8 million and cash of $37.7 million securing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes.  As of September 30, 2018, the Company was in compliance with its covenants related to the 2018-1 Notes.

 

Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized deferred financing costs related to the 2018-1 Issuer was $2.1 million as of September 30, 2018. The 2018-1 Issuer was not in existence as of December 31, 2017 and the 2018-1 Notes were not outstanding.

 

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Table of Contents

 

For the three months ended September 30, 2018 and 2017, the components of interest expense related to the 2018-1 Issuer were as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

126,974

 

$

 

Amortization of deferred financing costs and upfront commitment fees

 

947

 

 

Total interest and debt financing expenses

 

$

127,921

 

$

 

 

For the nine months ended September 30, 2018 and 2017, the components of interest expense related to the 2018-1 Issuer were as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

126,974

 

$

 

Amortization of deferred financing costs and upfront commitment fees

 

947

 

 

Total interest and debt financing expenses

 

$

127,921

 

$

 

 

Note 7. Derivatives

 

The Company is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by the Company may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency.

 

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. The fair value of derivative contracts open as of September 30, 2018 and December 31, 2017 is included on the consolidated schedule of investments by contract. The Company posted collateral of $0.8 million and $4.4 million with the counterparties on foreign currency exchange contracts at September 30, 2018 and December 31, 2017, respectively. Collateral amounts posted are included in collateral on forward currency exchange contracts on the consolidated statements of assets and liabilities.

 

For the three and nine months ended September 30, 2018, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $124.3 million and $97.1 million, respectively. For the three and nine months ended September 30, 2017, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $44.3 million and $25.6 million, respectively.

 

By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the consolidated statements of assets and liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.

 

The Company presents forward currency exchange contracts on a net basis by counterparty on the consolidated statements of assets and liabilities. The Company has elected not to offset assets and liabilities in the consolidated statements of assets and liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

 

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Table of Contents

 

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of September 30, 2018.

 

Counterparty

 

Account in the
consolidated
statements of
assets and liabilities

 

Gross amount of
assets on the
consolidated
statements of
assets and liabilities

 

Gross amount of
(liabilities) on the
consolidated
statements of
assets and liabilities

 

Net amount of assets or
(liabilities) presented on
the consolidated
statements of
assets and liabilities

 

Cash Collateral
paid
(received) 
(1)

 

Net
Amounts 
(2)

 

Bank of New York

 

Unrealized appreciation on forward currency contracts

 

$

2,427,071

 

$

 

$

2,427,071

 

$

 

$

2,427,071

 

Citibank

 

Unrealized appreciation on forward currency contracts

 

$

1,711,908

 

$

 

$

1,711,908

 

$

 

$

1,711,908

 

Goldman Sachs

 

Unrealized appreciation on forward currency contracts

 

$

1,479,308

 

$

 

$

1,479,308

 

$

 

$

1,479,308

 

 


(1)           Amount excludes excess cash collateral paid.

 

(2)           Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

 

The following table presents both gross and net information about derivative instruments eligible for offset in the consolidated statements of assets and liabilities as of December 31, 2017.

 

Counterparty

 

Account in the
consolidated
statements of
assets and liabilities

 

Gross amount of
assets on the
consolidated
statements of
assets and liabilities

 

Gross amount of
(liabilities) on the
consolidated
statements of
assets and liabilities

 

Net amount of assets or
(liabilities) presented on
the consolidated

statements of
assets and liabilities

 

Cash Collateral
paid
(received) 
(1)

 

Net
Amounts 
(2)

 

Bank of New York

 

Unrealized depreciation on forward currency contracts

 

$

 

$

(2,877,294

)

$

(2,877,294

)

$

2,877,294

 

$

 

Citibank

 

Unrealized depreciation on forward currency contracts

 

$

 

$

(627,520

)

$

(627,520

)

$

627,520

 

$

 

 


(1)           Amount excludes excess cash collateral paid.

 

(2)           Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

 

The effect of transactions in derivative instruments to the consolidated statements of operations during the three months ended September 30, 2018 and 2017 was as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Net realized gain on forward currency exchange contracts

 

$

177,172

 

$

 

Net change in unrealized appreciation (depreciation) on forward currency exchange contracts

 

1,529,008

 

(1,234,706

)

Total net realized and unrealized gains (losses) on forward currency exchange contracts

 

$

1,706,180

 

$

(1,234,706

)

 

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($1.4 million) and $1.4 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended September 30, 2018 and 2017, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $1.7 million and ($1.2) million included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $0.3 million and $0.2 million for the three months ended September 30, 2018 and September 30, 2017, respectively.

 

The effect of transactions in derivative instruments to the consolidated statements of operations during the nine months ended September 30, 2018 and 2017 was as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Net realized loss on forward currency exchange contracts

 

$

(2,695,967

)

$

(220,006

)

Net change in unrealized appreciation (depreciation) on forward currency exchange contracts

 

9,123,101

 

(2,643,944

)

Total net realized and unrealized gains (losses) on forward currency exchange contracts

 

$

6,427,134

 

$

(2,863,950

)

 

Included in total net gains (losses) on the consolidated statements of operations is net gains (losses) of ($5.1 million) and $3.1 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the nine months ended September 30, 2018 and 2017, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $6.4 million and ($2.9) million included in the above table, the net impact of foreign currency on total net gains (losses) on the consolidated statements of operations is $1.3 million and $0.2 million for the nine months ended September 30, 2018 and September 30, 2017, respectively.

 

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Table of Contents

 

Note 8. Distributions

 

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2018:

 

Date Declared

 

Record Date

 

Payment Date

 

Amount
Per Share

 

Total
Distributions

 

March 28, 2018

 

March 28, 2018

 

May 17, 2018

 

$

0.34

 

$

10,609,643

 

June 28, 2018

 

June 28, 2018

 

August 10, 2018

 

$

0.36

 

$

13,484,328

 

September 26, 2018

 

September 26, 2018

 

October 19, 2018

 

$

0.41

 

$

17,966,855

 

Total distributions declared

 

 

 

 

 

$

1.11

 

$

42,060,826

 

 

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2017:

 

Date Declared

 

Record Date

 

Payment Date

 

Amount
Per Share

 

Total
Distributions

 

May 9, 2017

 

May 12, 2017

 

May 19, 2017

 

$

0.07

 

$

1,174,052

 

June 21, 2017

 

June 29, 2017

 

August 11, 2017

 

$

0.11

 

$

2,739,972

 

September 27, 2017

 

September 28, 2017

 

November 14, 2017

 

$

0.21

 

$

5,235,687

 

Total distributions declared

 

 

 

 

 

$

0.39

 

$

9,149,711

 

 

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the investment company taxable income for the full fiscal year and distributions paid during the full year.

 

Note 9. Common Stock/Capital

 

The Company has authorized 100,000,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.

 

Since October 2016, the Company has issued 43,821,595.55 shares in the private placement of the Company’s common shares (the “Private Offering”). Each investor has entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor has made a capital commitment to purchase shares of the Company’s common stock pursuant to the Subscription Agreements. Investors will be required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivers a drawdown notice, which will be delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of September 30, 2018 and December 31, 2017, aggregate commitments relating to the Private Offering were $1.3 billion. The remaining unfunded capital commitments related to these Subscription Agreements totaled $376.6 million and $752.6 million as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018 and December 31, 2017, BCSF Advisors, LP contributed in aggregate $7.8 million to the Company and received 389,428.14 shares of the Company and contributed $4.8 million to the Company and received 241,527.73 shares of the Company, respectively. At September 30, 2018 and December 31, 2017, BCSF Advisors, LP owned 0.89% and 0.97%, respectively, of the outstanding common stock of the Company.

 

The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements and shares issued pursuant to the dividend reinvestment plan during the three months ended September 30, 2018 and 2017:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Total capital drawdowns

 

6,245,548.12

 

$

125,972,706

 

 

$

 

Dividend reinvestment

 

119,579.90

 

2,408,395

 

23,007.05

 

465,874

 

Total capital drawdowns and dividend reinvestment

 

6,365,128.02

 

$

128,381,101

 

23,007.05

 

$

465,874

 

 

The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements and shares issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2018 and 2017:

 

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Table of Contents

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Total capital drawdowns

 

18,569,410.17

 

$

376,948,118

 

19,412,229.47

 

$

392,735,246

 

Dividend reinvestment

 

276,373.39

 

5,594,040

 

28,730.04

 

581,699

 

Total capital drawdowns and dividend reinvestment

 

18,845,783.56

 

$

382,542,158

 

19,440,959.51

 

$

393,316,945

 

 

Note 10. Commitments and Contingencies

 

Commitments

 

The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.

 

As of September 30, 2018, the Company had $111.8 million of unfunded commitments under loan and financing agreements as follows:

 

 

 

Expiration Date (1)

 

Unfunded Commitments (2) (3)

 

First Lien Senior Secured Loans

 

 

 

 

 

Abracon Group Holding, LLC — Revolver

 

7/18/2024

 

$

2,833,400

 

Aimbridge Hospitality LP — Revolver

 

6/22/2022

 

1,176,500

 

AMCP Clean Acquisition Company, LLC — Delayed Draw Term Loan

 

6/16/2025

 

2,549,677

 

Amspec Services, Inc. — Revolver

 

7/2/2024

 

5,666,800

 

Ansira Holdings, Inc. — Revolver

 

12/20/2022

 

5,440,128

 

AP Plastics Group, LLC — Revolver

 

8/1/2021

 

8,500,200

 

API Technologies Corp. — Revolver

 

4/22/2024

 

4,183,169

 

Aramsco, Inc. — Revolver

 

8/28/2024

 

2,314,312

 

Batteries Plus Holding Corporation — Revolver

 

7/6/2022

 

4,250,100

 

Captain D’s LLC — Revolver

 

12/15/2023

 

1,111,154

 

Chase Industries, Inc. — Delayed Draw Term Loan

 

5/12/2025

 

3,544,365

 

Clinical Innovations, LLC — Revolver

 

10/17/2022

 

575,862

 

CMI Marketing Inc — Revolver

 

5/24/2023

 

2,112,000

 

Cruz Bay Publishing — Revolver

 

6/6/2019

 

2,833,400

 

CST Buyer Company — Revolver

 

3/1/2023

 

897,478

 

Datix Bidco Limited — Revolver

 

10/28/2024

 

1,267,282

 

Direct Travel, Inc. — Revolver

 

12/1/2021

 

4,250,100

 

Dorner Manufacturing Corp. — Revolver

 

3/15/2022

 

1,098,883

 

Drilling Info Holdings, Inc. — Delayed Draw Term Loan

 

7/30/2025

 

3,041,710

 

Efficient Collaborative Retail Marketing Company, LLC — Revolver

 

6/15/2022

 

3,541,750

 

Element Buyer, Inc. — Revolver

 

7/19/2024

 

4,250,100

 

ENC Holding Corporation — Delayed Draw Term Loan

 

5/30/2025

 

480,821

 

Endries International, Inc. — Delayed Draw Term Loan

 

6/1/2023

 

55,900

 

Endries International, Inc. — Revolver

 

6/1/2022

 

2,504,942

 

FineLine Technologies, Inc. — Revolver

 

11/2/2021

 

1,965,543

 

Great Expressions Dental Centers PC — Revolver

 

9/28/2022

 

550,157

 

Home Franchise Concepts, Inc. — Revolver

 

7/9/2024

 

2,529,821

 

Horizon Telcom, Inc. — Revolver

 

6/15/2023

 

1,158,621

 

Horizon Telcom, Inc. — Delayed Draw Term Loan

 

6/15/2023

 

1,737,931

 

McKissock, LLC — Revolver

 

8/5/2021

 

1,841,710

 

PRCC Holdings, Inc. — Revolver

 

2/1/2021

 

3,541,750

 

Solaray, LLC — Revolver

 

9/9/2022

 

8,075,190

 

Sovos Compliance, LLC — Delayed Draw Term Loan

 

3/1/2022

 

870,968

 

Sovos Compliance, LLC — Revolver

 

3/1/2022

 

1,451,615

 

Stanton Carpet Corp. — Revolver

 

11/21/2022

 

4,250,100

 

TEI Holdings Inc. — Revolver

 

12/20/2022

 

3,116,740

 

Tidel Engineering, L.P. — Revolver

 

3/1/2023

 

4,250,100

 

Winchester Electronics Corporation — Revolver

 

6/30/2021

 

4,250,100

 

Zywave, Inc. — Revolver

 

11/17/2022

 

1,183,184

 

Total First Lien Senior Secured Loans

 

 

 

$

109,253,563

 

Other Unfunded Commitments

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC

 

 

 

2,561,470

 

Total Other Unfunded Commitments

 

 

 

$

2,561,470

 

Total

 

 

 

$

111,815,033

 

 

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Table of Contents

 


(1)         Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

 

(2)         Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of September 30, 2018.

 

(3)         Unfunded commitments represent unfunded commitments to fund investments, excluding our investment in ABCS as of September 30, 2018.

 

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As of December 31, 2017, the Company had $111.3 million of unfunded commitments under loan and financing agreements as follows:

 

 

 

Expiration Date (1)

 

Unfunded Commitments (2) (3)

 

First Lien Senior Secured Loans

 

 

 

 

 

Ansira Holdings, Inc. — Revolver

 

12/20/2022

 

$

7,083,500

 

AP Plastics Group, LLC — Revolver

 

8/1/2021

 

7,565,178

 

Batteries Plus Holding Corporation — Revolver

 

7/6/2022

 

4,250,100

 

Captain D’s LLC — Revolver

 

12/15/2023

 

843,289

 

Clinical Innovations — Revolver

 

10/17/2022

 

998,161

 

Cruz Bay Publishing R/C — Revolver

 

6/6/2019

 

2,266,720

 

CST Buyer Company — Revolver

 

3/1/2023

 

897,478

 

Direct Travel, Inc.— Revolver

 

12/1/2021

 

4,250,100

 

Dorner Manufacturing Corp. — Revolver

 

3/15/2023

 

659,330

 

Efficient Collaborative Retail Marketing Company, LLC — Revolver

 

6/15/2022

 

3,541,750

 

ENC Holding Corporation — Revolver

 

2/8/2023

 

9,811,825

 

Endries International, Inc. — Delayed Draw Term Loan

 

6/1/2023

 

3,278,355

 

Endries International, Inc. — Revolver

 

6/1/2022

 

2,576,787

 

FineLine Technologies, Inc. — Revolver

 

11/2/2021

 

2,620,724

 

Great Expressions Dental Centers PC — Delayed Draw Term Loan

 

9/28/2023

 

667,000

 

Great Expressions Dental Centers PC — Revolver

 

9/28/2022

 

183,386

 

International Entertainment Investments Limited — Delayed Draw Term Loan

 

2/28/2022

 

558,414

 

K-Mac Holdings Corp. — Revolver

 

12/20/2021

 

1,440,000

 

Lakeland Tours, LLC — Delayed Draw Term Loan

 

12/8/2024

 

186,596

 

McKissock, LLC — Revolver

 

8/5/2019

 

2,125,050

 

PRCC Holdings, Inc. — Revolver

 

2/1/2021

 

3,541,750

 

Solaray, LLC — Revolver

 

9/9/2022

 

8,500,200

 

Sovos Compliance, LLC — Delayed Draw Term Loan

 

3/1/2022

 

4,838,710

 

Sovos Compliance, LLC — Revolver

 

3/1/2022

 

1,451,615

 

Stanton Carpet Corp. — Revolver

 

11/21/2022

 

4,250,100

 

TEI Holdings Inc. — Revolver

 

12/20/2022

 

4,250,100

 

Tidel Engineering, L.P. — Revolver

 

3/1/2023

 

5,666,800

 

Winchester Electronics Corporation — Revolver

 

6/30/2021

 

4,250,100

 

Zywave, Inc. — Revolver

 

11/17/2022

 

991,316

 

Total First Lien Senior Secured Loans

 

 

 

$

93,544,434

 

Second Lien Senior Secured Loans

 

 

 

 

 

NPC International, Inc. — Delayed Draw Term Loan

 

4/18/2025

 

8,000,716

 

Total Second Lien Senior Secured Loans

 

 

 

$

8,000,716

 

Other Unfunded Commitments

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC

 

 

 

9,735,064

 

Total Other Unfunded Commitments

 

 

 

$

9,735,064

 

Total

 

 

 

$

111,280,214

 

 


(1)         Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

 

(2)         Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2017.

 

(3)         Unfunded commitments represent unfunded commitments to fund investments, excluding our investment in ABCS as of December 31, 2017.

 

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Contingencies

 

In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.

 

Note 11. Earnings Per Share

 

In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of September 30, 2018 and December 31, 2017, there were no dilutive shares.

 

The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the three and nine months ended September 30, 2018 and 2017:

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

Basic and diluted

 

2018

 

2017

 

2018

 

2017

 

Net increase in net assets from operations

 

$

18,990,852

 

$

7,201,939

 

$

36,517,070

 

$

12,384,779

 

Weighted average common shares outstanding

 

41,733,013

 

24,921,589

 

35,461,497

 

17,725,983

 

Earnings per common share-basic and diluted

 

$

0.46

 

$

0.29

 

$

1.03

 

$

0.70

 

 

Note 12. Financial Highlights

 

The following is a schedule of financial highlights for the nine months ended September 30, 2018 and 2017:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Per share data:

 

 

 

 

 

Net asset value at beginning of period

 

$

20.30

 

$

20.10

 

Net investment income (1)

 

1.02

 

0.53

 

Net realized loss (1) (7)

 

(0.23

)

(0.01

)

Net change in unrealized appreciation (1) (2) (8)

 

0.19

 

0.10

 

Net increase in net assets resulting from operations (1) (9) (10)

 

0.98

 

0.62

 

Stockholder distributions from net investment income (3)

 

(1.11

)

(0.39

)

 

 

 

 

 

 

Net asset value at end of period

 

$

20.17

 

$

20.33

 

 

 

 

 

 

 

Net assets at end of period

 

$

883,961,230

 

$

506,896,246

 

Shares outstanding at end of period

 

43,821,595.55

 

24,931,841.86

 

Total return based on net asset value (4)

 

4.92

%

3.10

%

Ratios:

 

 

 

 

 

Ratio of net investment income to average net assets (5) (12) (13)

 

6.95

%

3.43

%

Ratio of total net expenses to average net assets (5) (12) (13)

 

5.27

%

1.84

%

Supplemental data:

 

 

 

 

 

Ratio of interest and debt financing expenses to average net assets (5) (12)

 

3.01

%

0.22

%

Ratio of net expenses (without incentive fees) to average net assets (5) (12)

 

4.63

%

1.72

%

Ratio of incentive fees, net of incentive fee waivers to average net assets (5) (11) (13)

 

0.63

%

0.12

%

Average debt outstanding

 

$

454,823,626

 

$

8,187,767

 

Portfolio turnover (6)

 

18.48

%

8.65

%

Total committed capital, end of period

 

$

1,256,069,125

 

$

1,255,119,125

 

Ratio of total contributed capital to total committed capital, end of period

 

70.02

%

40.04

%

 


(1)

 

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

 

Net change in unrealized appreciation on investments per share may not be consistent with the consolidated statements of operations due to the timing of shareholder transactions.

(3)

 

The per share data for distributions reflects the actual amount of distributions declared during the period.

(4)

 

Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan. Total return has not been annualized.

 

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(5)

 

The computation of average net assets during the period is based on averaging net assets for the period reported.

(6)

 

Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the period reported.

(7)

 

Net realized loss includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts and net realized gain (loss) on foreign currency transactions.

(8)

 

Net change in unrealized appreciation includes net change in unrealized appreciation (depreciation) on investments, net change in unrealized appreciation (depreciation) on forward currency exchange contracts and net change in unrealized appreciation (depreciation) on foreign currency translation.

(9)

 

The sum of quarterly per share amounts may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.

(10)

 

Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase in net assets per share on the consolidated statements of operations due to rounding.

(11)

 

Ratio is not annualized.

(12)

 

Ratio is annualized. Incentive fees included within the ratio are not annualized.

(13)

 

Ratio of voluntary incentive fee waiver to average net assets was 0.23% for the nine months ended September 30, 2018 (Note 5). The ratio of net investment income without the voluntary incentive fee waiver to average net assets for the nine months ended September 30, 2018 would be 6.73%. The ratio of total expenses without the voluntary incentive fee waiver to average net assets for the nine months ended September 30, 2018 would be 5.49%. There was no impact for the nine months ended September 30, 2017.

 

Note 13. Subsequent Events

 

On October 5, 2018, the Company filed a registration statement (the “Registration Statement”) with the SEC related to an initial public offering of the Company’s common stock (the “Proposed Initial Public Offering”). The Company intends to use substantially all of the proceeds from the offering, net of expenses, to repay a portion of its outstanding indebtedness. The Company intends to use any remaining proceeds to make investments in accordance with its investment objectives and strategies and for general corporate purposes. The timing of the Proposed Initial Public Offering is uncertain and there is no guarantee it will occur. The SEC has not declared the Registration Statement effective and securities may not be sold, nor may offers to buy the securities be accepted, prior to the time this registration statement becomes effective.

 

On October 11, 2018, the Board approved, subject to completion of the Proposed Initial Public Offering, an Amended and Restated Investment Advisory Agreement. Beginning with the calendar quarter that commences January 1, 2019, this Amended and Restated Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

You should read the following analysis of our financial condition and results of operations in conjunction with our financial statements and related notes appearing in our Annual Report on Form 10-K (the “Annual Report”) for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2018. The information contained in this section should also be read in conjunction with our unaudited financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

 

Overview

 

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by BCSF Advisors, LP (our “Advisor” or “BCSF Advisors”), a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator” or “BCSF Advisors”). Since we commenced operations on October 13, 2016 through September 30, 2018, we have invested approximately $1,727.9 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

 

Our primary focus is capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We generally seek to retain effective voting control in respect of the loans or particular classes of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender. We may also invest in mezzanine debt and other junior securities, including common and preferred equity, on an opportunistic basis, and in secondary purchases of assets or portfolios but such investments are not the principal focus of our investment strategy. In addition, we may invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

 

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.

 

Investments

 

We expect that our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

 

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

 

As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.

 

Market Overview

 

With respect to returns, while loan spreads have tightened in the past few quarters, yields have remained relatively stable due to upward movement in LIBOR rates. During recent quarters, the Advisor has also noted stable all-in-yields. In addition, as we move later in the credit cycle, the Advisor has observed that sponsors and companies are more frequently utilizing EBITDA add-backs to demonstrate run-rate profitability. In an environment where the Advisor believes corporate profits are nearing cyclical peaks, the

 

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Advisor is increasingly skeptical of these add-backs and always incorporates such add-backs into its loan underwriting process. Despite the aforementioned headwinds, the Advisor continues to believe the investment set broadly provides attractive risk/return investment opportunities for the Company although caution is warranted.

 

Revenues

 

We primarily generate revenue in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.

 

Our debt investment portfolio consists of primarily floating rate loans. As of September 30, 2018 and December 31, 2017, 95.6% and 98.4%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as LIBOR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

 

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.

 

Expenses

 

Our primary operating expenses include the payment of fees to our Advisor under the investment advisory agreement (the “Investment Advisory Agreement”), our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

 

·                  our initial organization costs incurred prior to the commencement of our operations;

 

·                  operating costs incurred prior to the commencement of our operations;

 

·                  costs of calculating our net asset value (including the cost and expenses of any third-party valuation services);

 

·                  fees and expenses payable to third parties relating to evaluating, making and disposing of investments, including our Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments, monitoring our investments and, if necessary, enforcing our rights;

 

·                  interest payable on debt, if any, incurred to finance our investments;

 

·                  costs of effecting sales and repurchases of our common stock and other securities;

 

·                  the base management fee and any incentive fee;

 

·                  distributions on our common stock;

 

·                  transfer agent and custody fees and expenses;

 

·                  the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;

 

·                  other expenses incurred by BCSF Advisors or us in connection with administering our business, including payments made to third-party providers of goods or services;

 

·                  brokerage fees and commissions;

 

·                  federal and state registration fees;

 

·                  any stock exchange listing fees;

 

·                  U.S. federal, state and local taxes;

 

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·                  Independent Director fees and expenses;

 

·                  costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws;

 

·                  costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

 

·                  costs of holding stockholder meetings;

 

·                  our fidelity bond;

 

·                  directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

 

·                  litigation, indemnification and other non-recurring or extraordinary expenses;

 

·                  direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, staff, audit, compliance, tax and legal costs;

 

·                  fees and expenses associated with marketing efforts;

 

·                  dues, fees and charges of any trade association of which we are a member; and

 

·                  all other expenses reasonably incurred by us or the Administrator in connection with administering our business.

 

To the extent that expenses to be borne by us are paid by BCSF Advisors, we will generally reimburse BCSF Advisors for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our board of directors (our “Board”). The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.4 million and $0.2 million for the three months ended September 30, 2018 and 2017, respectively, and $0.8 million and $0.5 million for the nine months ended September 30, 2018 and 2017, respectively, which is included in other general and administrative expenses on the consolidated statement of operations. BCSF Advisors will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

 

We may also enter into additional credit facilities or other debt arrangements to partially fund our operations, and could incur costs and expenses including commitment, origination, or structuring fees and the related interest costs associated with any amounts borrowed.

 

Leverage

 

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 200% (or 150% if certain disclosure and approval requirements are met). Our Advisor plans to seek Board and stockholder approval to reduce our asset coverage ratio to 150% as soon as practical following the completion of the Proposed Initial Public Offering. If such approvals are obtained, our Advisor intends to amend the base management fee to implement a tiered management fee so that the base management fee of 1.5% will continue to apply to assets held at an asset coverage ratio of 200%, but a base management fee of 1.0% would apply to any amount of assets attributable to leverage decreasing our asset coverage ratio below 200%. We do not intend to change our primary focus of capitalizing on opportunities within our Senior Direct Lending strategy, which seeks to provide risk-adjusted returns and current income to our stockholders by investing primarily in middle market companies. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook.

 

Portfolio and Investment Activity

 

During the three months ended September 30, 2018, we invested $343.4 million in 52 portfolio companies, including ABCS as a single portfolio company, and had $65.1 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $278.3 million for the period.

 

During the three months ended September 30, 2017, we invested $69.4 million in 19 portfolio companies and had $7.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in net investments of $62.0 million for the period.

 

During the nine months ended September 30, 2018, we invested $716.8 million in 78 portfolio companies, including ABCS as a single portfolio company, and had $192.6 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $524.2 million for the period.

 

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During the nine months ended September 30, 2017, we invested $394.9 million in 50 portfolio companies and had $26.0 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $368.9 million for the period.

 

The following table shows the composition of the investment portfolio and associated yield data as of September 30, 2018:

 

 

 

As of September 30, 2018

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

Weighted
Average
Yield

 

First Lien Senior Secured Loans (1)

 

$

764,087,554

 

57.0

%

$

768,797,174

 

56.9

%

6.8

%

First Lien Last Out Loans (1)

 

29,740,058

 

2.2

 

30,397,170

 

2.2

 

8.3

 

Second Lien Senior Secured Loans (1)

 

214,158,341

 

16.0

 

215,053,521

 

15.9

 

9.5

 

Subordinated Debt(1)

 

24,702,741

 

1.8

 

24,700,000

 

1.8

 

13.2

 

Corporate Bonds (1)

 

33,898,598

 

2.5

 

33,175,470

 

2.5

 

8.2

 

Investment Vehicles (1) (2)

 

256,316,439

 

19.1

 

258,632,338

 

19.1

 

13.4

 

Equity Interest

 

16,905,906

 

1.3

 

18,616,855

 

1.4

 

N/A

 

Preferred Equity

 

1,952,879

 

0.1

 

2,070,053

 

0.2

 

N/A

 

Total (1)

 

$

1,341,762,516

 

100.0

%

$

1,351,442,581

 

100.0

%

8.7

%

 


(1)         Computed for debt investments based upon the annual interest rate at September 30, 2018, divided by the total par amount of investments. For investments with floating interest rates, the yield calculation is computed using the contract rate at September 30, 2018. Weighted average yield for Investment Vehicles represents the weighted average levered yield of our proportionate investment in ABCS at September 30, 2018. Weighted average yield for Investment Vehicles is computed based upon (1) the weighted average of the interest rate of investments held by ABCS less (2) the weighted average interest rate of the ABCS Facility, as defined below, divided by our par amount in ABCS. Total weighted average yield is the weighted average of the yields of the debt investments and the Investment Vehicles in ABCS. The weighted average yield does not represent the total return to our stockholders.

 

(2)         Represents equity investment in ABCS.

 

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2017:

 

 

 

As of December 31, 2017

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

Weighted
Average
Yield

 

First Lien Senior Secured Loans (1)

 

$

478,807,128

 

58.3

%

$

485,319,396

 

58.4

%

6.2

%

First Lien Last Out Loans (1)

 

29,329,934

 

3.6

 

30,515,994

 

3.7

 

7.8

 

Second Lien Senior Secured Loans (1)

 

115,414,976

 

14.1

 

117,467,412

 

14.1

 

9.4

 

Corporate Bonds (1)

 

8,478,000

 

1.0

 

8,138,880

 

1.0

 

7.8

 

Investment Vehicles (1) (2)

 

178,052,288

 

21.7

 

178,409,807

 

21.4

 

13.0

 

Equity Interest

 

9,227,719

 

1.1

 

9,763,092

 

1.2

 

N/A

 

Preferred Equity

 

1,952,879

 

0.2

 

1,963,490

 

0.2

 

N/A

 

Total (1)

 

$

821,262,924

 

100.0

%

$

831,578,071

 

100.0

%

8.2

%

 


(1)         Computed for debt investments based upon the annual interest rate at December 31, 2017, divided by the total par amount of investments. For investments with floating interest rates, the yield calculation is computed using the contract rate at December 31, 2017. Weighted average yield for Investment Vehicles represents the weighted average levered yield of our proportionate investment in ABCS at December 31, 2017. Weighted average yield for Investment Vehicles is computed based upon (1) the weighted average of the interest rate of investments held by ABCS less (2) the weighted average interest rate of the ABCS Facility, divided by our par amount in ABCS. Total weighted average yield is the weighted average of the yields of the debt investments and the Investment Vehicles in ABCS. The weighted average yield does not represent the total return to our stockholders.

 

(2)         Represents equity investment in ABCS.

 

The following table presents certain selected information regarding our investment portfolio as of September 30, 2018:

 

 

 

As of

 

 

 

September 30, 2018

 

Number of portfolio companies (2)

 

113

 

Percentage of debt bearing a floating rate (1)

 

95.6

%

Percentage of debt bearing a fixed rate (1) 

 

4.4

%

 

61


Table of Contents

 


(1)   Measured on a fair value basis.

 

(2)         Includes ABCS as a single portfolio company. For details of portfolio companies held within ABCS, refer to the selected financial data of ABCS.

 

The following table presents certain selected information regarding our investment portfolio as of December 31, 2017:

 

 

 

As of

 

 

 

December 31, 2017

 

Number of portfolio companies (2)

 

85

 

Percentage of debt bearing a floating rate (1)

 

98.4

%

Percentage of debt bearing a fixed rate (1) 

 

1.6

%

 


(1)         Measured on a fair value basis.

 

(2)         Includes ABCS as a single portfolio company. For details of portfolio companies held within ABCS, refer to the selected financial data of ABCS.

 

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of September 30, 2018:

 

 

 

As of September 30, 2018

 

 

 

Amortized Cost

 

Percentage at
Amortized Cost

 

Fair Value

 

Percentage at
Fair Value

 

Performing

 

$

1,341,762,516

 

100.0

%

$

1,351,442,581

 

100.0

%

Non-accrual

 

 

 

 

 

Total

 

$

1,341,762,516

 

100.0

%

$

1,351,442,581

 

100.0

%

 

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2017:

 

 

 

As of December 31, 2017

 

 

 

Amortized Cost

 

Percentage at
Amortized Cost

 

Fair Value

 

Percentage at
Fair Value

 

Performing

 

$

821,262,924

 

100.0

%

$

831,578,071

 

100.0

%

Non-accrual

 

 

 

 

 

Total

 

$

821,262,924

 

100.0

%

$

831,578,071

 

100.0

%

 

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

 

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents, foreign cash and restricted cash as of September 30, 2018:

 

 

 

As of September 30, 2018

 

 

 

Amortized Cost

 

Percentage of
Total

 

Fair Value

 

Percentage of
Total

 

Cash and cash equivalents

 

$

151,069,731

 

9.9

%

$

151,069,731

 

9.8

%

Foreign cash

 

1,684,252

 

0.1

 

1,666,238

 

0.1

 

Restricted cash

 

37,735,920

 

2.5

 

37,735,920

 

2.4

 

First Lien Senior Secured Loans

 

764,087,554

 

49.9

 

768,797,174

 

49.9

 

First Lien Last Out Loans

 

29,740,058

 

1.9

 

30,397,170

 

2.0

 

Second Lien Senior Secured Loans

 

214,158,341

 

14.0

 

215,053,521

 

13.9

 

Subordinated Debt

 

24,702,741

 

1.6

 

24,700,000

 

1.6

 

Corporate Bonds

 

33,898,598

 

2.2

 

33,175,470

 

2.2

 

Investment Vehicles (1)

 

256,316,439

 

16.7

 

258,632,338

 

16.8

 

Equity Interest

 

16,905,906

 

1.1

 

18,616,855

 

1.2

 

Preferred Equity

 

1,952,879

 

0.1

 

2,070,053

 

0.1

 

Total

 

$

1,532,252,419

 

100.0

%

$

1,541,914,470

 

100.0

%

 

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(1)                                 Represents equity investment in ABCS.

 

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2017:

 

 

 

As of December 31, 2017

 

 

 

Amortized Cost

 

Percentage of
Total

 

Fair Value

 

Percentage of
Total

 

Cash and cash equivalents

 

$

139,506,289

 

14.5

%

$

139,506,289

 

14.4

%

Foreign cash

 

1,383,845

 

0.1

 

1,411,855

 

0.1

 

First Lien Senior Secured Loans

 

478,807,128

 

49.8

 

485,319,396

 

49.9

 

First Lien Last Out Loans

 

29,329,934

 

3.0

 

30,515,994

 

3.1

 

Second Lien Senior Secured Loans

 

115,414,976

 

12.0

 

117,467,412

 

12.1

 

Corporate Bonds

 

8,478,000

 

0.9

 

8,138,880

 

0.8

 

Investment Vehicles (1)

 

178,052,288

 

18.5

 

178,409,807

 

18.4

 

Equity Interest

 

9,227,719

 

1.0

 

9,763,092

 

1.0

 

Preferred Equity

 

1,952,879

 

0.2

 

1,963,490

 

0.2

 

Total

 

$

962,153,058

 

100.0

%

$

972,496,215

 

100.0

%

 


(1)         Represents equity investment in ABCS.

 

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of September 30, 2018 (with corresponding percentage of total portfolio investments):

 

 

 

As of September 30, 2018

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

Investment Vehicles (1)

 

$

256,316,439

 

19.1

%

$

258,632,338

 

19.1

%

High Tech Industries

 

189,566,425

 

14.1

 

191,434,754

 

14.2

 

Healthcare & Pharmaceuticals

 

106,449,969

 

7.9

 

106,217,351

 

7.9

 

Services: Business

 

94,199,547

 

7.0

 

94,193,051

 

7.0

 

Aerospace & Defense

 

81,489,111

 

6.1

 

82,291,399

 

6.1

 

Hotel, Gaming & Leisure

 

72,571,003

 

5.4

 

73,530,045

 

5.4

 

Consumer Goods: Non-Durable

 

53,835,324

 

4.0

 

54,124,605

 

4.0

 

Transportation: Cargo

 

51,020,267

 

3.8

 

51,298,122

 

3.8

 

Capital Equipment

 

48,362,821

 

3.6

 

48,747,952

 

3.6

 

Retail

 

40,351,182

 

3.0

 

40,425,958

 

3.0

 

Containers, Packaging & Glass

 

35,366,817

 

2.6

 

35,335,491

 

2.6

 

Energy: Oil & Gas

 

30,580,293

 

2.3

 

30,731,999

 

2.2

 

Construction & Building

 

28,079,234

 

2.1

 

29,118,560

 

2.2

 

Wholesale

 

28,527,781

 

2.1

 

28,746,541

 

2.1

 

Insurance

 

24,902,551

 

1.9

 

24,867,121

 

1.8

 

Automotive

 

23,696,376

 

1.8

 

23,924,720

 

1.8

 

Energy: Electricity

 

22,419,958

 

1.7

 

22,417,787

 

1.7

 

Services: Consumer

 

21,029,247

 

1.6

 

21,206,727

 

1.6

 

Environmental Industries

 

19,098,906

 

1.4

 

19,533,532

 

1.4

 

Consumer Goods: Durable

 

17,174,674

 

1.3

 

17,334,702

 

1.3

 

Media: Broadcasting & Subscription

 

16,953,518

 

1.3

 

17,129,550

 

1.3

 

Beverage, Food & Tobacco

 

16,642,868

 

1.3

 

16,683,669

 

1.2

 

Telecommunications

 

15,266,863

 

1.1

 

15,202,035

 

1.1

 

Media: Diversified & Production

 

10,620,959

 

0.8

 

11,318,099

 

0.8

 

Real Estate

 

10,693,059

 

0.8

 

10,791,720

 

0.8

 

Utilities: Electric

 

9,885,536

 

0.7

 

9,063,470

 

0.7

 

Chemicals, Plastics & Rubber

 

7,370,290

 

0.5

 

7,742,816

 

0.6

 

Media: Advertising, Printing & Publishing

 

5,658,849

 

0.4

 

5,733,872

 

0.4

 

FIRE: Finance

 

3,632,649

 

0.3

 

3,664,595

 

0.3

 

Banking

 

 

0.0

 

 

0.0

 

Transportation: Consumer

 

 

0.0

 

 

0.0

 

Total

 

$

1,341,762,516

 

100.0

%

$

1,351,442,581

 

100.0

%

 

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Table of Contents

 


(1)           Represents equity investment in ABCS.

 

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2017 (with corresponding percentage of total portfolio investments):

 

 

 

As of December 31, 2017

 

 

 

Amortized Cost

 

Percentage of
Total Portfolio

 

Fair Value

 

Percentage of
Total Portfolio

 

Investment Vehicles (1)

 

$

178,052,288

 

21.7

%

$

178,409,807

 

21.4

%

High Tech Industries

 

105,919,464

 

12.9

 

106,185,758

 

12.8

 

Healthcare & Pharmaceuticals

 

68,318,089

 

8.3

 

68,687,910

 

8.3

 

Services: Business

 

60,000,491

 

7.3

 

60,598,544

 

7.3

 

Aerospace & Defense

 

44,021,059

 

5.4

 

44,898,545

 

5.4

 

Beverage, Food & Tobacco

 

35,301,640

 

4.3

 

35,673,127

 

4.3

 

Capital Equipment

 

31,499,131

 

3.8

 

32,104,902

 

3.9

 

Wholesale

 

27,025,660

 

3.3

 

27,187,662

 

3.3

 

Energy: Oil & Gas

 

26,472,225

 

3.2

 

26,957,462

 

3.2

 

Containers, Packaging & Glass

 

25,227,891

 

3.1

 

25,329,872

 

3.0

 

Automotive

 

24,194,235

 

3.0

 

24,512,807

 

2.9

 

Media: Diversified & Production

 

20,524,304

 

2.5

 

21,886,325

 

2.6

 

Consumer Goods: Non-Durable

 

20,925,794

 

2.6

 

21,241,067

 

2.6

 

Environmental Industries

 

19,064,227

 

2.3

 

20,256,052

 

2.4

 

Construction & Building

 

15,970,504

 

1.9

 

17,521,014

 

2.1

 

Consumer Goods: Durable

 

15,105,349

 

1.8

 

15,118,365

 

1.8

 

Media: Broadcasting & Subscription

 

14,927,621

 

1.8

 

15,019,941

 

1.8

 

Retail

 

14,389,584

 

1.8

 

14,416,081

 

1.7

 

Telecommunications

 

13,476,372

 

1.6

 

13,778,898

 

1.7

 

Insurance

 

12,192,503

 

1.5

 

12,238,811

 

1.5

 

Real Estate

 

10,644,272

 

1.3

 

10,863,204

 

1.3

 

Transportation: Cargo

 

10,508,551

 

1.3

 

10,734,350

 

1.3

 

Chemicals, Plastics & Rubber

 

8,441,194

 

1.0

 

8,996,750

 

1.1

 

Utilities: Electric

 

8,478,000

 

1.0

 

8,138,880

 

1.0

 

Media: Advertising, Printing & Publishing

 

5,918,148

 

0.7

 

6,020,680

 

0.7

 

Hotel, Gaming & Leisure

 

4,664,328

 

0.6

 

4,801,257

 

0.6

 

Banking

 

 

0.0

 

 

0.0

 

Transportation: Consumer

 

 

0.0

 

 

0.0

 

Total

 

$

821,262,924

 

100.0

%

$

831,578,071

 

100.0

%

 


(1)           Represents equity investment in ABCS.

 

Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

 

·                  assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

 

·                  periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

 

·                  comparisons to our other portfolio companies in the industry, if any;

 

·                  attendance at and participation in board meetings or presentations by portfolio companies; and

 

·                  review of monthly and quarterly financial statements and financial projections of portfolio companies.

 

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Table of Contents

 

Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

 

·                  An investment is rated 1 if, in the opinion of our Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.

 

·                  An investment is rated 2 if, in the opinion of our Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company’s performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.

 

·                  An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).

 

·                  An investment is rated 4 if, in the opinion of our Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.

 

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of September 30, 2018:

 

 

 

As of September 30, 2018

 

Investment Performance Rating

 

Fair
Value

 

Percentage of
Total

 

Number of
Companies

 

Percentage of
Total

 

1

 

$

11,856,145

 

0.9

%

2

 

1.8

%

2

 

1,330,522,966

 

98.4

 

110

 

97.3

 

3

 

9,063,470

 

0.7

 

1

 

0.9

 

4

 

 

 

 

 

Total

 

$

1,351,442,581

 

100.0

%

113

 

100.0

%

 

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2017:

 

 

 

As of December 31, 2017

 

Investment Performance Rating

 

Fair
Value

 

Percentage of
Total

 

Number of
Companies

 

Percentage of
Total

 

1

 

$

 

%

 

%

2

 

831,578,071

 

100.0

 

85

 

100.0

 

3

 

 

 

 

 

4

 

 

 

 

 

Total

 

$

831,578,071

 

100.0

%

85

 

100.0

%

 

Antares Bain Capital Complete Financing Solution

 

We have entered into a limited liability company agreement with Antares Midco Inc. (“Antares”) to invest in ABC Complete Financing Solution LLC, which makes investments through its subsidiary, Antares Bain Capital Complete Financing Solution LLC (together with ABC Complete Financing Solution LLC, “ABCS”). ABCS, an unconsolidated Delaware limited liability company, was formed on September 27, 2017 and commenced operations on November 29, 2017. ABCS’ principal purpose is to make investments, primarily in senior secured unitranche loans. We record our investment in ABCS at fair value. Distributions of income received from ABCS, if any, are recorded as dividend income from controlled investments in the consolidated statements of operations. Distributions received from ABCS in excess of income earned at ABCS, if any, are recorded as a return of capital and reduce the amortized cost of controlled affiliate investments.

 

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Table of Contents

 

We and Antares, as members of ABCS, have agreed to contribute capital up to (subject to the terms of our agreement) $950.0 million in aggregate to purchase equity interests in ABCS, with each member contributing up to $425.0 million and $525.0 million, respectively. Funding of such commitments generally requires the consent of both Antares Credit Opportunities Manager LLC and our Advisor on behalf of Antares and the Company, respectively. ABCS is capitalized with capital contributions from its members on a pro-rata basis based on their maximum capital contributions as transactions are funded after they have been approved.

 

Investment decisions of ABCS require the consent of both our Advisor and Antares Credit Opportunities Manager LLC, as representatives of us and Antares, respectively. Each of our Advisor and Antares source investments for ABCS. ABCS’s affairs are conducted by Antares Credit Opportunities Manager LLC, as manager of ABCS.

 

The following table shows the ABCS maximum capital contributions, contributions and unfunded capital contributions from its members as of September 30, 2018.

 

 

 

As of September 30, 2018

 

 

 

Maximum Capital
Contributions

 

Contributed
Capital

 

Unfunded Capital
Contributions

 

Bain Capital Specialty Finance, Inc.

 

$

425,000,000

 

$

257,626,698

 

$

167,373,302

 

Antares Midco Inc.

 

525,000,000

 

318,239,042

 

206,760,958

 

Total Investments

 

$

950,000,000

 

$

575,865,740

 

$

374,134,260

 

 

The following table shows the ABCS maximum capital contributions, contributions and unfunded capital contributions from its members as of December 31, 2017.

 

 

 

As of December 31, 2017

 

 

 

Maximum Capital
Contributions

 

Contributed
Capital

 

Unfunded Capital
Contributions

 

Bain Capital Specialty Finance, Inc.

 

$

425,000,000

 

$

178,052,288

 

$

246,947,712

 

Antares Midco Inc.

 

525,000,000

 

219,941,870

 

305,058,130

 

Total Investments

 

$

950,000,000

 

$

397,994,158

 

$

552,005,842

 

 

ABCS entered into a senior credit facility with JP Morgan on November 29, 2017 (the “ABCS Facility”). The ABCS Facility allows ABCS to borrow up to $1.5 billion subject to leverage and borrowing base restrictions. The maturity date of the ABCS Facility is November 29, 2022. As of September 30, 2018 and December 31, 2017, the ABCS Facility had $929.8 million and $592.1 million of outstanding debt under the credit facility, respectively. As of September 30, 2018 and December 31, 2017, the effective rate on the ABCS Facility was 5.09% and 4.30% per annum, respectively.

 

As of September 30, 2018 and December 31, 2017, ABCS held total investments at fair value of $1,492.3 million and $956.2 million, respectively. As of September 30, 2018 and December 31, 2017, ABCS’s portfolio was comprised of senior secured unitranche loans of 19 and 14 different borrowers, respectively. As of September 30, 2018 and December 31, 2017, there were no loans on non-accrual status. The portfolio companies in ABCS are in industries similar to those in which the Company may invest directly. Below is a summary of ABCS’s portfolio, followed by a portfolio listing as of September 30, 2018 and December 31, 2017:

 

 

 

As of

 

 

 

September 30, 2018

 

December 31, 2017

 

Total first lien senior secured loans (1)

 

$

1,496,894,149

 

$

956,536,905

 

Weighted average yield on first lien unitranche loans (2)

 

8.3

%

8.1

%

Largest loan to a single borrower (1)

 

$

119,186,478

 

$

106,231,058

 

Total of five largest loans to borrowers (1)

 

$

559,029,976

 

$

465,635,606

 

Number of borrowers in the ABCS

 

19

 

14

 

Commitments to fund delayed draw loans (3)

 

$

43,700,328

 

$

25,087,777

 

 


(1)                                 At principal amount.

 

(2)                                 Based on par amount.

 

(3)                                 As discussed above, these commitments have been approved by ABCS.

 

Below is certain summarized financial information for ABCS as of September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018:

 

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Table of Contents

 

Selected Balance Sheet Information

 

 

 

As of

 

 

 

September 30, 2018

 

December 31, 2017

 

Loans, net of allowance of $12,745,780 and $0, respectively (1)

 

$

1,474,881,810

 

$

956,184,609

 

Cash, restricted cash and other assets

 

40,707,358

 

33,348,801

 

Total assets

 

$

1,515,589,168

 

$

989,533,410

 

Debt (2)

 

$

926,058,511

 

$

587,657,029

 

Other liabilities

 

13,401,675

 

3,340,372

 

Total liabilities

 

$

939,460,186

 

$

590,997,401

 

Members’ equity

 

576,128,982

 

398,536,009

 

Total liabilities and members’ equity

 

$

1,515,589,168

 

$

989,533,410

 

 


(1)                                 ABCS is not considered an investment company and does not follow the accounting and reporting guidelines in ASC 946. ABCS applies an allowance for loan loss methodology prescribed by FASB topic ASC 310, Receivables, and FASB ASC 450 Contingencies.  The allowance for loan loss as of September 30, 2018 is a general allowance, there was no specific allowance for loan losses during the period.  The Company estimates a fair value for each loan in the ABCS portfolio, which is presented in the Antares Bain Capital Complete Financing Solution schedule of investments below, which is an input to the Company’s valuation of ABCS as a whole.

(2)                                 Net of $3.8 and $4.5 million deferred financing costs for the ABCS Facility, as of September 30, 2018 and December 31, 2017, respectively.

 

Selected Statement of Operations Information

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30, 2018

 

September 30, 2018

 

Interest income

 

$

29,224,155

 

$

72,352,543

 

Fee income

 

88,939

 

1,035,581

 

Total revenues

 

29,313,094

 

73,388,124

 

Credit facility expenses (1)

 

12,563,745

 

32,283,527

 

Other fees and expenses

 

13,848,375

 

16,326,361

 

Total expenses

 

26,412,120

 

48,609,888

 

Net investment income

 

2,900,974

 

24,778,236

 

Net realized gains

 

 

 

Net change in unrealized appreciation (depreciation) on investments

 

 

 

Net increase in members’ capital from operations

 

$

2,900,974

 

$

24,778,236

 

 


(1)                                 As of September 30, 2018 and December 31 2017, the ABCS Facility had $929.8 million and $592.1 million of outstanding debt, respectively.

 

Loan Origination and Structuring Fees

 

ABCS is obligated to pay sourcing fees to the applicable member, or its affiliate, that sources the deal. For the three and nine months ended September 30, 2018, the Company did not earn any sourcing fees.

 

67



Table of Contents

 

Antares Bain Capital Complete Financing Solution

 

Schedule of Investments

As of September 30, 2018

(Unaudited)

 

Portfolio Company

 

Spread Above
Index 
(1)

 

Interest Rate

 

Maturity Date

 

Principal/
Par Amount

 

Carrying Value

 

Fair Value (2)

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Winchester Electronics Corporation

 

L+ 6.50%

 

8.74

%

6/30/2022

 

$

11,209,129

 

11,209,128

 

11,209,129

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

11,209,128

 

11,209,129

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

PRCC Holdings, Inc. (6)

 

L+ 6.50%

 

8.75

%

2/1/2021

 

$

12,003,338

 

12,003,338

 

12,003,338

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

12,003,338

 

12,003,338

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC (9)

 

L+ 6.50%

 

8.84

%

9/9/2023

 

$

25,689,049

 

25,530,436

 

25,689,049

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

25,530,436

 

25,689,049

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L+ 5.75%

 

7.99

%

12/20/2022

 

$

2,480,981

 

2,480,981

 

2,480,981

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

2,480,981

 

2,480,981

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

Element Buyer, Inc.(14)

 

 

 

7/19/2025

 

$

 

 

(63,334

)

McKissock, LLC

 

L+ 5.75%

 

8.14

%

8/5/2021

 

$

2,611,626

 

2,611,626

 

2,611,626

 

Total Services: Business

 

 

 

 

 

 

 

 

 

2,611,626

 

2,548,292

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc. (13)

 

L+ 6.50%

 

8.87

%

12/1/2021

 

$

1,678,445

 

1,678,445

 

1,678,445

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

1,678,445

 

1,678,445

 

Total Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

55,513,954

 

55,609,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien senior secured loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

API Technologies Corp. (12)

 

L+ 6.00%

 

8.25

%

4/20/2024

 

$

118,454,372

 

117,084,473

 

117,862,100

 

Total Aerospace & Defense

 

 

 

 

 

 

 

 

 

117,084,473

 

117,862,100

 

Banking

 

 

 

 

 

 

 

 

 

 

 

 

 

Tidel Engineering, L.P.

 

L+ 6.25%

 

8.64

%

3/1/2024

 

$

80,924,185

 

80,924,185

 

81,733,427

 

Total Banking

 

 

 

 

 

 

 

 

 

80,924,185

 

81,733,427

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Abracon Group Holding, LLC

 

L+ 5.75%

 

8.08

%

7/18/2024

 

$

81,700,860

 

80,517,278

 

80,883,851

 

Aramsco, Inc.

 

L+ 5.25%

 

7.49

%

8/28/2024

 

$

50,469,044

 

49,475,319

 

49,712,008

 

Winchester Electronics Corporation

 

L+ 6.50%

 

8.73

%

6/30/2022

 

$

84,286,513

 

84,182,091

 

84,286,513

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

214,174,688

 

214,882,372

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Plastics Group, LLC

 

L+ 5.25%

 

7.35

%

8/1/2022

 

$

50,585,308

 

50,529,842

 

50,585,308

 

PRCC Holdings, Inc. (5)

 

L+ 6.50%

 

8.75

%

2/1/2021

 

$

74,600,327

 

74,600,327

 

74,600,327

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

125,130,169

 

125,185,635

 

Construction & Building

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanton Carpet Corp. (11)

 

L+ 5.50%

 

7.79

%

11/21/2022

 

$

61,334,534

 

61,278,330

 

61,334,534

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

61,278,330

 

61,334,534

 

Consumer Goods: Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Home Franchise Concepts, Inc.

 

L+ 5.00%

 

7.13

%

7/9/2024

 

$

72,381,714

 

72,033,992

 

71,657,897

 

Total Consumer Goods: Durable

 

 

 

 

 

 

 

 

 

72,033,992

 

71,657,897

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC (8)

 

L+ 6.50%

 

8.83

%

9/9/2023

 

$

85,806,327

 

85,806,327

 

85,806,327

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

85,806,327

 

85,806,327

 

Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

 

 

 

 

Amspec Services, Inc.

 

L+ 5.75%

 

8.09

%

7/2/2024

 

$

90,250,950

 

89,161,196

 

88,445,931

 

Total Energy: Oil & Gas

 

 

 

 

 

 

 

 

 

89,161,196

 

88,445,931

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L+ 5.75%

 

7.99

%

12/20/2022

 

$

82,215,157

 

82,060,449

 

82,215,157

 

Cruz Bay Publishing, Inc. (3)

 

L+ 5.75%

 

8.11

%

6/6/2019

 

$

11,646,589

 

11,646,589

 

11,646,589

 

Cruz Bay Publishing, Inc. (4)

 

L+ 6.75%

 

9.16

%

6/6/2019

 

$

3,889,335

 

3,889,335

 

3,889,335

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

97,596,373

 

97,751,081

 

Media: Diversified & Production

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficient Collaborative Retail Marketing Company, LLC

 

L+ 6.75%

 

9.14

%

6/15/2022

 

$

23,030,252

 

23,030,252

 

22,857,525

 

Efficient Collaborative Retail Marketing Company, LLC

 

L+ 6.75%

 

9.14

%

6/15/2022

 

$

33,741,229

 

33,029,405

 

33,488,170

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

56,059,657

 

56,345,695

 

Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

Batteries Plus Holding Corporation

 

L+ 6.75%

 

8.83

%

7/6/2022

 

$

68,156,203

 

68,156,203

 

68,156,203

 

Total Retail

 

 

 

 

 

 

 

 

 

68,156,203

 

68,156,203

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

Element Buyer, Inc.

 

L+ 5.25%

 

7.50

%

7/19/2025

 

$

85,500,900

 

83,886,496

 

85,287,148

 

McKissock, LLC

 

L+ 5.75%

 

8.14

%

8/5/2021

 

$

8,091,711

 

8,091,711

 

8,091,711

 

McKissock, LLC

 

L+ 5.75%

 

8.14

%

8/5/2021

 

$

42,249,930

 

41,882,258

 

42,566,804

 

TEI Holdings Inc. (10)

 

L+ 6.00%

 

8.39

%

12/20/2023

 

$

119,186,478

 

118,486,535

 

118,888,511

 

Total Services: Business

 

 

 

 

 

 

 

 

 

252,347,000

 

254,834,174

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc. (7)

 

L+ 6.50%

 

8.84

%

12/1/2021

 

$

112,719,663

 

112,361,043

 

112,719,663

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

112,361,043

 

112,719,663

 

Total First lien senior secured loan

 

 

 

 

 

 

 

 

 

1,432,113,636

 

1,436,715,039

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

1,487,627,590

 

$

1,492,324,273

 

Total Investments

 

 

 

 

 

 

 

 

 

$

1,487,627,590

 

$

1,492,324,273

 

 


(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at September 30, 2018. Certain investments are subject to a LIBOR interest rate floor.

(2) Fair Value determined by the Advisor.

(3) $158,063 of the total par amount for this security is at P + 4.75%.

(4) $52,785 of the total par amount for this security is at P + 5.75%.

(5) $393,462 of the total par amount for this security is at P + 5.50%.

(6) $62,615 of the total par amount for this security is at P + 5.50%.

(7) $283,215 of the total par amount for this security is at P + 5.50%.

(8) $218,341 of the total par amount for this security is at P + 5.50%.

(9) $64,715 of the total par amount for this security is at P + 5.50%.

(10) $298,713 of the total par amount for this security is at P + 5.00%.

(11) $1,494,638 of the total par amount for this security is at P + 5.50%.

(12) $296,878 of the total par amount for this security is at P + 5.00%.

(13) $2,229 of the total par amount for this security is at P + 5.50%.

(14) The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

 

68



Table of Contents

 

Antares Bain Capital Complete Financing Solution

 

Schedule of Investments

As of December 31, 2017

 

 

 

Spread Above

 

 

 

 

 

Principal/

 

 

 

 

 

Portfolio Company

 

Index (1)

 

Interest Rate

 

Maturity Date

 

Par Amount

 

Amortized Cost

 

Fair Value (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Winchester Electronics Corporation

 

L + 6.50%

 

8.17

%

6/30/2022

 

$

11,294,304

 

$

11,294,304

 

$

11,294,304

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

11,294,304

 

11,294,304

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

PRCC Holdings, Inc. (6)

 

L + 6.50%

 

8.08

%

2/1/2021

 

$

12,191,184

 

12,191,184

 

12,191,184

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

12,191,184

 

12,191,184

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC

 

L + 6.50%

 

8.07

%

9/9/2023

 

$

15,496,531

 

15,496,531

 

15,496,531

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

15,496,531

 

15,496,531

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L + 6.50%

 

8.19

%

12/20/2022

 

$

6,228,599

 

6,228,599

 

6,228,599

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

6,228,599

 

6,228,599

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

McKissock, LLC

 

L + 6.00%

 

7.94

%

8/5/2019

 

$

2,631,338

 

2,631,338

 

2,631,338

 

Total Services: Business

 

 

 

 

 

 

 

 

 

2,631,338

 

2,631,338

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc.

 

L + 6.50%

 

8.01

%

12/1/2021

 

$

7,654,382

 

7,654,382

 

7,654,382

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

7,654,382

 

7,654,382

 

Total Delayed Draw Term Loan

 

 

 

 

 

 

 

 

 

$

55,496,338

 

$

55,496,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

Banking

 

 

 

 

 

 

 

 

 

 

 

 

 

Tidel Engineering, L.P.

 

L + 6.25%

 

7.94

%

3/1/2024

 

$

80,924,185

 

80,924,185

 

80,924,185

 

Total Banking

 

 

 

 

 

 

 

 

 

80,924,185

 

80,924,185

 

Capital Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

Winchester Electronics Corporation

 

L + 6.50%

 

8.19

%

6/30/2022

 

$

75,343,060

 

75,272,510

 

75,272,510

 

Total Capital Equipment

 

 

 

 

 

 

 

 

 

75,272,510

 

75,272,510

 

Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

 

 

 

 

AP Plastics Group, LLC (3)

 

L + 6.25%

 

7.63

%

8/1/2022

 

$

50,972,104

 

50,972,104

 

50,972,104

 

PRCC Holdings, Inc. (5)

 

L + 6.50%

 

8.08

%

2/1/2021

 

$

75,780,714

 

75,780,714

 

75,780,714

 

Total Chemicals, Plastics & Rubber

 

 

 

 

 

 

 

 

 

126,752,818

 

126,752,818

 

 

69



Table of Contents

 

Construction & Building

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanton Carpet Corp. (7)

 

L + 6.50%

 

8.07

%

11/21/2022

 

$

65,131,658

 

65,131,658

 

65,131,658

 

Total Construction & Building

 

 

 

 

 

 

 

 

 

65,131,658

 

65,131,658

 

Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

Solaray, LLC

 

L + 6.50%

 

8.00

%

9/9/2023

 

$

86,461,350

 

86,179,604

 

86,179,604

 

Total Consumer Goods: Non-Durable

 

 

 

 

 

 

 

 

 

86,179,604

 

86,179,604

 

Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

 

 

 

 

Ansira Holdings, Inc.

 

L + 6.50%

 

8.19

%

12/20/2022

 

$

76,608,806

 

76,608,806

 

76,608,806

 

Cruz Bay Publishing, Inc.

 

L + 5.75%

 

7.13

%

6/6/2019

 

$

12,170,869

 

12,170,869

 

12,170,869

 

Cruz Bay Publishing, Inc. (4)

 

L + 6.75%

 

8.47

%

6/6/2019

 

$

4,064,416

 

4,064,416

 

4,064,416

 

Total Media: Advertising, Printing & Publishing

 

 

 

 

 

 

 

 

 

92,844,091

 

92,844,091

 

Media: Diversified & Production

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficient Collaborative Retail Marketing Company, LLC

 

L + 6.75%

 

8.44

%

6/15/2022

 

$

35,840,087

 

35,840,087

 

35,840,087

 

Total Media: Diversified & Production

 

 

 

 

 

 

 

 

 

35,840,087

 

35,840,087

 

Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

Batteries Plus Holding Corporation

 

L + 6.50%

 

8.32

%

7/6/2022

 

$

68,677,806

 

68,677,806

 

68,677,806

 

Total Retail

 

 

 

 

 

 

 

 

 

68,677,806

 

68,677,806

 

Services: Business

 

 

 

 

 

 

 

 

 

 

 

 

 

McKissock, LLC

 

L + 6.00%

 

7.94

%

8/5/2019

 

$

8,152,786

 

8,152,786

 

8,152,786

 

McKissock, LLC

 

L + 6.00%

 

7.94

%

8/5/2019

 

$

17,100,285

 

17,100,285

 

17,100,285

 

TEI Holdings Inc. (8)

 

L + 6.50%

 

8.13

%

12/20/2023

 

$

74,173,614

 

74,173,614

 

74,173,614

 

Total Services: Business

 

 

 

 

 

 

 

 

 

99,426,685

 

99,426,685

 

Transportation: Cargo

 

 

 

 

 

 

 

 

 

 

 

 

 

ENC Holding Corporation

 

L + 6.50%

 

8.05

%

2/8/2023

 

$

71,062,151

 

71,062,151

 

71,062,151

 

Total Transportation: Cargo

 

 

 

 

 

 

 

 

 

71,062,151

 

71,062,151

 

Transportation: Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct Travel, Inc.

 

L + 6.50%

 

7.95

%

12/1/2021

 

$

98,576,676

 

98,576,676

 

98,576,676

 

Total Transportation: Consumer

 

 

 

 

 

 

 

 

 

98,576,676

 

98,576,676

 

Total First Lien Senior Secured Loan

 

 

 

 

 

 

 

 

 

$

900,688,271

 

$

900,688,271

 

Total Corporate Debt

 

 

 

 

 

 

 

 

 

$

956,184,609

 

$

956,184,609

 

Total Investments

 

 

 

 

 

 

 

 

 

$

956,184,609

 

$

956,184,609

 

 


(1) The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (‘‘LIBOR’’ or ‘‘L’’) or the Prime Rate (‘‘Prime’’ or ‘‘P’’) which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR and the current weighted average interest rate in effect at December 31, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor.

(2) Fair Value determined by the Advisor.

(3) $128,932 of the total par amount for this security is at P + 5.25%.

(4) $52,785 of the total par amount for this security is at P + 5.75%.

(5) $393,462 of the total par amount for this security is at P + 5.50%.

(6) $62,615 of the total par amount for this security is at P + 5.50%.

(7) $163,237 of the total par amount for this security is at P + 5.50%.

(8) $186,836 of the total par amount for this security is at P + 5.50%.

 

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Results of Operations

 

Our operating results for the three months ended September 30, 2018 and 2017 were as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Total investment income from non-controlled/non-affiliate investments

 

$

20,361,875

 

$

7,793,040

 

Total investment income from controlled affiliate investments

 

6,300,533

 

24,060

 

Total expenses, net of fee waivers

 

12,763,157

 

2,215,188

 

Net investment income after taxes

 

13,899,251

 

5,601,912

 

Net realized gain (loss) non-controlled/non-affiliate on investments

 

(3,174,983

)

48,735

 

Net realized loss on foreign currency transactions

 

(102,909

)

(583,149

)

Net realized gain on forward currency exchange contracts

 

177,172

 

 

Net change in unrealized appreciation (depreciation) on foreign currency translation

 

(17,216

)

448,252

 

Net change in unrealized appreciation (depreciation) on forward currency exchange contracts

 

1,529,008

 

(1,234,706

)

Net change in unrealized appreciation on investments

 

7,123,429

 

2,920,895

 

Net change in unrealized (depreciation) on controlled affiliate investments

 

(442,900

)

 

Net increase in net assets resulting from operations

 

$

18,990,852

 

$

7,201,939

 

 

Operating results of the Company for the nine months ended September 30, 2018 and 2017 were as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Total investment income from non-controlled/non-affiliate investments

 

$

49,006,359

 

$

14,556,782

 

Total investment income from controlled affiliate investments

 

16,540,122

 

31,906

 

Total expenses, net of fee waivers

 

29,390,110

 

5,202,734

 

Excise tax expense

 

309

 

 

Net investment income after taxes

 

36,156,062

 

9,385,954

 

Net realized gain (loss) on non-controlled/non-affiliate investments

 

(5,020,860

)

81,336

 

Net realized loss on foreign currency transactions

 

(367,422

)

(2,104

)

Net realized loss on forward currency exchange contracts

 

(2,695,967

)

(220,006

)

Net change in unrealized appreciation (depreciation) on foreign currency translation

 

(42,762

)

9,170

 

Net change in unrealized appreciation (depreciation) on forward currency exchange contracts

 

9,123,101

 

(2,643,944

)

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliate investments

 

(2,197,073

)

5,774,373

 

Net change in unrealized appreciation on controlled affiliate investments

 

1,561,991

 

 

Net increase in net assets resulting from operations

 

$

36,517,070

 

$

12,384,779

 

 

Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.

 

Investment Income

 

During the three months ended September 30, 2018, our investment income was comprised of $26.7 million of interest income and other income, which includes $0.5 million from the accretion of discounts, and $6.1 million of dividend income from the distribution from ABCS. During the three months ended September 30, 2017, the Company’s investment income was comprised of $7.8 million of interest income, which includes $0.2 million from the accretion of discounts.

 

The increase in investment income for the three months ended September 30, 2018 from the comparable period in 2017 was primarily driven by the increase in the size of our investment portfolio and increased distribution income from ABCS as a result our increased investment in ABCS and an increase in the size of the underlying ABCS portfolio. As of September 30, 2018, the size of our investment portfolio increased to $1,341.8 million from $475.9 million as of September 30, 2017, at amortized cost, and total principal amount of investments outstanding increased to $1,349.4 million from $486.7 million as of September 30, 2017. As of September 30, 2018, the weighted average yield of our first and second lien debt increased to 7.4% from 6.5% as of September 30, 2017, based on par amount, due to the addition of higher yielding assets and an increase in base rates, primarily LIBOR.

 

During the nine months ended September 30, 2018, our investment income was comprised of $65.5 million of interest income and other income, which includes $1.3 million from the accretion of discounts, and $16.0 million of dividend income from the

 

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distribution from ABCS. During the nine months ended September 30, 2017, the Company’s investment income was comprised of $14.6 million of interest income, which includes $0.5 million from the accretion of discounts, as well as $0.1 million of other income.

 

The increase in investment income for the nine months ended September 30, 2018 from the comparable period in 2017 was primarily driven by the increase in the size of our investment portfolio and increased distribution income from ABCS as a result our increased investment in ABCS and an increase in the size of the underlying ABCS portfolio. As of September 30, 2018, the size of our investment portfolio increased to $1,341.8 million from $475.9 million as of September 30, 2017, at amortized cost, and total principal amount of investments outstanding increased to $1,349.4 million from $486.7 million as of September 30, 2017. As of September 30, 2018, the weighted average yield of our first and second lien debt increased to 7.4% from 6.5% as of September 30, 2017, based on par amount, due to the addition of higher yielding assets and an increase in base rates, primarily LIBOR.

 

We commenced investment operations on October 13, 2016. We did not start earning interest from investments, which includes income from accretion of discounts, amortization of premiums and origination fees, until October 2016.

 

Operating Expenses

 

The composition of our operating expenses for the three months ended September 30, 2018 and 2017 was as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Interest and debt financing expenses

 

$

6,523,738

 

$

223,945

 

Amortization of deferred offering costs

 

 

106,152

 

Base management fee

 

2,319,541

 

856,260

 

Incentive fee

 

3,241,992

 

240,003

 

Professional fees

 

899,756

 

506,756

 

Directors fees

 

67,776

 

68,250

 

Other general and administrative expenses

 

329,917

 

213,822

 

Total expenses, before fee waivers

 

$

13,382,720

 

$

2,215,188

 

Incentive fee waiver

 

(619,563

)

 

Total expenses, net of fee waivers

 

$

12,763,157

 

$

2,215,188

 

 

The composition of our operating expenses for the nine months ended September 30, 2018 and 2017 was as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Interest and debt financing expenses

 

$

16,137,857

 

$

621,853

 

Amortization of deferred offering costs

 

 

314,995

 

Base management fee

 

5,821,384

 

1,704,975

 

Incentive fee

 

6,157,643

 

449,824

 

Professional fees

 

1,739,723

 

1,406,462

 

Directors fees

 

202,937

 

204,312

 

Other general and administrative expenses

 

954,327

 

500,313

 

Total expenses, before waivers

 

$

31,013,871

 

$

5,202,734

 

Incentive fee waiver

 

(1,623,761

)

 

Total expenses, net of fee waivers

 

$

29,390,110

 

$

5,202,734

 

 

Interest and Debt Financing Expenses

 

Interest and debt financing expenses includes interest, amortization of deferred financing costs, upfront commitment fees and fees on the unused portion of the revolving credit facility (the “Revolving Credit Facility”) with Sumitomo Mitsui Banking Corporation (“SMBC”), the revolving credit agreement (the “BCSF Revolving Credit Facility”, together with the Revolving Credit Facility, the “Revolving Credit Facilities”), with Goldman Sachs Bank USA and the 2018-1 Notes, together with the Revolving Credit Facilities, the “Debt Facilities”. As of September 30, 2018, the Debt Facilities had an outstanding balance of $599.3 million. As of December 31, 2017, the Revolving Credit Facility and the BCSF Revolving Credit Facility had a combined outstanding balance of $451.0 million. Interest and debt financing expenses for the three months ended September 30, 2018 and 2017 were approximately $6.5 million and $0.2 million, respectively. Interest and debt financing expenses for the nine months ended September 30, 2018 and 2017 were approximately $16.1 million and $0.6 million, respectively. Such increases were driven by increased drawings under the Debt Facilities related to increased deployment of capital for investments.

 

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The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 4.23% and 3.40% as of September 30, 2018 and December 31, 2017, respectively.

 

Net Realized and Unrealized Gains and Losses

 

For the three months ended September 30, 2018, we had $6.7 million in net unrealized appreciation on investments on 157 investments in 113 portfolio companies. Unrealized appreciation increased for the three months ended September 30, 2018 due to net positive valuation adjustments of $5.3 million and a reversal of unrealized depreciation of $2.6 million from one portfolio company due to an exit.  This unrealized appreciation was offset by $1.2 million depreciation due to foreign currency fluctuations on foreign currency denominated assets.  The depreciation due to foreign currency fluctuations on foreign denominated assets was offset by $1.6 million of net realized and unrealized gains on forward currency exchange contracts and foreign currency transactions.

 

During the three months ended September 30, 2018, we had sales and principal repayments of $65.1 million resulting in $3.2 million of net realized losses on investments, primarily due to the under-performance of one portfolio company.

 

For the three months ended September 30, 2017, we had $2.9 million in net unrealized appreciation on investments on 76 investments in 56 portfolio companies. Unrealized appreciation for the three months ended September 30, 2017 resulted from an increase in fair value, primarily due to positive valuation adjustments. During the three months ended September 30, 2017, we entered into forward currency exchange contracts to reduce our exposure to foreign currency exchange rate fluctuations. For the three months ended September 30, 2017, we had $1.2 million in net unrealized depreciation on forward currency exchange contracts, which was offset by an increase in the net unrealized appreciation on our investments due to foreign currency fluctuations.

 

During the three months ended September 30, 2017, we had sales and principal repayments of $7.4 million resulting in $0.1 million of net realized gains on investments.

 

For the nine months ended September 30, 2018, we had $0.6 million in net unrealized depreciation on investments on 157 investments in 113 portfolio companies.   Net unrealized depreciation for the nine months ended September 30, 2018 was comprised of $4.1 million of positive valuation adjustments, which were offset by depreciation due to fluctuations in foreign currency exchange rates on foreign currency denominated assets of $4.7 million.  The depreciation due to foreign currency fluctuations on foreign denominated assets was offset by $6.0 million of net realized and unrealized gains on forward currency exchange contracts and foreign currency transactions.

 

During the nine months ended September 30, 2018, we had sales and principal repayments of $192.6 million resulting in $5.0 million of net realized losses on investments, primarily due to the under-performance of one portfolio company.

 

For the nine months ended September 30, 2017, we had $5.8 million in net unrealized appreciation on investments on 76 investments in 56 portfolio companies. Unrealized appreciation for the nine months ended September 30, 2017 resulted from an increase in fair value, primarily due to positive valuation adjustments. During the nine months ended September 30, 2017, we entered into forward currency exchange contracts to reduce our exposure to foreign currency exchange rate fluctuations. For the nine months ended September 30, 2017, we had $2.6 million in net unrealized depreciation on forward currency exchange contracts, which was offset by an increase in the net unrealized appreciation on our investments due to foreign currency fluctuations.

 

During the nine months ended September 30, 2017, we had sales and principal repayments of $26.0 million resulting in $0.1 million of net realized gains on investments.

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

For the three months ended September 30, 2018 and 2017, the net increase in net assets resulting from operations was $19.0 million and $7.2 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended September 30, 2018 and 2017, our per share net increase in net assets resulting from operations was $0.46 and $0.29, respectively.

 

For the nine months ended September 30, 2018 and 2017, the net increase in net assets resulting from operations was $36.5 million and $12.4 million, respectively. Based on the weighted average shares of common stock outstanding for the nine months ended September 30, 2018 and 2017, our per share net increase in net assets resulting from operations was $1.03 and $0.70, respectively.

 

Cash Flows

 

For the nine months ended September 30, 2018, cash, foreign cash, restricted cash and cash equivalents increased by $49.6 million. During the same period, we used $447.4 million in operating activities, primarily as a result of purchases of investments, slightly offset by proceeds from principal payments of investments. During the nine months ended September 30, 2018, we generated $497.4 million from financing activities, primarily from borrowings on our Revolving Credit Facilities, issuance of 2018-1 Notes and the issuance of common stock, offset by repayments on our Revolving Credit Facilities.

 

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For the nine months ended September 30, 2017, cash, foreign cash and cash equivalents decreased by $28.2 million. During the same period, we used $358.4 million in operating activities, primarily as a result of purchases of investments, slightly offset by proceeds from principal payments of investments. During the nine months ended September 30, 2017, we generated $329.6 million from financing activities, primarily from issuance of common stock reduced by net repayments on our Revolving Credit Facility.

 

Financial Condition, Liquidity and Capital Resources

 

At September 30, 2018 and December 31, 2017, we had $190.5 million and $140.9 million in cash, foreign cash, restricted cash and cash equivalents, respectively. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our common shares.

 

We expect to generate additional cash from (1) future offerings of our common or preferred shares; (2) borrowings from our Revolving Credit Facilities and from other banks or lenders; and, (3) cash flows from operations.

 

At September 30, 2018 cash on hand, combined with our uncalled capital commitments of $376.6 million and $351.4 million undrawn amount on our Revolving Credit Facilities, is expected to be sufficient for our investing activities and to conduct our operations for at least the next twelve months.

 

Capital Share Activity

 

We have entered into Subscription Agreements with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, we require investors to fund drawdowns to purchase our common shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 business days’ prior notice. As of September 30, 2018 and December 31, 2017, we had received capital commitments of $1.3 billion, of which $10.8 million was from our Advisor. As of September 30, 2018, we had received capital contributions totaling $879.5 million, of which $7.8 million was from our Advisor. As of December 31, 2017, we had received capital contributions totaling $502.6 million, of which $4.8 million was from our Advisor.

 

During the nine months ended September 30, 2018, pursuant to the Subscription Agreements, we delivered capital drawdown notices to our investors relating to the issuance of 6,163,522.89 shares of our common stock at $20.35 per share for an aggregate offering of $125.4 million, 6,160,339.16 shares of our common stock at $20.38 per share for an aggregate offering of $125.5 million and  6,245,548.12 shares of our common stock at $20.17 per share for an aggregate offering of $126.0 million. During the nine months ended September 30, 2018, we received additional capital commitments of $950,000. During the nine months ended September 30, 2017, we received additional capital commitments of $708.7 million, and pursuant to the Subscription Agreements, we delivered capital drawdown notices to our investors relating to the issuance of 5,430,375.07 of shares of our common stock at $20.10 for an aggregate offering of $109.2 million, 5,850,854.57 shares of our common stock at $20.23 per share for an aggregate offering of $118.4 million and 8,131,000.10 shares of our common stock at $20.32 per share for an aggregate offering of $165.2 million. Proceeds from the issuance were used to fund our investing activities and for other general corporate purposes.

 

As of September 30, 2018 and December 31, 2017, we received all amounts relating to the capital drawdown notices. During the nine months ended September 30, 2018, we issued 276,373.39 shares of our common stock to investors who have opted into our dividend reinvestment plan. During the nine months ended September 30, 2017, we issued 28,730.04 shares of our common stock to investors who have opted into our dividend reinvestment plan.

 

Debt

 

Debt consisted of the following as of September 30, 2018 and December 31, 2017:

 

Revolving Credit Agreement

 

On December 22, 2016, we entered into the revolving credit agreement (the “Revolving Credit Agreement”). The maximum commitment amount under the Revolving Credit Facility was $150.0 million, and may be increased up to $350.0 million (“Maximum Commitment”) with the consent of SMBC or reduced upon our request. Effective July 31, 2018, we reduced the commitment amount under the Revolving Credit Facility to $85.0 million. Proceeds under the Revolving Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The Revolving Credit Agreement contains certain covenants, including maintaining an asset coverage ratio of total assets to total borrowings of at least 200%. As of September 30, 2018 and December 31, 2017, we were in compliance with these covenants. Our obligations under the Revolving Credit Agreement are secured by the capital commitments and capital contributions.

 

Borrowings under the Revolving Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin. As of September 30, 2018 and December 31, 2017, the Revolving Credit Facility was accruing interest expense at a rate of

 

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LIBOR plus 1.40%. We pay an unused commitment fee of: (a) where the Maximum Commitment which is unused on such date is greater than fifty (50) percent of the Maximum Commitment, a rate of 20 basis points (0.20%) per annum; or (b) where the Maximum Commitment which is unused on such date is less than or equal to fifty (50) percent of the Maximum Commitment, a rate of 15 basis points (0.15%) per annum. Interest is payable in arrears either on a one month, two month, three month or six month LIBOR period. Any amounts borrowed under the Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) December 22, 2019; (b) the date upon which SMBC declares the obligations, or the obligations become, due and payable after the occurrence of an event of default under the Revolving Credit Facility; (c) the date upon which we terminate the commitments under the Revolving Credit Facility; and (d) 45 days prior to the earlier of (1) the date upon which the commitment period under the subscription agreements terminates and (2) the date upon which the ability to make capital calls and receive capital contributions otherwise terminates.

 

As of September 30, 2018, we had $83.6 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. As of December 31, 2017, we had $150.0 million outstanding on the Revolving Credit Facility and we were in compliance with the terms of the Revolving Credit Facility. We intend to continue to utilize the Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes. See “Note 6. Borrowings” for more detail on the Revolving Credit Facility.

 

Costs of $1.1 million were incurred in connection with obtaining the Revolving Credit Agreement which have been recorded as deferred financing costs on the consolidated statements of assets and liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method.  The balance of the unamortized deferred financing costs related to the Revolving Credit Agreement were $0.4 million and $0.7 million as of September 30, 2018 and December 31, 2017, respectively.

 

For the three months ended September 30, 2018 and 2017, the components of interest expense related to the Revolving Credit Facility were as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

834,481

 

$

60,412

 

Unused facility fee

 

5,162

 

71,300

 

Amortization of deferred financing costs and upfront commitment fees

 

92,233

 

92,233

 

Total interest and debt financing expenses

 

$

931,876

 

$

223,945

 

 

For the nine months ended September 30, 2018 and 2017, the components of interest expense related to the Revolving Credit Facility were as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

2,900,058

 

$

133,065

 

Unused facility fee

 

22,083

 

215,096

 

Amortization of deferred financing costs and upfront commitment fees

 

273,692

 

273,692

 

Total interest and debt financing expenses

 

$

3,195,833

 

$

621,853

 

 

BCSF Revolving Credit Facility

 

On October 4, 2017, we entered into the revolving credit agreement (the “BCSF Revolving Credit Facility”) with us, as equity holder, BCSF I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower, and Goldman Sachs Bank USA, as sole lead arranger (“Goldman Sachs”). The BCSF Revolving Credit Facility was subsequently amended on May 15, 2018 to reflect certain clarifications regarding margin requirements and hedging currencies. The maximum commitment amount under the BCSF Revolving Credit Facility is $500.0 million, and may be increased up to $750.0 million. Proceeds of the loans under the BCSF Revolving Credit Facility may be used to acquire certain qualifying loans and such other uses as permitted under the BCSF Revolving Credit Facility. The BCSF Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of September 30, 2018, we were in compliance with these covenants.

 

Borrowings under the BCSF Revolving Credit Facility bear interest at LIBOR plus a margin. As of September 30, 2018 and December 31, 2017, the BCSF Revolving Credit Facility was accruing interest expense at a rate of LIBOR plus 2.50%. We pay an unused commitment fee of 30 basis points (0.30%) per annum. Interest is payable quarterly in arrears. Any amounts borrowed under the BCSF Revolving Credit Facility, and all accrued and unpaid interest, will be due and payable, on the earliest of: (a) October 5, 2022 and (b) the date upon which all loans shall become due and payable in full, whether by acceleration or otherwise.

 

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As of September 30, 2018 and December 31, 2017, there were $150.0 million and $301.0 million borrowings under the BCSF Revolving Credit Facility, respectively, and we were in compliance with the terms of the BCSF Revolving Credit Facility. We intend to continue to utilize the BCSF Revolving Credit Facility on a revolving basis to fund investments and for other general corporate purposes. See “Note 6. Borrowings” for more detail on the BCSF Revolving Credit Facility.

 

Costs of $5.5 million were incurred in connection with obtaining the BCSF Revolving Credit Facility which have been recorded as deferred financing costs on the consolidated statements of assets and liabilities and are being amortized over the life of the BCSF Revolving Credit Facility using the straight-line method.  The balance of the unamortized deferred financing costs related to the BCSF Revolving Credit Facility were $4.3 million and $5.1 million as of September 30, 2018 and December 31, 2017, respectively. For the three months ended September 30, 2018 and 2017, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

5,130,280

 

$

 

Unused facility fee

 

64,442

 

 

Amortization of deferred financing costs and upfront commitment fees

 

269,219

 

 

Total interest and debt financing expenses

 

$

5,463,941

 

$

 

 

For the nine months ended September 30, 2018 and 2017, the components of interest expense related to the BCSF Revolving Credit Facility were as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

11,633,474

 

$

 

Unused facility fee

 

381,750

 

 

Amortization of deferred financing costs and upfront commitment fees

 

798,879

 

 

Total interest and debt financing expenses

 

$

12,814,103

 

$

 

 

2018-1 Notes

 

On September 28, 2018, (the “2018-1 Closing Date”), we, through BCC Middle Market CLO 2018-1 LLC (the “2018-1 Issuer”), a Delaware limited liability company and a wholly owned and consolidated subsidiary of us, completed its $451.2 million term debt securitization (the “CLO Transaction”). The notes issued in connection with the CLO Transaction (the “2018-1 Notes”) are secured by a diversified portfolio of the 2018-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2018-1 Portfolio”). At the 2018-1 Closing Date, the 2018-1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the CLO Transaction.

 

The CLO Transaction was executed through a private placement of the following 2018-1 Notes:

 

2018-1 Notes

 

Principal Amount

 

Spread above Index

 

Interest rate at
September 30,
2018

 

Class A-1 A

 

$

205,900,000

 

1.55% + 3 Month LIBOR

 

3.7624

%

Class A-1 B

 

 

45,000,000

 

1.50% + 3 Month LIBOR (first 24 months)

1.80% + 3 Month LIBOR (thereafter)

 

3.7124

%

Class A-2

 

 

55,100,000

 

2.15% + 3 Month LIBOR

 

4.3624

%

Class B

 

 

29,300,000

 

3.00% + 3 Month LIBOR

 

5.2124

%

Class C

 

 

30,400,000

 

4.00% + 3 Month LIBOR

 

6.2124

%

Total 2018-1 Notes

 

 

365,700,000

 

 

 

 

 

Membership Interests

 

 

85,450,000

 

Non-interest bearing

 

Not applicable

 

Total

 

$

451,150,000

 

 

 

 

 

 

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes were issued at par and are scheduled to mature on October 20, 2030.  The Company received 100% of the membership interests (the “Membership Interests”) in the 2018-1 Issuer in exchange for its sale to the 2018-1 Issuer of the initial closing date loan portfolio.  The Membership Interests do not bear interest.

 

The Class A-1 A, A-1 B, A-2, B and C 2018-1 Notes are included in the consolidated financial statements.  The Membership Interests are eliminated in consolidation.

 

On the 2018-1 Closing Date, the Company used $311.0 million of the net proceeds to prepay a portion of the BCSF Revolving Facility and the 2018-1 Issuer transferred to the Company a portion of the net cash proceeds received from the sale of the 2018-1 Notes.

 

The Company serves as portfolio manager of the 2018-1 Issuer pursuant to a portfolio management agreement between the Company and the 2018-1 Issuer.  For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.

 

During the reinvestment period (four years from the closing date of the CLO Transaction), pursuant to the indenture governing the 2018-1 Notes, all principal collections received on the underlying collateral may be used by the 2018-1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2018-1 Issuer and in accordance with the 2018-1 Issuer’s investment strategy and the terms of the indenture.

 

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The Company has agreed to hold on an ongoing basis the Membership Interests with an aggregate dollar purchase price of at least equal to 5% of the aggregate amount of all obligations issued by the 2018-1 Issuer for so long as the 2018-1 Notes remain outstanding.

 

The 2018-1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018-1 Issuer.

 

As of September 30, 2018, there were 69 first lien and second lien senior secured loans with a total fair value of approximately $423.8 million and cash of $37.7 million securing the 2018-1 Notes. Such assets are included in the Company’s consolidated financial statements. The creditors of the 2018-1 Issuer have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2018-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture governing the 2018-1 Notes.  As of September 30, 2018, the Company was in compliance with its covenants related to the 2018-1 Notes.

 

Costs of $2.1 million were incurred in connection with debt securitization of the 2018-1 Notes by the 2018-1 Issuer which have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2018-1 Notes on the consolidated statements of assets and liabilities and are being amortized over the life of the 2018-1 Issuer using the effective interest method. The balance of the unamortized deferred financing costs related to the 2018-1 Issuer was $2.1 million as of September 30, 2018. The 2018-1 Issuer was not in existence as of December 31, 2017 and the 2018-1 Notes were not outstanding.

 

For the three months ended September 30, 2018 and 2017, the components of interest expense related to the 2018-1 Issuer were as follows:

 

 

 

For the Three Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

126,974

 

$

 

Amortization of deferred financing costs and upfront commitment fees

 

947

 

 

Total interest and debt financing expenses

 

$

127,921

 

$

 

 

For the nine months ended September 30, 2018 and 2017, the components of interest expense related to the 2018-1 Issuer were as follows:

 

 

 

For the Nine Months Ended September 30,

 

 

 

2018

 

2017

 

Borrowing interest expense

 

$

126,974

 

$

 

Amortization of deferred financing costs and upfront commitment fees

 

947

 

 

Total interest and debt financing expenses

 

$

127,921

 

$

 

 

In accordance with applicable law and SEC staff guidance and interpretations, as a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, is at least 200% after such borrowing, unless we meet certain disclosure and approval requirements in which case we may reduce our asset coverage ratio to 150%. As of September 30, 2018 and December 31, 2017, our asset coverage ratio was 247% and 212%, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions. In March 2018, the Small Business Credit Availability Act was enacted into law. The Small Business Credit Availability Act, among other things, amended the 1940 Act to reduce the asset coverage requirements applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. Application of the reduced asset coverage requirements to a BDC requires approval by either (1) a ‘‘required majority’’ (as defined in Section 57(o) of the 1940 Act) of the BDC’s board of directors, with effectiveness one

 

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year after the date of such approval, or (2) a majority of the votes cast at a special or annual meeting of the BDC’s stockholders at which a quorum is present, which is effective the day after such stockholder approval. The amount of leverage that we employ will depend on our Advisor’s assessment of market conditions and other factors at the time of any proposed borrowing.

 

As previously noted, our Advisor plans to seek Board and stockholder approval to reduce our asset coverage ratio to 150% as soon as practical following the completion of this offering. If such approvals are obtained, our Advisor intends to amend the base management fee to implement a tiered management fee so that the base management fee of 1.5% will continue to apply to assets held at an asset coverage ratio of 200%, but a base management fee of 1.0% would apply to any amount of assets attributable to leverage decreasing our asset coverage ratio below 200%.

 

Distribution Policy

 

Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.

 

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as, a regulated investment company (a “RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3)  the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.

 

We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.

 

We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends. Prior to the listing of the Company’s shares on a national securities exchange (a “Listing”), stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to a Listing, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their Subscription Agreements, as defined. The elections of stockholders that make an election prior to a Listing shall remain effective after the Listing. Any dividends reinvested through the issuance of shares through our dividend reinvestment plan will increase our gross assets on which the base management fee and the incentive fee are determined and paid to our Advisor.

 

The following table summarizes distributions declared during the nine months ended September 30, 2018:

 

Date Declared

 

Record Date

 

Payment Date

 

Amount
Per Share

 

Total
Distributions

 

March 28, 2018

 

March 28, 2018

 

May 17, 2018

 

$

0.34

 

$

10,609,643

 

June 28, 2018

 

June 28, 2018

 

August 10, 2018

 

$

0.36

 

$

13,484,328

 

September 26, 2018

 

September 26, 2018

 

October 19, 2018

 

$

0.41

 

$

17,966,855

 

Total distributions declared

 

 

 

 

 

$

1.11

 

$

42,060,826

 

 

The following table summarizes distributions declared during the nine months ended September 30, 2017:

 

Date Declared

 

Record Date

 

Payment Date

 

Amount
Per Share

 

Total
Distributions

 

May 9, 2017

 

May 12, 2017

 

May 19, 2017

 

$

0.07

 

$

1,174,052

 

June 21, 2017

 

June 29, 2017

 

August 11, 2017

 

$

0.11

 

$

2,739,972

 

September 27, 2017

 

September 28, 2017

 

November 14, 2017

 

$

0.21

 

$

5,235,687

 

Total distributions declared

 

 

 

 

 

$

0.39

 

$

9,149,711

 

 

The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.

 

Commitments and Off-Balance Sheet Arrangements

 

As of September 30, 2018 and December 31, 2017, the Company had unfunded capital commitments related to Subscription Agreements of $376.6 million and $752.6 million, respectively.

 

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We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.

 

As of September 30, 2018, our unfunded capital commitments consisted of the following:

 

 

 

Expiration Date (1)

 

Unfunded Commitments (2) (3)

 

First Lien Senior Secured Loans

 

 

 

 

 

Abracon Group Holding, LLC — Revolver

 

7/18/2024

 

$

2,833,400

 

Aimbridge Hospitality LP — Revolver

 

6/22/2022

 

1,176,500

 

AMCP Clean Acquisition Company, LLC — Delayed Draw Term Loan

 

6/16/2025

 

2,549,677

 

Amspec Services, Inc. — Revolver

 

7/2/2024

 

5,666,800

 

Ansira Holdings, Inc. — Revolver

 

12/20/2022

 

5,440,128

 

AP Plastics Group, LLC — Revolver

 

8/1/2021

 

8,500,200

 

API Technologies Corp. — Revolver

 

4/22/2024

 

4,183,169

 

Aramsco, Inc. — Revolver

 

8/28/2024

 

2,314,312

 

Batteries Plus Holding Corporation — Revolver

 

7/6/2022

 

4,250,100

 

Captain D’s LLC — Revolver

 

12/15/2023

 

1,111,154

 

Chase Industries, Inc. — Delayed Draw Term Loan

 

5/12/2025

 

3,544,365

 

Clinical Innovations, LLC — Revolver

 

10/17/2022

 

575,862

 

CMI Marketing Inc — Revolver

 

5/24/2023

 

2,112,000

 

Cruz Bay Publishing — Revolver

 

6/6/2019

 

2,833,400

 

CST Buyer Company — Revolver

 

3/1/2023

 

897,478

 

Datix Bidco Limited — Revolver

 

10/28/2024

 

1,267,282

 

Direct Travel, Inc. — Revolver

 

12/1/2021

 

4,250,100

 

Dorner Manufacturing Corp. — Revolver

 

3/15/2022

 

1,098,883

 

Drilling Info Holdings, Inc. — Delayed Draw Term Loan

 

7/30/2025

 

3,041,710

 

Efficient Collaborative Retail Marketing Company, LLC — Revolver

 

6/15/2022

 

3,541,750

 

Element Buyer, Inc. — Revolver

 

7/19/2024

 

4,250,100

 

ENC Holding Corporation — Delayed Draw Term Loan

 

5/30/2025

 

480,821

 

Endries International, Inc. — Delayed Draw Term Loan

 

6/1/2023

 

55,900

 

Endries International, Inc. — Revolver

 

6/1/2022

 

2,504,942

 

FineLine Technologies, Inc. — Revolver

 

11/2/2021

 

1,965,543

 

Great Expressions Dental Centers PC — Revolver

 

9/28/2022

 

550,157

 

Home Franchise Concepts, Inc. — Revolver

 

7/9/2024

 

2,529,821

 

Horizon Telcom, Inc. — Revolver

 

6/15/2023

 

1,158,621

 

Horizon Telcom, Inc. — Delayed Draw Term Loan

 

6/15/2023

 

1,737,931

 

McKissock, LLC — Revolver

 

8/5/2021

 

1,841,710

 

PRCC Holdings, Inc. — Revolver

 

2/1/2021

 

3,541,750

 

Solaray, LLC — Revolver

 

9/9/2022

 

8,075,190

 

Sovos Compliance, LLC — Delayed Draw Term Loan

 

3/1/2022

 

870,968

 

Sovos Compliance, LLC — Revolver

 

3/1/2022

 

1,451,615

 

Stanton Carpet Corp. — Revolver

 

11/21/2022

 

4,250,100

 

TEI Holdings Inc. — Revolver

 

12/20/2022

 

3,116,740

 

Tidel Engineering, L.P. — Revolver

 

3/1/2023

 

4,250,100

 

Winchester Electronics Corporation — Revolver

 

6/30/2021

 

4,250,100

 

Zywave, Inc. — Revolver

 

11/17/2022

 

1,183,184

 

Total First Lien Senior Secured Loans

 

 

 

$

109,253,563

 

Other Unfunded Commitments

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC

 

 

 

2,561,470

 

Total Other Unfunded Commitments

 

 

 

$

2,561,470

 

Total

 

 

 

$

111,815,033

 

 


(1)         Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

 

(2)         Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of September 30, 2018.

 

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(3)         Unfunded commitments represent unfunded commitments to fund investments, excluding our investment in ABCS as of September 30, 2018.

 

As of December 31, 2017, the Company had $111.3 million of unfunded commitments under loan and financing agreements as follows:

 

 

 

Expiration Date (1)

 

Unfunded Commitments (2) (3)

 

First Lien Senior Secured Loans

 

 

 

 

 

Ansira Holdings, Inc. — Revolver

 

12/20/2022

 

$

7,083,500

 

AP Plastics Group, LLC — Revolver

 

8/1/2021

 

7,565,178

 

Batteries Plus Holding Corporation — Revolver

 

7/6/2022

 

4,250,100

 

Captain D’s LLC — Revolver

 

12/15/2023

 

843,289

 

Clinical Innovations — Revolver

 

10/17/2022

 

998,161

 

Cruz Bay Publishing R/C — Revolver

 

6/6/2019

 

2,266,720

 

CST Buyer Company — Revolver

 

3/1/2023

 

897,478

 

Direct Travel, Inc.— Revolver

 

12/1/2021

 

4,250,100

 

Dorner Manufacturing Corp. — Revolver

 

3/15/2023

 

659,330

 

Efficient Collaborative Retail Marketing Company, LLC — Revolver

 

6/15/2022

 

3,541,750

 

ENC Holding Corporation — Revolver

 

2/8/2023

 

9,811,825

 

Endries International, Inc. — Delayed Draw Term Loan

 

6/1/2023

 

3,278,355

 

Endries International, Inc. — Revolver

 

6/1/2022

 

2,576,787

 

FineLine Technologies, Inc. — Revolver

 

11/2/2021

 

2,620,724

 

Great Expressions Dental Centers PC — Delayed Draw Term Loan

 

9/28/2023

 

667,000

 

Great Expressions Dental Centers PC — Revolver

 

9/28/2022

 

183,386

 

International Entertainment Investments Limited — Delayed Draw Term Loan

 

2/28/2022

 

558,414

 

K-Mac Holdings Corp. — Revolver

 

12/20/2021

 

1,440,000

 

Lakeland Tours, LLC — Delayed Draw Term Loan

 

12/8/2024

 

186,596

 

McKissock, LLC — Revolver

 

8/5/2019

 

2,125,050

 

PRCC Holdings, Inc. — Revolver

 

2/1/2021

 

3,541,750

 

Solaray, LLC — Revolver

 

9/9/2022

 

8,500,200

 

Sovos Compliance, LLC — Delayed Draw Term Loan

 

3/1/2022

 

4,838,710

 

Sovos Compliance, LLC — Revolver

 

3/1/2022

 

1,451,615

 

Stanton Carpet Corp. — Revolver

 

11/21/2022

 

4,250,100

 

TEI Holdings Inc. — Revolver

 

12/20/2022

 

4,250,100

 

Tidel Engineering, L.P. — Revolver

 

3/1/2023

 

5,666,800

 

Winchester Electronics Corporation — Revolver

 

6/30/2021

 

4,250,100

 

Zywave, Inc. — Revolver

 

11/17/2022

 

991,316

 

Total First Lien Senior Secured Loans

 

 

 

$

93,544,434

 

Second Lien Senior Secured Loans

 

 

 

 

 

NPC International, Inc. — Delayed Draw Term Loan

 

4/18/2025

 

8,000,716

 

Total Second Lien Senior Secured Loans

 

 

 

$

8,000,716

 

Other Unfunded Commitments

 

 

 

 

 

BCC Jetstream Holdings Aviation (On II), LLC

 

 

 

9,735,064

 

Total Other Unfunded Commitments

 

 

 

$

9,735,064

 

Total

 

 

 

$

111,280,214

 

 


(1)         Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

 

(2)         Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2017.

 

(3)         Unfunded commitments represent unfunded commitments to fund investments.

 

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Significant Accounting Estimates and Critical Accounting Policies

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company’s unaudited consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 1, 6, 10 and 12 of Regulation S-X. These consolidated financial statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies. The functional currency of the Company is U.S. dollars and these consolidated financial statements have been prepared in that currency.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

 

Revenue Recognition

 

We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.

 

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

 

Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, as applicable.

 

Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.

 

Valuation of Portfolio Investments

 

Investments for which market quotations are readily available are typically valued at such market quotations. Market quotations are obtained from an independent pricing service, where available. If we cannot obtain a price from an independent pricing service or if the independent pricing service is not deemed to be representative with the market, we value certain investments held by us on the basis of prices provided by principal market makers. Generally investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained, in some cases, primarily illiquid securities, multiple quotes may not be available and the mid of the bid/ask from one broker will be used. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of the Board, based on the input of our Advisor, our Audit Committee and one or more independent third party valuation firms engaged by our Board.

 

With respect to unquoted securities, we value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily

 

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available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

 

With respect to investments for which market quotations are not readily available, the Advisor will undertake a multi-step valuation process, which includes among other things, the below:

 

·                  Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Advisor responsible for the portfolio investment or by an independent valuation firm;

 

·                  Preliminary valuation conclusions are then documented and discussed with our senior management and our Advisor. Agreed upon valuation recommendations are presented to our Audit Committee;

 

·                  Our Audit Committee of our Board reviews the valuations presented and recommends values for each of the investments to our Board;

 

·                  At least once annually, the valuation for each portfolio investment constituting a material portion of the Company’s portfolio will be reviewed by an independent valuation firm; and

 

·                  Our Board discusses valuations and determines the fair value of each investment in good faith based upon, among other things, the input of our Advisor, independent valuation firms, where applicable, and our Audit Committee.

 

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio companies ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion. We determine the fair value of its investment in ABCS giving consideration to the assets and liabilities of ABCS, at fair value, including consideration of any necessary adjustments. We conduct this valuation process on a quarterly basis.

 

Recent Accounting Pronouncements

 

In March 2017, the FASB issued ASU 2017-08, “Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium by requiring the premium to be amortized to the earliest call date. This new guidance is effective for fiscal years beginning after December 15, 2018, as well as for interim periods within those fiscal years. Early adoption is permitted. We do not believe these changes will have a material impact on our consolidated financial statements and disclosures.

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact this change will have on our consolidated financial statements and disclosures.

 

Contractual Obligations

 

We have entered into an Investment Advisory Agreement with our Advisor. Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Under the Investment Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.

 

On October 11, 2018, the Board approved, subject to completion of the Proposed Initial Public Offering, an Amended and Restated Investment Advisory Agreement. Beginning with the calendar quarter that commences January 1, 2019, this Amended and Restated Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

 

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.

 

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If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Investment Advisory Agreement and Administration Agreement.

 

A summary of the maturities of our principal amounts of debt and other contractual payment obligations as of September 30, 2018 are as follows:

 

 

 

Payments Due by Period

 

 

 

Total

 

Less than
1 year

 

1 — 3 years

 

3 — 5 years

 

More than
5 years

 

Revolving Credit Facility

 

$

83,639,250

 

$

 

$

83,639,250

 

$

 

$

 

BCSF Revolving Credit Facility

 

150,000,000

 

 

 

150,000,000

 

 

2018-1 Notes

 

365,700,000

 

 

 

 

365,700,000

 

Total Debt Obligations

 

$

599,339,250

 

$

 

$

83,639,250

 

$

150,000,000

 

$

365,700,000

 

 

Recent Developments

 

On October 5, 2018, we filed a registration statement (the “Registration Statement”) with the SEC related to an initial public offering of our common stock (the “Proposed Initial Public Offering”). We intend to use substantially all of the proceeds from the offering, net of expenses, to repay a portion of our outstanding indebtedness. We intend to use any remaining proceeds to make investments in accordance with our investment objectives and strategies and for general corporate purposes. The timing of our initial public offering is uncertain and there is no guarantee it will occur. The SEC has not declared this registration statement effective and securities may not be sold, nor may offers to buy the securities be accepted, prior to the time this registration statement becomes effective.

 

The Small Business Credit Availability Act, which was signed into law in March 2018, modifies the applicable section of the 1940 Act to decreases the asset coverage requirements applicable to BDCs from 200% to 150% (subject to either stockholder approval or approval of both a majority of the Board and a majority of directors who are not interested persons). Our Advisor plans to seek Board and stockholder approval to reduce our asset coverage ratio to 150% as soon as practical following the completion of the Proposed Initial Public Offering. If such approvals are obtained, our Advisor intends to amend the base management fee to implement a tiered management fee so that the base management fee of 1.5% will continue to apply to assets held at an asset coverage ratio of 200%, but a base management fee of 1.0% would apply to any amount of assets attributable to leverage decreasing our asset coverage ratio below 200%.

 

On October 11, 2018, the Board approved, subject to completion of the Proposed Initial Public Offering, an Amended and Restated Investment Advisory Agreement. Beginning with the calendar quarter that commences January 1, 2019, this Amended and Restated Investment Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

 

Assuming that the statement of financial condition as of September 30, 2018 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

 

 

 

Increase (Decrease) in

 

Increase (Decrease) in

 

Net Increase
(Decrease) in

 

Change in Interest Rates

 

Interest Income

 

Interest Expense

 

Net Investment Income

 

 

 

 

 

 

 

 

 

Down 25 basis points

 

$

(2,370,421

)

$

(1,498,348

)

$

(872,073

)

Up 100 basis points

 

9,547,136

 

5,993,393

 

3,553,743

 

Up 200 basis points

 

19,421,829

 

11,986,785

 

7,435,044

 

Up 300 basis points

 

29,356,723

 

17,980,178

 

11,376,545

 

 

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our Revolving Credit Agreement. Instead of entering into a foreign exchange forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

                As of September 30, 2018 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only

 

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reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and in our Registration Statement on Form N-2, filed on October 5, 2018, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K, in our Registration Statement on Form N-2, and discussed below are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

We are subject to certain risks as a result of our interests in the membership interests in the 2018-1 Issuer.

 

Under the terms of the master loan sale agreement governing the 2018-1 CLO Transaction, we sold and/or contributed to the 2018-1 Issuer all of our ownership interest in our portfolio loans and participations for the purchase price and other consideration set forth in such master loan sale agreement (including an increase in the value of the Membership Interests). As a result of the CLO Transaction, we hold all of the Membership Interests, which comprise 100% of the equity interests, in the 2018-1 Issuer. As a result, we expect to consolidate the financial statements of the 2018-1 Issuer, as well as our other subsidiaries, in our consolidated financial statements. However, once contributed to a CLO, the underlying loans and participation interests have been securitized and are no longer our direct investment, and the risk return profile has been altered. In general, rather than holding interests in the underlying loans and participation interests, the CLO Transaction resulted in us holding membership interests in a CLO issuer (i.e., the 2018-1 Issuer), with the CLO holding the underlying loans. As a result, we are subject both to the risks and benefits associated with the equity interests of the CLO (i.e., the Membership Interests) and the risks and benefits associated with the underlying loans and participation interests held by the 2018-1 Issuer.

 

We have no prior experience managing CLOs.

 

The performance of the 2018-1 Issuer will be largely dependent on the analytical and managerial expertise of our investment professionals. Although we and our investment professionals and affiliates have prior experience investing in loans and other debt obligations, the 2018-1 Issuer will be the first CLO managed by us. Accordingly, we have no performance history of managing CLOs for potential investors to consider in evaluating the potential impact of the CLO Transaction on our overall performance.

 

We are subject to significant restrictions on our ability to advise the 2018-1 Issuer.

 

We will manage the assets of the 2018-1 Issuer pursuant to a portfolio management agreement with the 2018-1 Issuer (the “Portfolio Management Agreement”). The indenture governing the 2018-1 Notes (the “2018-1 Indenture”) and the Portfolio Management Agreement place significant restrictions on our ability to advise the 2018-1 Issuer to buy and sell collateral obligations, and we are subject to compliance with the 2018-1 Indenture and the Portfolio Management Agreement.  As a result of the restrictions contained in the 2018-1 Indenture and the Portfolio Management Agreement, the 2018-1 Issuer may be unable to buy or sell Collateral Obligations or to take other actions that we might consider in the interest of the 2018-1 Issuer and the holders of 2018-1 Notes, and we may be required to make investment decisions on behalf of the 2018-1 Issuer that are different from those made for our other clients. In addition, we may pursue any strategy consistent with the 2018-1 Indenture and the Portfolio Management Agreement, and there can be no assurance that such strategy will not change from time to time in the future. Further, for so long as we manage the assets of the 2018-1 Issuer pursuant to the Portfolio Management Agreement, we will elect to irrevocably waive any portfolio management fee to which we may be entitled under such Portfolio Management Agreement.

 

In our role as portfolio manager of the 2018-1 Issuer, we will be acting solely in the best interests of the 2018-1 Issuer as a whole and not solely in the best interests of the Membership Interests of the 2018-1 Issuer that we hold. As the interests of the holders of the 2018-1 Notes are senior in the 2018-1 Issuer’s capital structure to our Membership Interests, we may incur losses if we are required to dispose of a portion of the portfolio of the 2018-1 Issuer at inopportune times in order to satisfy the outstanding obligations of the holders of the 2018 Notes.

 

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The subordination of the Membership Interests will affect our right to payment.

 

The Membership Interests are subordinated to the 2018-1 Notes and certain fees and expenses. If any Coverage Test (defined below) is not satisfied as of a determination date, cash flows (if any) and proceeds otherwise payable to the 2018-1 Issuer (which the 2018-1 Issuer could have otherwise distributed with respect to the Membership Interests) will be diverted to the payment of principal on the 2018-1 Notes. If the 2018-1 Issuer has not received confirmation from S&P Global Ratings of its initial ratings of each class of the 2018-1 Notes, or if we fail to hold the required amount of Membership Interests as required by European Union risk retention regulations (“Retention Deficiency”), proceeds will be diverted to pay principal on the 2018-1 Notes or to purchase additional collateral obligations (or, in the case of a Retention Deficiency, to the extent necessary to reduce such Retention Deficiency to zero). If during the period from and including the closing date of the CLO Transaction to and including the earliest of (i) October 20, 2022 and (ii) the date of the acceleration of the maturity of the 2018-1 Notes in accordance with the 2018-1 Indenture the applicable Overcollateralization Ratio Test (defined below) is not satisfied, proceeds will be diverted to purchase additional collateral obligations.

 

Although these tests generally compare the principal balance of the collateral obligations to the aggregate outstanding principal amount of the 2018-1 Notes, certain reductions are applied to the principal balance of Collateral Obligations in connection with certain events, such as defaults or ratings downgrades to “CCC” levels or below, in each case that may increase the likelihood that one or more Overcollateralization Ratio Tests may not be satisfied.

 

On the scheduled maturity of the 2018-1 Notes or if acceleration of the 2018-1 Notes occurs after an event of default, proceeds available after the payment of certain administrative expenses) will be applied to pay both principal of and interest on the 2018-1 Notes until the 2018-1 Notes are paid in full before any further payment will be made on the Membership Interests. As a result, the Membership Interests would not receive any payments until the 2018-1 Notes are paid in full.

 

In addition, if an event of default occurs and is continuing, the holders of the 2018-1 Notes will be entitled to determine the remedies to be exercised under the 2018-1 Indenture. Remedies pursued by the holders of the 2018-1 Notes could be adverse to our interests as the holder of the Membership Interests, and the holders of the 2018-1 Notes will have no obligation to consider any possible adverse effect on such other interests. See “—The holders of certain of the 2018-1 Notes will control many rights under the 2018-1 Indenture and therefore, we will have limited rights in connection with an event of default or distributions thereunder.”

 

The holders of certain of the 2018-1 Notes will control many rights under the 2018-1 Indenture and therefore, we will have limited rights in connection with an event of default or distributions thereunder.

 

Under the 2018-1 Indenture, many of our rights as the holder of the Membership Interests will be controlled by the holders of certain of the 2018-1 Notes. Remedies pursued by such holders upon an event of default could be adverse to our interests. If the 2018-1 Notes are accelerated following an event of default, proceeds of any realization on the assets will be allocated to the 2018-1 Notes (in order of seniority) and certain other amounts owing by the 2018-1 Issuer will be paid in full before any allocation to us as the holder of the Membership Interests. Although we as the holder of the Membership Interests will have the right, subject to the conditions set forth in the 2018-1 Indenture, to purchase the assets in a sale by the trustee, if an event of default (or otherwise, an acceleration of the 2018-1 Notes following an event of default) has occurred and is continuing, we will not have any creditors’ rights against the 2018-1 Issuer and will not have the right to determine the remedies to be exercised under the 2018-1 Indenture. There is no guarantee that any funds will remain to make distributions to us as the holder of the Membership Interests following any liquidation of the assets and the application of the proceeds from the assets to pay the 2018-1 Notes and the fees, expenses, and other liabilities payable by the 2018-1 Issuer. The ability of the holders of the 2018-1 Notes to direct the sale and liquidation of the assets is subject to certain limitations. As set forth in the 2018-1 Indenture, notwithstanding any acceleration, if an event of default occurs and is continuing and the trustee has not commenced remedies under the 2018-1 Indenture, we as the portfolio manager of the 2018-1 Issuer may continue to direct dispositions and purchases of collateral obligations to the extent permitted under the 2018-1 Indenture.

 

If an event of default has occurred and is continuing (unless the trustee has commenced remedies pursuant to the 2018-1 Indenture), then (x) we as the portfolio manager of the 2018-1 Issuer may continue to direct sales and other dispositions, and purchases, of collateral obligations in accordance with and to the extent permitted pursuant to the 2018-1 Indenture and (y) the trustee will retain the assets securing the 2018-1 Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the assets and the 2018-1 Notes in accordance with the 2018-1 Indenture, unless: (i) the trustee, pursuant to the 2018-1 Indenture and in consultation with us as the portfolio manager of the 2018-1 Issuer, determines that the anticipated proceeds of a sale or liquidation of the assets (after deducting the anticipated reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due (or, in the case of interest, accrued) and unpaid on the 2018-1 Notes for principal and interest (including accrued and unpaid deferred interest), and all other amounts payable pursuant to the priority of distributions prior to payment of principal on such 2018-1 Notes (including amounts due and owing, and amounts anticipated to be due and owing, as administrative expenses (without regard to any applicable limitation on such expenses)), and we as the portfolio manager of the 2018-1 Issuer and the holders of at least 662/3% (a “Supermajority”) of the most senior outstanding class of the 2018-1 Notes agrees with such determination; (ii) in the case of certain events of default, a Supermajority of the most senior outstanding class of the 2018-1 Notes directs the sale and liquidation of the assets; or (iii) a Supermajority of each class of the 2018-1 Notes (voting separately by class) directs the sale and liquidation of the assets.

 

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The 2018-1 Indenture requires mandatory redemption of the 2018-1 Notes for failure to satisfy Coverage Tests.

 

Under the documents governing the CLO Transaction, there are two coverage tests (the “Coverage Tests”) applicable to the 2018-1 Notes.

 

The first such test (the “Interest Coverage Test”) compares the amount of interest proceeds received on the portfolio loans held by the 2018-1 Issuer to the amount of interest due and payable on the 2018-1 Notes. To meet this first test, for each class of 2018-1 Notes, interest received on the portfolio loans must equal at least 120%, 115% or 110% of the interest payable in respect of the Class A, Class B and Class C 2018-1 Notes, respectively.

 

The second such test (the “Overcollateralization Ratio Test”) compares the adjusted collateral principal amount of the portfolio of Collateral Obligations of the CLO Transaction to the aggregate outstanding principal amount of the 2018-1 Notes. To meet this second test at any time, for each class of 2018-1 Notes, the adjusted collateral principal amount of such Collateral Obligations must equal at least 137.1%, 126.2% or 117.1% of the outstanding principal amount of the 2018-1 Notes comprising the Class A, B and C Classes, respectively.

 

If a Coverage Test is not met on any determination date on which such Coverage Test is applicable, the 2018-1 Issuer shall apply available amounts to redeem the 2018-1 Notes in an amount necessary to cause such tests to be satisfied.  This could result in an elimination, deferral or reduction in the payments of distributions to the 2018-1 Issuer (and as such, to us as the holder of the Membership Interests and indirect beneficiary of any such payments to the 2018-1 Issuer).

 

We may resign or be removed or terminated as portfolio manager of the 2018-1 Issuer.

 

We may resign or be removed or terminated as portfolio manager of the 2018-1 Issuer in a number of circumstances, including the breach of certain terms of the 2018-1 Indenture and the Portfolio Management Agreement. In addition, because a new portfolio manager may not be able to manage the 2018-1 Issuer according to the standards of the 2018-1 Indenture and the Portfolio Management Agreement, any transfer of the portfolio management functions to another entity could result in reduced or delayed collections, delays in processing loan transfers and information regarding the loans and a failure to meet all of the applicable procedures required by the Portfolio Management Agreement. Consequently, the termination or removal of us as portfolio manager of the 2018-1 Issuer could have material and adverse effects on our performance.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the quarter ended September 30, 2018, we issued 119,579.90 shares of common stock under our dividend reinvestment plan. The issuances were not subject to the registration requirements under the Securities Act of 1933, as amended. The cash paid for shares of common stock issued under our dividend reinvestment plan during the quarter ended September 30, 2018 was approximately $2,408,395. Other than the shares issued under our dividend reinvestment plan during the quarter ended September 30, 2018, we did not sell any unregistered equity securities, except as previously disclosed on Form 8-K filings.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2018 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

 

Exhibit

 

 

Number

 

Description of Document

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

3.2

 

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

4.1

 

Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

10.1

 

Investment Advisory Agreement, dated October 6, 2016, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

10.2

 

Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

10.3

 

Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

10.4

 

Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

10.5

 

Form of Custodian Agreement by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 (File No. 000-55528) filed on October 6, 2016).

 

 

 

10.6

 

Revolving Credit Agreement, dated December 22, 2016, among the Company, as Borrower, BCSF Holdings, L.P., as the Feeder Fund, and BCSF Holdings Investors, L.P., as the Feeder Fund General Partner and Sumitomo Mitsui Banking Corporation, as Sole Lead Arranger, Administrative Agent, Letter of Credit Issuer and Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on December 23, 2016).

 

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Exhibit

 

 

Number

 

Description of Document

 

 

 

10.7

 

Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.7. to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on November 13, 2017).

 

 

 

10.8

 

Omnibus Amendment No. 1, dated May 15, 2018, to Revolving Credit Agreement, dated October 4, 2017, among the Company as Equity Holder, BCSF I, LLC as Borrower, and Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, and U.S. Bank National Association as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on May 17,2018.

 

 

 

10.9*

 

Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee.

 

 

 

10.10*

 

Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager.

 

 

 

10.11*

 

Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor.

 

 

 

10.12*

 

Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018-1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator.

 

 

 

10.13*

 

Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018-1, LLC, as issuer.

 

 

 

24.1

 

Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K (File No. 814-01175), filed on March 29, 2017).

 

 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

 

 

 

32*

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

 


* Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Bain Capital Specialty Finance, Inc.

 

Date: October 17, 2018

 

By:

/s/ Michael A. Ewald

 

 

Name:

Michael A. Ewald

 

 

Title:

Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

Date: October 17, 2018

 

By:

/s/ Sally F. Dornaus

 

 

Name:

Sally F. Dornaus

 

 

Title:

Chief Financial Officer

 

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