XML 75 R21.htm IDEA: XBRL DOCUMENT v3.20.1
Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Distributions
In January 2020, the Company’s board of directors declared a monthly cash distribution on the outstanding shares of all classes of common shares of record on February 27, 2020 of $0.104167 per share for Class FA shares, $0.104167 per share for Class A shares, $0.083333 per share for Class T shares, $0.093750 per share for Class D shares, and $0.104167 per share for Class I shares.
In February and March 2020, the Company’s board of directors declared a monthly cash distribution on the outstanding shares of all classes of common shares of record on March 30, 2020 and April 29, 2020 of $0.104167 per share for Class FA shares, $0.104167 per share for Class A shares, $0.083333 per share for Class T shares, $0.093750 per share for Class D shares, $0.104167 per share for Class I shares and $0.104167 per share for Class S shares.
Offerings
On January 21, 2020, the Company’s board of directors approved an extension of the Public Offering until March 7, 2021. Subject to requirements under the Securities Act and the applicable state securities laws of any jurisdiction, the Company intends to conduct the Public Offering until March 7, 2021. However, the Company reserves the right to further extend the outside date of the Public Offering or terminate the Public Offering at any time in its sole discretion.
In January, February and March 2020, the Company’s board of directors approved new per share offering prices for each share class in the Public Offering, Class FA Private Offerings and Class S Private Offering. The new offering prices are effective as of January 28, 2020, February 28, 2020 and March 23, 2020, respectively. The following table provides the new offering prices and applicable upfront selling commissions and placement agent / dealer manager fees for each share class available in the Public Offering, Class FA Private Offerings and Class S Private Offering:
 
Class FA
 
Class A
 
Class T
 
Class D
 
Class I
 
Class S
Effective January 28, 2020:
 
 
 
 
 
 
 
 
 
 
 
Offering Price, Per Share
(1)(2) 
 
$
29.41

 
$
28.36

 
$
26.61

 
$
27.15

 
N/A

Selling Commissions, Per Share
(2) 
 
1.76

 
0.85

 

 

 
N/A

Placement Agent / Dealer Manager Fees, Per Share
(2) 
 
0.74

 
0.50

 

 

 
N/A

Effective February 28, 2020:
 
 
 
 
 
 
 
 
 
 
 
Offering Price, Per Share
$
30.09

 
$
29.25

 
$
28.19

 
$
26.44

 
$
27.00

 
$
28.53

Selling Commissions, Per Share
1.66

 
1.76

 
0.85

 

 

 
0.57

Dealer Manager Fees, Per Share
0.90

 
0.73

 
0.49

 

 

 
0.43

Effective March 23, 2020:
 
 
 
 
 
 
 
 
 
 
 
Offering Price, Per Share
$
30.12

 
$
29.23

 
$
28.16

 
$
26.40

 
$
26.99

 
$
28.56

Selling Commissions, Per Share
1.66

 
1.75

 
0.85

 

 

 
0.57

Dealer Manager Fees, Per Share
0.90

 
0.73

 
0.49

 

 

 
0.43


FOOTNOTES:
(1)
The offering price per Class FA share in the Class FA Private Offering was $27.64 as of January 28, 2020. Shares sold in the Class FA Private Offering are not subject to selling commissions or placement agent fees. The Class FA Private Offering closed on December 31, 2019; however, subscriptions received after December 28, 2019, the last date the Company accepted subscriptions in 2019, but on or before December 31, 2019 were accepted by the Company in January 2020.
(2) 
The offering price per Class FA share in the Follow-On Class FA Private Offering was $30.21 effective January 28, 2020. Shares sold in the Follow-On Class FA Private Offering are subject to a selling commission of up to 5.5% and placement agent fee of up to 3.0% of the sale price.
Capital Transactions
During the period January 1, 2020 through March 25, 2020, the Company received additional net proceeds from the Class FA Private Offerings, Public Offering and its distribution reinvestment plan of:
 
Class FA Private Offering, Follow-On Class FA Private Offering and Public Offering
 
Distribution Reinvestment Plan
 
Total
Share Class
Shares
 
Gross Proceeds
 
Up-front Selling Commissions and Placement Agent / Dealer Manager Fees
 
Net Proceeds to Company
 
Shares
 
Gross Proceeds
 
Shares
 
Net Proceeds to Company
 
Average Net Proceeds per Share
Class FA
407,607

 
$
11,339,000

 
$
(80,275
)
 
$
11,258,725

 

 
$

 
407,607

 
$
11,258,725

 
$
27.62

Class A
92,163

 
2,632,286

 
(160,299
)
 
2,471,987

 
5,265

 
141,362

 
97,428

 
2,613,349

 
26.82

Class T
85,475

 
2,417,694

 
(114,840
)
 
2,302,854

 
1,011

 
27,216

 
86,486

 
2,330,070

 
26.94

Class D
18,763

 
497,500

 

 
497,500

 
2,032

 
53,846

 
20,795

 
551,346

 
26.51

Class I
145,326

 
3,930,955

 

 
3,930,955

 
4,515

 
122,149

 
149,841

 
4,053,104

 
27.05

 
749,334

 
$
20,817,435

 
$
(355,414
)
 
$
20,462,021

 
12,823

 
$
344,573

 
762,157

 
$
20,806,594

 
$
27.30


Acquisition
In January 2020, the Company, through wholly-owned subsidiaries, made a co-investment in Resolution Economics comprised of approximately $7.2 million in common equity and approximately $2.8 million in senior secured subordinated notes.
In March 2020, the Company, through wholly-owned subsidiaries, made a co-investment in Transition Finance Strategies, LLC, doing business as Blue Ridge ESOP Associates, comprised of approximately $9.9 million in common equity and approximately $2.6 million in senior secured subordinated notes.
COVID-19
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, which continues to spread throughout the United States and globally.  As a result of the outbreak and a “stay-at-home” order issued by the state of Illinois, the manufacturing facility used by Polyform temporarily closed starting in late March 2020. The ultimate extent of the impact of COVID-19 on the financial performance of the Company and its portfolio companies will depend on future developments, including the duration and spread of COVID-19, and the overall economy, all of which are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company's investment results may be materially adversely affected.