Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended June 30, 2019
OR
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number 814-01132
Crescent Capital BDC, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 47-3162282 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
| 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA | 90025 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (310) 235-5900
Not applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| NA | NA | NA |
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 ☐ No ☒
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 ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 |
☐ |
Accelerated filer |
☐ |
|||
|
Non-Accelerated filer |
☒ |
Smaller reporting company |
☐ |
|||
|
Emerging growth company |
☐ |
|||||
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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
The number of shares of the Registrant’s common stock, $.001 par value per share, outstanding at August 13, 2019 was 19,549,618.
CRESCENT CAPITAL BDC, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2019
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. We believe that it is important to communicate our future expectations to our investors. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify 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.
The following factors and factors listed under “Risk Factors” in this report and other documents Crescent Capital BDC, Inc. has filed with the Securities and Exchange Commission, or SEC, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operation and financial position. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
| • |
Potential fluctuation in quarterly operating results; |
| • |
Potential impact of economic recessions or downturns; |
| • |
Adverse developments in the credit markets; |
| • |
Operation in a highly competitive market for investment opportunities; |
| • |
Regulations governing our operation as a business development company; |
| • |
Financing investments with borrowed money; |
| • |
Lack of liquidity in investments; |
| • |
Defaults by portfolio companies; |
| • |
Uncertainty as to the value of certain portfolio investments; |
| • |
Potential resignation of the Advisor and or the Administrator; |
| • |
Changes in interest rates may affect our cost of capital and net investment income; |
| • |
Potential adverse effects of price declines and illiquidity in the corporate debt markets; |
| • |
Risks associated with original issue discount (“OID”) and payment-in-kind (“PIK”) interest income; |
| • |
Risks regarding distributions; |
| • |
Potential adverse effects of new or modified laws and regulations; |
| • |
the acquisition (the “Alcentra Acquisition”) of Alcentra Capital Corporation (“Alcentra Capital”); |
| • |
the outcome and impact of any litigation relating to the Alcentra Acquisition; |
| • |
the likelihood that the Alcentra Acquisition is completed and the anticipated timing of its completion; |
| • |
the ability of our business and Alcentra Capital’s business to successfully integrate if the Alcentra Acquisition is completed; and |
| • |
the impact to the periods following the completion of the Alcentra Acquisition. |
Although we believe that the assumptions on which these forward-looking statements are based upon are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, 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 report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this 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. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The safe harbor provisions of Section 21E of the 1934 Act, which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.
1
Consolidated Statements of Assets and Liabilities
|
As of
June 30, 2019 (Unaudited) |
As of
December 31, 2018 |
|||||||
|
Assets |
||||||||
| Investments, non-controlled and non-affiliated, at fair value (cost of $600,425,404 and $500,680,681, respectively) | $ | 598,117,955 | $ | 493,341,724 | ||||
| Investments, controlled and affiliated, at fair value (cost of $27,500,000 and $0, respectively) | 26,787,440 | — | ||||||
| Cash and cash equivalents | 8,721,397 | 9,809,812 | ||||||
| Cash denominated in foreign currency (cost of $316,121 and $580,874, respectively) | 319,022 | 559,011 | ||||||
| Receivable for investments sold | — | 37,427 | ||||||
| Interest receivable | 2,852,103 | 1,334,535 | ||||||
| Unrealized appreciation on foreign currency forward contracts | 308,078 | 17,406 | ||||||
| Prepaid expenses and other assets | 105,029 | 20,041 | ||||||
|
|
|
|
|
|
|
|||
|
Total assets |
$ | 637,211,024 | $ | 505,119,956 | ||||
|
|
|
|
|
|
|
|||
|
Liabilities |
||||||||
| Debt (net of deferred financing costs of $1,923,061 and $1,695,193, respectively) | $ | 266,597,017 | $ | 235,707,992 | ||||
| Unrealized depreciation on foreign currency forward contracts | 8,691 | — | ||||||
| Payable for investments purchased | 37,824,662 | 299,570 | ||||||
| Distributions payable | 6,660,776 | 5,343,316 | ||||||
| Management fees payable - affiliate | 1,115,822 | 963,009 | ||||||
| Due to Advisor - affiliate | 116,772 | 136,235 | ||||||
| Due to Administrator - affiliate | 254,810 | 178,461 | ||||||
| Professional fees payable | 275,892 | 254,929 | ||||||
| Directors’ fees payable | 141,313 | 62,063 | ||||||
| Interest and other debt financing costs payable | 2,347,528 | 1,849,983 | ||||||
| Deferred tax liability | 784,643 | 304,928 | ||||||
| Accrued expenses and other liabilities | 298,829 | 440,630 | ||||||
|
|
|
|
|
|
|
|||
|
Total liabilities |
$ | 316,426,755 | $ | 245,541,116 | ||||
|
|
|
|
|
|
|
|||
|
Commitments and Contingencies (Note 8) |
||||||||
|
Net Assets |
||||||||
| Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively) | $ | — | $ | — | ||||
| Common stock, par value $0.001 per share (200,000,000 shares authorized, 16,245,796 and 13,358,289 shares issued and outstanding, respectively) | 16,246 | 13,358 | ||||||
| Paid-in capital in excess of par value | 322,542,604 | 266,023,849 | ||||||
| Distributable earnings (accumulated loss) | (1,774,581 | ) | (6,458,367 | ) | ||||
|
|
|
|
|
|
|
|||
|
Total Net Assets |
$ | 320,784,269 | $ | 259,578,840 | ||||
|
|
|
|
|
|
|
|||
|
Total Liabilities and Net Assets |
$ | 637,211,024 | $ | 505,119,956 | ||||
|
|
|
|
|
|
|
|||
| Net asset value per share | $ | 19.75 | $ | 19.43 | ||||
See accompanying notes
2
Crescent Capital BDC, Inc.
Consolidated Statements of Operations
(Unaudited)
|
For the three
months ended June 30, |
For the six
months ended June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Investment Income: |
|
|||||||||||||||
| From non-controlled and non-affiliated investments: |
|
|||||||||||||||
|
Interest income |
$ | 10,932,814 | $ | 7,222,142 | $ | 21,556,338 | $ | 13,994,039 | ||||||||
|
Paid-in-kind interest |
171,378 | 28,810 | 336,628 | 67,894 | ||||||||||||
|
Dividend income |
507,878 | — | 931,281 | — | ||||||||||||
|
Other income |
356,260 | — | 599,839 | — | ||||||||||||
| From controlled and affiliated investments: |
|
|||||||||||||||
|
Interest income |
— | — | — | — | ||||||||||||
|
Dividend income |
550,000 | — | 550,000 | — | ||||||||||||
|
Other income |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total investment income |
12,518,330 | 7,250,952 | 23,974,086 | 14,061,933 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Expenses: |
|
|||||||||||||||
| Interest and other debt financing costs | 3,172,762 | 1,956,208 | 5,982,238 | 3,608,168 | ||||||||||||
| Management fees | 2,160,039 | 1,368,192 | 4,050,165 | 2,576,786 | ||||||||||||
| Income incentive fees | 1,106,355 | 560,906 | 2,130,733 | 1,115,883 | ||||||||||||
| Directors’ fees | 72,500 | 72,500 | 145,000 | 145,000 | ||||||||||||
| Professional fees | 192,234 | 189,632 | 384,405 | 375,080 | ||||||||||||
| Organization expenses | 48,676 | 32,452 | 90,863 | 56,790 | ||||||||||||
| Other general and administrative expenses | 537,300 | 457,943 | 1,057,917 | 897,856 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total expenses |
7,289,866 | 4,637,833 | 13,841,321 | 8,775,563 | ||||||||||||
| Management and income incentive fees waived | (2,150,573) | (1,133,852) | (4,077,803) | (1,604,694) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net expenses | 5,139,293 | 3,503,981 | 9,763,518 | 7,170,869 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net investment income before taxes | 7,379,037 | 3,746,971 | 14,210,568 | 6,891,064 | ||||||||||||
| Income and excise taxes | 3,336 | 7,600 | 5,679 | 6,821 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net investment income after taxes | 7,375,701 | 3,739,371 | 14,204,889 | 6,884,243 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net realized and unrealized gains (losses) on investments: |
|
|||||||||||||||
| Net realized gain/(loss) on: |
|
|||||||||||||||
|
Non-controlled and non-affiliated investments |
(659,774) | (44,196) | (920,576) | (219,319) | ||||||||||||
|
Foreign currency transactions |
475,567 | 3,026 | 488,871 | 5,160 | ||||||||||||
| Net change in unrealized appreciation (depreciation) on: |
|
|||||||||||||||
|
Non-controlled and non-affiliated investments and foreign currency translation |
1,513,789 | (1,397,426) | 4,510,134 | (1,558,648) | ||||||||||||
|
Controlled and affiliated investments |
(471,880) | — | (712,560) | — | ||||||||||||
|
Foreign currency forward contracts |
309,355 | — | 281,981 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net realized and unrealized gains (losses) on investments |
1,167,057 | (1,438,596) | 3,647,850 | (1,772,807) | ||||||||||||
| Benefit/(Provision) for taxes on unrealized appreciation (depreciation) on investments |
|
(30,650) |
|
(25,907) | (479,715) | 5,499 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 8,512,108 | $ | 2,274,868 | $ | 17,373,024 | $ | 5,116,935 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Per Common Share Data: |
|
|||||||||||||||
| Net increase in net assets resulting from operations per share (basic and diluted): | $ | 0.54 | $ | 0.23 | $ | 1.15 | $ | 0.55 | ||||||||
| Net investment income per share (basic and diluted): | $ | 0.47 | $ | 0.38 | $ | 0.94 | $ | 0.74 | ||||||||
| Weighted average shares outstanding (basic and diluted): | 15,703,473 | 9,902,467 | 15,087,362 | 9,357,106 | ||||||||||||
See accompanying notes
3
Crescent Capital BDC, Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
| Common Stock | ||||||||||||||||||||
| Shares | Par Amount |
Paid in Capital
in Excess of Par |
Distributable
Earnings |
Total
Net Assets |
||||||||||||||||
| Balance at March 31, 2019 | 14,703,566 | $ | 14,704 | $ | 292,259,610 | $ | (3,625,913) | $ | 288,648,401 | |||||||||||
| Net increase (decrease) in net assets resulting from operations: |
|
|||||||||||||||||||
| Net investment income | — | — | — | 7,375,701 | 7,375,701 | |||||||||||||||
| Net realized gain (loss) on investments and foreign currency transactions | — | — | — | (184,207) | (184,207) | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation | — | — | — | 1,351,264 | 1,351,264 | |||||||||||||||
| Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments | — | — | — | (30,650) | (30,650) | |||||||||||||||
| Shareholder distributions: |
|
|||||||||||||||||||
| Issuance of common stock | 1,524,312 | 1,525 | 29,998,475 | — | 30,000,000 | |||||||||||||||
| Issuance of common shares pursuant to dividend reinvestment plan | 17,918 | 17 | 352,615 | — | 352,632 | |||||||||||||||
| Equity offering costs | — | — | (68,096) | — | (68,096) | |||||||||||||||
| Distributions to shareholders | — | — | — | (6,660,776) | (6,660,776) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total increase (decrease) for the three months ended June 30, 2019 | 1,542,230 | 1,542 | 30,282,994 | 1,851,332 | 32,135,868 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at June 30, 2019 | 16,245,796 | $ | 16,246 | $ | 322,542,604 | $ | (1,774,581) | $ | 320,784,269 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Distributions to shareholder per share for the three months ended June 30, 2019 | — | $ | — | $ | — | $ | 0.41 | $ | 0.41 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at December 31, 2018 | 13,358,289 | $ | 13,358 | $ | 266,023,849 | $ | (6,458,367) | $ | 259,578,840 | |||||||||||
| Net increase (decrease) in net assets resulting from operations: |
|
|||||||||||||||||||
| Net investment income | — | — | — | 14,204,889 | 14,204,889 | |||||||||||||||
| Net realized gain (loss) on investments and foreign currency transactions | — | — | — | (431,705) | (431,705) | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation | — | — | — | 4,079,555 | 4,079,555 | |||||||||||||||
| Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments | — | — | — | (479,715) | (479,715) | |||||||||||||||
| Shareholder distributions: |
|
|||||||||||||||||||
| Issuance of common stock | 2,854,440 | 2,855 | 55,997,145 | — | 56,000,000 | |||||||||||||||
| Issuance of common shares pursuant to dividend reinvestment plan | 33,067 | 33 | 648,722 | — | 648,755 | |||||||||||||||
| Equity offering costs | — | — | (127,112) | — | (127,112) | |||||||||||||||
| Distributions to shareholders | — | — | — | (12,689,238) | (12,689,238) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total increase (decrease) for the six months ended June 30, 2019 | 2,887,507 | 2,888 | 56,518,755 | 4,683,786 | 61,205,429 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at June 30, 2019 | 16,245,796 | $ | 16,246 | $ | 322,542,604 | $ | (1,774,581) | $ | 320,784,269 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Distributions to shareholders per share for six months ended June 30, 2019 | — | $ | — | $ | — | $ | 0.82 | $ | 0.82 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
See accompanying notes
4
Crescent Capital BDC, Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
| Common Stock | ||||||||||||||||||||
| Shares | Par Amount |
Paid in Capital
in Excess of Par |
Distributable
Earnings |
Total
Net Assets |
||||||||||||||||
|
Balance at March 31, 2018 |
9,343,227 | $ | 9,343 | $ | 185,806,718 | $ | 1,841,954 | $ | 187,658,015 | |||||||||||
|
Net increase (decrease) in net assets resulting from operations: |
|
|||||||||||||||||||
|
Net investment income |
— | — | — | 3,739,371 | 3,739,371 | |||||||||||||||
| Net realized gain (loss) on investments and foreign currency transactions | — | — | — | (41,170) | (41,170) | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation | — | — | — | (1,397,426) | (1,397,426) | |||||||||||||||
| Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments | — | — | — | (25,907) | (25,907) | |||||||||||||||
|
Shareholder distributions: |
|
|||||||||||||||||||
|
Issuance of common stock |
991,916 | 992 | 19,999,008 | — | 20,000,000 | |||||||||||||||
| Issuance of common shares pursuant to dividend reinvestment plan | 5,943 | 6 | 119,832 | — | 119,838 | |||||||||||||||
|
Equity offering costs |
— | — | (45,397) | — | (45,397) | |||||||||||||||
|
Distributions to shareholders |
— | — | — | (3,876,874) | (3,876,874) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total increase (decrease) for the three months ended June 30, 2018 | 997,859 | 998 | 20,073,443 | (1,602,006) | 18,472,435 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Balance at June 30, 2018 |
10,341,086 | $ | 10,341 | $ | 205,880,161 | $ | 239,948 | $ | 206,130,450 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Distributions to shareholder per share for the three months ended June 30, 2018 | — | $ | — | $ | — | $ | 0.38 | $ | 0.38 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Balance at December 31, 2017 |
8,597,116 | $ | 8,597 | $ | 170,755,891 | $ | 2,035,501 | $ | 172,799,989 | |||||||||||
|
Net increase (decrease) in net assets resulting from operations: |
|
|||||||||||||||||||
|
Net investment income |
— | — | — | 6,884,243 | 6,884,243 | |||||||||||||||
| Net realized gain (loss) on investments and foreign currency transactions | — | — | — | (214,159) | (214,159) | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments, foreign currency forward contracts and foreign currency translation | — | — | — | (1,558,648) | (1,558,648) | |||||||||||||||
| Benefit/(Provision) for taxes on unrealized appreciation/(depreciation) on investments | — | — | — | 5,499 | 5,499 | |||||||||||||||
|
Shareholder distributions: |
|
|||||||||||||||||||
|
Issuance of common stock |
1,733,792 | 1,734 | 34,998,266 | — | 35,000,000 | |||||||||||||||
| Issuance of common shares pursuant to dividend reinvestment plan | 10,178 | 10 | 205,448 | — | 205,458 | |||||||||||||||
|
Equity offering costs |
— | — | (79,444) | — | (79,444) | |||||||||||||||
|
Distributions to shareholders |
— | — | — | (6,912,488) | (6,912,488) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total increase (decrease) for the six months ended June 30, 2018 | 1,743,970 | 1,744 | 35,124,270 | (1,795,553) | 33,330,461 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Balance at June 30, 2018 |
10,341,086 | $ | 10,341 | $ | 205,880,161 | $ | 239,948 | $ | 206,130,450 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Distributions to shareholders per share for six months ended June 30, 2018 | — | $ | — | $ | — | $ | 0.70 | $ | 0.70 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
See accompanying notes
5
Crescent Capital BDC, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
|
For the six
months ended June 30, 2019 |
For the six
months ended June 30, 2018 |
|||||||
|
Cash flows from operating activities: |
|
|||||||
|
Net increase (decrease) in net assets resulting from operations |
$ | 17,373,024 | $ | 5,116,935 | ||||
|
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: |
||||||||
|
Purchases of investments |
(185,173,445 | ) | (133,962,061 | ) | ||||
|
Paid-in-kind interest income |
(336,628 | ) | (67,894 | ) | ||||
|
Proceeds from sales of investments and principal repayments |
58,635,995 | 54,840,795 | ||||||
|
Net realized (gain) loss on investments |
920,576 | 219,319 | ||||||
|
Net change in unrealized (appreciation) depreciation on investments and foreign currency translation |
(3,797,574 | ) | 1,558,648 | |||||
|
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts |
(281,981 | ) | — | |||||
|
Amortization of premium and accretion of discount, net |
(1,291,221 | ) | (833,496 | ) | ||||
|
Amortization of deferred financing costs |
414,048 | 392,061 | ||||||
|
Change in operating assets and liabilities: |
|
|||||||
|
(Increase) decrease in receivable for investments sold |
37,427 | 5,082 | ||||||
|
(Increase) decrease in interest receivable |
(1,517,568 | ) | (98,117 | ) | ||||
|
(Increase) decrease in prepaid expenses and other assets |
(84,988 | ) | (104,941 | ) | ||||
|
Increase (decrease) in payable for investments purchased |
37,525,092 | 4,068,936 | ||||||
|
Increase (decrease) in management fees payable - affiliate |
152,813 | 60,741 | ||||||
|
Increase (decrease) in income incentive fees payable - affiliate |
— | (504,295 | ) | |||||
|
Increase (decrease) in due to Advisor - affiliate |
(19,463 | ) | 38,924 | |||||
|
Increase (decrease) in due to Administrator - affiliate |
76,349 | 13,882 | ||||||
|
Increase (decrease) in professional fees payable |
20,963 | 17,977 | ||||||
|
Increase (decrease) in directors’ fees payable |
79,250 | 4,500 | ||||||
|
Increase (decrease) in interest and credit facility fees and expenses payable |
497,545 | 257,532 | ||||||
|
Increase (decrease) in deferred tax liability |
479,715 | (5,500 | ) | |||||
|
Increase (decrease) in accrued expenses and other liabilities |
(141,801 | ) | (17,767 | ) | ||||
|
|
|
|
|
|
|
|||
|
Net cash provided by (used for) operating activities |
(76,431,872 | ) | (68,998,739 | ) | ||||
|
|
|
|
|
|
|
|||
| Cash flows from financing activities: | ||||||||
|
Issuance of common stock |
56,000,000 | 35,000,000 | ||||||
|
Financing costs paid related to revolving credit facilities |
(641,916 | ) | (119,880 | ) | ||||
|
Distributions paid |
(10,723,023 | ) | (5,537,389 | ) | ||||
|
Equity offering costs |
(127,112 | ) | (79,444 | ) | ||||
|
Borrowings on debt |
108,495,309 | 101,700,000 | ||||||
|
Repayments on debt |
(77,924,554 | ) | (62,000,000 | ) | ||||
|
|
|
|
|
|
|
|||
|
Net cash provided by (used for) financing activities |
75,078,704 | 68,963,287 | ||||||
|
|
|
|
|
|
|
|||
|
Effect of exchange rate changes on cash denominated in foreign currency |
24,764 | (23,769 | ) | |||||
|
Net increase (decrease) in cash, cash equivalents and foreign currency |
(1,328,404 | ) | (59,221 | ) | ||||
|
Cash, cash equivalents and foreign currency, beginning of period |
10,368,823 | 9,270,912 | ||||||
|
|
|
|
|
|
|
|||
| Cash, cash equivalents and foreign currency, end of period | $ | 9,040,419 | $ | 9,211,691 | ||||
|
|
|
|
|
|
|
|||
| Supplemental and non-cash financing activities: | ||||||||
|
Cash paid during the period for interest |
$ | 5,070,645 | $ | 2,837,386 | ||||
|
Issuance of common stock pursuant to distribution reinvestment plan |
$ | 648,755 | $ | 205,458 | ||||
|
Accrued but unpaid equity offering costs |
$ | 68,096 | $ | 45,397 | ||||
|
Accrued but unpaid distributions |
$ | 6,660,776 | $ | 3,876,873 | ||||
See accompanying notes
6
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Investments (1) |
||||||||||||||||||||||||||||||
|
United States |
||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Automobiles & Components |
||||||||||||||||||||||||||||||
|
AP Exhaust Acquisition, LLC (2) |
Senior Secured Second Lien |
L + 850 | (3) | 11.31 | % | 05/2025 | $ | 9,072,563 | $ | 8,815,446 | 2.3 | % | $ | 7,382,652 | ||||||||||||||||
|
Auto-Vehicle Parts, LLC (2) |
Senior Secured First Lien |
L + 450 | (4) | 6.90 | % | 01/2023 | 4,744,386 | 4,690,907 | 1.5 | 4,744,386 | ||||||||||||||||||||
|
Auto-Vehicle Parts, LLC (2) (5) (6) |
Senior Secured First Lien |
01/2023 | — | (6,319 | ) | — | — | |||||||||||||||||||||||
|
Continental Battery Company (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.15 | % | 12/2022 | 3,993,375 | 3,941,376 | 1.2 | 3,993,375 | ||||||||||||||||||||
|
Continental Battery Company (2) (5) |
Senior Secured First Lien |
L + 475 | (4) | 7.15 | % | 12/2022 | 7,211,719 | 7,099,828 | 2.2 | 7,211,719 | ||||||||||||||||||||
|
Empire Auto Parts, LLC (2) |
Senior Secured First Lien |
L + 550 | (3) | 7.98 | % | 09/2024 | 2,481,250 | 2,437,101 | 0.8 | 2,506,062 | ||||||||||||||||||||
|
Empire Auto Parts, LLC (2) (5) (6) |
Senior Secured First Lien |
09/2024 | — | (6,909 | ) | — | 4,000 | |||||||||||||||||||||||
|
POC Investors, LLC (2) |
Senior Secured First Lien |
L + 550 | (3) | 7.83 | % | 11/2021 | 9,491,858 | 9,395,788 | 3.0 | 9,541,174 | ||||||||||||||||||||
|
POC Investors, LLC (2) (5) (6) |
Senior Secured First Lien |
11/2021 | — | (8,569 | ) | — | 5,196 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 36,995,151 | 36,358,649 | 11.0 | 35,388,564 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Capital Goods |
||||||||||||||||||||||||||||||
|
Alion Science and Technology Corporation |
Senior Secured First Lien |
L + 450 | (4) | 6.90 | % | 08/2021 | 3,000,000 | 3,000,000 | 0.9 | 3,009,375 | ||||||||||||||||||||
|
Alion Science and Technology Corporation (2) |
Unsecured Debt |
11.00 | % | 08/2022 | 6,542,905 | 6,423,031 | 2.0 | 6,575,620 | ||||||||||||||||||||||
|
Midwest Industrial Rubber (2) |
Senior Secured First Lien |
L + 525 | (3) | 7.58 | % | 12/2021 | 5,965,968 | 5,908,245 | 1.9 | 5,965,968 | ||||||||||||||||||||
|
Midwest Industrial Rubber (2) (5) |
Senior Secured First Lien |
L + 525 | (3) | 7.70 | % | 12/2021 | 218,750 | 213,963 | 0.1 | 218,750 | ||||||||||||||||||||
|
Potter Electric Signal Company (2) (5) |
Senior Secured First Lien |
P + 325 | (7) | 8.75 | % | 12/2022 | 153,225 | 149,322 | — | 150,975 | ||||||||||||||||||||
|
Potter Electric Signal Company (2) |
Senior Secured First Lien |
L + 425 | (8) | 6.54 | % | 12/2023 | 2,518,125 | 2,493,548 | 0.8 | 2,505,534 | ||||||||||||||||||||
|
Potter Electric Signal Company (2) (5) |
Senior Secured First Lien |
L + 425 | (3) | 6.83 | % | 12/2023 | 192,733 | 186,662 | 0.1 | 189,233 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 18,591,706 | 18,374,771 | 5.8 | 18,615,455 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Commercial & Professional Services |
||||||||||||||||||||||||||||||
|
Advantage Sales & Marketing, Inc. |
Senior Secured First Lien |
L + 325 | (3) | 5.58 | % | 07/2021 | 815,743 | 815,902 | 0.2 | 748,648 | ||||||||||||||||||||
|
Advantage Sales & Marketing, Inc. |
Senior Secured Second Lien |
L + 650 | (3) | 8.83 | % | 07/2022 | 500,000 | 501,723 | 0.1 | 398,127 | ||||||||||||||||||||
|
Allied Universal Holdco, LLC |
Senior Secured First Lien |
06/2026 | 13,648,649 | 13,512,162 | 4.3 | 13,614,527 | ||||||||||||||||||||||||
|
Allied Universal Holdco, LLC (5) (6) |
Senior Secured First Lien |
06/2026 | — | — | — | (3,378 | ) | |||||||||||||||||||||||
|
Allied Universal Holdco, LLC (2) |
Senior Secured Second Lien |
L + 850 | (4) | 10.90 | % | 07/2023 | 750,000 | 720,078 | 0.2 | 757,500 | ||||||||||||||||||||
|
ASP MCS Acquisition Corp. |
Senior Secured First Lien |
L + 475 | (4) | 7.15 | % | 05/2024 | 5,267,500 | 5,247,872 | 1.0 | 3,318,525 | ||||||||||||||||||||
|
BFC Solmetex LLC & Bonded Filter Co. LLC (2) (5) |
Senior Secured First Lien |
L + 625 | (3) | 8.58 | % | 04/2023 | 720,000 | 707,304 | 0.2 | 729,336 | ||||||||||||||||||||
|
BFC Solmetex LLC & Bonded Filter Co. LLC (2) |
Senior Secured First Lien |
L + 625 | (3) | 8.58 | % | 09/2023 | 6,638,001 | 6,520,236 | 2.1 | 6,720,629 | ||||||||||||||||||||
|
BFC Solmetex LLC & Bonded Filter Co. LLC (2) (5) (6) |
Senior Secured First Lien |
09/2023 | — | (7,206 | ) | — | 10,581 | |||||||||||||||||||||||
|
CHA Holdings, Inc (2) |
Senior Secured First Lien |
L + 450 | (3) | 6.83 | % | 04/2025 | 4,879,286 | 4,858,320 | 1.5 | 4,873,187 | ||||||||||||||||||||
|
CHA Holdings, Inc (2) (5) |
Senior Secured First Lien |
L + 450 | (3) | 6.81 | % | 04/2025 | 1,028,572 | 1,024,139 | 0.3 | 1,027,232 | ||||||||||||||||||||
|
DFS Intermediate Holdings, LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.65 | % | 03/2022 | 8,837,925 | 8,734,396 | 2.8 | 8,837,925 | ||||||||||||||||||||
|
DFS Intermediate Holdings, LLC (2) (5) |
Senior Secured First Lien |
L + 525 | (4) | 7.65 | % | 03/2022 | 4,836,861 | 4,756,980 | 1.5 | 4,836,861 | ||||||||||||||||||||
See accompanying notes
7
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
GH Holding Company (2) |
Senior Secured First Lien |
L + 450 | (4) | 6.90 | % | 02/2023 | $ | 1,481,250 | $ | 1,475,581 | 0.5 | % | $ | 1,481,250 | ||||||||||||||||
|
GI Revelation Acquisition LLC |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 04/2025 | 7,433,684 | 7,400,539 | 2.3 | 7,377,932 | ||||||||||||||||||||
|
Hepaco, LLC (2) (5) |
Senior Secured First Lien |
L + 475 | (4) | 7.14 | % | 08/2023 | 416,667 | 414,000 | 0.1 | 416,667 | ||||||||||||||||||||
|
Hepaco, LLC (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.15 | % | 08/2024 | 5,177,750 | 5,134,390 | 1.6 | 5,177,750 | ||||||||||||||||||||
|
Hepaco, LLC (2) (5) |
Senior Secured First Lien |
L + 475 | (4) | 7.15 | % | 08/2024 | 3,998,165 | 3,961,172 | 1.3 | 3,998,165 | ||||||||||||||||||||
|
Jordan Healthcare Inc. (2) (5) |
Senior Secured First Lien |
L + 550 | (3) | 7.83 | % | 07/2022 | 162,000 | 159,173 | 0.1 | 166,500 | ||||||||||||||||||||
|
Jordan Healthcare Inc. (2) |
Senior Secured First Lien |
L + 550 | (3) | 7.83 | % | 07/2022 | 4,041,907 | 4,014,466 | 1.3 | 4,082,326 | ||||||||||||||||||||
|
Jordan Healthcare Inc. (2) (5) |
Senior Secured First Lien |
L + 550 | (3) | 7.83 | % | 07/2022 | 701,679 | 692,895 | 0.2 | 713,717 | ||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) |
Senior Secured Second Lien |
L + 875 | (3) | 11.35 | % | 03/2025 | 8,101,633 | 7,916,417 | 2.5 | 8,061,124 | ||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) (5) |
Senior Secured Second Lien |
L + 875 | (3) | 11.35 | % | 03/2025 | 466,576 | 450,174 | 0.1 | 461,317 | ||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) |
Unsecured Debt |
L + 1350 PIK | (3) | 13.50 | % | 03/2026 | 889,101 | 878,260 | 0.3 | 815,126 | ||||||||||||||||||||
|
Miraclon Corporation (2) |
Senior Secured First Lien |
L + 625 | (3) | 8.84 | % | 03/2026 | 4,161,529 | 4,039,670 | 1.3 | 4,161,529 | ||||||||||||||||||||
|
SavATree, LLC (2) |
Senior Secured First Lien |
L + 525 | (3) | 7.58 | % | 06/2022 | 3,975,920 | 3,928,518 | 1.2 | 3,975,920 | ||||||||||||||||||||
|
SavATree, LLC (2) (5) (6) |
Senior Secured First Lien |
06/2022 | — | (6,428 | ) | — | — | |||||||||||||||||||||||
|
SavATree, LLC (2) (5) (6) |
Senior Secured First Lien |
06/2022 | — | (7,826 | ) | — | — | |||||||||||||||||||||||
|
TecoStar Holdings, Inc. (2) |
Senior Secured Second Lien |
L + 850 | (4) | 10.91 | % | 11/2024 | 5,000,000 | 4,902,019 | 1.6 | 5,000,000 | ||||||||||||||||||||
|
UP Acquisition Corp (2) |
Senior Secured First Lien |
L + 575 | (4) | 6.75 | % | 05/2024 | 4,400,000 | 4,313,529 | 1.4 | 4,400,000 | ||||||||||||||||||||
|
UP Acquisition Corp (2) (5) (6) |
Senior Secured First Lien |
05/2024 | — | (24,466 | ) | — | — | |||||||||||||||||||||||
|
USAGM HoldCo LLC (2) |
Senior Secured Second Lien |
11.00 | % | 07/2023 | 2,380,952 | 2,345,737 | 0.8 | 2,404,762 | ||||||||||||||||||||||
|
USAGM HoldCo LLC |
Senior Secured Second Lien |
L + 850 | (4) | 10.90 | % | 07/2023 | 10,000,000 | 9,756,349 | 3.1 | 10,006,250 | ||||||||||||||||||||
|
Valet Waste Holdings, Inc. |
Senior Secured First Lien |
L + 400 | (4) | 6.40 | % | 09/2025 | 14,887,500 | 14,853,534 | 4.6 | 14,840,977 | ||||||||||||||||||||
|
Xcentric Mold and Engineering Acquisition Company, LLC (2) |
Senior Secured First Lien |
L + 575 | (4) | 8.18 | % | 01/2022 | 5,636,375 | 5,575,633 | 1.7 | 5,477,380 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 131,235,225 | 129,565,242 | 40.2 | 128,888,392 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Consumer Durables & Apparel |
||||||||||||||||||||||||||||||
|
EiKo Global, LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 06/2023 | 3,273,000 | 3,217,226 | 1.0 | 3,273,000 | ||||||||||||||||||||
|
EiKo Global, LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 06/2023 | 112,500 | 99,715 | 0.1 | 112,500 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 3,385,500 | 3,316,941 | 1.1 | 3,385,500 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Consumer Services |
||||||||||||||||||||||||||||||
|
Colibri Group LLC (2) |
Senior Secured First Lien |
L + 575 | (4) | 8.16 | % | 05/2025 | 8,250,000 | 8,047,800 | 2.6 | 8,250,000 | ||||||||||||||||||||
|
Colibri Group LLC (2) (5) (6) |
Senior Secured First Lien |
05/2025 | — | (32,879 | ) | — | — | |||||||||||||||||||||||
|
Colibri Group LLC (2) (5) |
Senior Secured First Lien |
P + 475 | (7) | 10.25 | % | 05/2025 | 66,667 | 42,312 | — | 66,667 | ||||||||||||||||||||
|
COP Home Services Holdings, Inc. (2) |
Senior Secured First Lien |
L + 450 | (3) | 7.04 | % | 05/2025 | 3,482,879 | 3,414,475 | 1.1 | 3,465,465 | ||||||||||||||||||||
|
COP Home Services Holdings, Inc. (2) (5) (6) |
Senior Secured First Lien |
05/2025 | — | (19,295 | ) | — | (5,805 | ) | ||||||||||||||||||||||
|
Counsel On Call, LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.66 | % | 09/2022 | 3,015,114 | 2,991,834 | 0.9 | 3,045,265 | ||||||||||||||||||||
|
Counsel On Call, LLC (2) (5) (6) |
Senior Secured First Lien |
09/2022 | — | (2,710 | ) | — | 4,000 | |||||||||||||||||||||||
See accompanying notes
8
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
JLL XDD, Inc. (2) |
Senior Secured First Lien |
L + 475 | (3) | 7.33 | % | 12/2023 | $ | 2,144,625 | $ | 2,091,148 | 0.7 | % | $ | 2,123,226 | ||||||||||||||||
|
Learn-It Systems, LLC (2) |
Senior Secured First Lien |
L + 450 | (3) | 6.90 | % | 03/2025 | 4,389,000 | 4,286,382 | 1.4 | 4,389,000 | ||||||||||||||||||||
|
Learn-It Systems, LLC (2) (5) |
Senior Secured First Lien |
L + 450 | (4) | 6.90 | % | 03/2025 | 300,000 | 285,688 | 0.1 | 300,000 | ||||||||||||||||||||
|
Learn-It Systems, LLC (2) (5) (6) |
Senior Secured First Lien |
03/2025 | — | (60,563 | ) | — | — | |||||||||||||||||||||||
|
New Mountain Learning (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 03/2024 | 2,217,583 | 2,181,335 | 0.6 | 1,898,704 | ||||||||||||||||||||
|
New Mountain Learning (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 03/2024 | 575,000 | 565,584 | 0.2 | 488,722 | ||||||||||||||||||||
|
NS Intermediate Holdings, LLC (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.15 | % | 09/2021 | 2,836,604 | 2,810,593 | 0.9 | 2,836,604 | ||||||||||||||||||||
|
NS Intermediate Holdings, LLC (2) (5) (6) |
Senior Secured First Lien |
09/2021 | — | (1,965 | ) | — | — | |||||||||||||||||||||||
|
Pre-Paid Legal Services, Inc. |
Senior Secured First Lien |
L + 325 | (4) | 5.65 | % | 05/2025 | 3,620,655 | 3,605,135 | 1.1 | 3,620,655 | ||||||||||||||||||||
|
Pre-Paid Legal Services, Inc. |
Senior Secured Second Lien |
L + 750 | (4) | 9.90 | % | 05/2026 | 9,333,333 | 9,244,221 | 2.9 | 9,294,413 | ||||||||||||||||||||
|
Teaching Strategies LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 05/2024 | 9,281,250 | 9,084,552 | 2.9 | 9,306,526 | ||||||||||||||||||||
|
Teaching Strategies LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 05/2024 | 182,466 | 169,700 | 0.1 | 184,180 | ||||||||||||||||||||
|
United Language Group, Inc. (2) |
Senior Secured First Lien |
L + 600 | (4) | 8.50 | % | 12/2021 | 5,112,775 | 5,042,835 | 1.5 | 5,052,540 | ||||||||||||||||||||
|
Vistage Worldwide, Inc. |
Senior Secured First Lien |
L + 400 | (4) | 6.40 | % | 02/2025 | 8,511,263 | 8,518,160 | 2.6 | 8,484,665 | ||||||||||||||||||||
|
Wrench Group LLC (2) |
Senior Secured First Lien |
L + 425 | (9) | 6.45 | % | 04/2026 | 4,607,480 | 4,562,089 | 1.4 | 4,607,480 | ||||||||||||||||||||
|
Wrench Group LLC (2) (5) |
Senior Secured First Lien |
04/2026 | — | — | — | — | ||||||||||||||||||||||||
|
Wrench Group LLC (2) |
Senior Secured Second Lien |
L + 788 | (9) | 10.07 | % | 04/2027 | 2,500,000 | 2,426,047 | 0.8 | 2,500,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 70,426,694 | 69,252,478 | 21.8 | 69,912,307 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Diversified Financials |
||||||||||||||||||||||||||||||
|
Vanguard Holdings Corp. (2) (5) |
Senior Secured First Lien |
L + 500 | (4) | 6.00 | % | 09/2023 | 526,916 | 507,539 | 0.1 | 526,916 | ||||||||||||||||||||
|
Vanguard Holdings Corp. (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 09/2023 | 11,761,125 | 11,556,947 | 3.7 | 11,761,125 | ||||||||||||||||||||
|
Vanguard Holdings Corp. (2) (5) (6) |
Senior Secured First Lien |
09/2023 | — | (12,112 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 12,288,041 | 12,052,374 | 3.8 | 12,288,041 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Energy |
||||||||||||||||||||||||||||||
|
BJ Services, LLC (2) (10) |
Senior Secured First Lien |
L + 1033 | (3) | 12.92 | % | 01/2023 | 8,500,000 | 8,421,815 | 2.6 | 8,500,000 | ||||||||||||||||||||
|
BJ Services, LLC (2) |
Senior Secured First Lien |
L + 700 | (3) | 9.59 | % | 01/2023 | 5,000,000 | 4,954,541 | 1.6 | 5,000,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 13,500,000 | 13,376,356 | 4.2 | 13,500,000 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food & Staples Retailing |
||||||||||||||||||||||||||||||
|
Isagenix International, LLC |
Senior Secured First Lien |
L + 575 | (3) | 8.08 | % | 06/2025 | 6,650,000 | 6,617,827 | 1.6 | 5,286,750 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food, Beverage & Tobacco |
||||||||||||||||||||||||||||||
|
Mann Lake Ltd. (2) |
Senior Secured First Lien |
L + 550 | (3) | 7.82 | % | 10/2024 | 3,283,500 | 3,224,364 | 1.0 | 3,283,500 | ||||||||||||||||||||
|
Mann Lake Ltd. (2) (5) |
Senior Secured First Lien |
L + 550 | (3) | 7.82 | % | 10/2024 | 54,000 | 38,217 | — | 54,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,337,500 | 3,262,581 | 1.0 | 3,337,500 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Health Care Equipment & Services |
||||||||||||||||||||||||||||||
|
Ameda, Inc. (2) |
Senior Secured First Lien |
L + 700 | (4) | 9.40 | % | 09/2022 | 2,565,122 | 2,532,429 | 0.8 | 2,466,039 | ||||||||||||||||||||
|
Ameda, Inc. (2) (5) |
Senior Secured First Lien |
L + 700 | (4) | 9.40 | % | 09/2022 | 187,500 | 183,911 | 0.1 | 175,912 | ||||||||||||||||||||
|
Avalign Technologies, Inc. (2) (5) (6) |
Senior Secured First Lien |
12/2025 | — | — | — | (2,062 | ) | |||||||||||||||||||||||
See accompanying notes
9
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Avalign Technologies, Inc. (2) |
Senior Secured First Lien |
L + 450 | (3) |
|
6.70
|
%
|
12/2025 | $ | 17,094,549 | $ | 16,932,443 | 5.3 | % | $ | 17,051,813 | |||||||||||||||
|
Carestream Health, Inc. (11) |
Senior Secured First Lien |
L + 575 | (4) | 8.15 | % | 02/2021 | 198,407 | 198,434 | 0.1 | 192,455 | ||||||||||||||||||||
|
Carestream Health, Inc. (2) (11) |
Senior Secured Second Lien |
L + 950 | (4) | 11.90 | % | 06/2021 | 154,612 | 154,612 | — | 148,814 | ||||||||||||||||||||
|
Centauri Health Solutions, Inc (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 01/2022 | 895,500 | 883,556 | 0.3 | 904,455 | ||||||||||||||||||||
|
Centauri Health Solutions, Inc. (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 01/2022 | 14,617,757 | 14,422,715 | 4.6 | 14,763,935 | ||||||||||||||||||||
|
Centauri Health Solutions, Inc. (2) (5) (6) |
Senior Secured First Lien |
01/2022 | — | (10,868 | ) | — | 15,750 | |||||||||||||||||||||||
|
CRA MSO, LLC (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.16 | % | 12/2023 | 1,243,750 | 1,221,516 | 0.4 | 1,243,750 | ||||||||||||||||||||
|
CRA MSO, LLC (2) (5) (6) |
Senior Secured First Lien |
12/2023 | — | (10,208 | ) | — | — | |||||||||||||||||||||||
|
ExamWorks Group, Inc. (2) |
Senior Secured Second Lien |
L + 725 | (4) | 9.65 | % | 07/2024 | 5,735,294 | 5,610,673 | 1.8 | 5,706,618 | ||||||||||||||||||||
|
GrapeTree Medical Staffing, LLC (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 10/2022 | 1,670,250 | 1,649,893 | 0.5 | 1,670,250 | ||||||||||||||||||||
|
GrapeTree Medical Staffing, LLC (2) (5) (6) |
Senior Secured First Lien |
10/2022 | — | (5,201 | ) | — | — | |||||||||||||||||||||||
|
MDVIP, Inc. (2) |
Senior Secured First Lien |
L + 425 | (4) | 6.65 | % | 11/2024 | 9,708,398 | 9,708,398 | 3.0 | 9,696,262 | ||||||||||||||||||||
|
NMN Holdings III Corp. (2) |
Senior Secured Second Lien |
L + 775 | (4) | 10.15 | % | 11/2026 | 7,222,222 | 7,017,120 | 2.2 | 7,222,222 | ||||||||||||||||||||
|
NMN Holdings III Corp. (2) (5) (6) |
Senior Secured Second Lien |
11/2026 | — | (23,032 | ) | — | — | |||||||||||||||||||||||
|
NMSC Holdings, Inc. (2) |
Senior Secured Second Lien |
L + 1000 | (3) | 12.58 | % | 10/2023 | 4,307,480 | 4,190,685 | 1.3 | 4,308,123 | ||||||||||||||||||||
|
Omni Ophthalmic Management
Consultants,
|
Senior Secured First Lien |
09/2021 | — | (23,804 | ) | — | — | |||||||||||||||||||||||
|
Omni Ophthalmic Management Consultants, LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.66 | % | 09/2021 | 6,982,500 | 6,881,310 | 2.2 | 6,982,500 | ||||||||||||||||||||
|
Professional Physical Therapy (2) |
Senior Secured First Lien |
|
L + 750
(including 400 PIK |
) (3) |
9.94 | % | 12/2022 | 8,819,513 | 8,432,281 | 2.3 | 7,232,000 | |||||||||||||||||||
|
PT Network, LLC (2) (5) |
Senior Secured First Lien |
P + 450 | (7) | 10.00 | % | 11/2021 | 318,486 | 317,518 | 0.1 | 310,437 | ||||||||||||||||||||
|
PT Network, LLC (2) |
Senior Secured First Lien |
L + 550 | (3) | 8.10 | % | 11/2021 | 4,698,827 | 4,687,232 | 1.4 | 4,604,283 | ||||||||||||||||||||
|
Safco Dental Supply, LLC (2) |
Senior Secured First Lien |
L + 550 | (4) | 7.91 | % | 06/2025 | 5,450,000 | 5,355,210 | 1.7 | 5,395,972 | ||||||||||||||||||||
|
Safco Dental Supply, LLC (2) (5) (6) |
Senior Secured First Lien |
06/2025 | — | (10,419 | ) | — | (5,948 | ) | ||||||||||||||||||||||
|
Smile Brands, Inc. (2) (5) |
Senior Secured First Lien |
P + 350 | (7) | 9.00 | % | 10/2023 | 80,000 | 77,444 | — | 78,500 | ||||||||||||||||||||
|
Smile Brands, Inc. (2) (5) |
Senior Secured First Lien |
L + 450 | (9) | 7.38 | % | 10/2024 | 272,064 | 265,054 | 0.1 | 268,069 | ||||||||||||||||||||
|
Smile Brands, Inc. (2) |
Senior Secured First Lien |
L + 450 | (3) | 7.38 | % | 10/2024 | 2,089,500 | 2,070,684 | 0.6 | 2,079,053 | ||||||||||||||||||||
|
Smile Doctors LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 10/2022 | 77,083 | 76,362 | — | 77,083 | ||||||||||||||||||||
|
Smile Doctors LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 10/2022 | 3,189,146 | 3,157,864 | 1.0 | 3,221,037 | ||||||||||||||||||||
|
Smile Doctors LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 10/2022 | 1,201,420 | 1,197,526 | 0.4 | 1,221,738 | ||||||||||||||||||||
|
Upstream Rehabilition, Inc. (2) |
Senior Secured First Lien |
L + 400 | (4) | 6.40 | % | 01/2024 | 2,117,750 | 2,109,441 | 0.7 | 2,117,666 | ||||||||||||||||||||
|
Upstream Rehabilition, Inc. (2) (5) (6) |
Senior Secured First Lien |
01/2024 | — | (752 | ) | — | (8 | ) | ||||||||||||||||||||||
|
Zest Acquisition Corp. |
Senior Secured First Lien |
L + 350 | (4) | 5.91 | % | 03/2025 | 8,874,663 | 8,875,321 | 2.6 | 8,467,937 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 109,771,793 | 108,125,348 | 33.5 | 107,614,655 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
See accompanying notes
10
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Household & Personal Products |
||||||||||||||||||||||||||||||
|
Tranzonic (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.15 | % | 03/2023 | $ | 4,002,795 | $ | 3,970,445 | 1.3 | % | $ | 4,002,795 | ||||||||||||||||
|
Tranzonic (2) (5) |
Senior Secured First Lien |
P + 375 | (7) | 9.25 | % | 03/2023 | 22,000 | 17,889 | — | 22,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 4,024,795 | 3,988,334 | 1.3 | 4,024,795 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Insurance |
||||||||||||||||||||||||||||||
|
Comet Acquisition, Inc. |
Senior Secured Second Lien |
L + 750 | (3) | 10.02 | % | 10/2026 | 4,632,123 | 4,621,188 | 1.4 | 4,608,962 | ||||||||||||||||||||
|
Integrity Marketing Group, LLC (2) (5) |
Senior Secured First Lien |
L + 425 | (3) | 6.58 | % | 11/2025 | 2,600,000 | 2,532,583 | 0.8 | 2,552,265 | ||||||||||||||||||||
|
Integro Parent Inc. (2) (11) |
Senior Secured First Lien |
L + 575 | (3) | 8.27 | % | 10/2022 | 482,642 | 477,672 | 0.2 | 472,989 | ||||||||||||||||||||
|
Integro Parent Inc. (2) (11) |
Senior Secured Second Lien |
L + 925 | (3) | 11.65 | % | 10/2023 | 380,282 | 376,164 | 0.1 | 380,282 | ||||||||||||||||||||
|
Integro Parent Inc. (2) (11) |
Senior Secured Second Lien |
L + 925 | (3) | 11.77 | % | 10/2023 | 2,915,493 | 2,878,119 | 0.9 | 2,915,493 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 11,010,540 | 10,885,726 | 3.4 | 10,929,991 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Materials |
||||||||||||||||||||||||||||||
|
Kestrel Parent, LLC (2) (5) (6) |
Senior Secured First Lien |
11/2023 | — | (19,025 | ) | — | — | |||||||||||||||||||||||
|
Kestrel Parent, LLC (2) |
Senior Secured First Lien |
L + 600 | (4) | 8.40 | % | 11/2025 | 6,774,067 | 6,616,332 | 2.1 | 6,774,067 | ||||||||||||||||||||
|
Maroon Group, LLC (2) |
Senior Secured First Lien |
L + 675 | (3) | 9.10 | % | 08/2022 | 2,425,472 | 2,406,850 | 0.8 | 2,425,472 | ||||||||||||||||||||
|
Maroon Group, LLC (2) (5) |
Senior Secured First Lien |
P + 575 | (7) | 11.25 | % | 08/2022 | 154,000 | 151,426 | — | 154,000 | ||||||||||||||||||||
|
Maroon Group, LLC (2) (5) (6) |
Senior Secured First Lien |
08/2022 | — | (9,194 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 9,353,539 | 9,146,389 | 2.9 | 9,353,539 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Media |
||||||||||||||||||||||||||||||
|
Hoya Midco, LLC (2) |
Senior Secured Second Lien |
L + 875 | (4) | 11.15 | % | 06/2025 | 540,540 | 514,470 | 0.2 | 545,946 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Pharmaceuticals, Biotechnology & Life Sciences |
||||||||||||||||||||||||||||||
|
Trinity Partners, LLC (2) |
Senior Secured First Lien |
L + 500 | (3) | 7.32 | % | 02/2023 | 3,211,957 | 3,174,370 | 1.0 | 3,211,957 | ||||||||||||||||||||
|
Trinity Partners, LLC (2) (5) (6) |
Senior Secured First Lien |
02/2023 | — | (6,560 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,211,957 | 3,167,810 | 1.0 | 3,211,957 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Retailing |
||||||||||||||||||||||||||||||
|
Slickdeals Holdings, LLC (2) (5) (6) |
Senior Secured First Lien |
06/2023 | — | (15,794 | ) | — | 3,636 | |||||||||||||||||||||||
|
Slickdeals Holdings, LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.44 | % | 06/2024 | 10,800,019 | 10,544,548 | 3.4 | 10,854,019 | ||||||||||||||||||||
|
Strategic Partners, Inc. (2) |
Senior Secured First Lien |
L + 375 | (4) | 6.15 | % | 06/2023 | 6,354,683 | 6,343,938 | 2.0 | 6,362,626 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 17,154,702 | 16,872,692 | 5.4 | 17,220,281 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Software & Services |
||||||||||||||||||||||||||||||
|
Ansira Partners, Inc. (2) |
Senior Secured First Lien |
L + 575 | (4) | 8.15 | % | 12/2022 | 6,901,798 | 6,858,335 | 2.2 | 6,884,543 | ||||||||||||||||||||
|
Ansira Partners, Inc. (2) (5) |
Senior Secured First Lien |
L + 575 | (4) | 8.17 | % | 12/2022 | 629,413 | 624,991 | 0.2 | 627,036 | ||||||||||||||||||||
|
Avaap USA LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.65 | % | 03/2023 | 4,176,000 | 4,101,864 | 1.3 | 4,176,000 | ||||||||||||||||||||
|
Avaap USA LLC (2) (5) (6) |
Senior Secured First Lien |
03/2023 | — | (5,214 | ) | — | — | |||||||||||||||||||||||
|
Benesys, Inc. (2) |
Senior Secured First Lien |
L + 425 | (4) | 6.66 | % | 10/2024 | 1,439,375 | 1,419,940 | 0.4 | 1,426,410 | ||||||||||||||||||||
|
Benesys, Inc. (2) (5) |
Senior Secured First Lien |
L + 425 | (3) | 6.66 | % | 10/2024 | 60,000 | 58,026 | — | 58,649 | ||||||||||||||||||||
|
C-4 Analytics, LLC (2) |
Senior Secured First Lien |
L + 450 | (4) | 6.90 | % | 08/2023 | 10,365,375 | 10,232,447 | 3.3 | 10,417,202 | ||||||||||||||||||||
|
C-4 Analytics, LLC (2) (5) (6) |
Senior Secured First Lien |
08/2023 | — | (7,251 | ) | — | — | |||||||||||||||||||||||
See accompanying notes
11
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
CAT Buyer, LLC (2) |
Senior Secured First Lien |
L + 550 | (4) | 7.91 | % | 04/2024 | $ | 3,600,000 | $ | 3,522,925 | 1.1 | % | $ | 3,588,781 | ||||||||||||||||
|
CAT Buyer, LLC (2) (5) (6) |
Senior Secured First Lien |
04/2024 | — | (7,433 | ) | — | (1,091 | ) | ||||||||||||||||||||||
|
Claritas, LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.33 | % | 12/2023 | 1,135,625 | 1,124,831 | 0.4 | 1,135,625 | ||||||||||||||||||||
|
Claritas, LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.40 | % | 12/2023 | 37,500 | 34,678 | — | 37,500 | ||||||||||||||||||||
|
List Partners, Inc. (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 01/2023 | 4,646,375 | 4,577,590 | 1.5 | 4,692,839 | ||||||||||||||||||||
|
List Partners, Inc. (2) (5) (6) |
Senior Secured First Lien |
01/2023 | — | (9,669 | ) | — | 14,000 | |||||||||||||||||||||||
|
Mediaocean LLC |
Senior Secured First Lien |
L + 425 | (4) | 6.66 | % | 08/2022 | 8,328,734 | 8,290,860 | 2.6 | 8,342,602 | ||||||||||||||||||||
|
Perforce Software Inc. (2) |
Senior Secured First Lien |
07/2026 | 12,500,000 | 12,437,500 | 3.9 | 12,500,000 | ||||||||||||||||||||||||
|
Ruffalo Noel Levitz, LLC (2) |
Senior Secured First Lien |
L + 600 | (9) | 8.69 | % | 05/2022 | 2,550,000 | 2,516,508 | 0.8 | 2,537,250 | ||||||||||||||||||||
|
Ruffalo Noel Levitz, LLC (2) (5) (6) |
Senior Secured First Lien |
05/2022 | — | (3,867 | ) | — | (1,500 | ) | ||||||||||||||||||||||
|
SMS Systems Maintenance Services, Inc. (2) (12) |
Senior Secured Second Lien |
|
PIK
15.00 |
% |
10/2024 | 6,155,879 | 5,619,108 | 0.8 | 2,602,520 | |||||||||||||||||||||
|
SMS Systems Maintenance Services, Inc. (2) (12) |
Senior Secured Second Lien |
|
PIK
15.00 |
% |
10/2024 | 2,859,121 | 2,651,777 | 0.6 | 1,960,294 | |||||||||||||||||||||
|
SMS Systems Maintenance Services, Inc. (2) (12) |
Senior Secured Second Lien |
|
PIK
15.00 |
% |
10/2024 | 4,703,478 | 4,286,559 | 0.6 | 1,988,488 | |||||||||||||||||||||
|
Transportation Insight, LLC (2) (5) |
Senior Secured First Lien |
L + 450 | (4) | 6.90 | % | 12/2024 | 107,143 | 100,536 | — | 103,393 | ||||||||||||||||||||
|
Transportation Insight, LLC (2) |
Senior Secured First Lien |
L + 450 | (4) | 6.90 | % | 12/2024 | 5,233,700 | 5,186,667 | 1.6 | 5,207,531 | ||||||||||||||||||||
|
Transportation Insight, LLC (2) (5) (6) |
Senior Secured First Lien |
12/2024 | — | (11,111 | ) | — | (6,450 | ) | ||||||||||||||||||||||
|
Winxnet Holdings LLC (2) (5) (6) |
Senior Secured First Lien |
06/2023 | — | (3,193 | ) | — | (3,088 | ) | ||||||||||||||||||||||
|
Winxnet Holdings LLC (2) |
Senior Secured First Lien |
L + 600 | (4) | 8.40 | % | 06/2023 | 1,980,000 | 1,947,159 | 0.6 | 1,964,715 | ||||||||||||||||||||
|
Winxnet Holdings LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (4) | 8.40 | % | 06/2023 | 80,000 | 73,608 | — | 76,912 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 77,489,516 | 75,618,171 | 21.9 | 70,330,161 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Technology Hardware & Equipment |
||||||||||||||||||||||||||||||
|
Onvoy, LLC (2) |
Senior Secured Second Lien |
L + 1050 | (3) | 13.10 | % | 02/2025 | 2,635,052 | 2,534,871 | 0.7 | 2,161,173 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Transportation |
||||||||||||||||||||||||||||||
|
Pilot Air Freight, LLC (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 10/2022 | 5,444,753 | 5,416,203 | 1.7 | 5,444,753 | ||||||||||||||||||||
|
Pilot Air Freight, LLC (2) (5) |
Senior Secured First Lien |
L + 500 | (4) | 7.40 | % | 10/2022 | 1,214,586 | 1,214,586 | 0.4 | 1,214,586 | ||||||||||||||||||||
|
Pilot Air Freight, LLC (2) (5) (6) |
Senior Secured First Lien |
07/2024 | — | (5,489 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 6,659,339 | 6,625,300 | 2.1 | 6,659,339 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
United States |
$ | 538,261,590 | $ | 529,656,330 | 162.9 | % | $ | 522,654,346 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Equity Investments |
||||||||||||||||||||||||||||||
|
Automobiles & Components |
||||||||||||||||||||||||||||||
|
AP Centric (2) (13) |
Common Stock |
927 | 927,437 | — | 127,182 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Capital Goods |
||||||||||||||||||||||||||||||
|
Alion Science and Technology
|
Common Stock |
745,504 | 766,483 | 0.3 | 1,036,040 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Commercial & Professional Services |
||||||||||||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) (13) |
Preferred Stock |
20 | 19,794 | — | 19,794 | |||||||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) (13) |
Common Stock |
913 | 912,639 | 0.2 | 613,473 | |||||||||||||||||||||||||
|
TecoStar Holdings, Inc. (2) (13) |
Common Stock |
500,000 | 500,000 | 0.2 | 707,383 | |||||||||||||||||||||||||
See accompanying notes
12
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Universal Services Equity Investments (2) (13) |
Common Stock |
1,000,000 | $ | 1,000,000 | 0.9 | % | $ | 2,897,018 | ||||||||||||||||||||||
|
USAGM HoldCo LLC (2) (13) |
Common Stock |
346,956 | 558,223 | 0.3 | 1,005,138 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 1,847,889 | 2,990,656 | 1.6 | 5,242,806 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Consumer Services |
||||||||||||||||||||||||||||||
|
Green Wrench Acquisition, LLC (2) (13) |
Common Stock |
3,906 | 390,602 | 0.1 | 418,502 | |||||||||||||||||||||||||
|
Legalshield (2) (13) |
Common Stock |
527 | 526,882 | 0.2 | 679,758 | |||||||||||||||||||||||||
|
Wrench Group Holdings, LLC (2) (13) |
Common Stock, Class A |
1,094 | 109,398 | 0.1 | 117,212 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 5,527 | 1,026,882 | 0.4 | 1,215,472 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Diversified Financials |
||||||||||||||||||||||||||||||
|
CBDC Senior Loan
Fund
|
Partnership Interest |
27,500,000 | 27,500,000 | 8.3 | 26,787,440 | |||||||||||||||||||||||||
|
Gacp II LP (2) (5) (11) (15) |
Partnership Interest |
17,250,534 | 17,250,534 | 5.6 | 17,860,285 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 44,750,534 | 44,750,534 | 13.9 | 44,647,725 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Health Care Equipment & Services |
||||||||||||||||||||||||||||||
|
ExamWorks Group, Inc. (2) (13) |
Common Stock |
7,500 | 750,000 | 0.4 | 1,387,294 | |||||||||||||||||||||||||
|
MDVIP, Inc. (2) (13) |
Common Stock |
46,807 | 666,667 | 0.3 | 923,178 | |||||||||||||||||||||||||
|
NMN Holdings LP (2) (13) |
Common Stock |
11,111 | 1,111,111 | 0.4 | 1,103,796 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 65,418 | 2,527,778 | 1.1 | 3,414,268 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Insurance |
||||||||||||||||||||||||||||||
|
Integro Parent Inc. (2) (11) (13) |
Common Stock |
4,468 | 454,072 | 0.3 | 858,233 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Materials |
||||||||||||||||||||||||||||||
|
Kestrel Upperco, LLC (2) (13) |
Common Stock, Class A |
41,791 | 208,955 | 0.1 | 212,047 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Media |
||||||||||||||||||||||||||||||
|
Vivid Seats Ltd. (2) (13) |
Common Stock |
608,108 | 608,108 | 0.3 | 837,183 | |||||||||||||||||||||||||
|
Vivid Seats Ltd. (2) (13) |
Preferred Stock |
1,891,892 | 1,891,892 | 0.7 | 2,411,082 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,500,000 | 2,500,000 | 1.0 | 3,248,265 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Retailing |
||||||||||||||||||||||||||||||
|
Slickdeals Holdings, LLC (2) (13) |
Common Stock |
109 | 1,090,911 | 0.4 | 1,418,577 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Software & Services |
||||||||||||||||||||||||||||||
|
SMS Systems Maintenance Services, Inc. (2) (13) |
Common Stock |
1,142,789 | 1,144,520 | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Technology Hardware & Equipment |
||||||||||||||||||||||||||||||
|
Onvoy, LLC (2) (13) |
Common Stock, Class A |
3,649 | 364,948 | 0.1 | 232,118 | |||||||||||||||||||||||||
|
Onvoy, LLC (2) (13) |
Common Stock, Class B |
2,536 | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 6,185 | 364,948 | 0.1 | 232,118 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Equity Investments
|
$ | 51,111,141 | $ | 58,753,176 | 19.2 | % | $ | 61,652,733 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total United States |
$ | 588,409,506 | 182.1 | % | $ | 584,307,079 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Software & Services |
||||||||||||||||||||||||||||||
|
Corel Corp. (11) |
Senior Secured First Lien |
06/2026 | $ | 12,500,000 | 11,875,000 | 3.8 | 12,104,188 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
|
$ | 12,500,000 | $ | 11,875,000 | 3.8 | % | $ | 12,104,188 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total Canada | $ | 11,875,000 | 3.8 | % | $ | 12,104,188 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| France | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Technology Hardware & Equipment |
||||||||||||||||||||||||||||||
|
Parkeon, Inc. (11) |
Senior Secured First Lien |
|
E +
475 |
(16) |
4.75 | % | 04/2023 | € | 1,994,499 | 2,118,934 | 0.7 | 2,282,693 | ||||||||||||||||||
See accompanying notes
13
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Total Debt Investments
France |
€ | 1,994,499 | $ | 2,118,934 | 0.7 | % | $ | 2,282,693 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total France | $ | 2,118,934 | 0.7 | % | $ | 2,282,693 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Commercial & Professional Services |
|
|||||||||||||||||||||||||||||
|
Crusoe Bidco Limited (2) (11) |
Senior Secured First Lien |
L + 625 | (17) | 7.02 | % | 12/2025 | £ | $ 6,067,416 | $ | 7,388,900 | 2.4 | % | $ | 7,722,002 | ||||||||||||||||
|
Crusoe Bidco Limited (2) (5) (6) (11) |
Senior Secured First Lien |
12/2025 | — | — | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 6,067,416 | 7,388,900 | 2.4 | 7,722,002 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Debt Investments
United Kingdom |
£ | 6,067,416 | $ | 7,388,900 | 2.4 | % | $ | 7,722,002 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total United Kingdom | $ | 7,388,900 | 2.4 | % | $ | 7,722,002 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Netherlands | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Pharmaceuticals, Biotechnology & Life Sciences |
|
|||||||||||||||||||||||||||||
|
PharComp Parent B.V. (2) (5) (6) (11) |
Senior Secured First Lien |
02/2025 | € | — | — | — | (63,802 | ) | ||||||||||||||||||||||
|
PharComp Parent B.V. (2) (10) (11) |
Senior Secured First Lien |
E + 650 | (16) | 6.50 | % | 02/2025 | 6,909,804 | 7,608,585 | 2.4 | 7,632,821 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 6,909,804 | 7,608,585 | 2.4 | 7,569,019 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Debt Investments
Netherlands |
€ | 6,909,804 | $ | 7,608,585 | 2.4 | % | $ | 7,569,019 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Netherlands | $ | 7,608,585 | 2.4 | % | $ | 7,569,019 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Belgium | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Commercial & Professional Services |
|
|||||||||||||||||||||||||||||
|
MIR Bidco SA (2) (11) (13) (16) |
Senior Secured First Lien |
E + 625 | 6.25 | % | 03/2026 | € | 9,507,204 | 10,432,000 | 3.4 | 10,826,808 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Debt Investments
Belgium |
€ | 9,507,204 | $ | 10,432,000 | 3.4 | % | $ | 10,826,808 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Equity Investments |
||||||||||||||||||||||||||||||
|
Commercial & Professional Services |
||||||||||||||||||||||||||||||
|
MIR Bidco SA (2) (11) (13) |
Common Stock |
€ | 921 | 1,035 | — | 1,047 | ||||||||||||||||||||||||
|
MIR Bidco SA (2) (11) (13) |
Preferred Stock |
81,384 | 91,444 | — | 92,559 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 82,305 | 92,479 | — | 93,606 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Equity Investments
Belgium |
€ | 82,305 | $ | 92,479 | — | % | $ | 93,606 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Belgium | $ | 10,524,479 | 3.4 | % | $ | 10,920,414 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Total Investments | $ | 627,925,404 | 194.8 | % | $ | 624,905,395 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| * |
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Prime (“P”) or EURIBOR (“E”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at June 30, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| ** |
Percentage is based on net assets of $320,784,269 as of June 30, 2019. |
| (1) |
All positions held are non-controlled/non-affiliated investments, unless otherwise denoted, as defined by the Investment Company Act of 1940, as amended (“1940 Act”). Non-controlled/non-affiliated investments are investments that are neither controlled investments nor affiliated investments. |
| (2) |
The fair value of the investment was determined using significant unobservable inputs. See Note 2 “Summary of Significant Accounting Policies”. |
| (3) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of June 30, 2019 was 2.32%. |
| (4) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of June 30, 2019 was 2.40%. |
| (5) |
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”. |
| (6) |
The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan. |
See accompanying notes
14
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2019
| (7) |
The interest rate on these loans is subject to the U.S. Prime rate, which as of June 30, 2019 was 5.50%. |
| (8) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 12 month LIBOR plus a base rate. The 12 month LIBOR as of June 30, 2019 was 2.18%. |
| (9) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of June 30, 2019 was 2.20%. |
| (10) |
These loans are first lien/last-out term loans. In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders whereby the loan 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 amounts due thereunder. The Company holds the “last-out” tranche. |
| (11) |
Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition. |
| (12) |
The investment is on non-accrual status as of June 30, 2019. |
| (13) |
Non-income producing security. |
| (14) |
As defined in the Investment Company Act of 1940, the portfolio company is deemed to be a “controlled affiliated person” of the Company because the Company owns, either directly or indirectly, 25% or more of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. See Note 3 “Agreements and Related Party Transactions”. |
| (15) |
This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. |
| (16) |
The interest rate on these loans is subject to the greater of a EURIBOR floor or 3 month EURIBOR plus a base rate. The 3 month EURIBOR as of June 30, 2019 was (0.35)%. |
| (17) |
The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 3 month GBP LIBOR plus a base rate. The 3 month GBP LIBOR as of June 30, 2019 was 0.77%. |
Foreign Currency Exchange
Contracts
|
Counterparty |
Currency
Purchased |
Currency Sold | Settlement |
Unrealized
Appreciation (Depreciation) |
||||||||||||
|
Wells Fargo Bank, N.A. |
USD 7,974,709 | GBP 5,885,394 | 12/01/2023 | $ | 187,311 | |||||||||||
|
Wells Fargo Bank, N.A. |
USD 11,682,415 | EUR 9,221,988 | 04/10/2024 | (8,691 | ) | |||||||||||
|
Wells Fargo Bank, N.A. |
USD 8,602,672 | EUR 6,702,510 | 02/20/2024 | 120,767 | ||||||||||||
|
|
||||||||||||||||
| $ | 299,387 | |||||||||||||||
|
|
||||||||||||||||
| EUR |
Euro |
| GBP |
Great British Pound |
| PIK |
Payment In-Kind |
| USD |
United States Dollar |
See accompanying notes
15
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Investments (1) |
||||||||||||||||||||||||||||||
|
United States |
||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Automobiles & Components |
||||||||||||||||||||||||||||||
|
AP Exhaust Acquisition, LLC (2) |
Senior Secured Second Lien |
L + 850 | (3) | 11.41 | % | 05/2025 | $ | 9,072,563 | $ | 8,800,463 | 2.9 | % | $ | 7,607,476 | ||||||||||||||||
|
Auto-Vehicle Parts, LLC (2) |
Senior Secured First Lien |
L + 450 | (4) | 7.01 | % | 01/2023 | 4,857,500 | 4,795,943 | 1.9 | 4,857,500 | ||||||||||||||||||||
|
Auto-Vehicle Parts, LLC (2) (5) (6) |
Senior Secured First Lien |
01/2023 | — | (7,211 | ) | — | — | |||||||||||||||||||||||
|
Continental Battery Company (2) |
Senior Secured First Lien |
L + 450 | (4) | 7.02 | % | 12/2022 | 4,013,625 | 3,954,779 | 1.5 | 4,013,625 | ||||||||||||||||||||
|
Continental Battery Company (2) (5) (6) |
Senior Secured First Lien |
12/2022 | — | (11,755 | ) | — | — | |||||||||||||||||||||||
|
Continental Battery Company (2) (5) |
Senior Secured First Lien |
L + 450 | (4) | 7.02 | % | 12/2022 | 2,881,415 | 2,835,581 | 1.1 | 2,881,415 | ||||||||||||||||||||
|
Empire Auto Parts, LLC (2) |
Senior Secured First Lien |
L + 550 | (3) | 8.25 | % | 09/2024 | 2,493,750 | 2,446,027 | 1.0 | 2,493,750 | ||||||||||||||||||||
|
Empire Auto Parts, LLC (2) (5) (6) |
Senior Secured First Lien |
09/2024 | — | (7,569 | ) | — | — | |||||||||||||||||||||||
|
POC Investors, LLC (2) |
Senior Secured First Lien |
L + 550 | (3) | 8.32 | % | 11/2021 | 6,000,204 | 5,939,037 | 2.3 | 6,000,204 | ||||||||||||||||||||
|
POC Investors, LLC (2) (5) (6) |
Senior Secured First Lien |
11/2021 | — | (6,597 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 29,319,057 | 28,738,698 | 10.7 | 27,853,970 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Capital Goods |
||||||||||||||||||||||||||||||
|
Alion Science and Technology Corporation |
Senior Secured First Lien |
L + 450 | (4) | 7.02 | % | 08/2021 | 3,000,000 | 3,000,000 | 1.2 | 2,998,605 | ||||||||||||||||||||
|
Alion Science and Technology Corporation (2) |
Unsecured Debt |
11.00 | % | 08/2022 | 6,542,905 | 6,407,624 | 2.5 | 6,542,905 | ||||||||||||||||||||||
|
Midwest Industrial Rubber (2) |
Senior Secured First Lien |
L + 550 | (3) | 8.30 | % | 12/2021 | 5,467,312 | 5,404,426 | 2.1 | 5,467,312 | ||||||||||||||||||||
|
Midwest Industrial Rubber (2) (5) |
Senior Secured First Lien |
L + 550 | (3) | 8.32 | % | 12/2021 | 87,500 | 81,734 | — | 87,500 | ||||||||||||||||||||
|
Potter Electric Signal Company (2) (5) |
Senior Secured First Lien |
P + 350 | (7) | 9.00 | % | 12/2022 | 78,750 | 74,289 | — | 76,500 | ||||||||||||||||||||
|
Potter Electric Signal Company (2) |
Senior Secured First Lien |
L + 450 | (8) | 7.27 | % | 12/2023 | 2,530,875 | 2,503,862 | 1.0 | 2,518,220 | ||||||||||||||||||||
|
Potter Electric Signal Company (2) (5) (6) |
Senior Secured First Lien |
12/2023 | — | (6,939 | ) | — | (3,500 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 17,707,342 | 17,464,996 | 6.8 | 17,687,542 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Commercial & Professional Services |
||||||||||||||||||||||||||||||
|
Advantage Sales & Marketing, Inc. |
Senior Secured First Lien |
L + 325 | (4) | 5.77 | % | 07/2021 | 820,025 | 820,221 | 0.3 | 728,453 | ||||||||||||||||||||
|
Advantage Sales & Marketing, Inc. |
Senior Secured Second Lien |
L + 650 | (4) | 9.02 | % | 07/2022 | 500,000 | 501,967 | 0.1 | 396,043 | ||||||||||||||||||||
|
Allied Universal Holdco, LLC (2) |
Senior Secured Second Lien |
L + 850 | (4) | 11.02 | % | 07/2023 | 750,000 | 717,248 | 0.3 | 723,460 | ||||||||||||||||||||
|
ASP MCS Acquisition Corp. |
Senior Secured First Lien |
L + 475 | (4) | 7.27 | % | 05/2024 | 5,294,375 | 5,272,970 | 1.7 | 4,341,387 | ||||||||||||||||||||
|
BFC Solmetex LLC & Bonded Filter Co.
|
Senior Secured First Lien |
L + 625 | (3) | 9.05 | % | 04/2023 | 150,000 | 135,628 | 0.1 | 157,500 | ||||||||||||||||||||
|
BFC Solmetex LLC & Bonded Filter Co. LLC (2) |
Senior Secured First Lien |
L + 625 | (3) | 9.05 | % | 09/2023 | 6,671,500 | 6,541,771 | 2.5 | 6,738,216 | ||||||||||||||||||||
|
BFC Solmetex LLC & Bonded Filter Co.
|
Senior Secured First Lien |
09/2023 | — | (8,049 | ) | — | 8,500 | |||||||||||||||||||||||
|
CHA Holdings, Inc (2) |
Senior Secured First Lien |
L + 450 | (3) | 7.30 | % | 04/2025 | 4,903,929 | 4,881,407 | 1.9 | 4,897,799 | ||||||||||||||||||||
|
CHA Holdings, Inc (2) (5) (6) |
Senior Secured First Lien |
04/2025 | — | (4,813 | ) | — | (1,339 | ) | ||||||||||||||||||||||
|
DFS Intermediate Holdings, LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.77 | % | 03/2022 | 8,887,200 | 8,766,354 | 3.4 | 8,887,200 | ||||||||||||||||||||
|
DFS Intermediate Holdings, LLC (2) (5) |
Senior Secured First Lien |
L + 525 | (4) | 7.77 | % | 03/2022 | 3,618,977 | 3,529,500 | 1.4 | 3,618,977 | ||||||||||||||||||||
|
GH Holding Company (2) |
Senior Secured First Lien |
L + 450 | (4) | 7.02 | % | 02/2023 | 1,488,750 | 1,482,380 | 0.6 | 1,488,750 | ||||||||||||||||||||
See accompanying notes
16
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
GI Revelation Acquisition LLC |
Senior Secured First Lien |
L + 500 | (4) | 7.52 | % | 04/2025 | $ | 7,471,228 | $ | 7,435,645 | 2.8 | % | $ | 7,368,499 | ||||||||||||||||
|
Hepaco, LLC (2) (5) (6) |
Senior Secured First Lien |
08/2023 | — | (3,286 | ) | — | — | |||||||||||||||||||||||
|
Hepaco, LLC (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.27 | % | 08/2024 | 5,204,250 | 5,157,182 | 2.0 | 5,204,250 | ||||||||||||||||||||
|
Hepaco, LLC (2) (5) |
Senior Secured First Lien |
L + 475 | (4) | 7.21 | % | 08/2024 | 3,433,020 | 3,392,304 | 1.3 | 3,433,020 | ||||||||||||||||||||
|
Jordan Healthcare Inc. (2) |
Senior Secured First Lien |
L + 550 | (3) | 8.30 | % | 07/2022 | 4,062,476 | 4,030,903 | 1.6 | 4,062,476 | ||||||||||||||||||||
|
Jordan Healthcare Inc. (2) (5) |
Senior Secured First Lien |
L + 550 | (3) | 8.30 | % | 07/2022 | 705,218 | 694,965 | 0.3 | 705,218 | ||||||||||||||||||||
|
Jordan Healthcare, Inc. (2) (5) |
Senior Secured First Lien |
L + 550 | (3) | 8.30 | % | 07/2022 | 90,000 | 86,709 | — | 90,000 | ||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) |
Senior Secured Second Lien |
L + 875 | (3) | 11.55 | % | 03/2025 | 8,101,633 | 7,905,202 | 2.9 | 7,605,814 | ||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) (5) |
Senior Secured Second Lien |
L + 875 | (3) | 11.55 | % | 03/2025 | 466,576 | 448,746 | 0.2 | 402,206 | ||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) |
Unsecured Debt |
L +1350 PIK | (3) | 13.50 | % | 03/2026 | 624,285 | 615,675 | 0.2 | 540,006 | ||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) |
Unsecured Debt |
L + 1350 PIK | (3) | 13.50 | % | 03/2026 | 208,011 | 205,222 | 0.1 | 179,930 | ||||||||||||||||||||
|
SavATree, LLC (2) (5) |
Senior Secured First Lien |
P + 425 | (7) | 9.75 | % | 06/2022 | 195,545 | 190,769 | 0.1 | 195,545 | ||||||||||||||||||||
|
SavATree, LLC (2) |
Senior Secured First Lien |
L + 525 | (3) | 8.05 | % | 06/2022 | 3,646,625 | 3,596,594 | 1.4 | 3,646,625 | ||||||||||||||||||||
|
SavATree, LLC (2) (5) (6) |
Senior Secured First Lien |
06/2022 | — | (7,518 | ) | — | — | |||||||||||||||||||||||
|
TecoStar Holdings, Inc. (2) |
Senior Secured Second Lien |
L + 850 | (4) | 10.89 | % | 11/2024 | 5,000,000 | 4,895,359 | 1.9 | 5,032,782 | ||||||||||||||||||||
|
USAGM HoldCo LLC |
Senior Secured Second Lien |
L + 850 | (4) | 11.02 | % | 07/2023 | 10,000,000 | 9,733,031 | 3.7 | 9,525,000 | ||||||||||||||||||||
|
USAGM HoldCo LLC (2) |
Senior Secured Second Lien |
11.00 | % | 07/2023 | 2,380,952 | 2,342,426 | 0.9 | 2,296,699 | ||||||||||||||||||||||
|
Valet Waste Holdings, Inc. |
Senior Secured First Lien |
L + 400 | (4) | 6.52 | % | 09/2025 | 14,962,500 | 14,926,164 | 5.7 | 14,700,656 | ||||||||||||||||||||
|
Xcentric Mold and Engineering Acquisition Company, LLC (2) |
Senior Secured First Lien |
L + 550 | (4) | 7.88 | % | 01/2022 | 4,961,625 | 4,897,993 | 1.9 | 4,986,433 | ||||||||||||||||||||
|
Xcentric Mold and Engineering Acquisition Company, LLC (2) (5) |
Senior Secured First Lien |
L + 550 | (4) | 7.88 | % | 01/2022 | 612,500 | 604,082 | 0.2 | 616,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 105,211,200 | 103,784,751 | 39.5 | 102,576,105 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Consumer Durables & Apparel |
||||||||||||||||||||||||||||||
|
EiKo Global, LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.80 | % | 06/2023 | 2,487,500 | 2,442,612 | 0.9 | 2,487,500 | ||||||||||||||||||||
|
EiKo Global, LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.80 | % | 06/2023 | 135,000 | 127,055 | 0.1 | 135,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 2,622,500 | 2,569,667 | 1.0 | 2,622,500 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Consumer Services |
||||||||||||||||||||||||||||||
|
Counsel On Call, LLC (2) |
Senior Secured First Lien |
L + 550 | (4) | 8.03 | % | 09/2022 | 2,731,125 | 2,706,868 | 1.1 | 2,758,436 | ||||||||||||||||||||
|
Counsel On Call, LLC (2) (5) (6) |
Senior Secured First Lien |
09/2022 | — | (3,134 | ) | — | 4,000 | |||||||||||||||||||||||
|
Counsel On Call, LLC (2) (5) |
Senior Secured First Lien |
L + 550 | (4) | 8.03 | % | 09/2022 | 299,247 | 295,490 | 0.1 | 303,739 | ||||||||||||||||||||
|
Iconic Group, Inc. (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.51 | % | 05/2024 | 1,093,661 | 1,083,587 | 0.4 | 1,093,661 | ||||||||||||||||||||
|
Iconic Group, Inc. (2) (5) (6) |
Senior Secured First Lien |
05/2024 | — | (2,261 | ) | — | — | |||||||||||||||||||||||
|
Learn-It Systems, LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.78 | % | 07/2023 | 4,242,384 | 4,182,523 | 1.6 | 4,242,384 | ||||||||||||||||||||
|
Learn-It Systems, LLC (2) (5) |
Senior Secured First Lien |
L + 525 | (4) | 7.78 | % | 07/2023 | 120,000 | 115,889 | — | 120,000 | ||||||||||||||||||||
|
New Mountain Learning (2) |
Senior Secured First Lien |
L + 550 | (3) | 8.30 | % | 03/2024 | 2,217,583 | 2,178,153 | 0.8 | 2,077,413 | ||||||||||||||||||||
|
New Mountain Learning (2) (5) (6) |
Senior Secured First Lien |
03/2024 | — | (10,407 | ) | — | (37,925 | ) | ||||||||||||||||||||||
See accompanying notes
17
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
NS Intermediate Holdings, LLC (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.52 | % | 09/2021 | $ | 3,152,852 | $ | 3,118,298 | 1.2 | % | $ | 3,152,852 | ||||||||||||||||
|
NS Intermediate Holdings, LLC (2) (5) (6) |
Senior Secured First Lien |
09/2021 | — | (2,398 | ) | — | — | |||||||||||||||||||||||
|
Pre-Paid Legal Services, Inc. |
Senior Secured First Lien |
L + 300 | (4) | 5.52 | % | 05/2025 | 3,630,548 | 3,613,866 | 1.4 | 3,562,475 | ||||||||||||||||||||
|
Pre-Paid Legal Services, Inc. |
Senior Secured Second Lien |
L + 750 | (4) | 10.02 | % | 05/2026 | 7,301,075 | 7,233,544 | 2.8 | 7,209,812 | ||||||||||||||||||||
|
SkillSoft Corporation |
Senior Secured First Lien |
L + 475 | (4) | 7.27 | % | 04/2021 | 964,694 | 956,074 | 0.3 | 785,821 | ||||||||||||||||||||
|
Teaching Strategies LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.80 | % | 05/2024 | 9,328,125 | 9,114,470 | 3.6 | 9,328,125 | ||||||||||||||||||||
|
Teaching Strategies LLC (2) (5) (6) |
Senior Secured First Lien |
05/2024 | — | (14,065 | ) | — | — | |||||||||||||||||||||||
|
United Language Group, Inc. (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.52 | % | 12/2021 | 4,736,625 | 4,660,897 | 1.8 | 4,736,625 | ||||||||||||||||||||
|
United Language Group, Inc. (2) (5) |
Senior Secured First Lien |
L + 500 | (4) | 7.52 | % | 12/2021 | 360,000 | 352,400 | 0.1 | 360,000 | ||||||||||||||||||||
|
Vistage Worldwide, Inc. (2) |
Senior Secured First Lien |
L + 400 | (4) | 6.46 | % | 02/2025 | 8,554,358 | 8,561,675 | 3.2 | 8,426,042 | ||||||||||||||||||||
|
Wrench Group LLC (2) (5) (6) |
Senior Secured First Lien |
12/2023 | — | (4,397 | ) | — | — | |||||||||||||||||||||||
|
Wrench Group LLC (2) |
Senior Secured First Lien |
L + 450 | (9) | 7.12 | % | 12/2024 | 4,715,055 | 4,671,635 | 1.9 | 4,715,055 | ||||||||||||||||||||
|
Wrench Group LLC (2) (5) (6) |
Senior Secured First Lien |
12/2024 | — | (1,341 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 53,447,332 | 52,807,366 | 20.3 | 52,838,515 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Diversified Financials |
||||||||||||||||||||||||||||||
|
Vanguard Holdings Corp. (2) |
Senior Secured First Lien |
L + 550 | (4) | 8.02 | % | 09/2023 | 11,820,375 | 11,595,080 | 4.5 | 11,820,375 | ||||||||||||||||||||
|
Vanguard Holdings Corp. (2) (5) (6) |
Senior Secured First Lien |
09/2023 | — | (13,533 | ) | — | — | |||||||||||||||||||||||
|
Vanguard Holdings Corp. (2) (5) |
Senior Secured First Lien |
L + 550 | (4) | 8.02 | % | 09/2023 | 964,083 | 939,725 | 0.4 | 964,083 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 12,784,458 | 12,521,272 | 4.9 | 12,784,458 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Energy |
||||||||||||||||||||||||||||||
|
Murray Energy Corporation |
Senior Secured First Lien |
L + 725 | (3) | 9.78 | % | 10/2022 | 347,952 | 339,353 | 0.1 | 296,629 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Food & Staples Retailing |
||||||||||||||||||||||||||||||
|
Isagenix International, LLC |
Senior Secured First Lien |
L + 575 | (3) | 8.55 | % | 06/2025 | 6,825,000 | 6,789,139 | 2.6 | 6,637,313 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Food, Beverage & Tobacco |
||||||||||||||||||||||||||||||
|
Mann Lake Ltd. (5) |
Senior Secured First Lien |
L + 500 | (4) | 7.52 | % | 10/2024 | 210,000 | 192,731 | 0.1 | 210,000 | ||||||||||||||||||||
|
Mann Lake Ltd. (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.52 | % | 10/2024 | 3,300,000 | 3,236,078 | 1.3 | 3,300,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 3,510,000 | 3,428,809 | 1.4 | 3,510,000 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Health Care Equipment & Services |
||||||||||||||||||||||||||||||
|
Ameda, Inc. (2) |
Senior Secured First Lien |
L + 700 | (4) | 9.51 | % | 09/2022 | 2,616,875 | 2,579,200 | 1.0 | 2,555,418 | ||||||||||||||||||||
|
Ameda, Inc. (2) (5) |
Senior Secured First Lien |
L + 700 | (4) | 9.51 | % | 09/2022 | 187,500 | 183,363 | 0.1 | 180,455 | ||||||||||||||||||||
|
Avalign Technologies, Inc. (2) |
Senior Secured First Lien |
L + 450 | (4) | 6.98 | % | 12/2025 | 15,000,000 | 14,850,281 | 5.7 | 14,887,500 | ||||||||||||||||||||
|
Beaver-Visitec International, Inc. (2) (10) |
Senior Secured First Lien |
L + 400 | (9) | 6.62 | % | 08/2023 | 11,360,792 | 11,299,272 | 4.3 | 11,289,787 | ||||||||||||||||||||
|
Carestream Health, Inc. |
Senior Secured First Lien |
L + 575 | (4) | 8.27 | % | 02/2021 | 214,464 | 214,501 | 0.1 | 209,424 | ||||||||||||||||||||
|
Carestream Health, Inc. |
Senior Secured Second Lien |
L + 950 | (4) | 12.02 | % | 06/2021 | 154,612 | 154,612 | 0.1 | 154,290 | ||||||||||||||||||||
|
CDRH Parent, Inc. |
Senior Secured First Lien |
L + 425 | (3) | 7.01 | % | 07/2021 | 361,471 | 362,976 | 0.1 | 327,697 | ||||||||||||||||||||
|
Centauri Health Solutions, Inc. (2) |
Senior Secured First Lien |
L + 575 | (4) | 8.27 | % | 01/2022 | 13,431,794 | 13,234,266 | 5.3 | 13,566,112 | ||||||||||||||||||||
|
Centauri Health Solutions, Inc. (2) (5) (6) |
Senior Secured First Lien |
01/2022 | — | (12,950 | ) | — | 15,750 | |||||||||||||||||||||||
See accompanying notes
18
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
CRA MSO, LLC (2) (5) (6) |
Senior Secured First Lien |
12/2023 | $ | — | $ | (11,341 | ) | — | % | $ | (11,908 | ) | ||||||||||||||||||
|
CRA MSO, LLC (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.21 | % | 12/2023 | 1,250,000 | 1,225,573 | 0.5 | 1,237,596 | ||||||||||||||||||||
|
ExamWorks Group, Inc. (2) |
Senior Secured Second Lien |
L + 725 | (4) | 9.77 | % | 07/2024 | 5,735,294 | 5,601,303 | 2.2 | 5,735,294 | ||||||||||||||||||||
|
GrapeTree Medical Staffing, LLC (2) |
Senior Secured First Lien |
L + 500 | (4) | 7.52 | % | 10/2022 | 1,678,750 | 1,655,597 | 0.7 | 1,690,022 | ||||||||||||||||||||
|
GrapeTree Medical Staffing, LLC (2) (5) (6) |
Senior Secured First Lien |
10/2022 | — | (5,982 | ) | — | 3,022 | |||||||||||||||||||||||
|
Ivory Merger Sub, Inc. |
Senior Secured First Lien |
L + 350 | (4) | 5.95 | % | 03/2025 | 8,919,598 | 8,920,109 | 3.3 | 8,562,814 | ||||||||||||||||||||
|
MDVIP, Inc. (2) |
Senior Secured First Lien |
L + 425 | (4) | 6.75 | % | 11/2024 | 9,757,679 | 9,757,679 | 3.7 | 9,696,694 | ||||||||||||||||||||
|
NMN Holdings III Corp. (2) (5) (6) |
Senior Secured Second Lien |
11/2026 | — | (24,581 | ) | — | — | |||||||||||||||||||||||
|
NMN Holdings III Corp. (2) |
Senior Secured Second Lien |
L + 775 | (4) | 10.18 | % | 11/2026 | 7,222,222 | 7,007,975 | 2.8 | 7,222,222 | ||||||||||||||||||||
|
NMSC Holdings, Inc. (2) |
Senior Secured Second Lien |
L + 1000 | (8) | 12.59 | % | 10/2023 | 4,307,480 | 4,180,873 | 1.6 | 4,199,793 | ||||||||||||||||||||
|
Professional Physical Therapy (2) |
Senior Secured First Lien |
L + 750 PIK | (4) | 9.85 | % | 12/2022 | 8,609,366 | 8,167,277 | 2.4 | 6,299,473 | ||||||||||||||||||||
|
PT Network, LLC (2) |
Senior Secured First Lien |
L + 550 | (3) | 7.93 | % | 11/2021 | 4,698,827 | 4,685,091 | 1.7 | 4,513,844 | ||||||||||||||||||||
|
PT Network, LLC (2) (5) |
Senior Secured First Lien |
P + 450 | (7) | 10.00 | % | 11/2021 | 200,000 | 198,835 | 0.1 | 184,253 | ||||||||||||||||||||
|
PT Network, LLC (2) (5) (6) |
Senior Secured First Lien |
11/2021 | — | (4,005 | ) | — | (72,831 | ) | ||||||||||||||||||||||
|
Smile Brands, Inc. (2) (5) |
Senior Secured First Lien |
P + 350 | (7) | 9.00 | % | 10/2023 | 50,000 | 47,137 | — | 48,500 | ||||||||||||||||||||
|
Smile Brands, Inc. (2) (5) |
Senior Secured First Lien |
L + 450 | (4) | 7.13 | % | 10/2024 | 200,533 | 192,837 | 0.1 | 196,533 | ||||||||||||||||||||
|
Smile Brands, Inc. (2) |
Senior Secured First Lien |
L + 450 | (3) | 7.13 | % | 10/2024 | 2,100,000 | 2,079,639 | 0.8 | 2,089,500 | ||||||||||||||||||||
|
Smile Doctors LLC (2) (5) |
Senior Secured First Lien |
L + 575 | (3) | 8.56 | % | 10/2022 | 296,000 | 295,169 | 0.1 | 299,083 | ||||||||||||||||||||
|
Smile Doctors LLC (2) |
Senior Secured First Lien |
L + 575 | (3) | 8.55 | % | 10/2022 | 3,205,253 | 3,169,711 | 1.2 | 3,237,305 | ||||||||||||||||||||
|
Smile Doctors LLC (2) (5) |
Senior Secured First Lien |
L + 575 | (3) | 8.54 | % | 10/2022 | 492,832 | 488,169 | 0.2 | 513,388 | ||||||||||||||||||||
|
Upstream Rehabilition, Inc. (2) |
Senior Secured First Lien |
L + 425 | (4) | 6.77 | % | 01/2024 | 2,128,500 | 2,119,355 | 0.8 | 2,128,500 | ||||||||||||||||||||
|
Upstream Rehabilition, Inc. (2) (5) (6) |
Senior Secured First Lien |
01/2024 | — | (834 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 104,179,842 | 102,611,107 | 38.9 | 100,959,530 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Household & Personal Products |
||||||||||||||||||||||||||||||
|
Tranzonic (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.26 | % | 03/2023 | 3,171,223 | 3,143,727 | 1.2 | 3,171,223 | ||||||||||||||||||||
|
Tranzonic (2) (5) |
Senior Secured First Lien |
P + 375 | (7) | 9.25 | % | 03/2023 | 121,000 | 116,343 | 0.1 | 121,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 3,292,223 | 3,260,070 | 1.3 | 3,292,223 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Insurance |
||||||||||||||||||||||||||||||
|
Comet Acquisition, Inc. |
Senior Secured Second Lien |
L + 750 | (3) | 10.28 | % | 10/2026 | 4,632,123 | 4,620,692 | 1.8 | 4,655,283 | ||||||||||||||||||||
|
Integro Parent Inc. (2) |
Senior Secured First Lien |
L + 575 | (3) | 8.46 | % | 10/2022 | 485,142 | 479,502 | 0.2 | 486,937 | ||||||||||||||||||||
|
Integro Parent Inc. (2) |
Senior Secured Second Lien |
L + 925 | (3) | 11.96 | % | 10/2023 | 2,915,493 | 2,874,873 | 1.1 | 2,915,493 | ||||||||||||||||||||
|
Integro Parent Inc. (2) |
Senior Secured Second Lien |
L + 925 | (3) | 12.05 | % | 10/2023 | 380,282 | 375,693 | 0.1 | 380,282 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 8,413,040 | 8,350,760 | 3.2 | 8,437,995 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Materials |
||||||||||||||||||||||||||||||
|
Emerald Performance Materials, LLC |
Senior Secured First Lien |
L + 350 | (4) | 6.02 | % | 08/2021 | 957,596 | 959,572 | 0.4 | 932,062 | ||||||||||||||||||||
|
Kestrel Parent, LLC (2) (5) (6) |
Senior Secured First Lien |
11/2023 | — | (21,182 | ) | — | — | |||||||||||||||||||||||
See accompanying notes
19
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Kestrel Parent, LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.41 | % | 11/2025 | $ | 6,791,045 | $ | 6,623,713 | 2.6 | % | $ | 6,791,045 | ||||||||||||||||
|
Maroon Group, LLC (2) |
Senior Secured First Lien |
L + 600 | (3) | 8.80 | % | 08/2022 | 2,437,736 | 2,416,508 | 0.9 | 2,437,736 | ||||||||||||||||||||
|
Maroon Group, LLC (2) (5) |
Senior Secured First Lien |
L + 600 | (3) | 8.74 | % | 08/2022 | 42,000 | 39,023 | — | 42,000 | ||||||||||||||||||||
|
Maroon Group, LLC (2) (5) (6) |
Senior Secured First Lien |
08/2022 | — | (10,633 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 10,228,377 | 10,007,001 | 3.9 | 10,202,843 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Media |
||||||||||||||||||||||||||||||
|
Tribune Media Company (10) |
Senior Secured First Lien |
L + 300 | (4) | 5.52 | % | 12/2020 | 155,650 | 155,962 | 0.1 | 154,969 | ||||||||||||||||||||
|
Vivid Seats Ltd. (2) |
Senior Secured Second Lien |
L + 875 | (4) | 11.27 | % | 06/2025 | 540,541 | 512,994 | 0.2 | 551,351 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 696,191 | 668,956 | 0.3 | 706,320 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Pharmaceuticals, Biotechnology & Life Sciences |
||||||||||||||||||||||||||||||
|
Amyris, Inc. (2) (10) |
Senior Secured First Lien |
P + 900 | (7) | 14.25 | % | 07/2021 | 5,000,000 | 4,956,238 | 1.9 | 5,000,000 | ||||||||||||||||||||
|
Trinity Partners, LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.78 | % | 02/2023 | 3,228,979 | 3,186,669 | 1.3 | 3,228,979 | ||||||||||||||||||||
|
Trinity Partners, LLC (2) (5) (6) |
Senior Secured First Lien |
02/2023 | — | (7,452 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 8,228,979 | 8,135,455 | 3.2 | 8,228,979 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Retailing |
||||||||||||||||||||||||||||||
|
Slickdeals Holdings, LLC (2) (5) (6) |
Senior Secured First Lien |
06/2023 | — | (17,777 | ) | — | — | |||||||||||||||||||||||
|
Slickdeals Holdings, LLC (2) |
Senior Secured First Lien |
L + 625 | (3) | 9.03 | % | 06/2024 | 10,854,565 | 10,577,699 | 4.2 | 10,854,565 | ||||||||||||||||||||
|
Strategic Partners, Inc. (2) |
Senior Secured First Lien |
L + 375 | (4) | 6.27 | % | 06/2023 | 6,386,858 | 6,375,082 | 2.4 | 6,354,924 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 17,241,423 | 16,935,004 | 6.6 | 17,209,489 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Software & Services |
||||||||||||||||||||||||||||||
|
Ansira Partners, Inc. (2) (5) |
Senior Secured First Lien |
L + 575 | (4) | 8.27 | % | 12/2022 | 236,455 | 231,384 | 0.1 | 234,070 | ||||||||||||||||||||
|
Ansira Partners, Inc. (2) |
Senior Secured First Lien |
L + 575 | (4) | 8.27 | % | 12/2022 | 6,936,743 | 6,887,670 | 2.7 | 6,919,402 | ||||||||||||||||||||
|
Avaap USA LLC (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.26 | % | 03/2023 | 1,836,125 | 1,804,355 | 0.7 | 1,836,125 | ||||||||||||||||||||
|
Avaap USA LLC (2) (5) (6) |
Senior Secured First Lien |
03/2023 | — | (2,954 | ) | — | — | |||||||||||||||||||||||
|
Avaap USA LLC (2) (5) |
Senior Secured First Lien |
L + 475 | (4) | 7.26 | % | 03/2023 | 61,250 | 55,343 | — | 61,250 | ||||||||||||||||||||
|
Benesys, Inc. (2) (5) |
Senior Secured First Lien |
L + 425 | (4) | 6.76 | % | 10/2024 | 39,000 | 36,840 | — | 37,931 | ||||||||||||||||||||
|
Benesys, Inc. (2) |
Senior Secured First Lien |
L + 425 | (4) | 6.78 | % | 10/2024 | 1,346,625 | 1,327,100 | 0.5 | 1,337,023 | ||||||||||||||||||||
|
C-4 Analytics, LLC (2) |
Senior Secured First Lien |
L + 525 | (4) | 7.77 | % | 08/2023 | 10,418,125 | 10,270,886 | 4.1 | 10,522,306 | ||||||||||||||||||||
|
C-4 Analytics, LLC (2) (5) (6) |
Senior Secured First Lien |
08/2023 | — | (8,118 | ) | — | 6,000 | |||||||||||||||||||||||
|
List Partners, Inc. (2) |
Senior Secured First Lien |
L + 500 | (3) | 7.80 | % | 01/2023 | 3,717,500 | 3,654,847 | 1.4 | 3,754,675 | ||||||||||||||||||||
|
List Partners, Inc. (2) (5) (6) |
Senior Secured First Lien |
01/2023 | — | (11,032 | ) | — | 14,000 | |||||||||||||||||||||||
|
Mediaocean LLC |
Senior Secured First Lien |
L + 425 | (4) | 6.78 | % | 08/2022 | 8,371,719 | 8,328,179 | 3.2 | 8,308,931 | ||||||||||||||||||||
|
Merrill Communications, LLC (2) |
Senior Secured First Lien |
L + 525 | (3) | 7.78 | % | 06/2022 | 392,087 | 392,898 | 0.2 | 392,087 | ||||||||||||||||||||
|
SMS Systems Maintenance Services, Inc. (2) (11) |
Senior Secured Second Lien |
L + 850 | (4) | 10.85 | % | 10/2024 | 4,703,478 | 4,313,436 | 0.9 | 2,426,847 | ||||||||||||||||||||
|
SMS Systems Maintenance Services, Inc. (2) (11) |
Senior Secured Second Lien |
10.00 | % | 10/2024 | 9,015,000 | 8,304,363 | 1.7 | 4,462,504 | ||||||||||||||||||||||
|
Transportation Insight, LLC (2) (5) |
Senior Secured First Lien |
L + 450 | (4) | 7.02 | % | 12/2024 | 107,143 | 99,920 | — | 103,393 | ||||||||||||||||||||
|
Transportation Insight, LLC (2) (5) (6) |
Senior Secured First Lien |
12/2024 | — | (12,176 | ) | — | (6,450 | ) | ||||||||||||||||||||||
See accompanying notes
20
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Transportation Insight, LLC (2) |
Senior Secured First Lien |
L + 450 | (4) | 7.02 | % | 12/2024 | $ | 5,246,850 | $ | 5,196,293 | 2.0 | % | $ | 5,220,616 | ||||||||||||||||
|
Winxnet Holdings LLC (2) (5) (6) |
Senior Secured First Lien |
06/2023 | — | (3,591 | ) | — | — | |||||||||||||||||||||||
|
Winxnet Holdings LLC (2) |
Senior Secured First Lien |
L + 600 | (4) | 8.52 | % | 06/2023 | 1,990,000 | 1,953,574 | 0.8 | 1,990,000 | ||||||||||||||||||||
|
Winxnet Holdings LLC (2) (5) (6) |
Senior Secured First Lien |
06/2023 | — | (7,185 | ) | — | — | |||||||||||||||||||||||
|
Zoom Information, Inc. (2) |
Senior Secured First Lien |
L + 600 | (3) (12) | 8.81 | % | 08/2022 | 16,600,000 | 16,260,731 | 6.5 | 16,766,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 71,018,100 | 69,072,763 | 24.8 | 64,386,710 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Technology Hardware & Equipment |
||||||||||||||||||||||||||||||
|
Onvoy, LLC (2) |
Senior Secured Second Lien |
L + 1050 | (3) | 13.30 | % | 02/2025 | 2,635,052 | 2,529,037 | 0.9 | 2,294,995 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Transportation |
||||||||||||||||||||||||||||||
|
Pilot Air Freight, LLC (2) (5) |
Senior Secured First Lien |
L + 475 | (4) | 7.27 | % | 10/2022 | 1,220,722 | 1,220,722 | 0.5 | 1,220,722 | ||||||||||||||||||||
|
Pilot Air Freight, LLC (2) |
Senior Secured First Lien |
L + 475 | (4) | 7.27 | % | 10/2022 | 5,472,251 | 5,439,753 | 2.1 | 5,472,251 | ||||||||||||||||||||
|
Pilot Air Freight, LLC (2) (5) (6) |
Senior Secured First Lien |
07/2024 | — | (6,026 | ) | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 6,692,973 | 6,654,449 | 2.6 | 6,692,973 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Debt Investments
United States |
$ | 464,401,041 | $ | 456,668,653 | 173.0 | % | $ | 449,219,089 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Equity Investments |
||||||||||||||||||||||||||||||
|
Automobiles & Components |
||||||||||||||||||||||||||||||
|
AP Centric (2) (13) |
Common Stock |
927 | 927,437 | 0.2 | 476,394 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Capital Goods |
||||||||||||||||||||||||||||||
|
Alion Science and Technology Corporation (2) (13) |
Common Stock |
745,504 | 766,483 | 0.3 | 741,183 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Commercial & Professional Services |
||||||||||||||||||||||||||||||
|
MHS Acquisition Holdings, LLC (2) (13) |
Common Stock |
913 | 912,639 | 0.2 | 551,368 | |||||||||||||||||||||||||
|
TecoStar Holdings, Inc. (2) (13) |
Common Stock |
500,000 | 500,000 | 0.2 | 618,010 | |||||||||||||||||||||||||
|
Universal Services Equity Investments (2) (13) |
Common Stock |
1,000,000 | 1,000,000 | 0.7 | 1,714,350 | |||||||||||||||||||||||||
|
USAGM HoldCo LLC (2) (13) |
Common Stock |
346,956 | 558,223 | 0.4 | 956,990 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 1,847,869 | 2,970,862 | 1.5 | 3,840,718 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Consumer Services |
||||||||||||||||||||||||||||||
|
Legalshield (2) (13) |
Common Stock |
527 | 526,882 | 0.2 | 684,610 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Diversified Financials |
||||||||||||||||||||||||||||||
|
Gacp II LP (5) (10) (14) |
Partnership Interest |
16,861,308 | 16,861,308 | 6.6 | 17,178,308 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Health Care Equipment & Services |
||||||||||||||||||||||||||||||
|
ExamWorks Group, Inc. (2) (13) |
Common Stock |
7,500 | 750,000 | 0.5 | 1,190,734 | |||||||||||||||||||||||||
|
MDVIP, Inc. (2) (13) |
Common Stock |
46,807 | 666,667 | 0.2 | 661,916 | |||||||||||||||||||||||||
|
NMN Holdings LP (2) (13) |
Common Stock |
11,111 | 1,111,111 | 0.4 | 1,111,111 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 65,418 | 2,527,778 | 1.1 | 2,963,761 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Insurance |
||||||||||||||||||||||||||||||
|
Integro Equity (2) (13) |
Common Stock |
4,468 | 454,072 | 0.2 | 597,124 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Materials |
||||||||||||||||||||||||||||||
|
Kestrel Upperco, LLC (2) (13) |
Common Stock, Class A |
41,791 | 208,955 | 0.1 | 208,955 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Media |
||||||||||||||||||||||||||||||
|
Vivid Seats Ltd. (2) (13) |
Common Stock |
608,108 | 608,108 | 0.2 | 567,468 | |||||||||||||||||||||||||
|
Vivid Seats Ltd. (2) (13) |
Preferred Stock |
1,891,892 | 1,891,892 | 0.9 | 2,270,352 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 2,500,000 | 2,500,000 | 1.1 | 2,837,820 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Retailing |
||||||||||||||||||||||||||||||
|
Slickdeals Holdings, LLC (2) (13) |
Common Stock |
109 | 1,090,911 | 0.5 | 1,241,478 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
See accompanying notes
21
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Software & Services |
||||||||||||||||||||||||||||||
|
SMS Systems Maintenance Services, Inc. (2) (13) |
Common Stock | 1,142,789 | $ | 1,144,520 | — | % | $ | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Technology Hardware & Equipment |
||||||||||||||||||||||||||||||
|
Onvoy, LLC (2) (13) |
Common Stock, Class A | 3,649 | 364,948 | 0.1 | 214,700 | |||||||||||||||||||||||||
|
Onvoy, LLC (2) (13) |
Common Stock, Class B | 2,536 | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 6,185 | 364,948 | 0.1 | 214,700 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Equity Investments
United States |
$ | 23,216,895 | $ | 30,344,156 | 11.9 | % | $ | 30,985,051 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total United States | $ | 487,012,809 | 184.9 | % | $ | 480,204,140 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| France | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Technology Hardware & Equipment |
||||||||||||||||||||||||||||||
|
Parkeon, Inc. (10) |
Senior Secured First Lien | L + 475 | (15) | 4.75 | % | 04/2023 | € | 1,994,499 | 2,102,500 | 0.9 | 2,275,736 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Debt Investments
France |
€ | 1,994,499 | $ | 2,102,500 | 0.9 | % | $ | 2,275,736 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total France | $ | 2,102,500 | 0.9 | % | $ | 2,275,736 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Commercial & Professional Services |
||||||||||||||||||||||||||||||
|
Crusoe Bidco Limited (2) (10) |
Senior Secured First Lien | L + 625 | (16) | 7.27 | % | 12/2025 | £ | 6,067,416 | 7,375,927 | 2.9 | 7,495,636 | |||||||||||||||||||
|
Crusoe Bidco Limited (2) (5) (10) |
Senior Secured First Lien | 12/2025 | — | — | (0.1 | ) | (150,256 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 6,067,416 | 7,375,927 | 2.8 | 7,345,380 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Software & Services | ||||||||||||||||||||||||||||||
|
CB-SDG Limited (2) (10) |
Senior Secured First Lien | L + 650,0.50 | % (17) | 7.30 | % | 07/2022 | £ | 1,987,393 | 3,019,379 | 1.0 | 2,531,142 | |||||||||||||||||||
|
CB-SDG Limited (2) (5) (10) |
Senior Secured First Lien | L + 650,0.50 | % (17) | 7.30 | % | 07/2022 | 773,654 | 1,170,066 | 0.4 | 985,326 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Total Debt Investments
United Kingdom |
£ | 8,828,463 | $ | 11,565,372 | 4.2 | % | $ | 10,861,848 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total United Kingdom | $ | 11,565,372 | 4.2 | % | $ | 10,861,848 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Total Investments | $ | 500,680,681 | 190.0 | % | $ | 493,341,724 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| * |
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“P”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at December 31, 2018. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| ** |
Percentage is based on net assets of $259,578,840 as of December 31, 2018. |
| (1) |
All positions held are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (“1940 Act”). Non-controlled/non-affiliated investments are investments that are neither controlled investments nor affiliated investments. |
| (2) |
The fair value of the investment was determined using significant unobservable inputs. See Note 2 “Summary of Significant Accounting Policies”. |
| (3) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of December 31, 2018 was 2.81%. |
| (4) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of December 31, 2018 was 2.50%. |
| (5) |
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”. |
| (6) |
The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan. |
See accompanying notes
22
CRESCENT CAPITAL BDC, INC.
Consolidated Schedule of Investments
December 31, 2018
| (7) |
The interest rate on these loans is subject to the U.S. Prime rate, which as of December 31, 2018 was 5.50%. |
| (8) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of December 31, 2018 was 2.88%. |
| (9) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of December 31, 2018 was 2.61%. |
| (10) |
Investment is not a qualifying investment as defined under section 55 (a) of the Investment Company Act of 1940. Qualifying assets must represent at least 70% of total assets at the time of acquisition. |
| (11) |
The investment is on non-accrual status as of December 31, 2018. |
| (12) |
These loans are first lien/last-out term loans. In addition to the interest earned based on the stated interest rate of this loan, which is the amount reflected in this schedule, the Company is entitled to receive additional interest as a result of an agreement among lenders whereby the loan 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 amounts due thereunder. The Company holds the “last-out” tranche. |
| (13) |
Non-income producing securities. |
| (14) |
This investment was valued using net asset value as a practical expedient for fair value. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. |
| (15) |
The interest rate on these loans is subject to the greater of a EURIBOR floor or 3 month EURIBOR plus a base rate. The 3 month EURIBOR as of December 31, 2018 was (0.31)%. |
| (16) |
The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 6 month GBP LIBOR plus a base rate. The 6 month GBP LIBOR as of December 31, 2018 was 1.03%. |
| (17) |
The interest rate on these loans is subject to the greater of a GBP LIBOR floor or 3 month GBP LIBOR plus a base rate. The 3 month GBP LIBOR as of December 31, 2018 was 0.91%. |
Foreign Currency Exchange Contracts
|
Counterparty |
Currency Purchased | Currency Sold | Settlement |
Unrealized
Appreciation (Depreciation) |
||||||||||||
|
Wells Fargo Bank, N.A. |
USD | 7,974,709 | GBP | 5,885,394 | 12/01/2023 | $ | 17,406 | |||||||||
| GBP |
Great British Pound |
| PIK |
Payment In-Kind |
| USD |
United States Dollar |
See accompanying notes
23
CRESCENT CAPITAL BDC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019 (Unaudited)
Note 1. Organization and Basis of Presentation
Crescent Capital BDC, Inc. (the “Company”) was formed on February 5, 2015 (“Inception”) as a Delaware corporation structured as an externally managed, closed-end, non-diversified management investment company. The Company commenced investment operations on June 26, 2015 (“Commencement”). The Company has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements.
The Company is managed by CBDC Advisors, LLC (the “Advisor”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. CBDC Administration, LLC (the “Administrator”) provides the administrative services necessary for the Company to operate. Company management consists of investment and administrative professionals from the Advisor and Administrator along with the Company’s Board of Directors (the “Board”). The Advisor directs and executes the investment operations and capital raising activities of the Company subject to oversight from the Board, which sets the broad policies of the Company. The Board has delegated investment management of the Company’s investment assets to the Advisor. The Board consists of five directors, three of whom are independent.
On July 23, 2015, the Company formed CBDC Universal Equity, Inc. (the “Taxable Subsidiary”), a wholly-owned subsidiary. This subsidiary allows the Company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code. On February 25, 2016, the Company formed Crescent Capital BDC Funding, LLC (“CBDC SPV”), a Delaware limited liability company and wholly owned subsidiary. The financial statements of these two entities are consolidated into the financial statements of the Company. All intercompany balances and transactions have been eliminated.
The Company’s primary investment objective is to maximize the total return to the Company’s stockholders in the form of current income and capital appreciation through debt and related equity investments. The Company will seek to achieve its investment objectives by investing primarily in secured debt (including senior secured, unitranche and second lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. The Company may purchase interests in loans or make debt investments, either (i) directly from its target companies as primary market or private credit investments ( i.e ., private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market ( i.e ., broadly syndicated loans and bonds). Although the Company’s focus is to invest in private credit transactions, in certain circumstances it will also invest in broadly syndicated loans and bonds.
“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, the Company may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that the Company would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate. The term “mezzanine” refers to an investment in a company that, among other factors, includes debt that generally ranks senior to a borrower’s equity securities and junior in right of payment to such borrower’s other indebtedness. The Company may make multiple investments in the same portfolio company.
Basis of Presentation
The Company’s functional currency is the United States dollar and these consolidated financial statements have been prepared in that currency. The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X.
Additionally, the accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited interim financial results included herein contain all adjustments and reclassifications that are necessary for the fair presentation of consolidated financial statements for the periods included herein. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the year ended December 31, 2019.
24
The Company does not consolidate its equity interest in CBDC Senior Loan Fund, LLC (the “Senior Loan Fund”). For further description of the Company’s investment in the Senior Loan Fund see Note 4. Investments.
The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.
Note 2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the results for the periods presented. Although management believes that the estimates and assumptions are reasonable, changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments) with original maturities of three months or less. Cash and cash equivalents other than money market mutual funds, are carried at cost plus accrued interest, which approximates fair value. Money market mutual funds are carried at their net asset value, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.
Investment Transactions
Investments purchased on a secondary market are recorded on the trade date. Loan originations are recorded on the date of the binding commitment. Realized gains or losses are recorded using the specific identification method as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments written off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment fair values as of the last business day of the reporting period and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Investment Valuation
Investments for which market quotations are readily available are typically valued at those market quotations. 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 the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Advisor, the Company’s Audit Committee and, with certain de minimis exceptions, independent third-party valuation firms engaged at the direction of the Board.
The Board oversees and supervises a multi-step valuation process, which includes, among other procedures, the following:
| • |
The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team. |
| • |
The Advisor’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee. |
| • |
The Audit Committee reviews the valuations presented and recommends values for each investment to the Board. |
| • |
The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Advisor, Audit Committee and, where applicable, other third parties. |
The Company applies Financial Accounting Standards Board ASC 820, Fair Value Measurement (ASC 820), as amended, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
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 overall fair value measurement.
25
Investments in investment companies are valued at fair value. Fair values are generally determined utilizing the net asset value (“NAV”) supplied by, or on behalf of, management of each investment company, which is net of management and incentive fees or allocations charged by the investment company and is in accordance with the “practical expedient”, as defined by ASC 820 . NAVs received by, or on behalf of, management of each investment company are based on the fair value of the investment company’s underlying investments in accordance with policies established by management of each investment company, as described in each of their financial statements and offering memorandum. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.
The Company has invested in Great American Capital Partners II LP (“GACP II”) which is an investment company and measured using the net asset value per share as a practical expedient for fair value. The investment in GACP II is not redeemable. As of June 30, 2019 and December 31, 2018, the Company had an unfunded commitment to GACP II of $7,749,466 and $8,138,692, respectively.
In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for classification as a Level 2 or Level 3 investment. For example, the Company reviews pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. During the six months ended June 30, 2019, the Company recorded $8,426,042 in transfers from Level 3 to Level 2 and $6,637,313 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data. During the six months ended June 30, 2018, the Company recorded $0 in transfers from Level 3 to Level 2 and $44,613,267 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data, respectively.
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 the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein. See Note 4. Investments and Note 5. Fair Value of Financial Instruments for additional information on the Company’s investment portfolio.
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
| • |
cash and cash equivalents, fair value of investments, outstanding debt on revolving credit facilities, other assets and liabilities: at the spot exchange rate on the last business day of the period; and |
| • |
purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions. |
26
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Gains or losses on foreign currency transactions are included with net realized gain (loss) on foreign currency transactions on the Consolidated Statements of Operations. Fluctuations arising from the translation of foreign currency on cash, investments and borrowings are included with net change in unrealized appreciation (depreciation) on investments and foreign currency translation on the Consolidated Statements of Operations.
The Company’s approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is to borrow local currency under the Company’s revolving credit facility to partially or fully fund the investment or by entering into foreign currency forward contracts.
Foreign currency forward contracts
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward 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. Notional amounts and the gross fair value of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and sales of foreign currency forward contracts having the same notional value, settlement date and counterparty are generally settled net (which results in a net foreign currency position of zero with the counterparty) and any realized gains or losses are recognized on the settlement date.
The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.
Equity Offering and Organization Expenses
The Company has agreed to repay the Advisor for initial organization costs and equity offering costs incurred prior to the commencement of its operations up to a maximum of $1.5 million on a pro rata basis over the first $350 million of invested capital not to exceed 3 years from the initial capital commitment on June 26, 2015. To the extent such costs relate to equity offerings, these costs are charged as a reduction of capital upon the issuance of common shares. To the extent such costs relate to organization costs, these costs are expensed in the Consolidated Statements of Operations upon the issuance of common shares. The Advisor is responsible for organization and private equity offerings costs in excess of $1.5 million. At the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the period during which capital may be called from stockholders (the “Commitment Period”). The Commitment Period was extended to the earlier of (i) a Qualified IPO and (ii) June 30, 2020. With the approval of the Commitment Period extension, the Advisor agreed to extend the reimbursement period for the initial organization costs and equity offering costs to June 30, 2019. See Note 8. Commitments, Contingencies and Indemnifications for additional discussion of certain related party transactions with the Advisor.
Debt Issuance Costs
The Company records costs related to issuance of debt obligations as deferred financing costs. These costs are deferred and amortized using the effective yield method for revolving credit facilities, over the stated maturity life of the obligation. As of June 30, 2019 and December 31, 2018, there were $1,923,061 and $1,695,193, respectively, of deferred financing costs netted against debt balances on the Company’s Consolidated Statements of Assets and Liabilities.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the amortization of purchase discounts and premiums. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion and amortization of discounts and premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
27
Dividend income from preferred equity securities 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 from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Certain investments have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or cost basis 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. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2019, the Company had one portfolio company with three investment positions on non-accrual status, which represented 2.0% and 1.0% of the total investments at cost and fair value, respectively. As of December 31, 2018, the Company had one portfolio company with two investment positions on non-accrual status, which represented 2.5% and 1.4% of the total investments at cost and fair value, respectively.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies by the Advisor under the Investment Advisory Agreement. The fees for services that the Advisor provides vary by investment, but generally include syndication, structuring or diligence fees, and fees for providing managerial assistance to the portfolio companies. The Company may also generate revenue in the form of commitment or origination fees. Loan origination fees, original issue discount, loan administrative fees and market discount or premium are capitalized; such amounts are accreted or amortized into income over the life of the loan. Fees for providing managerial assistance to the portfolio companies are generally non-recurring and are recognized as revenue when services are provided.
In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, all or a portion of any loan fees received by the Company in such situations will be deferred and amortized over the investment’s life using the effective yield method.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Internal Revenue Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. 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 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 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. The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements.
The Company intends to comply with the applicable provisions of the Code, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. As of June 30, 2019, all tax filings of the Company since the inception on February 5, 2015 remain subject to examination by federal tax authorities. No such examinations are currently pending.
28
In order for the Company not to be subject to federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of its net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required on an annual basis. For the three and six months ended June 30, 2019, the Company expensed an excise tax of $0 and $0, respectively, of which $22,854 remained payable and relates to fiscal year 2018. There were no excise tax expenses or payables for the three and six months ended June 30, 2018.
CBDC Universal Equity, Inc. is a taxable entity. The Taxable Subsidiary permits the Company to hold equity investments in portfolio companies which are “pass through” entities for tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiary is not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements. For the six months ended June 30, 2019, the Company recognized a benefit/(provision) for taxes of $(479,715) on net unrealized depreciation/(appreciation) on investments and net operating losses and federal tax credits related to the Taxable Subsidiary. As of June 30, 2019 there is a corresponding net deferred tax liability of $784,643 related to the Taxable Subsidiary, which was the net effect of (i) a deferred tax liability of $1,066,738 resulting from unrealized appreciation on investments held by Taxable Subsidiary and (ii) a deferred tax asset of $282,095 resulting from unrealized depreciation on investments and net operating losses and federal tax credits from the Tax Subsidiary.
For the six months ended June 30, 2018, the Company recognized a benefit/(provision) for taxes of $5,499 on unrealized depreciation/(appreciation) on investments related to the Taxable Subsidiary. As of June 30, 2018 there is a corresponding net deferred tax liability of $211,649 related to the Taxable Subsidiary, which was the net effect of (i) a deferred tax liability of $335,613 resulting from unrealized appreciation on investments held by Taxable Subsidiary and (ii) a deferred tax asset of $123,964 resulting from unrealized depreciation on investments from the Tax Subsidiary.
Dividends and Distributions
Dividends and distributions to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any distributions the Company declares in cash on behalf of the Company’s stockholders for those stockholders electing not to receive cash. As a result, if the Board authorizes, and the Company declares, a cash dividend, then the Company’s stockholders who have “opted in” to the Company’s dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash dividend.
New Accounting Standards
In August 2018, the FASB issued ASU 2018-13 “Changes to the Disclosure for Fair Value Measurement” which modifies disclosure requirements for fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a material effect on the Company’s Consolidated Financial Statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
On June 2, 2015, the Company entered into the Administration Agreement with the Administrator. Under the terms of the Administration Agreement, the Administrator provides administrative services to the Company. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Administrator under the terms of the Administration Agreement. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties. 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 incremental profit to the Administrator. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.
29
For the three and six months ended June 30, 2019, the Company incurred administrative services expenses of $179,178 and $358,356, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the Administration Agreement, of which $254,810 was payable at June 30, 2019. For the three and six months ended June 30, 2018, the Company incurred administrative services expenses of $164,228 and $330,092, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the Administration Agreement, of which $246,661 was payable at June 30, 2018.
No person who is an officer, director or employee of the Administrator or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer, and other professionals who spend time on such related activities (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). The allocable portion of the compensation for these officers and other professionals are included in the administration expenses paid to Administrator. Directors who are not affiliated with the Administrator or its affiliates receive compensation for their services and reimbursement of expenses incurred to attend meetings, which are included as Directors’ fees on the Consolidated Statements of Operations.
On June 5, 2015, the Company entered into sub-administration, accounting, transfer agent, and custodian agreements with State Street Bank and Trust Company (“SSB”) to perform certain administrative, custodian, transfer agent and other services on behalf of the Company. The sub-administration agreements with SSB had an initial term of three years ending June 5, 2018 and shall automatically renew for 1-year terms unless a written notice of non-renewal is delivered by the Company or SSB. The Company does not reimburse the Administrator for any services for which it pays a separate sub-administrator and custodian fee to SSB. For the three and six months ended June 30, 2019, the Company incurred expenses of $233,231 and $452,625, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the sub-administration agreements, of which $233,222 was payable at June 30, 2019. For the three and six months ended June 30, 2018, the Company incurred expenses of $190,507 and $367,613, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations, under the terms of the sub-administration agreements, of which $190,495 was payable at June 30, 2018.
Investment Advisory Agreement
On June 2, 2015, the Company entered into the Investment Advisory Agreement with the Advisor. Under the terms of the Investment Advisory Agreement, the Advisor will provide investment advisory services to the Company and its portfolio investments. The Advisor’s services under the Investment Advisory Agreement are not exclusive, and the Advisor is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company will pay the Advisor the Base Management Fee, as discussed below, and may also pay certain Incentive Fees, as discussed below.
The Base Management Fee is calculated and payable quarterly in arrears at an annual rate of 1.5% of the Company’s gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The Base Management Fee is calculated based on the average value of gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.
The Advisor, however, has agreed to waive its right to receive management fees in excess of the sum of (i) 0.25% of the aggregate committed but undrawn capital and (ii) 0.75% of the aggregate gross assets excluding cash and cash equivalents (including capital drawn to pay the Company’s expenses) during any period prior to a qualified initial public offering, as defined by the Investment Advisory Agreement (“Qualified IPO”). 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. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper maturing within one year of purchase.
For the three and six months ended June 30, 2019, the Company incurred management fees, which are net of waived amounts, of $1,115,821 and $2,103,095, respectively, of which $1,115,822 was payable at June 30, 2019. For the three and six months ended June 30, 2018, the Company incurred management fees, which are net of waived amounts, of $795,246 and $1,532,998, respectively, of which $795,245 was payable at June 30, 2018.
30
The Advisor has voluntarily waived its right to receive management fees on the investment in GACP II for any period in which GACP II remains in the investment portfolio. For the three and six months ended June 30, 2019, management fees of $33,357 and $65,717, respectively, were waived attributable to the Company’s investment in GACP II.
The Incentive Fees consists of two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears and (a) equals 100% of the excess of the 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”), and a catch-up feature until the Advisor has received, (i) prior to a Qualified IPO, 15%, or (ii) after a Qualified IPO, 17.5%, of the pre-incentive fee net investment income for the current quarter up to, (i) prior to a Qualified IPO, 1.7647%, or (ii) after a Qualified IPO, 1.8182% (the “Catch-up”), and (b) (i) prior to a Qualified IPO, 15% or (ii) after a Qualified IPO, 17.5%, of all remaining pre-incentive fee net investment income above the “Catch-up.”
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during each calendar quarter, minus operating expenses for such quarter (including the base management fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding debt or 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, 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 capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income will be compared to a “Hurdle Amount” equal to the product of (i) the Hurdle rate of 1.50% per quarter (6.00% annualized) and (ii) our net assets (defined as total assets less indebtedness, before taking into account any incentive fees payable during the period), at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision incurred at the end of each calendar quarter.
At the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the end of the Commitment Period to the earlier of (i) a Qualified IPO and (ii) June 30, 2020. In exchange for the Commitment Period extension, the Advisor agreed to waive its rights under the Investment Advisory Agreement to the income incentive fee for the period from April 1, 2018 through the earlier of (i) the date of a Qualified IPO or (ii) the dissolution and wind down of the Company.
Upon a Qualified IPO and the Advisor begins to earn income incentive fees, the Advisor will voluntarily waive the income incentive fees attributable to the investment income accrued by the Company as a result of its investment in GACP II.
For the three and six months ended June 30, 2019, the Company incurred income incentive fees, which are net of waived amounts, of $0 and $0, respectively, of which $0 was payable at June 30, 2019. For the three and six months ended June 30, 2018, the Company incurred income incentive fees of $0 and $554,977, respectively, of which $0 was payable at June 30, 2018.
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), (i) prior to a Qualified IPO, 15.0%, or (ii) after a Qualified IPO, 17.5% 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. If a 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. 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 15.0% 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) 15.0%. In the event that the Investment Advisory Agreement shall terminate as 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.
At the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the deadline to consummate a Qualified IPO (the “Qualified IPO Deadline”). The Qualified IPO Deadline was extended to June 30, 2022. In exchange for the Qualified IPO Deadline extension, the Advisor agreed to waive its rights under the Investment Advisory Agreement to the capital gain incentive fee for the period from April 1, 2018 through the earlier of (i) the date of a Qualified IPO or (ii) the dissolution and wind down of the Company.
31
No capital gains incentive fees were incurred for the six months ended June 30, 2019 and 2018.
From time to time, the Advisor may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Advisor for such amounts paid on its behalf. Amounts payable to the Advisor are settled in the normal course of business without formal payment terms. See Note 8. Commitments, Contingencies and Indemnifications for additional discussion of certain related party transactions with the Advisor.
A portion of the outstanding shares of the Company’s common stock are owned by Crescent Capital Group LP (“CCG LP”). CCG LP is also the majority member of the Advisor and sole member of the Administrator. The Company has entered into a license agreement with CCG LP under which CCG LP granted the Company a non-exclusive, royalty-free license to use the name “Crescent Capital”. The Advisor has entered into a resource sharing agreement with CCG LP. CCG LP will provide the Advisor with the resources necessary for the Advisor to fulfill its obligations under the Investment Advisory Agreement.
Directors Fees
Each of the Company’s independent directors receive (i) an annual fee of $75,000, and (ii) $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each regular Board meeting and $500 each special meeting. The Company’s independent directors also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended. The Chairman of the Audit Committee receives an additional annual fee of $7,500. The Chairperson of the Nominating and Corporate Governance Committee and the Compensation Committee receive an additional annual fee of $2,500 and $2,500, respectively. The Company has obtained directors’ and officers’ liability insurance on behalf of the Company’s directors and officers. For the three and six months ended June 30, 2019, the Company recorded directors’ fees of $72,500 and $145,000, respectively, of which $141,313 was payable at June 30, 2019. For the three and six months ended June 30, 2018, the Company recorded directors’ fees of $72,500 and $145,000, respectively, of which $61,563 was payable at June 30, 2018.
Investments in and Advances to Affiliates
The company’s investments in affiliates for the six months ended June 30, 2019 were as follows:
|
Fair Value as of December 31, 2018 |
Gross Additions (2) |
Gross Reductions (3) |
Net Realized Gains/ (Losses) |
Change in Unrealized Gains/ (Losses) |
Fair Value as of June 30, 2019 |
Dividend, Interest, PIK and Other Income |
||||||||||||||||||||||
|
Controlled Affiliates |
||||||||||||||||||||||||||||
|
CBDC Senior Loan Fund LLC (1) |
$ | — | $ | 27,500,000 | $ | — | $ | — | $ | (712,560 | ) | $ | 26,787,440 | $ | 550,000 | |||||||||||||
|
Total Controlled Affiliates |
$ | — | $ | 27,500,000 | $ | — | $ | — | $ | (712,560 | ) | $ | 26,787,440 | $ | 550,000 | |||||||||||||
(1) Together with Masterland Enterprise Holdings, Ltd. (“Masterland”, and collectively with the Company, the “Members”), the Company invests through the Senior Loan Fund. Although the Company owns more than 25% of the voting securities of the Senior Loan Fund, the Company does have control over the Senior Loan Fund (other than for purposes of the Investment Company Act). See Note 4 “Investments”.
(2) Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(3) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
The company did not hold any investments in affiliates for the six months ended June 30, 2018.
Note 4. Investments
The Company’s investments at any time may include securities and other financial instruments or other assets of any sort, including, without limitation, corporate and government bonds, convertible securities, collateralized loan obligations, term loans, trade claims, equity securities, privately negotiated securities, direct placements, working interests, warrants and investment derivatives (including, but not limited to credit default swaps, recovery swaps, total return swaps, options, forward contracts, and futures) (all of the foregoing collectively referred to in these consolidated financial statements as “investments”).
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedule of Investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments. As of June 30, 2019, all investments, except for Senior Loan Fund, are non-controlled/non-affiliated investments. As of December 31, 2018, all investments held are non-controlled/non-affiliated investments.
32
Certain Risk Factors
In the ordinary course of business, the Company manages a variety of risks including market risk and liquidity risk. The Company identifies, measures and monitors risk through various control mechanisms, including trading limits and diversifying exposures and activities across a variety of instruments, markets and counterparties.
Market risk is the risk of potential adverse changes to the value of financial instruments because of changes in market conditions, including as a result of changes in the credit quality of a particular issuer, credit spreads, interest rates, and other movements and volatility in security prices or commodities. In particular, the Company may invest in issuers that are experiencing or have experienced financial or business difficulties (including difficulties resulting from the initiation or prospect of significant litigation or bankruptcy proceedings), which involves significant risks. The Company manages its exposure to market risk through the use of risk management strategies and various analytical monitoring techniques.
The Company’s investments may, at any time, include securities and other financial instruments or obligations that are illiquid or thinly traded, making purchase or sale of such securities and financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
Investments at fair value consisted of the following at June 30, 2019 and December 31, 2018:
|
Investment Type |
Cost | Fair Value |
Unrealized
Appreciation/ (Depreciation) |
Cost | Fair Value |
Unrealized
Appreciation/ (Depreciation) |
||||||||||||||||||
|
Senior Secured First Lien |
$ | 474,267,933 | $ | 474,953,230 | $ | 685,297 | $ | 380,078,748 | $ | 379,296,186 | $ | (782,562 | ) | |||||||||||
|
Senior Secured Second Lien |
87,510,525 | 80,815,080 | (6,695,445 | ) | 83,029,256 | 75,797,646 | (7,231,610 | ) | ||||||||||||||||
|
Unsecured Debt |
7,301,291 | 7,390,746 | 89,455 | 7,228,521 | 7,262,841 | 34,320 | ||||||||||||||||||
|
Preferred Stock |
2,003,130 | 2,523,435 | 520,305 | 1,891,892 | 2,270,352 | 378,460 | ||||||||||||||||||
|
Common Stock and Other |
56,842,525 | 59,222,904 | 2,380,379 | 28,452,264 | 28,714,699 | 262,435 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total Investments |
$ | 627,925,404 | $ | 624,905,395 | $ | (3,020,009 | ) | $ | 500,680,681 | $ | 493,341,724 | $ | (7,338,957 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
33
The industry composition of investments at fair value at June 30, 2019 and December 31, 2018 is as follows:
|
Industry |
Fair Value
June 30, 2019 |
Percentage of
Fair Value |
Fair Value
December 31, 2018 |
Percentage of
Fair Value |
||||||||||||
|
Automobiles & Components |
$ | 35,515,746 | 5.68 | % | $ | 28,330,364 | 5.74 | % | ||||||||
|
Capital Goods |
19,651,495 | 3.14 | 18,428,725 | 3.74 | ||||||||||||
|
Commercial & Professional Services |
152,773,614 | 24.45 | 113,762,203 | 23.06 | ||||||||||||
|
Consumer Durables & Apparel |
3,385,500 | 0.54 | 2,622,500 | 0.53 | ||||||||||||
|
Consumer Services |
71,127,779 | 11.38 | 53,523,125 | 10.85 | ||||||||||||
|
Diversified Financials |
56,935,766 | 9.11 | 29,962,766 | 6.07 | ||||||||||||
|
Energy |
13,500,000 | 2.16 | 296,629 | 0.06 | ||||||||||||
|
Food & Staples Retailing |
5,286,750 | 0.85 | 6,637,313 | 1.35 | ||||||||||||
|
Food, Beverage & Tobacco |
3,337,500 | 0.53 | 3,510,000 | 0.71 | ||||||||||||
|
Health Care Equipment & Services |
111,028,923 | 17.77 | 103,923,291 | 21.06 | ||||||||||||
|
Household & Personal Products |
4,024,795 | 0.64 | 3,292,223 | 0.67 | ||||||||||||
|
Insurance |
11,788,224 | 1.89 | 9,035,119 | 1.83 | ||||||||||||
|
Materials |
9,565,586 | 1.53 | 10,411,798 | 2.11 | ||||||||||||
|
Media |
3,794,211 | 0.61 | 3,544,140 | 0.72 | ||||||||||||
|
Pharmaceuticals, Biotechnology & Life Sciences |
10,780,976 | 1.73 | 8,228,979 | 1.67 | ||||||||||||
|
Retailing |
18,638,858 | 2.98 | 18,450,967 | 3.74 | ||||||||||||
|
Software & Services |
82,434,349 | 13.19 | 67,903,178 | 13.76 | ||||||||||||
|
Technology Hardware & Equipment |
4,675,984 | 0.75 | 4,785,431 | 0.97 | ||||||||||||
|
Transportation |
6,659,339 | 1.07 | 6,692,973 | 1.36 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Investments |
$ | 624,905,395 | 100.00 | % | $ | 493,341,724 | 100.00 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The geographic composition of investments at fair value at June 30, 2019 and December 31, 2018 is as follows:
|
Geographic Region |
Fair Value
June 30, 2019 |
Percentage of
Fair Value |
Fair Value
December 31, 2018 |
Percentage of
Fair Value |
||||||||||||
|
United States |
$ | 584,307,079 | 93.49 | % | $ | 480,204,140 | 97.34 | % | ||||||||
|
Canada |
12,104,188 | 1.94 | ||||||||||||||
|
Belgium |
10,920,414 | 1.75 | ||||||||||||||
|
United Kingdom |
7,722,002 | 1.24 | 10,861,848 | 2.20 | ||||||||||||
|
Netherlands |
7,569,019 | 1.21 | ||||||||||||||
|
France |
2,282,693 | 0.37 | 2,275,736 | 0.46 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Investments |
$ | 624,905,395 | 100.00 | % | $ | 493,341,724 | 100.00 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
34
CBDC Senior Loan Fund LLC
The Senior Loan Fund, an unconsolidated limited liability company, was formed on September 26, 2018 and commenced operations in February 2019. The Company invests together with Masterland through the Senior Loan Fund. The Senior Loan Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, CBDC Senior Loan Sub LLC. Each of the Company and Masterland have subscribed to fund $40 million. Except under certain circumstances, contributions to the Senior Loan Fund cannot be redeemed. The Senior Loan Fund is managed by a four member board of managers, on which the Company and Masterland have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. Since the Company does not have a controlling financial interest in the Senior Loan Fund, the Company does not consolidate. The Senior Loan Fund is an investment company and measured using the net asset value per share as a practical expedient for fair value.
As of June 30, 2019, the Company and Masterland had subscribed to fund and contributed the following to the Senior Loan Fund:
| June 30, 2019 | ||||||||
|
Member |
Subscribed
to fund |
Contributed | ||||||
|
Company |
$ | 40,000,000 | $ | 27,500,000 | ||||
|
Masterland |
40,000,000 | 27,500,000 | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 80,000,000 | $ | 55,000,000 | ||||
|
|
|
|
|
|||||
The Senior Loan Fund is capitalized pro rata with LLC equity interest as transactions are completed. The Senior Loan Fund has a revolving credit facility with Royal Bank of Canada (the “RBC Facility”), which permitted up to $300.0 million of borrowings as of June 30, 2019. Borrowings under the RBC Facility are secured by all assets of CBDC Senior Loan Sub LLC.
As of June 30, 2019, the Senior Loan Fund had total investments in senior secured debt at fair value of $268,983,265.
Below is a summary of the Senior Loan Fund’s portfolio, followed by a listing of the individual loans in the Senior Loan Fund’s portfolio as of June 30, 2019:
|
As of
June 30, 2019 (Unaudited) |
||||
|
Total senior secured debt (1) |
$ | 271,800,770 | ||
|
Weighted average current interest rate on senior secured debt (2) |
5.4 | % | ||
|
Number of borrowers in the Senior Loan Fund’s portfolio |
159 | |||
|
Largest loan to a single borrower (1) |
$ | 3,591,000 | ||
| (1) |
At par amount, including unfunded commitments. |
| (2) |
Computed as (a) the annual stated interest rate on accruing senior secured debt, divided by (b) total senior secured debt at par amount, excluding fully unfunded commitments. |
35
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Investments |
||||||||||||||||||||||||||||||
|
United States |
||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Aerospace & Defense |
||||||||||||||||||||||||||||||
|
Dynasty Acquisition Co., Inc. |
Senior Secured First Lien |
L + 400 | (1) | 6.33 | % | 04/2026 | $ | 487,762 | $ | 490,201 | 0.9 | % | $ | 490,240 | ||||||||||||||||
|
TransDigm, Inc. |
Senior Secured First Lien |
L + 250 | (1) | 5.00 | % | 06/2023 | 746,222 | 738,360 | 1.4 | 733,748 | ||||||||||||||||||||
|
TransDigm, Inc. |
Senior Secured First Lien |
L + 250 | (1) | 5.00 | % | 05/2025 | 1,994,321 | 1,970,652 | 3.6 | 1,951,733 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,228,305 | 3,199,213 | 5.9 | 3,175,721 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Air Transport |
||||||||||||||||||||||||||||||
|
American Airlines, Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.39 | % | 12/2023 | 2,750,000 | 2,713,074 | 5.1 | 2,710,964 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Mister Car Wash Holdings, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 05/2026 | 1,436,045 | 1,435,496 | 2.7 | 1,432,907 | ||||||||||||||||||||
|
Mister Car Wash Holdings, Inc. (3) |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 05/2026 | 40,476 | 40,527 | 0.1 | 40,319 | ||||||||||||||||||||
|
Wand NewCo 3, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.92 | % | 02/2026 | 1,500,000 | 1,506,250 | 2.8 | 1,502,580 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,976,521 | 2,982,273 | 5.6 | 2,975,806 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Building & Development |
||||||||||||||||||||||||||||||
|
Capital Automotive L.P. |
Senior Secured First Lien |
L + 250 | (2) | 4.91 | % | 03/2024 | 1,246,819 | 1,235,910 | 2.3 | 1,232,793 | ||||||||||||||||||||
|
DTZ U.S. Borrower LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 08/2025 | 3,491,206 | 3,496,676 | 6.5 | 3,483,211 | ||||||||||||||||||||
|
Forest City Enterprises, L.P. |
Senior Secured First Lien |
L + 400 | (2) | 6.40 | % | 12/2025 | 997,494 | 1,004,944 | 1.9 | 1,002,895 | ||||||||||||||||||||
|
Realogy Group LLC |
Senior Secured First Lien |
L + 225 | (2) | 4.63 | % | 02/2025 | 2,828,034 | 2,768,726 | 5.0 | 2,699,896 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 8,563,553 | 8,506,256 | 15.7 | 8,418,795 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Business Equipment & Services |
||||||||||||||||||||||||||||||
|
Allied Universal Holdco LLC |
Senior Secured First Lien |
L + 425 | (2) | 6.65 | % | 07/2022 | 1,745,614 | 1,723,755 | 3.3 | 1,745,893 | ||||||||||||||||||||
|
Almonde, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 06/2024 | 2,493,323 | 2,468,532 | 4.5 | 2,433,770 | ||||||||||||||||||||
|
Brand Energy & Infrastructure Services, Inc. |
Senior Secured First Lien |
L + 425 | (4) | 6.73 | % | 06/2024 | 1,496,183 | 1,470,733 | 2.7 | 1,449,427 | ||||||||||||||||||||
|
EAB Global, Inc. |
Senior Secured First Lien |
L + 375 | (1) | 6.38 | % | 11/2024 | 1,496,212 | 1,490,093 | 2.8 | 1,485,926 | ||||||||||||||||||||
|
Epicor Software Corporation |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 06/2022 | 2,245,054 | 2,250,269 | 4.2 | 2,233,829 | ||||||||||||||||||||
|
Financial & Risk US Holdings, Inc. |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 10/2025 | 1,496,241 | 1,475,440 | 2.7 | 1,453,455 | ||||||||||||||||||||
|
IG Investment Holdings, LLC |
Senior Secured First Lien |
L + 400 | (2) | 6.40 | % | 05/2025 | 2,211,411 | 2,209,850 | 4.1 | 2,196,484 | ||||||||||||||||||||
|
IRI Holdings, Inc. |
Senior Secured First Lien |
L + 450 | (1) | 7.02 | % | 12/2025 | 2,338,504 | 2,327,083 | 4.4 | 2,338,013 | ||||||||||||||||||||
|
Iron Mountain, Inc. |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 01/2026 | 1,492,443 | 1,470,940 | 2.7 | 1,452,334 | ||||||||||||||||||||
|
Jane Street Group, LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 08/2022 | 2,271,821 | 2,268,133 | 4.2 | 2,262,358 | ||||||||||||||||||||
|
Netsmart, Inc. |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 04/2023 | 1,576,038 | 1,570,340 | 2.9 | 1,563,233 | ||||||||||||||||||||
|
Prime Security Services Borrower, LLC |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 05/2022 | 2,000,051 | 1,999,056 | 3.7 | 1,989,071 | ||||||||||||||||||||
|
PSAV Holdings LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 03/2025 | 997,475 | 975,113 | 1.8 | 971,600 | ||||||||||||||||||||
|
Spin Holdco Inc. |
Senior Secured First Lien |
L + 325 | (1) | 5.85 | % | 11/2022 | 1,746,183 | 1,728,123 | 3.2 | 1,714,534 | ||||||||||||||||||||
|
TruGreen Limited Partnership |
Senior Secured First Lien |
L + 375 | (2) | 6.16 | % | 03/2026 | 1,418,743 | 1,420,722 | 2.6 | 1,424,071 | ||||||||||||||||||||
36
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
USIC Holdings, Inc. |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 12/2023 | $ | 1,493,521 | $ | 1,480,472 | 2.8 | % | $ | 1,483,880 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 28,518,817 | 28,328,654 | 52.6 | 28,197,878 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Cable & Satellite Television |
||||||||||||||||||||||||||||||
|
Charter Communications Operating, LLC |
Senior Secured First Lien |
L + 200 | (1) | 4.33 | % |
|
04/2025 |
|
2,240,526 | 2,239,676 | 4.2 | 2,240,526 | ||||||||||||||||||
|
CSC Holdings, LLC |
Senior Secured First Lien |
L + 225 | (2) | 4.64 | % | 01/2026 | 1,500,000 | 1,495,034 | 2.7 | 1,476,563 | ||||||||||||||||||||
|
CSC Holdings, LLC |
Senior Secured First Lien |
L + 250 | (2) | 4.89 | % | 01/2026 | 1,994,962 | 1,994,962 | 3.7 | 1,972,868 | ||||||||||||||||||||
|
Radiate Holdco, LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 02/2024 | 2,244,260 | 2,225,759 | 4.1 | 2,196,188 | ||||||||||||||||||||
|
UPC Financing Partnership |
Senior Secured First Lien |
L + 250 | (2) | 4.89 | % | 01/2026 | 2,750,000 | 2,750,000 | 5.1 | 2,749,312 | ||||||||||||||||||||
|
Virgin Media Bristol LLC |
Senior Secured First Lien |
L + 250 | (2) | 4.89 | % | 01/2026 | 1,500,000 | 1,493,899 | 2.8 | 1,496,250 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 12,229,748 | 12,199,330 | 22.6 | 12,131,707 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Chemicals & Plastics |
||||||||||||||||||||||||||||||
|
H.B. Fuller Company |
Senior Secured First Lien |
L + 200 | (2) | 4.38 | % | 10/2024 | 2,189,765 | 2,176,307 | 4.0 | 2,156,918 | ||||||||||||||||||||
|
Ineos US Finance LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 03/2024 | 2,988,627 | 2,964,975 | 5.5 | 2,954,676 | ||||||||||||||||||||
|
PMHC II, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.83 | % | 03/2025 | 751,240 | 739,972 | 1.3 | 686,134 | ||||||||||||||||||||
|
PQ Corporation |
Senior Secured First Lien |
L + 250 | (1) | 5.08 | % | 02/2025 | 1,000,000 | 998,750 | 1.9 | 997,710 | ||||||||||||||||||||
|
Univar Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 07/2024 | 1,500,000 | 1,498,156 | 2.8 | 1,497,773 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 8,429,632 | 8,378,160 | 15.5 | 8,293,211 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Consumer Services |
||||||||||||||||||||||||||||||
|
Pre-Paid Legal Services, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 05/2025 | 997,275 | 985,036 | 1.9 | 997,275 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Containers & Glass Products |
||||||||||||||||||||||||||||||
|
Berlin Packaging LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.44 | % | 11/2025 | 2,244,332 | 2,209,568 | 4.1 | 2,183,859 | ||||||||||||||||||||
|
Berry Global, Inc. |
Senior Secured First Lien |
05/2026 | 3,000,000 | 2,992,500 | 5.6 | 2,983,125 | ||||||||||||||||||||||||
|
BWAY Holding Company |
Senior Secured First Lien |
L + 325 | (1) | 5.85 | % | 04/2024 | 748,092 | 731,259 | 1.3 | 724,478 | ||||||||||||||||||||
|
Consolidated Container Company LLC |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 05/2024 | 1,496,203 | 1,489,657 | 2.8 | 1,476,378 | ||||||||||||||||||||
|
Pro Mach Group, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.14 | % | 03/2025 | 1,496,212 | 1,466,423 | 2.7 | 1,444,473 | ||||||||||||||||||||
|
Reynolds Group Holdings Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 02/2023 | 2,992,327 | 2,973,002 | 5.5 | 2,974,433 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 11,977,166 | 11,862,409 | 22.0 | 11,786,746 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Diversified Insurance |
||||||||||||||||||||||||||||||
|
Acrisure, LLC |
Senior Secured First Lien |
L + 425 | (1) | 6.77 | % | 11/2023 | 2,992,386 | 2,997,171 | 5.6 | 2,984,291 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Drugs |
||||||||||||||||||||||||||||||
|
Albany Molecular Research, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 08/2024 | 1,745,558 | 1,734,401 | 3.2 | 1,720,100 | ||||||||||||||||||||
|
Amneal Pharmaceuticals LLC |
Senior Secured First Lien |
L + 350 | (2) | 5.94 | % | 05/2025 | 2,743,072 | 2,750,331 | 5.1 | 2,730,508 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 4,488,630 | 4,484,732 | 8.3 | 4,450,608 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Electronics/Electrical |
||||||||||||||||||||||||||||||
|
Camelot UK Holdco Limited |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 10/2023 | 2,249,180 | 2,254,021 | 4.2 | 2,257,817 | ||||||||||||||||||||
|
CommScope, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 04/2026 | 1,500,000 | 1,504,655 | 2.8 | 1,497,750 | ||||||||||||||||||||
|
Compuware Corporation |
Senior Secured First Lien |
L + 400 | (2) | 6.40 | % | 08/2025 | 1,745,614 | 1,751,757 | 3.3 | 1,745,614 | ||||||||||||||||||||
|
Dell International LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.41 | % | 09/2023 | 3,496,202 | 3,488,940 | 6.5 | 3,482,375 | ||||||||||||||||||||
|
First Data Corporation |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 04/2024 | 2,250,000 | 2,250,000 | 4.2 | 2,250,000 | ||||||||||||||||||||
37
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Sabre GLBL Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 02/2024 | $ | 1,497,757 | $ | 1,495,646 | 2.8 | % | $ | 1,496,087 | ||||||||||||||||
|
SS&C Technologies Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 04/2025 | 2,017,425 | 2,018,761 | 3.8 | 2,012,260 | ||||||||||||||||||||
|
Verifone Systems, Inc. |
Senior Secured First Lien |
L + 400 | (1) | 6.38 | % | 08/2025 | 2,152,616 | 2,129,871 | 3.9 | 2,103,505 | ||||||||||||||||||||
|
Western Digital Corporation |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 04/2023 | 1,493,700 | 1,475,612 | 2.7 | 1,465,693 | ||||||||||||||||||||
|
WEX Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 05/2026 | 3,243,125 | 3,242,555 | 6.0 | 3,219,969 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 21,645,619 | 21,611,818 | 40.2 | 21,531,070 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Financial Intermediaries |
||||||||||||||||||||||||||||||
|
Apollo Commercial Real Estate Finance, Inc |
Senior Secured First Lien |
L + 275 | (2) | 5.14 | % | 05/2026 | 1,499,976 | 1,496,179 | 2.8 | 1,496,226 | ||||||||||||||||||||
|
Avolon TLB Borrower 1 (US) LLC |
Senior Secured First Lien |
L + 175 | (2) | 4.13 | % | 01/2025 | 3,500,000 | 3,497,590 | 6.5 | 3,500,368 | ||||||||||||||||||||
|
Blackhawk Network Holdings, Inc |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 06/2025 | 1,994,962 | 1,987,079 | 3.7 | 1,983,122 | ||||||||||||||||||||
|
Citadel Securities LP |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 02/2026 | 1,540,291 | 1,538,365 | 2.9 | 1,544,141 | ||||||||||||||||||||
|
Edelman Financial Center, LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.64 | % | 07/2025 | 747,497 | 748,430 | 1.4 | 746,163 | ||||||||||||||||||||
|
FinCo I LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 12/2022 | 1,500,000 | 1,497,569 | 2.8 | 1,500,465 | ||||||||||||||||||||
|
Focus Financial Partners, LLC |
Senior Secured First Lien |
L + 250 | (2) | 4.90 | % | 07/2024 | 1,496,222 | 1,496,222 | 2.8 | 1,496,596 | ||||||||||||||||||||
|
Jefferies Finance LLC |
Senior Secured First Lien |
L + 375 | (2) | 6.25 | % | 05/2026 | 1,831,604 | 1,832,897 | 3.4 | 1,831,604 | ||||||||||||||||||||
|
Kestra Advisor Services Holdings A, Inc. |
Senior Secured First Lien |
L + 425 | (1) | 6.78 | % | 06/2026 | 1,183,988 | 1,172,224 | 2.2 | 1,179,299 | ||||||||||||||||||||
|
RPI Finance Trust |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 03/2023 | 2,961,926 | 2,959,033 | 5.6 | 2,968,413 | ||||||||||||||||||||
|
Sedgwick Claims Management Services, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 12/2025 | 1,745,614 | 1,734,458 | 3.2 | 1,724,256 | ||||||||||||||||||||
|
VFH Parent LLC |
Senior Secured First Lien |
L + 350 | (5) | 6.04 | % | 03/2026 | 1,749,333 | 1,755,798 | 3.3 | 1,755,237 | ||||||||||||||||||||
|
Victory Capital Holdings, Inc. |
Senior Secured First Lien |
07/2026 | 1,500,000 | 1,492,633 | 2.8 | 1,502,813 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 23,251,413 | 23,208,477 | 43.4 | 23,228,703 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food products |
||||||||||||||||||||||||||||||
|
Dole Food Company Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 04/2024 | 1,490,196 | 1,482,912 | 2.7 | 1,458,060 | ||||||||||||||||||||
|
Hearthside Food Solutions, LLC |
Senior Secured First Lien |
L + 369 | (2) | 6.09 | % | 05/2025 | 748,111 | 734,084 | 1.4 | 733,149 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,238,307 | 2,216,996 | 4.1 | 2,191,209 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food Service |
||||||||||||||||||||||||||||||
|
AqGen Ascensus, Inc. |
Senior Secured First Lien |
L + 400 | (5) | 6.20 | % | 12/2022 | 753,358 | 754,265 | 1.4 | 755,716 | ||||||||||||||||||||
|
IRB Holding Corp |
Senior Secured First Lien |
L + 325 | (2) | 5.64 | % | 02/2025 | 1,994,949 | 1,990,585 | 3.7 | 1,972,975 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,748,307 | 2,744,850 | 5.1 | 2,728,691 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food/Drug Retailers |
||||||||||||||||||||||||||||||
|
Albertsons, LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 11/2025 | 2,240,620 | 2,230,654 | 4.2 | 2,232,218 | ||||||||||||||||||||
|
BJ’s Wholesale Club, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.16 | % | 02/2024 | 2,244,347 | 2,250,496 | 4.2 | 2,249,251 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 4,484,967 | 4,481,150 | 8.4 | 4,481,469 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Health Care |
||||||||||||||||||||||||||||||
|
ADMI Corp. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 04/2025 | 1,494,968 | 1,480,280 | 2.7 | 1,475,908 | ||||||||||||||||||||
|
ATI Holdings Acquisition, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 05/2023 | 1,741,665 | 1,716,391 | 3.2 | 1,719,894 | ||||||||||||||||||||
|
Avantor, Inc. |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 11/2024 | 1,381,082 | 1,387,023 | 2.6 | 1,388,422 | ||||||||||||||||||||
|
CHG Healthcare Services Inc. |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 06/2023 | 2,004,753 | 2,002,085 | 3.7 | 1,997,406 | ||||||||||||||||||||
38
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Comet Acquisition, Inc. |
Senior Secured First Lien |
L + 350 | (1) | 6.02 | % | 10/2025 | $ | 1,496,241 | $ | 1,495,015 | 2.8 | % | $ | 1,479,408 | ||||||||||||||||
|
DaVita, Inc. |
Senior Secured First Lien |
L + 275 | (6) | 5.14 | % | 06/2021 | 1,500,726 | 1,503,331 | 2.8 | 1,501,979 | ||||||||||||||||||||
|
Envision Healthcare Corporation |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 10/2025 | 1,494,370 | 1,429,815 | 2.5 | 1,324,386 | ||||||||||||||||||||
|
Gentiva Health Services, Inc. |
Senior Secured First Lien |
L + 375 | (2) | 6.19 | % | 07/2025 | 2,214,504 | 2,217,294 | 4.1 | 2,219,354 | ||||||||||||||||||||
|
HCA Inc. |
Senior Secured First Lien |
L + 200 | (1) | 4.33 | % | 03/2025 | 994,962 | 996,165 | 1.9 | 996,599 | ||||||||||||||||||||
|
Heartland Dental, LLC |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 04/2025 | 1,214,398 | 1,193,270 | 2.1 | 1,153,684 | ||||||||||||||||||||
|
Heartland Dental, LLC (3) (7) |
Senior Secured First Lien |
04/2025 | — | (474 | ) | — | (1,367 | ) | ||||||||||||||||||||||
|
IQVIA Inc. |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 06/2025 | 1,493,715 | 1,489,998 | 2.8 | 1,487,643 | ||||||||||||||||||||
|
MPH Acquisition Holdings LLC |
Senior Secured First Lien |
L + 275 | (1) | 5.08 | % | 06/2023 | 1,992,918 | 1,945,424 | 3.6 | 1,910,710 | ||||||||||||||||||||
|
NVA Holdings, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.94 | % | 02/2025 | 1,248,744 | 1,240,701 | 2.3 | 1,249,415 | ||||||||||||||||||||
|
Press Ganey Holdings, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 10/2023 | 1,246,803 | 1,243,686 | 2.3 | 1,246,884 | ||||||||||||||||||||
|
Prospect Medical Holdings, Inc. |
Senior Secured First Lien |
L + 550 | (2) | 7.94 | % | 02/2024 | 248,741 | 228,365 | 0.4 | 235,474 | ||||||||||||||||||||
|
RegionalCare Hospital Partners Holdings, Inc. |
Senior Secured First Lien |
L + 450 | (2) | 6.90 | % | 11/2025 | 1,492,500 | 1,487,102 | 2.8 | 1,486,232 | ||||||||||||||||||||
|
Sound Inpatient Physicians |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 06/2025 | 748,111 | 748,737 | 1.4 | 748,227 | ||||||||||||||||||||
|
Surgery Center Holdings, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 09/2024 | 1,493,036 | 1,472,437 | 2.7 | 1,445,752 | ||||||||||||||||||||
|
Syneos Health, Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 08/2024 | 1,441,024 | 1,441,089 | 2.7 | 1,439,338 | ||||||||||||||||||||
|
Tecomet Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.91 | % | 05/2024 | 748,092 | 748,092 | 1.4 | 745,286 | ||||||||||||||||||||
|
U.S. Renal Care, Inc. |
Senior Secured First Lien |
06/2026 | 1,242,150 | 1,217,307 | 2.3 | 1,221,679 | ||||||||||||||||||||||||
|
Verscend Holding Corp. |
Senior Secured First Lien |
L + 450 | (2) | 6.90 | % | 08/2025 | 2,244,347 | 2,254,448 | 4.2 | 2,250,317 | ||||||||||||||||||||
|
Viant Medical Holdings, Inc. |
Senior Secured First Lien |
L + 375 | (1) | 6.08 | % | 07/2025 | 747,178 | 749,472 | 1.4 | 745,930 | ||||||||||||||||||||
|
VVC Holding Corp. |
Senior Secured First Lien |
L + 450 | (1) | 7.05 | % | 02/2026 | 1,496,250 | 1,484,111 | 2.8 | 1,495,315 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 33,421,278 | 33,171,164 | 61.5 | 32,963,875 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Industrial Equipment |
||||||||||||||||||||||||||||||
|
Clark Equipment Company |
Senior Secured First Lien |
L + 200 | (1) | 4.33 | % | 05/2024 | 1,683,168 | 1,679,279 | 3.1 | 1,672,295 | ||||||||||||||||||||
|
LTI Holdings, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 09/2025 | 997,488 | 967,145 | 1.8 | 945,434 | ||||||||||||||||||||
|
Playpower, Inc. |
Senior Secured First Lien |
L + 550 | (2) | 7.90 | % | 05/2026 | 218,800 | 216,634 | 0.4 | 219,620 | ||||||||||||||||||||
|
Sabre Industries, Inc. |
Senior Secured First Lien |
L + 450 | (2) | 6.89 | % | 04/2026 | 500,000 | 495,019 | 0.9 | 500,002 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 3,399,456 | 3,358,077 | 6.2 | 3,337,351 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Leisure Goods/Activities/Movies |
||||||||||||||||||||||||||||||
|
Crown Finance US, Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 02/2025 | 2,217,700 | 2,183,457 | 4.1 | 2,184,545 | ||||||||||||||||||||
|
Hoya Midco, LLC |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 06/2024 | 1,491,338 | 1,482,193 | 2.8 | 1,479,534 | ||||||||||||||||||||
|
Pure Fishing, Inc. |
Senior Secured First Lien |
L + 450 | (1) | 6.83 | % | 11/2025 | 748,125 | 747,533 | 1.3 | 713,524 | ||||||||||||||||||||
|
Six Flags Theme Parks, Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.41 | % | 04/2026 | 1,770,388 | 1,766,049 | 3.3 | 1,774,256 | ||||||||||||||||||||
|
UFC Holdings, LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 04/2026 | 2,253,581 | 2,257,067 | 4.2 | 2,252,173 | ||||||||||||||||||||
|
Varsity Brands, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 12/2024 | 1,496,206 | 1,487,790 | 2.7 | 1,470,487 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| 9,977,338 | 9,924,089 | 18.4 | 9,874,519 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
39
| Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Lodging & Casinos |
||||||||||||||||||||||||||||||
|
Golden Nugget, Inc. |
Senior Secured First Lien | L + 275 | (2) | 5.15 | % | 10/2023 | $ | 1,991,927 | $ | 1,987,328 | 3.7 | % | $ | 1,978,352 | ||||||||||||||||
|
MGM Growth Properties Operating Partnership LP |
Senior Secured First Lien | L + 200 | (2) | 4.40 | % | 03/2025 | 2,490,993 | 2,487,718 | 4.6 | 2,478,737 | ||||||||||||||||||||
|
Scientific Games International, Inc. |
Senior Secured First Lien | L + 275 | (4) | 5.23 | % | 08/2024 | 2,489,918 | 2,461,601 | 4.6 | 2,455,507 | ||||||||||||||||||||
|
Seminole Tribe of Florida |
Senior Secured First Lien | L + 175 | (2) | 4.15 | % | 07/2024 | 746,203 | 745,288 | 1.4 | 747,449 | ||||||||||||||||||||
|
VICI Properties 1 LLC |
Senior Secured First Lien | L + 200 | (2) | 4.40 | % | 12/2024 | 1,500,000 | 1,491,583 | 2.8 | 1,485,465 | ||||||||||||||||||||
|
Wyndham Hotels & Resorts, Inc. |
Senior Secured First Lien | L + 175 | (2) | 4.15 | % | 05/2025 | 2,250,096 | 2,248,781 | 4.2 | 2,245,877 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 11,469,137 | 11,422,299 | 21.3 | 11,391,387 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Nonferrous Metals/Minerals |
||||||||||||||||||||||||||||||
|
Dynacast International LLC |
Senior Secured First Lien | L + 325 | (1) | 5.58 | % | 01/2022 | 748,047 | 730,592 | 1.3 | 723,268 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Oil & Gas |
||||||||||||||||||||||||||||||
|
Blackstone CQP Holdco LP |
Senior Secured First Lien | L + 350 | (1) | 5.89 | % | 09/2024 | 1,425,917 | 1,424,432 | 2.6 | 1,429,482 | ||||||||||||||||||||
|
Delek US Holdings, Inc. |
Senior Secured First Lien | L + 225 | (1) | 4.58 | % | 03/2025 | 1,200,090 | 1,194,511 | 2.2 | 1,184,345 | ||||||||||||||||||||
|
Prairie ECI Acquiror LP |
Senior Secured First Lien | L + 475 | (1) | 7.08 | % | 03/2026 | 997,500 | 1,004,952 | 1.9 | 1,003,734 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,623,507 | 3,623,895 | 6.7 | 3,617,561 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Property & Casualty Insurance |
||||||||||||||||||||||||||||||
|
AssuredPartners, Inc. |
Senior Secured First Lien | L + 350 | (2) | 5.90 | % | 10/2024 | 2,991,370 | 2,980,291 | 5.5 | 2,967,065 | ||||||||||||||||||||
|
Asurion LLC |
Senior Secured First Lien | L + 300 | (2) | 5.40 | % | 11/2024 | 1,246,852 | 1,246,851 | 2.3 | 1,245,898 | ||||||||||||||||||||
|
Asurion LLC |
Senior Secured First Lien | L + 300 | (2) | 5.40 | % | 11/2023 | 1,494,141 | 1,495,990 | 2.8 | 1,492,938 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 5,732,363 | 5,723,132 | 10.6 | 5,705,901 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Publishing |
||||||||||||||||||||||||||||||
|
Meredith Corporation |
Senior Secured First Lien | L + 275 | (2) | 5.15 | % | 01/2025 | 2,478,786 | 2,478,589 | 4.6 | 2,479,939 | ||||||||||||||||||||
|
Nielsen Finance LLC |
Senior Secured First Lien | L + 200 | (2) | 4.41 | % | 10/2023 | 2,696,947 | 2,686,817 | 5.0 | 2,673,726 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 5,175,733 | 5,165,406 | 9.6 | 5,153,665 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Radio & Television |
||||||||||||||||||||||||||||||
|
Gray Television, Inc. |
Senior Secured First Lien | L + 250 | (2) | 4.93 | % | 01/2026 | 1,494,370 | 1,492,542 | 2.8 | 1,494,744 | ||||||||||||||||||||
|
Nexstar Broadcasting, Inc. |
Senior Secured First Lien | L + 225 | (2) | 4.69 | % | 01/2024 | 269,295 | 267,804 | 0.5 | 267,443 | ||||||||||||||||||||
|
Nexstar Broadcasting, Inc. |
Senior Secured First Lien | 06/2026 | 1,968,242 | 1,966,185 | 3.7 | 1,963,145 | ||||||||||||||||||||||||
|
Nexstar Broadcasting, Inc. |
Senior Secured First Lien | L + 225 | (2) | 4.65 | % | 01/2024 | 1,348,436 | 1,341,148 | 2.5 | 1,339,165 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 5,080,343 | 5,067,679 | 9.5 | 5,064,497 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Retailers (except Food & Drug) |
||||||||||||||||||||||||||||||
|
Bass Pro Group, LLC |
Senior Secured First Lien | L + 500 | (2) | 7.40 | % | 09/2024 | 1,494,299 | 1,472,351 | 2.7 | 1,430,477 | ||||||||||||||||||||
|
Men’s Wearhouse, Inc. (The) |
Senior Secured First Lien | L + 325 | (2) | 5.69 | % | 04/2025 | 1,491,801 | 1,450,497 | 2.5 | 1,328,949 | ||||||||||||||||||||
|
Staples, Inc. |
Senior Secured First Lien | L + 500 | (1) | 7.60 | % | 04/2026 | 1,519,661 | 1,497,276 | 2.7 | 1,462,431 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 4,505,761 | 4,420,124 | 7.9 | 4,221,857 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Surface Transport |
||||||||||||||||||||||||||||||
|
Avis Budget Car Rental, LLC |
Senior Secured First Lien | L + 200 | (2) | 4.41 | % | 02/2025 | 1,494,313 | 1,483,518 | 2.8 | 1,492,916 | ||||||||||||||||||||
|
XPO Logistics, Inc. |
Senior Secured First Lien | L + 250 | (2) | 4.88 | % | 02/2025 | 1,220,477 | 1,218,209 | 2.3 | 1,223,858 | ||||||||||||||||||||
|
XPO Logistics, Inc. |
Senior Secured First Lien | L + 200 | (2) | 4.40 | % | 02/2025 | 500,000 | 493,402 | 0.9 | 496,762 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,214,790 | 3,195,129 | 6.0 | 3,213,536 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
40
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Telecommunications |
||||||||||||||||||||||||||||||
|
Avaya, Inc. |
Senior Secured First Lien | L + 425 | (2) | 6.65 | % | 12/2024 | $ | 2,743,038 | $ | 2,747,703 | 4.9 | % | $ | 2,629,888 | ||||||||||||||||
|
CenturyLink, Inc. |
Senior Secured First Lien | L + 275 | (2) | 5.15 | % | 01/2025 | 2,831,653 | 2,795,254 | 5.2 | 2,771,098 | ||||||||||||||||||||
|
Level 3 Financing Inc. |
Senior Secured First Lien | L + 225 | (2) | 4.65 | % | 02/2024 | 3,500,000 | 3,499,893 | 6.5 | 3,476,812 | ||||||||||||||||||||
|
Sprint Communications, Inc. |
Senior Secured First Lien | L + 300 | (2) | 5.44 | % | 02/2024 | 1,990,000 | 1,990,000 | 3.7 | 1,975,075 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 11,064,691 | 11,032,850 | 20.3 | 10,852,873 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Utilities |
||||||||||||||||||||||||||||||
|
Brookfield WEC Holdings Inc. |
Senior Secured First Lien | 08/2025 | 114,129 | 113,844 | 0.2 | 114,129 | ||||||||||||||||||||||||
|
Brookfield WEC Holdings Inc. |
Senior Secured First Lien | L + 350 | (2) | 5.90 | % | 08/2025 | 1,494,370 | 1,497,458 | 2.8 | 1,494,266 | ||||||||||||||||||||
|
Calpine Corporation |
Senior Secured First Lien | L + 275 | (1) | 5.08 | % | 04/2026 | 1,155,000 | 1,143,689 | 2.1 | 1,154,642 | ||||||||||||||||||||
|
Calpine Corporation |
Senior Secured First Lien | L + 250 | (1) | 4.83 | % | 01/2024 | 1,343,910 | 1,335,810 | 2.5 | 1,338,809 | ||||||||||||||||||||
|
Eastern Power, LLC |
Senior Secured First Lien | L + 375 | (2) | 6.15 | % | 10/2023 | 1,651,799 | 1,651,056 | 3.1 | 1,652,484 | ||||||||||||||||||||
|
Nautilus Power, LLC |
Senior Secured First Lien | L + 425 | (2) | 6.73 | % | 05/2024 | 981,734 | 982,039 | 1.8 | 982,348 | ||||||||||||||||||||
|
Talen Energy Supply, LLC |
Senior Secured First Lien | 06/2026 | 1,278,000 | 1,266,489 | 2.4 | 1,273,208 | ||||||||||||||||||||||||
|
TEX Operations Co. LLC |
Senior Secured First Lien | L + 200 | (2) | 4.40 | % | 08/2023 | 337,003 | 337,593 | 0.6 | 336,983 | ||||||||||||||||||||
|
Vistra Operations Company LLC |
Senior Secured First Lien | L + 200 | (2) | 4.40 | % | 12/2025 | 466,081 | 462,670 | 0.9 | 466,197 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 8,822,026 | 8,790,648 | 16.4 | 8,813,066 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Debt Investments United States | $ | 247,755,116 | $ | 246,524,683 | 457.7 | % | $ | 245,217,500 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total United States | $ | 246,524,683 | 457.7 | % | $ | 245,217,500 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Aerospace & Defense |
||||||||||||||||||||||||||||||
|
1199169 B.C. Unlimited Liability Company |
Senior Secured First Lien | L + 400 | (1) | 6.33 | % | 04/2026 | 262,238 | 263,549 | 0.5 | 263,570 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Air Transport |
||||||||||||||||||||||||||||||
|
Air Canada |
Senior Secured First Lien | L + 200 | (2) | 4.40 | % | 10/2023 | 1,740,794 | 1,745,657 | 3.2 | 1,742,700 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Panther BF Aggregator 2 L P |
Senior Secured First Lien | L + 350 | (2) | 5.90 | % | 04/2026 | 1,491,800 | 1,477,138 | 2.8 | 1,482,946 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Food Service |
||||||||||||||||||||||||||||||
|
1011778 B.C. Unlimited Liability Company |
Senior Secured First Lien | L + 225 | (2) | 4.65 | % | 02/2024 | 3,487,264 | 3,471,379 | 6.5 | 3,467,666 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Health Care |
||||||||||||||||||||||||||||||
|
DentalCorp Perfect Smile ULC |
Senior Secured First Lien | L + 375 | (2) | 6.15 | % | 06/2025 | 748,328 | 738,433 | 1.4 | 740,613 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Oil & Gas |
||||||||||||||||||||||||||||||
|
NorthRiver Midstream Finance LP |
Senior Secured First Lien | L + 325 | (1) | 5.85 | % | 10/2025 | 996,863 | 999,001 | 1.8 | 997,002 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Debt Investments Canada | $ | 8,727,287 | $ | 8,695,157 | 16.2 | % | $ | 8,694,497 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Canada | $ | 8,695,157 | 16.2 | % | $ | 8,694,497 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Luxembourg | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Belron Finance US LLC |
Senior Secured First Lien | L + 250 | (1) | 5.07 | % | 11/2024 | 946,335 | 946,892 | 1.8 | 946,634 | ||||||||||||||||||||
41
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Belron Finance US LLC |
Senior Secured First Lien | L + 250 | (1) | 5.04 | % | 11/2025 | $ | 299,248 | $ | 299,248 | 0.5 | % | $ | 299,622 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 1,245,583 | 1,246,140 | 2.3 | 1,246,256 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Drugs |
||||||||||||||||||||||||||||||
|
Endo Luxembourg Finance Company I S.a r.l. |
Senior Secured First Lien | L + 425 | (2) | 6.69 | % | 04/2024 | 995,557 | 990,472 | 1.8 | 937,486 | ||||||||||||||||||||
|
Mallinckrodt International Finance S.A. |
Senior Secured First Lien | L + 300 | (1) | 5.53 | % | 02/2025 | 962,213 | 936,546 | 1.6 | 868,099 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 1,957,770 | 1,927,018 | 3.4 | 1,805,585 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Electronics/Electrical |
||||||||||||||||||||||||||||||
|
SS&C Technologies Holdings Europe S.A.R.L. |
Senior Secured First Lien | L + 225 | (2) | 4.65 | % | 04/2025 | 1,381,945 | 1,382,995 | 2.6 | 1,378,407 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Debt Investments Luxembourg | $ | 4,585,298 | $ | 4,556,153 | 8.3 | % | $ | 4,430,248 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Luxembourg | $ | 4,556,153 | 8.3 | % | $ | 4,430,248 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| New Zealand | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Business Equipment & Services |
||||||||||||||||||||||||||||||
|
Capri Finance LLC |
Senior Secured First Lien | L + 325 | (1) | 5.83 | % | 11/2024 | 1,496,215 | 1,482,157 | 2.7 | 1,470,779 | ||||||||||||||||||||
|
Titan Acquisition Co. New Zealand Limited |
Senior Secured First Lien | L + 425 | (1) | 6.83 | % | 05/2026 | 1,000,000 | 995,059 | 1.9 | 1,001,250 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| 2,496,215 | 2,477,216 | 4.6 | 2,472,029 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Debt Investments New Zealand | $ | 2,496,215 | $ | 2,477,216 | 4.6 | % | $ | 2,472,029 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total New Zealand | $ | 2,477,216 | 4.6 | % | $ | 2,472,029 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Boing US Holdco Inc. |
Senior Secured First Lien | L + 325 | (2) | 5.67 | % | 10/2024 | 748,106 | 749,038 | 1.4 | 746,004 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Debt Investments United Kingdom | £ | 748,106 | $ | 749,038 | 1.4 | % | $ | 746,004 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total United Kingdom | $ | 749,038 | 1.4 | % | $ | 746,004 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Netherlands | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Chemicals & Plastics |
||||||||||||||||||||||||||||||
|
Starfruit Finco B.V |
Senior Secured First Lien | L + 325 | (2) | 5.67 | % | 10/2025 | 3,591,000 | 3,598,376 | 6.6 | 3,543,868 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Electronics/Electrical |
||||||||||||||||||||||||||||||
|
Avast Software B.V. |
Senior Secured First Lien | L + 225 | (1) | 4.58 | % | 09/2023 | 1,375,480 | 1,376,098 | 2.6 | 1,374,084 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Food products |
||||||||||||||||||||||||||||||
|
Jacobs Douwe Egberts International B.V. |
Senior Secured First Lien | L + 200 | (2) | 4.50 | % | 11/2025 | 652,926 | 652,926 | 1.2 | 651,565 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Debt Investments Netherlands | $ | 5,619,406 | $ | 5,627,400 | 10.4 | % | $ | 5,569,517 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Netherlands | $ | 5,627,400 | 10.4 | % | $ | 5,569,517 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Australia | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Business Equipment & Services |
||||||||||||||||||||||||||||||
|
Eta Australia Holdings III Pty Ltd |
Senior Secured First Lien | L + 400 | (2) | 6.40 | % | 06/2026 | 375,000 | 376,860 | 0.7 | 375,939 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Telecommunications |
||||||||||||||||||||||||||||||
|
Speedcast International Limited |
Senior Secured First Lien | L + 275 | (1) | 5.08 | % | 05/2025 | 1,494,342 | 1,472,893 | 2.8 | 1,477,531 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Debt Investments Australia | $ | 1,869,342 | $ | 1,849,753 | 3.5 | % | $ | 1,853,470 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Total Australia | $ | 1,849,753 | 3.5 | % | $ | 1,853,470 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Total Investments | $ | 270,479,400 | 502.1 | % | $ | 268,983,265 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| * |
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Prime (“P”) or EURIBOR (“E”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at June 30, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| ** |
Percentage is based on net assets of $53,574,900 as of June 30, 2019. |
| (1) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of June 30, 2019 was 2.32%. |
42
| (2) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of June 30, 2019 was 2.40%. |
| (3) |
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”. |
| (4) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of June 30, 2019 was 2.33%. |
| (5) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of June 30, 2019 was 2.20%. |
| (6) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 week LIBOR plus a base rate. The 1 week LIBOR as of June 30, 2019 was 2.37%. |
| (7) |
The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan. |
Below is selected balance sheet information for the Senior Loan Fund as of June 30, 2019:
|
As of
June 30, 2019 (Unaudited) |
||||
|
Selected Balance Sheet Information: |
||||
|
Total investments, at fair value |
$ | 268,983,265 | ||
|
Cash |
3,508,221 | |||
|
Other assets |
3,436,028 | |||
|
|
|
|||
|
Total assets |
$ | 275,927,514 | ||
|
|
|
|||
|
Debt |
$ | 154,736,761 | ||
|
Other liabilities |
67,615,853 | |||
|
|
|
|||
|
Total liabilities |
$ | 222,352,614 | ||
|
|
|
|||
|
Members’ equity |
53,574,900 | |||
|
|
|
|||
|
Total liabilities and members’ equity |
$ | 275,927,514 | ||
|
|
|
|||
Below is selected statements of operations information for the Senior Loan Fund for the three and six months ended June 30, 2019:
|
For the three
months ended June 30, 2019 |
For the six
months ended June 30, 2019 |
|||||||
|
Selected Statements of Operations Information: |
||||||||
|
Total investment income |
$ | 2,070,554 | $ | 2,167,250 | ||||
|
Expenses |
||||||||
|
Interest and other debt financing costs |
830,455 | 837,722 | ||||||
|
Professional fees |
15,000 | 105,000 | ||||||
|
Other general and administrative expenses |
75,302 | 97,101 | ||||||
|
|
|
|
|
|||||
|
Total expenses |
920,757 | 1,039,823 | ||||||
|
|
|
|
|
|||||
|
Net investment income (loss) |
1,149,797 | 1,127,427 | ||||||
|
|
|
|
|
|||||
|
Net realized gain (loss) on investments |
42,858 | 43,608 | ||||||
|
Net change in unrealized appreciation (depreciation) on investments |
(1,036,364 | ) | (1,496,135 | ) | ||||
|
|
|
|
|
|||||
|
Net increase (decrease) in members’ equity |
$ | 156,291 | $ | (325,100 | ) | |||
|
|
|
|
|
|||||
43
Note 5. Fair Value of Financial Instruments
Investments
The following table presents fair value measurements of investments as of June 30, 2019:
| Fair Value Hierarchy | ||||||||||||||||
|
|
||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
|
|
||||||||||||||||
|
Senior Secured First Lien |
$ | — | $ | 72,790,652 | $ | 402,162,578 | $ | 474,953,230 | ||||||||
|
Senior Secured Second Lien |
— | 24,456,566 | 56,358,514 | 80,815,080 | ||||||||||||
|
Unsecured Debt |
— | — | 7,390,746 | 7,390,746 | ||||||||||||
|
Preferred Stock |
— | — | 2,523,435 | 2,523,435 | ||||||||||||
|
Common Stock and Other |
— | — | 14,575,179 | 14,575,179 | ||||||||||||
|
|
||||||||||||||||
|
Subtotal |
$ | — | $ | 97,247,218 | $ | 483,010,452 | $ | 580,257,670 | ||||||||
|
Investments Measured at NAV (1) |
44,647,725 | |||||||||||||||
|
|
||||||||||||||||
|
Total Investments |
$ | 624,905,395 | ||||||||||||||
|
|
||||||||||||||||
(1) In accordance with ASC 820-10, certain investments that are measured using the net asset value per shares (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
The following table presents fair value measurements of investments as of December 31, 2018:
| Fair Value Hierarchy | ||||||||||||||||
|
|
||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
|
|
||||||||||||||||
|
Senior Secured First Lien |
$ | — | $ | 62,191,471 | $ | 317,104,715 | $ | 379,296,186 | ||||||||
|
Senior Secured Second Lien |
— | 21,940,428 | 53,857,218 | 75,797,646 | ||||||||||||
|
Unsecured Debt |
— | — | 7,262,841 | 7,262,841 | ||||||||||||
|
Preferred Stock |
— | — | 2,270,352 | 2,270,352 | ||||||||||||
|
Common Stock and Other |
— | — | 11,536,391 | 11,536,391 | ||||||||||||
|
|
||||||||||||||||
|
Subtotal |
$ | — | $ | 84,131,899 | $ | 392,031,517 | $ | 476,163,416 | ||||||||
|
Investments Measured at NAV (1) |
17,178,308 | |||||||||||||||
|
|
||||||||||||||||
|
Total |
$ | 493,341,724 | ||||||||||||||
|
|
||||||||||||||||
(1) In accordance with ASC 820-10, certain investments that are measured using the net asset value per shares (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. These investments are generally not redeemable. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the six months ended June 30, 2019, based off of the fair value hierarchy at June 30, 2019:
| Senior | Senior | |||||||||||||||||||||||
| Secured | Secured | Unsecured | Preferred | Common | ||||||||||||||||||||
| First Lien | Second Lien | Debt | Stock | Stock | Total | |||||||||||||||||||
|
Balance as of January 1, 2019 |
$ | 317,104,715 | $ | 53,857,218 | $ | 7,262,841 | $ | 2,270,352 | $ | 11,536,391 | $ | 392,031,517 | ||||||||||||
|
Amortized discounts/premiums |
1,116,702 | 100,413 | 15,964 | - | - | 1,233,079 | ||||||||||||||||||
|
Paid in-kind interest |
137,137 | - | 28,113 | - | - | 165,250 | ||||||||||||||||||
|
Net realized gain (loss) |
(601,536 | ) | - | - | - | - | (601,536 | ) | ||||||||||||||||
|
Net change in unrealized appreciation (depreciation) |
1,482,862 | 54,273 | 55,135 | 141,846 | 2,537,755 | 4,271,871 | ||||||||||||||||||
|
Purchases |
137,787,663 | 2,425,001 | 28,693 | 111,237 | 501,033 | 140,853,627 | ||||||||||||||||||
|
Sales/return of capital/principal repayments/paydowns |
(53,076,236 | ) | (78,391 | ) | - | - | - | (53,154,627 | ) | |||||||||||||||
|
Transfers in |
6,637,313 | - | - | - | - | 6,637,313 | ||||||||||||||||||
|
Transfers out |
(8,426,042 | ) | - | - | - | - | (8,426,042 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Balance as of June 30, 2019 |
$ | 402,162,578 | $ | 56,358,514 | $ | 7,390,746 | $ | 2,523,435 | $ | 14,575,179 | $ | 483,010,452 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2019 | $ | 2,604,923 | $ | (1,169,654 | ) | $ | (419,810 | ) | $ | - | $ | 2,537,755 | $ | 3,553,214 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
44
During the six months ended June 30, 2019, the Company recorded $8,426,042 in transfers from Level 3 to Level 2 and $6,637,313 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data.
The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the six months ended June 30, 2018, based off of the fair value hierarchy at June 30, 2018:
| Senior | Senior | |||||||||||||||||||||||
| Secured | Secured | Unsecured | Preferred | Common | ||||||||||||||||||||
| First Lien | Second Lien | Debt | Stock | Stock | Total | |||||||||||||||||||
|
Balance as of January 1, 2018 |
$ | 153,914,784 | $ | 46,631,702 | $ | 5,641,565 | $ | 2,011,108 | $ | 7,923,331 | $ | 216,122,490 | ||||||||||||
|
Amortized discounts/premiums |
517,192 | 96,973 | 9,910 | - | - | 624,075 | ||||||||||||||||||
|
Paid in-kind interest |
7,436 | - | 60,458 | - | - | 67,894 | ||||||||||||||||||
|
Net realized gain (loss) |
1,890 | - | - | - | - | 1,890 | ||||||||||||||||||
|
Net change in unrealized appreciation (depreciation) |
(15,136 | ) | (1,414,514 | ) | (206,246 | ) | 124,660 | (161,082 | ) | (1,672,318 | ) | |||||||||||||
|
Purchases |
99,995,494 | 881,018 | 30,187 | - | 12,421,301 | 113,328,000 | ||||||||||||||||||
|
Sales/return of capital/principal repayments/paydowns |
(40,173,072 | ) | - | - | - | - | (40,173,072 | ) | ||||||||||||||||
|
Transfers in |
32,623,340 | 11,989,927 | - | - | - | 44,613,267 | ||||||||||||||||||
|
Transfers out |
- | - | - | - | - | - | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Balance as of June 30, 2018 |
$ | 246,871,928 | $ | 58,185,106 | $ | 5,535,874 | $ | 2,135,768 | $ | 20,183,550 | $ | 332,912,226 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2018 | $ | 346,343 | $ | (1,414,514 | ) | $ | (206,246 | ) | $ | 124,660 | $ | (161,082 | ) | $ | (1,310,839 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
During the six months ended June 30, 2018, the Company recorded $0 in transfers from Level 3 to Level 2 and $44,613,267 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data.
The following tables present the fair value of Level 3 investments and the ranges of significant unobservable inputs used to value the Company’s Level 3 investments as of June 30, 2019 and December 31, 2018. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. For example, the highest market yield presented in the table for senior secured first lien investments is appropriate for valuing a specific investment but may not be appropriate for valuing any other investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 investments.
|
Quantitative information about Level 3 Fair Value Measurements
|
||||||||||
|
|
Fair value as of
June 30, 2019 |
|
Valuation Techniques |
Unobservable
Input |
Range (Weighted Average) |
|||||
|
Senior Secured First Lien |
$295,679,438 | Discounted Cash Flows | Discount Rate | 6.3%-12.6%(7.9%) | ||||||
| $7,232,000 | Enterprise Value | Comparable EBITDA Multiple | 9.6x | |||||||
| $99,251,140 | Broker Quoted | Broker Quote | N/A | |||||||
|
Senior Secured Second Lien |
$49,807,212 | Discounted Cash Flows | Discount Rate | 7.4%-18.0%(11.6%) | ||||||
| $6,551,302 | Enterprise Value | Comparable EBITDA Multiple | 10.8x | |||||||
|
Unsecured Debt |
$7,390,746 | Discounted Cash Flows | Discount Rate | 10.7%-15.5%(11.3%) | ||||||
|
Preferred Stock |
$2,523,435 | Market Multiple | Comparable EBITDA Multiple | 12.6x-15.7x(15.7x) | ||||||
|
Common Stock |
$14,575,179 | Market Multiple | Comparable EBITDA Multiple | 7.5x-17.4x(12.9x) | ||||||
45
|
Quantitative information about Level 3 Fair Value Measurements
|
||||||||||
|
|
Fair value as of
December 31, 2018 |
|
Valuation Techniques |
Unobservable
Input |
Range (Weighted Average) |
|||||
|
Senior Secured First Lien |
$237,842,174 | Discounted Cash Flows | Discount Rate | 6.8%-11.8%(8.4%) | ||||||
| $6,299,473 | Enterprise Value | Comparable EBITDA Multiple | 9.1x | |||||||
| $73,111,885 | Broker Quoted | Broker Quote | N/A | |||||||
|
Senior Secured Second Lien |
$53,857,218 | Discounted Cash Flows | Discount Rate | 7.2%-28.6%(13.8%) | ||||||
|
Unsecured Debt |
$7,262,841 | Discounted Cash Flows | Discount Rate | 11.0%-16.8%(11.6%) | ||||||
|
Preferred Stock |
$2,270,352 | Market Multiple | Comparable EBITDA Multiple | 15.0x | ||||||
|
Common Stock |
$11,536,391 | Market Multiple | Comparable EBITDA Multiple | 7.2x-15.1x(12.4x) | ||||||
As noted above, the discounted cash flows and market multiple approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2019 and December 31, 2018. The significant unobservable inputs used in the discounted cash flow approach is the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market multiple approach are the multiples of similar companies’ earnings before income taxes, depreciation and amortization (“EBITDA”) and comparable market transactions. Increases or decreases in market EBITDA multiples would result in an increase or decrease in the fair value.
Financial Instruments Not Carried at Fair Value
Debt
The carrying value of the Company’s debt, as of June 30, 2019 and December 31, 2018, approximates its fair value as the debt, issued at market terms, includes variable interest rates, as discussed in Note 6.
Note 6. Debt
Debt consisted of the following as of June 30, 2019 and December 31, 2018:
| June 30, 2019 | ||||||||||||||||
| Aggregate Principal | Drawn | Amount | Carrying | |||||||||||||
| Amount Committed | Amount (4) | Available (1) | Value (2) | |||||||||||||
|
SPV Asset Facility |
$ | 250,000,000 | $ | 203,487,232 | $ | 46,512,768 | $ | 203,487,232 | ||||||||
|
Revolving Credit Facility II (5)(6) |
85,000,000 | 65,021,689 | 20,003,570 | 65,032,846 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Debt |
$ | 335,000,000 | $ | 268,508,921 | $ | 66,516,338 | $ | 268,520,078 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| December 31, 2018 | ||||||||||||||||
| Aggregate Principal | Drawn | Amount | Carrying | |||||||||||||
| Amount Committed | Amount (4) | Available (1) | Value (2) | |||||||||||||
|
SPV Asset Facility |
$ | 175,000,000 | $ | 159,628,575 | $ | 15,371,425 | $ | 159,628,575 | ||||||||
|
Revolving Credit Facility II (3)(5)(6) |
85,000,000 | 78,309,591 | 7,248,258 | 77,774,610 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Debt |
$ | 260,000,000 | $ | 237,938,166 | $ | 22,619,683 | $ | 237,403,185 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
46
| (1) |
The amount available is subject to any limitations related to the respective debt facilities’ borrowing bases and foreign currency translation adjustments. |
| (2) |
The difference between the drawn amount and the carrying value is attributable to the effect of foreign currency rates as of the balance sheet dates versus foreign currency rates at the time of the respective non-USD borrowings. Carrying value excludes unamortized deferred financing costs. |
| (3) |
The Company had outstanding debt denominated in Pound Sterling (GBP) of 2.5 million on its Revolving Credit Facility II. |
| (4) |
For borrowings in non-USD, the drawn amount represents the USD equivalent at the time of borrowing (i.e. cost). |
| (5) |
Total drawn amount payable after the effect of foreign currency translation as of June 30, 2019 and December 31, 2018, was $64,996,430 and $77,751,742, respectively. |
| (6) |
The Company had outstanding debt denominated in (EUR) of 1.8 million on its Revolving Credit Facility II. |
As of June 30, 2019 and December 31, 2018, the Company was in compliance with the terms and covenants of its debt arrangements.
SPV Asset Facility
On March 28, 2016 CBDC SPV entered into a loan and security agreement (the “SPV Asset Facility”) with the Company as the collateral manager, seller and equityholder, CBDC SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, and lender. The SPV Asset Facility is effective as of March 28, 2016. On February 8, 2017, the Company amended the SPV Asset Facility increasing the facility limit from $75 million to $125 million. On September 28, 2018, the Company further amended the SPV Asset Facility increasing the facility limit from $125 million to $175 million and extending the maturity date to September 28, 2023. On April 9, 2019 the Company further amended the SPV Asset Facility increasing the Facility limit from $175 million to $250 million.
The maximum commitment amount under the SPV Asset Facility is $250 million, and may be increased with the consent of Wells Fargo or reduced upon request of the Company. Proceeds of the advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to the Company in accordance with the SPV Asset Facility, and to pay related expenses. The maturity date is the earlier of: (a) the date the Borrower voluntarily reduces the commitments to zero, (b) the Facility Maturity Date (September 28, 2023) and (c) the date upon which Wells Fargo declares the obligations due and payable after the occurrence of an Event of Default. Borrowings under the SPV Asset Facility bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company pays unused facility fees of 0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The SPV Asset Facility includes customary 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.
Also on March 28, 2016, the Company, as Seller, and CBDC SPV, as Purchaser, entered into a loan sale agreement whereby the Company will sell certain assets to CBDC SPV. CBDC SPV will be consolidated into the Company’s financial statements and no gain or loss is expected to result from the sale of assets to CBDC SPV. The Company retains a residual interest in assets contributed to or acquired by CBDC SPV through its 100% ownership of CBDC SPV. The facility size is subject to availability under the borrowing base, which is based on the amount of CBDC SPV’s assets from time to time, and satisfaction of certain conditions, including an asset coverage test and certain concentration limits.
Costs incurred in connection with obtaining the SPV Asset Facility have been recorded as deferred financing costs and are being amortized over the life of the SPV Asset Facility on an effective yield basis. As of June 30, 2019 and December 31, 2018, deferred financing costs related to the SPV Asset Facility were $1,923,061 and $1,636,402, respectively, and were included in debt on the Consolidated Statements of Assets and Liabilities.
Revolving Credit Facility II
On June 29, 2017, the Company entered into the “Revolving Credit Facility II” with Capital One, National Association (“CONA”), as Administrative Agent, Lead Arranger, Managing Agent and Committed Lender. Proceeds from the Revolving Credit Facility II may be used for investment activities, expenses, working capital requirements and general corporate purposes. The Company’s obligations to the Committed Lender are secured by a first priority security interest in the unused capital commitments (See Note 8. Commitments, Contingencies and Indemnifications) and certain investments and cash held by the Company. The Revolving Credit Facility II contains certain covenants, including, but not limited to maintaining an asset coverage ratio of total assets to total borrowings of at least 2 to 1. The maximum principal amount of the Revolving Credit Facility II is $85 million, subject to availability under the borrowing base.
47
Borrowings under the Revolving Credit Facility II bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company may elect either the LIBOR or prime rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company pays unused facility fees of 0.20% per annum on committed but undrawn amounts under the Revolving Credit Facility II. Interest is payable monthly in arrears. On June 28, 2018, the Company amended the Revolving Credit Facility II increasing the facility limit from $75 million to $85 million and extending the maturity date to June 29, 2019. On June 13, 2019, the Company further amended the Revolving Credit Facility II by extending the maturity date to September 29, 2019. Any amounts borrowed under the Revolving Credit Facility II, and all accrued and unpaid interest, will be due and payable, on September 29, 2019.
Costs incurred in connection with obtaining the Revolving Credit Facility II have been recorded as deferred financing costs and are being amortized over the life of the Revolving Credit Facility II on an effective yield basis. As of June 30, 2019 and December 31, 2018, deferred financing costs related to the Revolving Credit Facility II were $0 and $58,791, respectively, and were included in debt on the Consolidated Statements of Assets and Liabilities.
The summary information regarding the SPV Asset Facility, Revolving Credit Facility, and the Revolving Credit Facility II for the three and six months ended June 30, 2019 and 2018 were as follows:
|
For the three months ended
June 30, |
For the six months ended
June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Borrowing interest expense |
$ | 2,860,053 | $ | 1,716,550 | $ | 5,466,337 | $ | 3,107,391 | ||||||||
|
Facility fees |
75,497 | 42,662 | 101,853 | 108,716 | ||||||||||||
|
Amortization of financing costs |
237,212 | 196,996 | 414,048 | 392,061 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total |
$ | 3,172,762 | $ | 1,956,208 | $ | 5,982,238 | $ | 3,608,168 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Weighted average interest rate |
4.50 | % | 4.11 | % | 4.53 | % | 3.93 | % | ||||||||
|
Average outstanding balance |
$ | 254,830,616 | $ | 167,452,665 | $ | 243,351,660 | $ | 159,340,902 | ||||||||
Note 7. Derivatives
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statement of Assets and Liabilities as due to/due from broker. There has been no cash collateral received or paid from the counterparty. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties.
For the six months ended June 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts was $19,126,223. The Company did not hold any derivative instruments prior to December 7, 2018.
48
The following table sets forth the Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements as of June 30, 2019 and December 31, 2018.
As of June 30, 2019:
| Gross Amount | Gross Amount | Net Amount of Assets | ||||||||||||||||||
| of Assets on | of (Liabilities) on | or (Liabilities) | ||||||||||||||||||
| the Consolidated | the Consolidated | Presented on the | ||||||||||||||||||
| Statements of | Statements of | Consolidated | Collateral | |||||||||||||||||
| Assets and | Assets and | Statements of | (Received) | Net | ||||||||||||||||
|
Counterparty |
Liabilities | Liabilities | Assets and Liabilities | Pledged (1) | Amounts (2) | |||||||||||||||
|
Wells Fargo Bank, N.A. |
$ | 308,078 | $ | (8,691 | ) | $ | 299,387 | $ | — | $ | 299,387 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total |
$ | 308,078 | $ | (8,691 | ) | $ | 299,387 | $ | — | $ | 299,387 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2018: | ||||||||||||||||||||
| Gross Amount | Gross Amount | Net Amount of Assets | ||||||||||||||||||
| of Assets on | of (Liabilities) on | or (Liabilities) | ||||||||||||||||||
| the Consolidated | the Consolidated | Presented on the | ||||||||||||||||||
| Statements of | Statements of | Consolidated | Collateral | |||||||||||||||||
| Assets and | Assets and | Statements of | (Received) | Net | ||||||||||||||||
|
Counterparty |
Liabilities | Liabilities | Assets and Liabilities | Pledged (1) | Amounts (2) | |||||||||||||||
|
Wells Fargo Bank, N.A. |
$ | 17,406 | $ | — | $ | 17,406 | $ | — | $ | 17,406 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total |
$ | 17,406 | $ | — | $ | 17,406 | $ | — | $ | 17,406 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) |
Amount excludes excess cash collateral paid. |
| (2) |
Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts. |
The effect of transactions in derivative instruments to the Consolidated Statements of Operations for the three and six months ended June 30, 2019 was as follows:
|
For the three
months ended June 30, 2019 |
For the six
months ended June 30, 2019 |
|||||||
|
Net realized gain (loss) on foreign currency forward contracts |
$ | — | $ | — | ||||
|
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts |
309,355 | 281,981 | ||||||
|
|
|
|
|
|||||
|
Total net realized and unrealized gains (losses) on foreign currency forward contracts |
$ | 309,355 | $ | 281,981 | ||||
|
|
|
|
|
|||||
The Company did not hold any derivative instruments during the six months ended June 30, 2018.
Note 8. Commitments, Contingencies and Indemnifications
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 June 30, 2019 and December 31, 2018, the Company had unfunded commitments denominated in USD totaling $69,933,674 and $50,145,587, respectively, under loan and financing agreements. The Company had outstanding unfunded commitments denominated in GBP totaling £3,932,584 and £4,183,722 at June 30, 2019 and December 31, 2018, respectively. The Company also had outstanding unfunded commitments denominated in EUR total €1,867,515 and €0 at June 30, 2019 and December 31, 2018, respectively.
49
Other Commitments and Contingencies
As of June 30, 2019, the Company had $423.6 million in total capital commitments from investors. Of this amount, $10.0 million was from Crescent Capital Group LP (“CCG LP”) and its affiliates. The remaining unfunded capital commitments totaled $101.6 million as of June 30, 2019.
Up to June 25, 2015, the Company’s efforts had been limited to organizational activities, the cost of which has been borne by the Advisor. The Company has agreed to repay the Advisor for initial organization costs and equity offering costs incurred prior to the commencement of its operations up to a maximum of $1.5 million on a pro rata basis over the first $350 million of invested capital not to exceed 3 years from the initial capital commitment. The Advisor incurred costs on behalf of the Company of $794,450 of equity offering costs and $567,895 of organization costs through Commencement. For the six months ended June 30, 2019, the Advisor allocated to the Company $127,112 of equity offering costs and $90,863 of organization costs, of which $116,772 was included in Due to Advisor on the Consolidated Statements of Assets and Liabilities at June 30, 2019. Since June 26, 2015 (Commencement) through June 30, 2019, the Advisor has allocated to the Company $730,894 of equity offering costs and $522,464 of organization costs.
In the normal course of business, the Company enters into contracts which provide a variety of representations and warranties, and that provide general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements is unknown as it would involve future claims that may be made against the Company; however, based on the Company’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Company has not accrued any liability in connection with such indemnifications.
Note 9. Stockholders’ Equity
Since commencement, the Company has entered into subscription agreements (collectively, the “Subscription Agreements”) with several investors, including CCG LP and its affiliates, providing for the private placement of the Company’s common stock. Under the terms of the Subscription Agreements, investors are required to fund capital drawdowns to purchase the Company’s common stock up to the amount of their respective capital commitments on an as-needed basis as determined by the Company with a minimum of 10 business days’ prior notice. The remaining unfunded capital commitments related to these Subscription Agreements totaled $101.6 million and $139.6 million as of June 30, 2019 and December 31, 2018, respectively.
The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements during the six months ended June 30, 2019 and 2018:
|
For the six months ended
June 30, 2019 |
||||||||
|
Quarter Ended |
Shares | Amount | ||||||
|
June 30, 2019 |
1,524,312 | $ | 30,000,000 | |||||
|
March 31, 2019 |
1,330,128 | 26,000,000 | ||||||
|
|
|
|
|
|||||
|
Total Capital Drawdowns |
2,854,440 | $ | 56,000,000 | |||||
|
|
|
|
|
|||||
|
For the six months ended
June 30, 2018 |
||||||||
|
Quarter Ended |
Shares | Amount | ||||||
|
June 30, 2018 |
991,916 | $ | 20,000,000 | |||||
|
March 31, 2018 |
741,876 | 15,000,000 | ||||||
|
|
|
|
|
|||||
|
Total Capital Drawdowns |
1,733,792 | $ | 35,000,000 | |||||
|
|
|
|
|
|||||
Prior to the listing of the Company’s shares on an exchange, 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. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to 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 preceding the date such dividend was declared.
50
The Company has authorized 200,000,000 shares of its common stock with a par value of $0.001 per share. The Company has authorized 10,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued. On February 5, 2015, the Company issued 1,000 common shares to CCG LP. On April 15, 2015, CCG LP contributed $499,000 of additional paid-in-capital to the Company. On June 29, 2015, CCG LP exchanged its 1,000 shares issued on February 5, 2015 for 25,000 common shares, which were subsequently redeemed on June 30, 2015.
At June 30, 2019 and December 31, 2018, CCG LP and its affiliates owned 2.38% and 2.50%, respectively, of the outstanding common shares of the Company.
For the six months ended June 30, 2019, distributions made by the Company are as follows:
|
Quarter Ended |
Total Amount | Per Share Amount | ||||||
|
June 30, 2019 |
$ | 6,660,776 | $ | 0.41 | ||||
|
March 31, 2019 |
$ | 6,028,462 | $ | 0.41 | ||||
For the six months ended June 30, 2018, distributions made by the Company are as follows:
|
Quarter Ended |
Total Amount | Per Share Amount | ||||||
|
June 30, 2018 |
$ | 3,876,874 | $ | 0.37 | ||||
|
March 31, 2018 |
$ | 3,035,614 | $ | 0.32 | ||||
Note 10. 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 June 30, 2019 and December 31, 2018, there are no dilutive shares.
The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations for the following periods:
|
For the three
months ended June 30, |
For the six
months ended June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Net increase (decrease) in net assets resulting from operations |
$ | 8,512,108 | $ | 2,274,868 | $ | 17,373,024 | $ | 5,116,935 | ||||||||
|
Weighted average common shares outstanding |
15,703,473 | 9,902,467 | 15,087,362 | 9,357,106 | ||||||||||||
|
Net increase (decrease) in net assets resulting from operations per common share-basic and diluted |
$ | 0.54 | $ | 0.23 | $ | 1.15 | $ | 0.55 | ||||||||
Note 11. Income Taxes
As of June 30, 2019, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes was:
|
Tax cost |
$ | 627,930,136 | ||
|
|
|
|||
|
Gross unrealized appreciation |
$ | 13,792,232 | ||
|
Gross unrealized depreciation |
(16,816,973 | ) | ||
|
|
|
|||
|
Net unrealized investment depreciation |
$ | (3,024,741 | ) | |
|
|
|
|||
As of December 31, 2018, the Company’s aggregate investment unrealized appreciation and depreciation for federal income tax purposes was:
|
Tax cost |
$ | 501,196,978 | ||
|
|
|
|||
|
Gross unrealized appreciation |
$ | 8,332,193 | ||
|
Gross unrealized depreciation |
(16,187,447 | ) | ||
|
|
|
|||
|
Net unrealized investment depreciation |
$ | (7,855,254 | ) | |
|
|
|
|||
51
Note 12. Financial Highlights
Below is the schedule of financial highlights of the Company for the six months ended June 30, 2019 and 2018, relating to the common shares issued through June 30, 2019 pursuant to the Subscription Agreements:
|
For the six months ended
June 30, 2019 |
For the six months ended
June 30, 2018 |
|||||||
|
Per Share Data: (1) |
|
|||||||
|
Net asset value, beginning of period |
$ | 19.43 | $ | 20.10 | ||||
|
Net investment income after tax |
0.94 | 0.74 | ||||||
|
Net realized and unrealized gains (losses) on investments (2) |
0.21 | (0.19 | ) | |||||
|
|
|
|
|
|
|
|||
|
Net increase (decrease) in net assets resulting from operations |
1.15 | 0.55 | ||||||
|
|
|
|
|
|
|
|||
|
Distributions declared from net investment income (3) |
(0.82 | ) | (0.70 | ) | ||||
|
Offering costs |
(0.01 | ) | (0.02 | ) | ||||
|
|
|
|
|
|
|
|||
|
Total increase (decrease) in net assets |
0.32 | (0.17 | ) | |||||
|
|
|
|
|
|
|
|||
|
Net asset value, end of period |
$ | 19.75 | $ | 19.93 | ||||
|
Shares outstanding, end of period |
16,245,796 | 10,341,086 | ||||||
|
Weighted average shares outstanding |
15,087,362 | 9,357,106 | ||||||
|
Total return (4)(5) |
11.76 | % | 5.35 | % | ||||
|
Ratio/Supplemental Data: |
|
|||||||
|
Net assets, end of period |
$ | 320,784,269 | $ | 206,130,450 | ||||
|
Ratio of total expenses to average net assets (6)(7) |
6.77 | % | 7.64 | % | ||||
|
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets (6) |
2.60 | % | 3.19 | % | ||||
|
Ratio of net investment income to average net assets (6) |
9.93 | % | 7.40 | % | ||||
|
Ratio of interest and credit facility expenses to average net assets (5) |
4.17 | % | 3.86 | % | ||||
|
Ratio of incentive fees to average net assets (5) |
1.48 | % | 0.59 | % | ||||
|
Ratio of portfolio turnover to average investments at fair value (8) |
10.91 | % | 15.94 | % | ||||
|
Asset coverage ratio (9) |
2.18 | 2.07 | ||||||
| (1) |
Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate. |
| (2) |
The amount shown does not correspond with the aggregate realized and unrealized gains (losses) on investment transactions for the period as it includes the effect of the timing of equity issuances. |
| (3) |
The per share data for distributions per share reflects the actual amount of distributions declared per share for the applicable periods. |
| (4) |
Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share. |
| (5) |
Annualized. |
| (6) |
Annualized except for organization expenses. |
| (7) |
The ratio of total expenses to average net assets in the table above reflects the Advisor’s voluntary waivers of its right to receive a portion of the management fees and income incentive fees with respect to the Company’s ownership in GACP II. Excluding the effects of waivers, the ratio of total expenses to average net assets would have been 6.82% for the six months ended June 30, 2019. The GACP II investment was made after June 30, 2018, and as such, the ratio for June 30, 2018 is not affected. |
| (8) |
Not annualized. |
| (9) |
Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) total debt outstanding at end of period, divided by (ii) total debt outstanding at the end of the period. |
52
Note 13. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Other than the items below, there has been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of June 30, 2019 and for the six months ended June 30, 2019.
The Company issued common shares and received gross proceeds of approximately $65 million subsequent to June 30, 2019 and prior to the date of this Form 10-Q.
On August 12, 2019, the Company entered into a definitive agreement (the “Merger Agreement”) to acquire Alcentra Capital Corporation (“Alcentra Capital”) in a cash and stock transaction (the “Alcentra Acquisition”). The boards of directors of both companies have each unanimously approved the Alcentra Acquisition.
Upon the completion of the Alcentra Acquisition, each share of Alcentra Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will be converted into the right to receive from the Company, in accordance with the Merger Agreement, (a) approximately $1.50 per share in cash consideration (less certain special dividends (including tax dividends) expected to be declared by Alcentra Capital after the date of the Merger Agreement), and (b) stock consideration at the fixed exchange ratio of 0.4041 shares, par value $0.001 per share, of the Company’s common stock (the “Exchange Ratio”). The Exchange Ratio was fixed on the date of the Merger Agreement, and is not subject to adjustment based on changes in the trading price of Alcentra Capital’s common stock before the closing of the Alcentra Acquisition. Based on the number of shares of Alcentra Capital common stock outstanding on the date of the Merger Agreement, the above would result in approximately 5.2 million of the Company’s shares being exchanged for approximately 12.9 million outstanding shares of Alcentra Capital common stock, subject to adjustment in certain limited circumstances.
Additionally, in accordance with the Merger Agreement, each share of Alcentra Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will have the right to receive approximately $1.68 per share in cash from the Company’s investment adviser, CBDC Advisors, LLC (the “Advisor”), acting solely on its own behalf (see Transaction Support Agreement discussed below).
The completion of the Alcentra Acquisition is subject to certain conditions, including, among others, Alcentra Capital stockholder approval, Company stockholder approval, required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), and other customary closing conditions.
Additionally, on August 12, 2019, we entered into an agreement with the Advisor (the “Transaction Support Agreement”) in connection with the Alcentra Acquisition. Under the terms of the Transaction Support Agreement, the Advisor will (a) provide $21.6 million of cash consideration, or approximately $1.68 per share of Alcentra Capital common stock, payable to Alcentra Capital stockholders in accordance with the terms and conditions set forth in the Merger Agreement at closing, (b) enter into an amendment to our Investment Advisory Agreement to (i) reduce the management fee from 1.5% to 1.25%, (ii) increase the incentive fee hurdle from 6% to 7% annualized, (iii) waive a portion of the management fee for the six quarters after the transaction so that only 0.75% shall be charged for such time period, and (iv) waive the income based portion of the incentive fee for the six quarters after the transaction and (c) fund up to $1.4 million of expenses that we incur in connection with completing the Alcentra Acquisition. The financial support contemplated by the Transaction Support Agreement is conditioned upon completion of the Alcentra Acquisition, which is subject to the closing conditions described above.
53
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. In this report, “we,” “us,” “our” and “Company” refer to Crescent Capital BDC, Inc. and its consolidated subsidiaries.
OVERVIEW
We are a specialty finance company focused on lending to middle-market companies and were incorporated under the laws of the State of Delaware on February 5, 2015 (“Inception”). We have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated for U.S. federal income tax purposes as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.
The Company is managed by CBDC Advisors, LLC (the “Advisor”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. CBDC Administration, LLC (the “Administrator”) provides the administrative services necessary for the Company to operate. Company management consists of investment and administrative professionals from the Advisor and Administrator along with the Company’s Board of Directors (the “Board”). The Advisor directs and executes the investment operations and capital raising activities of the Company subject to oversight from the Board, which sets the broad policies of the Company. The Board has delegated investment management of the Company’s investment assets to the Advisor. The Board consists of five directors, three of whom are independent.
The Company’s primary investment objective is to maximize the total return to the Company’s stockholders in the form of current income and capital appreciation through debt and related equity investments. The Company seeks to achieve its investment objectives by investing primarily in secured debt (including senior secured first-lien, unitranche and senior secured second-lien debt) and unsecured debt (including senior unsecured, mezzanine and subordinated debt), as well as related equity securities of private U.S. middle-market companies. We may purchase interests in loans or make debt investments, either (i) directly from its target companies as primary market or private credit investments ( i.e. , private credit transactions), or (ii) primary or secondary market bank loan or high yield transactions in the broadly syndicated “over-the-counter” market ( i.e. , broadly syndicated loans and bonds). Although our focus is to invest in less liquid private credit transactions, broadly syndicated loans and bonds are generally more liquid than and complement our private credit transactions.
“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, the Company may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that the Company would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate. The term “mezzanine” refers to an investment in a company that, among other factors, includes debt that generally ranks senior to a borrower’s equity securities and junior in right of payment to such borrower’s other indebtedness. The Company may make multiple investments in the same portfolio company. From Inception through June 25, 2015, the Company devoted substantially all of its efforts to establishing the business and raising capital commitments from private investors. On June 26, 2015, the Company entered into subscription agreements with several investors, including Crescent Capital Group LP and its affiliates (“CCG LP”), providing for the private placement of the Company’s common stock. The Company commenced investment operations on June 26, 2015 (“Commencement”).
Pending Alcentra Capital Acquisition
On August 12, 2019, we entered into a definitive agreement (the “Merger Agreement”) to acquire Alcentra Capital Corporation (“Alcentra Capital”) in a cash and stock transaction (the “Alcentra Acquisition”). The boards of directors of both companies have each unanimously approved the Alcentra Acquisition.
54
Upon the completion of the Alcentra Acquisition, each share of Alcentra Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will be converted into the right to receive from us, in accordance with the Merger Agreement, (a) approximately $1.50 per share in cash consideration (less certain special dividends (including tax dividends) expected to be declared by Alcentra Capital after the date of the Merger Agreement), and (b) stock consideration at the fixed exchange ratio of 0.4041 shares, par value $0.001 per share, of our common stock (the “Exchange Ratio”). The Exchange Ratio was fixed on the date of the Merger Agreement, and is not subject to adjustment based on changes in the trading price of Alcentra Capital’s common stock before the closing of the Alcentra Acquisition. Based on the number of shares of Alcentra Capital common stock outstanding on the date of the Merger Agreement, the above would result in approximately 5.2 million of the our shares of common stock being exchanged for approximately 12.9 million outstanding shares of Alcentra Capital common stock, subject to adjustment in certain limited circumstances.
Additionally, in accordance with the Merger Agreement, each share of Alcentra Capital common stock issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will have the right to receive approximately $1.68 per share in cash from the Advisor, acting solely on its own behalf (see Transaction Support Agreement discussed below).
The Merger Agreement contains (a) customary representations and warranties of Alcentra Capital and us, including representations and warranties relating to, among others: corporate organization, capitalization, corporate authority and absence of conflicts, third party and governmental consents and approvals, reports and regulatory matters, financial statements, compliance with law and legal proceedings, absence of certain changes, taxes, intellectual property, insurance and certain contracts, (b) limited representations and warranties from our investment adviser, including representations and warranties relating to, among others: corporate organization, capitalization, corporate authority, absence of conflicts and regulatory matters, and (c) covenants of Alcentra Capital and us to not to take certain actions during this interim period.
Among other things, Alcentra Capital has agreed to, and will cause its subsidiaries, Alcentra Capital’s external investment adviser, and Alcentra Capital’s controlled representatives, and will instruct and use commercially reasonable efforts to cause its non-controlled representatives, to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any third party relating to any Competing Proposal (as defined in the Merger Agreement) or any inquiry, discussion, offer or request that could reasonably be expected to lead to a Competing Proposal, and not to initiate, solicit or knowingly encourage the making of any Competing Proposal or engage in negotiations or substantive discussions with, or provide information to, any third party relating to a Competing Proposal.
However, if Alcentra Capital receives a Competing Proposal from a third party, and the board of directors of Alcentra Capital determines in good faith after consultation with its financial advisors and outside legal counsel that (a) the Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and (b) failure to consider such proposal would reasonably be expected to be inconsistent with the fiduciary duties of the directors under applicable law, then Alcentra Capital may engage in discussions and negotiations with such third party so long as certain notice and other procedural requirements are satisfied. Alcentra Capital may terminate the Merger Agreement and enter into an agreement with a third party who makes a Superior Proposal, subject to certain procedural requirements and the payment of an approximately $4.3 million termination fee.
The representations and warranties of each party set forth in the Merger Agreement (a) have been qualified by confidential disclosures made to the other party in connection with the Merger Agreement, (b) will not survive completion of the Alcentra Acquisition and cannot be the basis for any claims under the Merger Agreement by the other party after the Alcentra Acquisition is completed, (c) are qualified in certain circumstances by a materiality standard which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) may have been included in the Merger Agreement for the purpose of allocating risk between Alcentra Capital and us rather than establishing matters as facts.
The completion of the Alcentra Acquisition is subject to certain conditions, including, among others, Alcentra Capital stockholder approval, Company stockholder approval, required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), and other customary closing conditions. While there can be no assurances as to the exact timing, or that the Alcentra Acquisition will be completed at all, the Company expects to complete the Alcentra Acquisition as early as the fourth quarter of 2019.
55
The Merger Agreement also contains certain other termination rights, including in favor of us if the requisite approval of Alcentra Capital’s stockholders is not obtained and in favor of each of Alcentra Capital and us if the Mergers are not completed on or before March 31, 2020. Upon termination of the Merger Agreement under certain specified circumstances, Alcentra Capital may be required to pay us a termination fee of approximately $4.3 million. The Merger Agreement also provides that each party to the Merger Agreement is entitled to specific performance in the event of any breach or to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.
Additionally, on August 12, 2019, we entered into an agreement with the Advisor (the “Transaction Support Agreement”) in connection with the Alcentra Acquisition. Under the terms of the Transaction Support Agreement, our investment adviser will (a) provide $21.6 million of cash consideration, or approximately $1.68 per share of Alcentra Capital common stock, payable to Alcentra Capital stockholders in accordance with the terms and conditions set forth in the Merger Agreement at closing, (b) enter into an amendment to our Investment Advisory Agreement to (i) reduce the management fee from 1.5% to 1.25%, (ii) increase the incentive fee hurdle from 6% to 7% annualized, (iii) waive a portion of the management fee for the six quarters after the transaction so that only 0.75% shall be charged for such time period, and (iv) waive the income based portion of the incentive fee for the six quarters after the transaction, and (c) fund up to $1.4 million of expenses that we incur in connection with completing the Alcentra Acquisition. The financial support contemplated by the Transaction Support Agreement is conditioned upon completion of the Alcentra Acquisition, which is subject to the closing conditions described above.
KEY COMPONENTS OF OPERATIONS
Investments
We expect our investment activity to vary substantially from period to period depending on many factors, including the general economic environment, the amount of capital we have available to us, the level of merger and acquisition activity for middle-market companies, including the amount of debt and equity capital available to such companies and the competitive environment for the type of investments we make. In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.
We must not invest in any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the investments are 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.
The Investment Advisor
Our investment activities are managed by the Advisor, which will be responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Crescent Capital Group LP (“CCG LP”), pursuant to which CCG LP will provide the Advisor with experienced investment professionals (including the members of the Advisor’s investment committee) and access to the resources of CCG LP so as to enable the Advisor to fulfill its obligations under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of CCG LP’s investment professionals.
In connection with the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the period during which capital may be called from stockholders (the “Commitment Period”). The Commitment Period was extended to the earlier of (i) that date of an initial public offering of the Company’s common stock that results in an unaffiliated public float of at least the lower of (i) $75 million and (ii) 15% of the aggregate capital commitments received by the Company prior to the date of such initial public offering (a “ Qualified IPO ”) and (ii) June 30, 2020. In exchange for the Commitment Period extension, the Advisor agreed to waive its rights under the Investment Advisory Agreement to the Income Incentive Fee for the period from April 1, 2018 through the earlier of (i) the date of a Qualified IPO or (ii) the dissolution and wind down of the Company.
56
Revenues
We generate revenue primarily 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. 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. PIK is recorded as interest or dividend income, as applicable.
Dividend income from preferred equity securities 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 from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
In addition, we may receive fees for services provided to portfolio companies by the Advisor under the Investment Advisory Agreement. The services that the Advisor provides vary by investment, but generally include syndication, structuring or diligence fees, and fees for providing managerial assistance to our portfolio companies. We also generate revenue in the form of commitment or origination fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into income over the life of the loan. Fees for providing managerial assistance to our portfolio companies are generally non-recurring and are recognized as revenue when services are provided. In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, all or a portion of any loan fees received by the Company in such situations will be deferred and amortized over the investment’s life using the effective yield method.
Expenses
Our primary operating expenses include the payment of Management fees and Incentive fees to the Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the administration agreement with our Administrator (the “Administration Agreement”), operating costs associated with our sub-administration, custodian and transfer agent agreements with State Street Bank and Trust Company (the “Sub-Administration Agreements”) and other operating costs described below. The Management and Incentive fees compensate our investment adviser 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:
| • |
allocated organization costs from the Advisor incurred prior to the commencement of our operations up to a maximum of $1.5 million; |
| • |
the cost of calculating our net asset value, including the cost of any third-party valuation services; |
| • |
fidelity bond, directors’ and officers’ liability insurance and other insurance premiums; |
| • |
direct costs, such as printing, mailing, long distance telephone and staff; |
| • |
fees and expenses associated with independent audits and outside legal costs; |
| • |
independent directors’ fees and expenses; |
| • |
administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, rent and the allocable portion of the cost of certain professional services provided to the Company, including but not limited to, our chief compliance officer, chief financial officer and their respective staffs); |
| • |
U.S. federal, state and local taxes; |
| • |
the cost of effecting sales and repurchases of shares of our common stock and other securities; |
| • |
fees payable to third parties relating to making investments, including out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments; |
| • |
out-of-pocket fees and expenses associated with marketing efforts; |
| • |
federal and state registration fees and any stock exchange listing fees; |
| • |
brokerage commissions; |
| • |
costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; |
| • |
debt service and other costs of borrowings or other financing arrangements; and |
| • |
all other expenses reasonably incurred by us in connection with making investments and administering our business. |
57
We have agreed to repay the Advisor for initial organization costs and equity offering costs incurred prior to the commencement of operations up to a maximum of $1.5 million on a pro rata basis over the first $350 million of invested capital not to exceed 3 years from the initial capital commitment. The Advisor has agreed to extend the reimbursement period for the initial organization costs and equity offering costs to June 30, 2019. The Advisor is responsible for organization and private equity offerings costs in excess of $1.5 million.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines. Incentive Fees and costs relating to future offerings of securities would be incremental.
Leverage
Our financing facilities allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we will only be permitted to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 2 to 1 after such borrowing. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. The amount of leverage that we employ will depend on our Advisor’s and our Board assessment of market conditions and other factors at the time of any proposed borrowing.
PORTFOLIO INVESTMENT ACTIVITY
We seek to create a broad and varied portfolio that generally includes senior secured first-lien, unitranche, senior secured second lien and subordinated loans and minority equity securities of U.S. middle market companies. The size of our individual investments will vary proportionately with the size of our capital base. We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity.
As of June 30, 2019 and December 31, 2018, our portfolio at fair value was comprised of the following:
| June 30, 2019 | December 31, 2018 | |||||||||||||||
|
($ in millions) |
Fair Value (1) | Percentage | Fair Value (1) | Percentage | ||||||||||||
|
Senior secured first-lien |
$ | 342.4 | 54.8% | $ | 294.4 | 59.7% | ||||||||||
|
Unitranche |
132.5 | 21.2 | 84.9 | 17.2 | ||||||||||||
|
Senior secured second-lien |
80.8 | 12.9 | 75.8 | 15.3 | ||||||||||||
|
Unsecured |
7.4 | 1.2 | 7.2 | 1.5 | ||||||||||||
|
Equity & Other |
35.0 | 5.6 | 31.0 | 6.3 | ||||||||||||
|
CBDC Senior Loan Fund, LLC |
26.8 | 4.3 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total investments |
$ | 624.9 | 100.0% | $ | 493.3 | 100.0% | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
Excludes unfunded commitments at fair value of $76.9 million and $55.4 million as of June 30, 2019 and December 31, 2018, respectively. |
The following table shows the asset mix of our new investment commitments for the three and six months ended June 30, 2019 and June 30, 2018:
|
Three Months Ended
June 30, 2019 |
Three Months Ended
June 30, 2018 |
|||||||||||||||
|
($ in millions) |
Cost | Percentage | Cost | Percentage | ||||||||||||
|
Senior secured first-lien |
$ | 74.7 | 62.3% | $ | 40.5 | 37.7% | ||||||||||
|
Unitranche |
42.2 | 35.2 | 32.8 | 30.6 | ||||||||||||
|
Senior secured second-lien |
2.4 | 2.0 | 7.4 | 6.9 | ||||||||||||
|
Unsecured |
— | — | — | — | ||||||||||||
|
Equity & Other |
0.6 | 0.5 | 26.7 | 24.8 | ||||||||||||
|
CBDC Senior Loan Fund, LLC |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total investment commitments |
$ | 119.9 | 100.0% | $ | 107.4 | 100.0% | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
58
|
Six Months Ended
June 30, 2019 |
Six Months Ended
June 30, 2018 |
|||||||||||||||
|
($ in millions) |
Cost | Percentage | Cost | Percentage | ||||||||||||
|
Senior secured first-lien |
$ | 90.7 | 44.3% | $ | 86.3 | 56.2% | ||||||||||
|
Unitranche |
68.5 | 33.6 | 32.8 | 21.4 | ||||||||||||
|
Senior secured second-lien |
4.4 | 2.2 | 7.8 | 5.1 | ||||||||||||
|
Unsecured |
— | — | 0.0 | 0.0 | ||||||||||||
|
Equity & Other |
0.6 | 0.3 | 26.7 | 17.3 | ||||||||||||
|
CBDC Senior Loan Fund, LLC |
40 | 19.6 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total investment commitments |
$ | 204.2 | 100.0% | $ | 153.6 | 100.0% | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
For the three months ended June 30, 2019, we had principal repayments of $18.4 million. For this period, we had sales of securities in one portfolio company aggregating approximately $0.3 million in net proceeds. For the three months ended June 30, 2019, we had a net of unfunded commitments portfolio increase of $103.1 million aggregate principal amount (amortized cost).
For the three months ended June 30, 2018, we had principal repayments of $22.5 million. For this period, we had sales of securities in one portfolio company aggregating approximately $0.9 million in net proceeds. For the three months ended June 30, 2018, we had a net of unfunded commitments portfolio increase of $70.5 million aggregate principal amount (amortized cost).
For the six months ended June 30, 2019, we had principal repayments of $55.7 million. For this period, we had sales of securities in six portfolio companies aggregating approximately $2.8 million in net proceeds. For the six months ended June 30, 2019, we had a net of unfunded commitments portfolio increase of $127.2 million aggregate principal amount (amortized cost).
For the six months ended June 30, 2018, we had principal repayments of $52.5 million. For this period, we had sales of securities in five portfolio companies aggregating approximately $2.4 million in net proceeds. For the six months ended June 30, 2018, we had a net of unfunded commitments portfolio increase of $79.8 million aggregate principal amount (amortized cost).
The following table presents certain selected information regarding our investment portfolio at fair value as of June 30, 2019 and December 31, 2018:
| June 30, 2019 | December 31, 2018 | |||||||
|
Weighted average total yield to maturity of debt and income producing securities (at fair value) |
8.7% | 9.2% | ||||||
|
Weighted average total yield to maturity of debt and income producing securities (at cost) |
8.6% | 9.0% | ||||||
|
Weighted average interest rate of debt and income producing securities |
8.1% | 8.5% | ||||||
|
Percentage of debt bearing a floating rate |
96.1% | 95.2% | ||||||
|
Percentage of debt bearing a fixed rate |
3.9% | 4.8% | ||||||
|
Number of portfolio companies |
91 | 86 | ||||||
The following table shows the amortized cost of our performing and non-accrual debt and income producing investments as of June 30, 2019 and December 31, 2018.
| June 30, 2019 | December 31, 2018 | |||||||||||||||
|
($ in millions) |
Amortized Cost | Percentage | Amortized Cost | Percentage | ||||||||||||
|
Performing |
$ | 601.3 | 98.0% | $ | 488.1 | 97.5% | ||||||||||
|
Non-accrual |
12.5 | 2.0 | 12.6 | 2.5 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets |
$ | 613.8 | 100.0% | $ | 500.7 | 100.0% | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
As of June 30, 2019, the Company had one portfolio company with three investment positions on non-accrual status, which represented 2.0% and 1.0% of the total investments at cost and fair value, respectively. As of December 31, 2018, the Company had one portfolio company with two investment positions on non-accrual status, which represented 2.5% and 1.4% of the total investments at cost and fair value, respectively.
59
The remaining debt investments were performing and current on their interest payments as of June 30, 2019 and December 31, 2018.
The Advisor monitors our portfolio companies on an ongoing basis. The Advisor monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Advisor has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
| • |
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants; |
| • |
review of monthly and quarterly financial statements and financial projections for portfolio companies. |
| • |
contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; |
| • |
comparisons to other companies in the industry; and |
| • |
possible attendance at, and participation in, board meetings. |
As part of the monitoring process, the Advisor regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:
| 1 |
Involves the least amount of risk in our portfolio. The investment/borrower is performing above expectations since investment, and the trends and risk factors are generally favorable, which may include the financial performance of the borrower or a potential exit. |
| 2 |
Involves an acceptable level of risk that is similar to the risk at the time of investment. The investment/borrower is generally performing as expected, and the risk factors are neutral to favorable. |
| 3 |
Involves an investment/borrower performing below expectations and indicates that the investment’s risk has increased somewhat since investment. The borrower’s loan payments are generally not past due and more likely than not the borrower will remain in compliance with debt covenants. An investment rating of 3 requires closer monitoring. |
| 4 |
Involves an investment/borrower performing materially below expectations and indicates that the loan’s risk has increased materially since investment. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due). Placing loans on non-accrual status should be considered for investments rated 4. |
| 5 |
Involves an investment/borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since investment. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and the fair market value of the loan should be reduced to the anticipated recovery amount. Loans with an investment rating of 5 should be placed on non-accrual status. |
The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of June 30, 2019 and December 31, 2018. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.
| June 30, 2019 | December 31, 2018 | |||||||||||||||
|
Investment Performance Rating |
Investments at
Fair Value ($ in millions) |
Percentage of
Total Portfolio |
Investments at
Fair Value ($ in millions) |
Percentage of
Total Portfolio |
||||||||||||
|
1 |
$ | 8.5 | 1.4% | $ | 4.4 | 0.9% | ||||||||||
|
2 |
564.0 | 90.3 | 441.1 | 89.4 | ||||||||||||
|
3 |
45.9 | 7.3 | 40.9 | 8.3 | ||||||||||||
|
4 |
6.5 | 1.0 | 6.9 | 1.4 | ||||||||||||
|
5 |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 624.9 | 100.0% | $ | 493.3 | 100.0% | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
As of June 30, 2019, the Company had one portfolio company with three investment positions on non-accrual status, which represented 2.0% and 1.0% of the total investments at cost and fair value, respectively. As of December 31, 2018, the Company had one portfolio company with two investment positions on non-accrual status, which represented 2.5% and 1.4% of the total investments at cost and fair value, respectively.
60
The remaining debt investments were performing and current on their interest payments as of June 30, 2019 and December 31, 2018.
RESULTS OF OPERATIONS
Operating results for the three and six months ended June 30, 2019 and June 30, 2018, were as follows:
|
For the three months ended
June 30, |
For the six months ended
June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Total investment income |
$ | 12,518,330 | $ | 7,250,952 | $ | 23,974,086 | $ | 14,061,933 | ||||||||
|
Less: Total expenses |
5,139,293 | 3,503,981 | 9,763,518 | 7,170,869 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net investment income before taxes |
$ | 7,379,037 | $ | 3,746,971 | $ | 14,210,568 | $ | 6,891,064 | ||||||||
|
Income and excise taxes |
3,336 | 7,600 | 5,679 | 6,821 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net investment income |
7,375,701 | 3,739,371 | 14,204,889 | 6,884,243 | ||||||||||||
|
Net realized gain (loss) on investments (1) |
(184,207 | ) | (41,170 | ) | (431,705 | ) | (214,159 | ) | ||||||||
|
Net unrealized appreciation (depreciation) on investments (1) |
1,041,909 | (1,397,426 | ) | 3,797,574 | (1,558,648 | ) | ||||||||||
|
Net unrealized appreciation (depreciation) on foreign currency forward contracts |
309,355 | — | 281,981 | — | ||||||||||||
|
Benefit/(Provision) for taxes on unrealized appreciation (depreciation) on investments |
(30,650 | ) | (25,907 | ) | (479,715 | ) | 5,499 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net increase in net assets resulting from operations |
$ | 8,512,108 | $ | 2,274,868 | $ | 17,373,024 | $ | 5,116,935 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
Includes foreign currency transactions and translation. |
Investment Income
|
For the three months ended
June 30, |
For the six months ended
June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Interest from investments |
$ | 11,104,192 | $ | 7,171,832 | $ | 21,892,966 | $ | 13,850,506 | ||||||||
|
Dividend Income |
1,057,878 | — | 1,481,281 | — | ||||||||||||
|
Other income |
356,260 | 79,120 | 599,839 | 211,427 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | 12,518,330 | $ | 7,250,952 | $ | 23,974,086 | $ | 14,061,933 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $7.2 million for the three months ended June 30, 2018 to $11.1 million for the three months ended June 30, 2019, due to the increase in the size of our portfolio. The average size of our total investment portfolio increased from $361.8 million during the three months ended June 30, 2018 to $576.4 million during the three months ended June 30, 2019. Included in interest from investments for the three months ended June 30, 2019 and 2018 is $0.2 million and $0.0 million, respectively, in prepayment fees and $0.2 million and $0.1 million, respectively, in accelerated accretion of upfront fees. Dividend income increased from $0.0 million for the three months ended June 30, 2018, to $1.1 million for the three months ended June 30, 2019 primarily relating to the Company’s investments in GACP II and the Senior Loan Fund. Other investment income relates to the amortization of loan administration fees earned as the administration agent and other miscellaneous fee income.
Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $13.9 million for the six months ended June 30, 2018 to $21.9 million for the six months ended June 30, 2019, due to the increase in the size of our portfolio. The average size of our total investment portfolio increased from $346.9 million during the six months ended June 30, 2018 to $551.1 million during the six months ended June 30, 2019. Included in interest from investments for the six months ended June 30, 2019 and 2018 is $0.3 million and $0.0 million, respectively, in prepayment fees and $0.6 million and $0.4 million, respectively, in accelerated accretion of upfront fees. Dividend income increased from $0.0 million for the six months ended June 30, 2018, to $1.5 million for the six months ended June 30, 2019 primarily relating to the Company’s investment in GACP II. Other investment income relates to the amortization of loan administration fees earned as the administration agent and other miscellaneous fee income.
61
Expenses
|
For the three months ended
June 30, |
For the six months ended
June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Interest and credit facility expenses |
$ | 3,172,762 | $ | 1,956,208 | $ | 5,982,238 | $ | 3,608,168 | ||||||||
|
Management fees, net |
1,115,821 | 795,246 | 2,103,095 | 1,532,998 | ||||||||||||
|
Income Incentive Fees |
— | — | — | 554,977 | ||||||||||||
|
Directors’ fees |
72,500 | 72,500 | 145,000 | 145,000 | ||||||||||||
|
Professional fees |
192,234 | 189,632 | 384,405 | 375,080 | ||||||||||||
|
Organization expenses |
48,676 | 32,452 | 90,863 | 56,790 | ||||||||||||
|
Other general and administrative expenses |
537,300 | 457,943 | 1,057,917 | 897,856 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total expenses |
$ | 5,139,293 | $ | 3,503,981 | $ | 9,763,518 | $ | 7,170,869 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Interest and credit facility expenses
Interest and credit facility expenses include interest, amortization of deferred financing costs, upfront commitment fees and unused fees on the Revolving Credit Facility II and SPV Asset Facility. The Company first drew on the SPV Asset Facility in April 2016, and on the Revolving Credit Facility II in June 2017. Interest and credit facility expenses increased from $2.0 million for the three months ended June 30, 2018 to $3.2 million for the three months ended June 30, 2019. This increase was primarily due to an increase 1) in the weighted average debt outstanding from $167.5 million for the three months ended June 30, 2018 to $254.8 million for the three months ended June 30, 2019 and 2) an increase in the average interest rate (excluding deferred upfront financing costs and unused fees) on the weighted average debt outstanding from 4.1% for the three months ended June 30, 2018 to 4.5% for the three months ended June 30, 2019.
Interest and credit facility expenses increased from $3.6 million for the six months ended June 30, 2018 to $6.0 million for the six months ended June 30, 2019. This increase was primarily due to an increase 1) in the weighted average debt outstanding from $159.3 million for the six months ended June 30, 2018 to $243.4 million for the six months ended June 30, 2019 and 2) an increase in the average interest rate (excluding deferred upfront financing costs and unused fees) on the weighted average debt outstanding from 3.9% for the six months ended June 30, 2018 to 4.5% for the six months ended June 30, 2019.
Management fees
Management fees are calculated and payable quarterly in arrears at an annual rate of 1.5% of our gross assets, including assets acquired through the incurrence of debt but excluding any cash and cash equivalents. The Advisor, however, has agreed to waive its right to receive management fees in excess of the sum of (i) 0.25% of the aggregate committed but undrawn capital and (ii) 0.75% of the aggregate gross assets excluding cash and cash equivalents (including capital drawn to pay the Company’s expenses) during any period prior to a qualified initial public offering, as defined by the Investment Advisory Agreement (“Qualified IPO”). Management fees, net of waived management fees, increased from $0.8 million for the three months ended June 30, 2018 to $1.1 million for the three months ended June 30, 2019 due to the increase in total assets, which increased from an average of $374.3 million for the three months ended June 30, 2018 to an average of $586.2 million for the three months ended June 30, 2019. Waived management fees for the three months ended June 30, 2019 and June 30, 2018 were approximately $1.0 million and $0.6 million, respectively. The Advisor is not permitted to recoup any waived amounts at any time.
Management fees, net of waived management fees, increased from $1.5 million for the six months ended June 30, 2018 to $2.1 million for the six months ended June 30, 2019 due to the increase in total assets, which increased from an average of $359.5 million for the six months ended June 30, 2018 to an average of $559.2 million for the six months ended June 30, 2019. Waived management fees for the six months ended June 30, 2019 and June 30, 2018 were approximately $1.9 million and $1.0 million, respectively.
62
Income incentive fees
Income incentive fees, net of waivers, remained flat at zero from the three months ended June 30, 2018 to the three months ended June 30, 2019. Income incentive fees, net of waivers, decreased from $0.6 million for the six months ended June 30, 2018 to zero for the six months ended June 30, 2019. The decrease was due to the Advisor agreeing to waive its rights to income incentive fees effective April 1, 2018. For the three and six months ended June 30, 2019, income incentive fees as a percentage of Pre-Incentive Fee Net Investment Income was 0.0% and 0.0%, respectively, compared to 0.0% and 7.5% for the three and six months ended June 30, 2018. “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 calendar quarter (including the base management fee, taxes, any expenses payable under the Investment Advisory Agreement and the Administration Agreement and any interest expense, but excluding the Incentive fee). Pre-Incentive Fee Net Investment Income includes accrued income that we have not yet received in cash, such as debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities. Waived income incentive fees for the three and six months ended June 30, 2019 were approximately $1.1 million and $2.1 million, respectively, compared to $0.1 million and $0.6 million for the three and six months ended June 30, 2018. The Advisor is not permitted to recoup any waived amounts at any time.
Professional Fees and Other General and Administrative Expenses
Professional fees generally include expenses from independent auditors, tax advisors, legal counsel and third party valuation agents. Other general and administrative expenses generally include expenses from the Sub-Administration Agreements, insurance premiums, overhead and staffing costs allocated from the Administrator and other miscellaneous general and administrative costs associated with the operations and investment activity of the Company. Professional fees remained flat at $0.2 million for the three months ended June 30, 2019 and June 30, 2018, respectively, while other general and administrative expenses also remained flat at $0.5 million for the three months ended June 30, 2019 and June 30, 2018.
Professional fees remained flat at $0.4 million for the six months ended June 30, 2019 and June 30, 2018, respectively, while other general and administrative expenses increased from $0.9 million for the six months ended June 30, 2018 to $1.1 million for the six months ended June 30, 2019. The net increase in costs was due to an increase in costs associated with servicing a growing investment portfolio.
Organization expenses
We have agreed to repay the Advisor for the organization costs and offering costs (not to exceed $1.5 million) on a pro rata basis over the first $350 million of capital contributed to the Company. For the three and six months ended June 30, 2019, we called $30.0 million and $56.0 million, respectively, and the Advisor allocated $0.0 million and $0.1 million, respectively of organization costs to the Company, which was included in the Consolidated Statements of Operations. For the three and six months ended June 30, 2019, the Advisor also allocated $0.1 million and $0.1 million, respectively of equity offering costs to the Company that was recorded as an offset to Paid-in capital in excess of par value on the Consolidated Statement of Assets and Liabilities.
During the three and six months ended June 30, 2018, we called $20.0 and $35.0 million, respectively, and the Advisor allocated $0.0 million and $0.1 million, respectively of organization costs to the Company, which was included in the Consolidated Statements of Operations. For the three and six months ended June 30, 2018, the Advisor also allocated $0.0 million and $0.1 million, respectively of equity offering costs to the Company that was recorded as an offset to Paid-in capital in excess of par value on the Consolidated Statement of Assets and Liabilities.
Income Tax Expense, Including Excise Tax
We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must generally (among other requirements) timely distribute to our stockholders at least 90% of our investment company taxable income, as defined by the Code, for each year. In order to maintain our RIC status, we intend to make the requisite distributions to our stockholders which will generally relieve us from corporate-level income taxes. In order for the Company not to be subject to federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of its net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding years. Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as required. If we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax on estimated excess taxable income as such taxable income is earned. For the three and six months ended June 30, 2019, the Company expensed an excise tax of $0 and $0, respectively, of which $22,854 remained payable related to fiscal year 2018. There were no excise tax expenses or payables for the three and six months ended June 30, 2018.
63
Net Realized and Unrealized Gains and Losses
We value our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation (depreciation) on investments. For the three and six months ended June 30, 2019 and June 30, 2018, net realized gains (losses) and net unrealized appreciation (depreciation) on our investment portfolio were comprised of the following:
|
For the three months ended
June 30, |
For the six months ended
June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Realized losses on investments |
$ | (59,079 | ) | $ | (49,097 | ) | $ | (319,813 | ) | $ | (234,477 | ) | ||||
|
Realized gains on investments |
68 | 4,901 | — | 15,158 | ||||||||||||
|
Realized gains on foreign currency transactions |
(113,194 | ) | 2,838 | (99,606 | ) | 5,168 | ||||||||||
|
Realized losses on foreign currency transactions |
(12,002 | ) | 188 | (12,286 | ) | (8 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net realized gains (losses) |
$ | (184,207 | ) | $ | (41,170 | ) | $ | (431,705 | ) | $ | (214,159 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Change in unrealized depreciation on investments |
$ | (1,865,614 | ) | $ | (2,654,754 | ) | $ | (1,723,355 | ) | $ | (3,029,132 | ) | ||||
|
Change in unrealized appreciation on investments |
2,753,860 | 1,338,509 | 5,151,545 | 1,511,755 | ||||||||||||
|
Change in unrealized depreciation on foreign currency translation |
(470,735 | ) | 72,098 | (549,101 | ) | 43,711 | ||||||||||
|
Change in unrealized appreciation on foreign currency translation |
624,398 | (153,279 | ) | 918,485 | (84,982 | ) | ||||||||||
|
Change in unrealized appreciation on foreign currency forwards |
3,501 | — | 112,075 | — | ||||||||||||
|
Change in unrealized depreciation on foreign currency forwards |
305,854 | — | 169,906 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net unrealized appreciation (depreciation) |
$ | 1,351,264 | $ | (1,397,426 | ) | $ | 4,079,555 | $ | (1,558,648 | ) | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
Hedging
We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks. Generally, we do not intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to the Company’s business or results of operations. These hedging activities, which are in compliance with applicable legal and regulatory requirements, may include the use of various instruments, including futures, options and forward contracts. We bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.
During the six months ended June 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts was $19,126,223. We did not enter into any interest rate, foreign exchange or other derivative agreements during the six months ended June 30, 2018.
CBDC Senior Loan Fund LLC
The Senior Loan Fund, an unconsolidated limited liability company, was formed on September 26, 2018 and commenced operations in February 2019. The Company invests together with Masterland through the Senior Loan Fund. The Senior Loan Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, CBDC Senior Loan Sub LLC. Each of the Company and Masterland have subscribed to fund $40 million. Except under certain circumstances, contributions to the Senior Loan Fund cannot be redeemed. The Senior Loan Fund is managed by a four member board of managers, on which the Company and Masterland have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. Since the Company does not have a controlling financial interest in the Senior Loan Fund, the Company does not consolidate. The Senior Loan Fund is an investment company and measured using the net asset value per share as a practical expedient for fair value.
As of June 30, 2019, the Company and Masterland had subscribed to fund and contributed the following to the Senior Loan Fund:
| June 30, 2019 | ||||||||
|
Member |
Subscribed
to fund |
Contributed | ||||||
|
Company |
$ | 40,000,000 | $ | 27,500,000 | ||||
|
Masterland |
40,000,000 | 27,500,000 | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 80,000,000 | $ | 55,000,000 | ||||
64
The Senior Loan Fund is capitalized pro rata with LLC equity interest as transactions are completed. The Senior Loan Fund has a revolving credit facility with Royal Bank of Canada (the “RBC Facility”), which permitted up to $300.0 million of borrowings as of June 30, 2019. Borrowings under the RBC Facility are secured by all assets of CBDC Senior Loan Sub LLC.
As of June 30, 2019, the Senior Loan Fund had total investments in senior secured debt at fair value of $268,983,265.
Below is a summary of the Senior Loan Fund’s portfolio, followed by a listing of the individual loans in the Senior Loan Fund’s portfolio as of June 30, 2019:
|
As of
June 30, 2019 (Unaudited) |
||||
|
Total senior secured debt (1) |
$ | 271,800,770 | ||
|
Weighted average current interest rate on senior secured debt (2) |
5.4 | % | ||
|
Number of borrowers in the Senior Loan Fund ‘s portfolio |
159 | |||
|
Largest loan to a single borrower (1) |
$ | 3,591,000 | ||
| (1) |
At par amount, including unfunded commitments. |
| (2) |
Computed as (a) the annual stated interest rate on accruing senior secured debt, divided by (b) total senior secured debt at par amount, excluding fully unfunded commitments. |
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Investments |
||||||||||||||||||||||||||||||
|
United States |
||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Aerospace & Defense |
||||||||||||||||||||||||||||||
|
Dynasty Acquisition Co., Inc. |
Senior Secured First Lien |
L + 400 | (1) | 6.33 | % | 04/2026 | $ | 487,762 | $ | 490,201 | 0.9 | % | $ | 490,240 | ||||||||||||||||
|
TransDigm, Inc. |
Senior Secured First Lien |
L + 250 | (1) | 5.00 | % | 06/2023 | 746,222 | 738,360 | 1.4 | 733,748 | ||||||||||||||||||||
|
TransDigm, Inc. |
Senior Secured First Lien |
L + 250 | (1) | 5.00 | % | 05/2025 | 1,994,321 | 1,970,652 | 3.6 | 1,951,733 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,228,305 | 3,199,213 | 5.9 | 3,175,721 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Air Transport |
||||||||||||||||||||||||||||||
|
American Airlines, Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.39 | % | 12/2023 | 2,750,000 | 2,713,074 | 5.1 | 2,710,964 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Mister Car Wash Holdings, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 05/2026 | 1,436,045 | 1,435,496 | 2.7 | 1,432,907 | ||||||||||||||||||||
|
Mister Car Wash Holdings, Inc. (3) |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 05/2026 | 40,476 | 40,527 | 0.1 | 40,319 | ||||||||||||||||||||
|
Wand NewCo 3, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.92 | % | 02/2026 | 1,500,000 | 1,506,250 | 2.8 | 1,502,580 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,976,521 | 2,982,273 | 5.6 | 2,975,806 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Building & Development |
||||||||||||||||||||||||||||||
|
Capital Automotive L.P. |
Senior Secured First Lien |
L + 250 | (2) | 4.91 | % | 03/2024 | 1,246,819 | 1,235,910 | 2.3 | 1,232,793 | ||||||||||||||||||||
|
DTZ U.S. Borrower LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 08/2025 | 3,491,206 | 3,496,676 | 6.5 | 3,483,211 | ||||||||||||||||||||
|
Forest City Enterprises, L.P. |
Senior Secured First Lien |
L + 400 | (2) | 6.40 | % | 12/2025 | 997,494 | 1,004,944 | 1.9 | 1,002,895 | ||||||||||||||||||||
|
Realogy Group LLC |
Senior Secured First Lien |
L + 225 | (2) | 4.63 | % | 02/2025 | 2,828,034 | 2,768,726 | 5.0 | 2,699,896 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 8,563,553 | 8,506,256 | 15.7 | 8,418,795 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Business Equipment & Services |
||||||||||||||||||||||||||||||
|
Allied Universal Holdco LLC |
Senior Secured First Lien |
L + 425 | (2) | 6.65 | % | 07/2022 | 1,745,614 | 1,723,755 | 3.3 | 1,745,893 | ||||||||||||||||||||
|
Almonde, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 06/2024 | 2,493,323 | 2,468,532 | 4.5 | 2,433,770 | ||||||||||||||||||||
|
Brand Energy & Infrastructure Services, Inc. |
Senior Secured First Lien |
L + 425 | (4) | 6.73 | % | 06/2024 | 1,496,183 | 1,470,733 | 2.7 | 1,449,427 | ||||||||||||||||||||
|
EAB Global, Inc. |
Senior Secured First Lien |
L + 375 | (1) | 6.38 | % | 11/2024 | 1,496,212 | 1,490,093 | 2.8 | 1,485,926 | ||||||||||||||||||||
|
Epicor Software Corporation |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 06/2022 | 2,245,054 | 2,250,269 | 4.2 | 2,233,829 | ||||||||||||||||||||
|
Financial & Risk US Holdings, Inc. |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 10/2025 | 1,496,241 | 1,475,440 | 2.7 | 1,453,455 | ||||||||||||||||||||
|
IG Investment Holdings, LLC |
Senior Secured First Lien |
L + 400 | (2) | 6.40 | % | 05/2025 | 2,211,411 | 2,209,850 | 4.1 | 2,196,484 | ||||||||||||||||||||
|
IRI Holdings, Inc. |
Senior Secured First Lien |
L + 450 | (1) | 7.02 | % | 12/2025 | 2,338,504 | 2,327,083 | 4.4 | 2,338,013 | ||||||||||||||||||||
|
Iron Mountain, Inc. |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 01/2026 | 1,492,443 | 1,470,940 | 2.7 | 1,452,334 | ||||||||||||||||||||
|
Jane Street Group, LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 08/2022 | 2,271,821 | 2,268,133 | 4.2 | 2,262,358 | ||||||||||||||||||||
|
Netsmart, Inc. |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 04/2023 | 1,576,038 | 1,570,340 | 2.9 | 1,563,233 | ||||||||||||||||||||
|
Prime Security Services Borrower, LLC |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 05/2022 | 2,000,051 | 1,999,056 | 3.7 | 1,989,071 | ||||||||||||||||||||
|
PSAV Holdings LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 03/2025 | 997,475 | 975,113 | 1.8 | 971,600 | ||||||||||||||||||||
|
Spin Holdco Inc. |
Senior Secured First Lien |
L + 325 | (1) | 5.85 | % | 11/2022 | 1,746,183 | 1,728,123 | 3.2 | 1,714,534 | ||||||||||||||||||||
|
TruGreen Limited Partnership |
Senior Secured First Lien |
L + 375 | (2) | 6.16 | % | 03/2026 | 1,418,743 | 1,420,722 | 2.6 | 1,424,071 | ||||||||||||||||||||
65
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
USIC Holdings, Inc. |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 12/2023 | $ | 1,493,521 | $ | 1,480,472 | 2.8 | % | $ | 1,483,880 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 28,518,817 | 28,328,654 | 52.6 | 28,197,878 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Cable & Satellite Television |
||||||||||||||||||||||||||||||
|
Charter Communications Operating, LLC |
Senior Secured First Lien |
L + 200 | (1) | 4.33 | % | 04/2025 | 2,240,526 | 2,239,676 | 4.2 | 2,240,526 | ||||||||||||||||||||
|
CSC Holdings, LLC |
Senior Secured First Lien |
L + 225 | (2) | 4.64 | % | 01/2026 | 1,500,000 | 1,495,034 | 2.7 | 1,476,563 | ||||||||||||||||||||
|
CSC Holdings, LLC |
Senior Secured First Lien |
L + 250 | (2) | 4.89 | % | 01/2026 | 1,994,962 | 1,994,962 | 3.7 | 1,972,868 | ||||||||||||||||||||
|
Radiate Holdco, LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 02/2024 | 2,244,260 | 2,225,759 | 4.1 | 2,196,188 | ||||||||||||||||||||
|
UPC Financing Partnership |
Senior Secured First Lien |
L + 250 | (2) | 4.89 | % | 01/2026 | 2,750,000 | 2,750,000 | 5.1 | 2,749,312 | ||||||||||||||||||||
|
Virgin Media Bristol LLC |
Senior Secured First Lien |
L + 250 | (2) | 4.89 | % | 01/2026 | 1,500,000 | 1,493,899 | 2.8 | 1,496,250 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 12,229,748 | 12,199,330 | 22.6 | 12,131,707 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Chemicals & Plastics |
||||||||||||||||||||||||||||||
|
H.B. Fuller Company |
Senior Secured First Lien |
L + 200 | (2) | 4.38 | % | 10/2024 | 2,189,765 | 2,176,307 | 4.0 | 2,156,918 | ||||||||||||||||||||
|
Ineos US Finance LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 03/2024 | 2,988,627 | 2,964,975 | 5.5 | 2,954,676 | ||||||||||||||||||||
|
PMHC II, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.83 | % | 03/2025 | 751,240 | 739,972 | 1.3 | 686,134 | ||||||||||||||||||||
|
PQ Corporation |
Senior Secured First Lien |
L + 250 | (1) | 5.08 | % | 02/2025 | 1,000,000 | 998,750 | 1.9 | 997,710 | ||||||||||||||||||||
|
Univar Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 07/2024 | 1,500,000 | 1,498,156 | 2.8 | 1,497,773 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 8,429,632 | 8,378,160 | 15.5 | 8,293,211 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Consumer Services |
||||||||||||||||||||||||||||||
|
Pre-Paid Legal Services, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 05/2025 | 997,275 | 985,036 | 1.9 | 997,275 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Containers & Glass Products |
||||||||||||||||||||||||||||||
|
Berlin Packaging LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.44 | % | 11/2025 | 2,244,332 | 2,209,568 | 4.1 | 2,183,859 | ||||||||||||||||||||
|
Berry Global, Inc. |
Senior Secured First Lien |
05/2026 | 3,000,000 | 2,992,500 | 5.6 | 2,983,125 | ||||||||||||||||||||||||
|
BWAY Holding Company |
Senior Secured First Lien |
L + 325 | (1) | 5.85 | % | 04/2024 | 748,092 | 731,259 | 1.3 | 724,478 | ||||||||||||||||||||
|
Consolidated Container Company LLC |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 05/2024 | 1,496,203 | 1,489,657 | 2.8 | 1,476,378 | ||||||||||||||||||||
|
Pro Mach Group, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.14 | % | 03/2025 | 1,496,212 | 1,466,423 | 2.7 | 1,444,473 | ||||||||||||||||||||
|
Reynolds Group Holdings Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 02/2023 | 2,992,327 | 2,973,002 | 5.5 | 2,974,433 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 11,977,166 | 11,862,409 | 22.0 | 11,786,746 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Diversified Insurance |
||||||||||||||||||||||||||||||
|
Acrisure, LLC |
Senior Secured First Lien |
L + 425 | (1) | 6.77 | % | 11/2023 | 2,992,386 | 2,997,171 | 5.6 | 2,984,291 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Drugs |
||||||||||||||||||||||||||||||
|
Albany Molecular Research, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 08/2024 | 1,745,558 | 1,734,401 | 3.2 | 1,720,100 | ||||||||||||||||||||
|
Amneal Pharmaceuticals LLC |
Senior Secured First Lien |
L + 350 | (2) | 5.94 | % | 05/2025 | 2,743,072 | 2,750,331 | 5.1 | 2,730,508 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 4,488,630 | 4,484,732 | 8.3 | 4,450,608 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Electronics/Electrical |
||||||||||||||||||||||||||||||
|
Camelot UK Holdco Limited |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 10/2023 | 2,249,180 | 2,254,021 | 4.2 | 2,257,817 | ||||||||||||||||||||
|
CommScope, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 04/2026 | 1,500,000 | 1,504,655 | 2.8 | 1,497,750 | ||||||||||||||||||||
|
Compuware Corporation |
Senior Secured First Lien |
L + 400 | (2) | 6.40 | % | 08/2025 | 1,745,614 | 1,751,757 | 3.3 | 1,745,614 | ||||||||||||||||||||
|
Dell International LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.41 | % | 09/2023 | 3,496,202 | 3,488,940 | 6.5 | 3,482,375 | ||||||||||||||||||||
|
First Data Corporation |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 04/2024 | 2,250,000 | 2,250,000 | 4.2 | 2,250,000 | ||||||||||||||||||||
66
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Sabre GLBL Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 02/2024 | $ | 1,497,757 | $ | 1,495,646 | 2.8 | % | $ | 1,496,087 | ||||||||||||||||
|
SS&C Technologies Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 04/2025 | 2,017,425 | 2,018,761 | 3.8 | 2,012,260 | ||||||||||||||||||||
|
Verifone Systems, Inc. |
Senior Secured First Lien |
L + 400 | (1) | 6.38 | % | 08/2025 | 2,152,616 | 2,129,871 | 3.9 | 2,103,505 | ||||||||||||||||||||
|
Western Digital Corporation |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 04/2023 | 1,493,700 | 1,475,612 | 2.7 | 1,465,693 | ||||||||||||||||||||
|
WEX Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 05/2026 | 3,243,125 | 3,242,555 | 6.0 | 3,219,969 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 21,645,619 | 21,611,818 | 40.2 | 21,531,070 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Financial Intermediaries |
||||||||||||||||||||||||||||||
|
Apollo Commercial Real Estate Finance, Inc |
Senior Secured First Lien |
L + 275 | (2) | 5.14 | % | 05/2026 | 1,499,976 | 1,496,179 | 2.8 | 1,496,226 | ||||||||||||||||||||
|
Avolon TLB Borrower 1 (US) LLC |
Senior Secured First Lien |
L + 175 | (2) | 4.13 | % | 01/2025 | 3,500,000 | 3,497,590 | 6.5 | 3,500,368 | ||||||||||||||||||||
|
Blackhawk Network Holdings, Inc |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 06/2025 | 1,994,962 | 1,987,079 | 3.7 | 1,983,122 | ||||||||||||||||||||
|
Citadel Securities LP |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 02/2026 | 1,540,291 | 1,538,365 | 2.9 | 1,544,141 | ||||||||||||||||||||
|
Edelman Financial Center, LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.64 | % | 07/2025 | 747,497 | 748,430 | 1.4 | 746,163 | ||||||||||||||||||||
|
FinCo I LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 12/2022 | 1,500,000 | 1,497,569 | 2.8 | 1,500,465 | ||||||||||||||||||||
|
Focus Financial Partners, LLC |
Senior Secured First Lien |
L + 250 | (2) | 4.90 | % | 07/2024 | 1,496,222 | 1,496,222 | 2.8 | 1,496,596 | ||||||||||||||||||||
|
Jefferies Finance LLC |
Senior Secured First Lien |
L + 375 | (2) | 6.25 | % | 05/2026 | 1,831,604 | 1,832,897 | 3.4 | 1,831,604 | ||||||||||||||||||||
|
Kestra Advisor Services Holdings A, Inc. |
Senior Secured First Lien |
L + 425 | (1) | 6.78 | % | 06/2026 | 1,183,988 | 1,172,224 | 2.2 | 1,179,299 | ||||||||||||||||||||
|
RPI Finance Trust |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 03/2023 | 2,961,926 | 2,959,033 | 5.6 | 2,968,413 | ||||||||||||||||||||
|
Sedgwick Claims Management Services, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.65 | % | 12/2025 | 1,745,614 | 1,734,458 | 3.2 | 1,724,256 | ||||||||||||||||||||
|
VFH Parent LLC |
Senior Secured First Lien |
L + 350 | (5) | 6.04 | % | 03/2026 | 1,749,333 | 1,755,798 | 3.3 | 1,755,237 | ||||||||||||||||||||
|
Victory Capital Holdings, Inc. |
Senior Secured First Lien |
07/2026 | 1,500,000 | 1,492,633 | 2.8 | 1,502,813 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 23,251,413 | 23,208,477 | 43.4 | 23,228,703 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food products |
||||||||||||||||||||||||||||||
|
Dole Food Company Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 04/2024 | 1,490,196 | 1,482,912 | 2.7 | 1,458,060 | ||||||||||||||||||||
|
Hearthside Food Solutions, LLC |
Senior Secured First Lien |
L + 369 | (2) | 6.09 | % | 05/2025 | 748,111 | 734,084 | 1.4 | 733,149 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,238,307 | 2,216,996 | 4.1 | 2,191,209 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food Service |
||||||||||||||||||||||||||||||
|
AqGen Ascensus, Inc. |
Senior Secured First Lien |
L + 400 | (5) | 6.20 | % | 12/2022 | 753,358 | 754,265 | 1.4 | 755,716 | ||||||||||||||||||||
|
IRB Holding Corp |
Senior Secured First Lien |
L + 325 | (2) | 5.64 | % | 02/2025 | 1,994,949 | 1,990,585 | 3.7 | 1,972,975 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,748,307 | 2,744,850 | 5.1 | 2,728,691 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food/Drug Retailers |
||||||||||||||||||||||||||||||
|
Albertsons, LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 11/2025 | 2,240,620 | 2,230,654 | 4.2 | 2,232,218 | ||||||||||||||||||||
|
BJ’s Wholesale Club, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.16 | % | 02/2024 | 2,244,347 | 2,250,496 | 4.2 | 2,249,251 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 4,484,967 | 4,481,150 | 8.4 | 4,481,469 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Health Care |
||||||||||||||||||||||||||||||
|
ADMI Corp. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 04/2025 | 1,494,968 | 1,480,280 | 2.7 | 1,475,908 | ||||||||||||||||||||
|
ATI Holdings Acquisition, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 05/2023 | 1,741,665 | 1,716,391 | 3.2 | 1,719,894 | ||||||||||||||||||||
|
Avantor, Inc. |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 11/2024 | 1,381,082 | 1,387,023 | 2.6 | 1,388,422 | ||||||||||||||||||||
|
CHG Healthcare Services Inc. |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 06/2023 | 2,004,753 | 2,002,085 | 3.7 | 1,997,406 | ||||||||||||||||||||
67
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Comet Acquisition, Inc. |
Senior Secured First Lien |
L + 350 | (1) | 6.02 | % | 10/2025 | $ | 1,496,241 | $ | 1,495,015 | 2.8 | % | $ | 1,479,408 | ||||||||||||||||
|
DaVita, Inc. |
Senior Secured First Lien |
L + 275 | (6) | 5.14 | % | 06/2021 | 1,500,726 | 1,503,331 | 2.8 | 1,501,979 | ||||||||||||||||||||
|
Envision Healthcare Corporation |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 10/2025 | 1,494,370 | 1,429,815 | 2.5 | 1,324,386 | ||||||||||||||||||||
|
Gentiva Health Services, Inc. |
Senior Secured First Lien |
L + 375 | (2) | 6.19 | % | 07/2025 | 2,214,504 | 2,217,294 | 4.1 | 2,219,354 | ||||||||||||||||||||
|
HCA Inc. |
Senior Secured First Lien |
L + 200 | (1) | 4.33 | % | 03/2025 | 994,962 | 996,165 | 1.9 | 996,599 | ||||||||||||||||||||
|
Heartland Dental, LLC |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 04/2025 | 1,214,398 | 1,193,270 | 2.1 | 1,153,684 | ||||||||||||||||||||
|
Heartland Dental, LLC (3) (7) |
Senior Secured First Lien |
04/2025 | — | (474 | ) | — | (1,367 | ) | ||||||||||||||||||||||
|
IQVIA Inc. |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 06/2025 | 1,493,715 | 1,489,998 | 2.8 | 1,487,643 | ||||||||||||||||||||
|
MPH Acquisition Holdings LLC |
Senior Secured First Lien |
L + 275 | (1) | 5.08 | % | 06/2023 | 1,992,918 | 1,945,424 | 3.6 | 1,910,710 | ||||||||||||||||||||
|
NVA Holdings, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.94 | % | 02/2025 | 1,248,744 | 1,240,701 | 2.3 | 1,249,415 | ||||||||||||||||||||
|
Press Ganey Holdings, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 10/2023 | 1,246,803 | 1,243,686 | 2.3 | 1,246,884 | ||||||||||||||||||||
|
Prospect Medical Holdings, Inc. |
Senior Secured First Lien |
L + 550 | (2) | 7.94 | % | 02/2024 | 248,741 | 228,365 | 0.4 | 235,474 | ||||||||||||||||||||
|
RegionalCare Hospital Partners Holdings, Inc. |
Senior Secured First Lien |
L + 450 | (2) | 6.90 | % | 11/2025 | 1,492,500 | 1,487,102 | 2.8 | 1,486,232 | ||||||||||||||||||||
|
Sound Inpatient Physicians |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 06/2025 | 748,111 | 748,737 | 1.4 | 748,227 | ||||||||||||||||||||
|
Surgery Center Holdings, Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 09/2024 | 1,493,036 | 1,472,437 | 2.7 | 1,445,752 | ||||||||||||||||||||
|
Syneos Health, Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 08/2024 | 1,441,024 | 1,441,089 | 2.7 | 1,439,338 | ||||||||||||||||||||
|
Tecomet Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.91 | % | 05/2024 | 748,092 | 748,092 | 1.4 | 745,286 | ||||||||||||||||||||
|
U.S. Renal Care, Inc. |
Senior Secured First Lien |
06/2026 | 1,242,150 | 1,217,307 | 2.3 | 1,221,679 | ||||||||||||||||||||||||
|
Verscend Holding Corp. |
Senior Secured First Lien |
L + 450 | (2) | 6.90 | % | 08/2025 | 2,244,347 | 2,254,448 | 4.2 | 2,250,317 | ||||||||||||||||||||
|
Viant Medical Holdings, Inc. |
Senior Secured First Lien |
L + 375 | (1) | 6.08 | % | 07/2025 | 747,178 | 749,472 | 1.4 | 745,930 | ||||||||||||||||||||
|
VVC Holding Corp. |
Senior Secured First Lien |
L + 450 | (1) | 7.05 | % | 02/2026 | 1,496,250 | 1,484,111 | 2.8 | 1,495,315 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 33,421,278 | 33,171,164 | 61.5 | 32,963,875 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Industrial Equipment |
||||||||||||||||||||||||||||||
|
Clark Equipment Company |
Senior Secured First Lien |
L + 200 | (1) | 4.33 | % | 05/2024 | 1,683,168 | 1,679,279 | 3.1 | 1,672,295 | ||||||||||||||||||||
|
LTI Holdings, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 09/2025 | 997,488 | 967,145 | 1.8 | 945,434 | ||||||||||||||||||||
|
Playpower, Inc. |
Senior Secured First Lien |
L + 550 | (2) | 7.90 | % | 05/2026 | 218,800 | 216,634 | 0.4 | 219,620 | ||||||||||||||||||||
|
Sabre Industries, Inc. |
Senior Secured First Lien |
L + 450 | (2) | 6.89 | % | 04/2026 | 500,000 | 495,019 | 0.9 | 500,002 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,399,456 | 3,358,077 | 6.2 | 3,337,351 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Leisure Goods/Activities/Movies |
||||||||||||||||||||||||||||||
|
Crown Finance US, Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 02/2025 | 2,217,700 | 2,183,457 | 4.1 | 2,184,545 | ||||||||||||||||||||
|
Hoya Midco, LLC |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 06/2024 | 1,491,338 | 1,482,193 | 2.8 | 1,479,534 | ||||||||||||||||||||
|
Pure Fishing, Inc. |
Senior Secured First Lien |
L + 450 | (1) | 6.83 | % | 11/2025 | 748,125 | 747,533 | 1.3 | 713,524 | ||||||||||||||||||||
|
Six Flags Theme Parks, Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.41 | % | 04/2026 | 1,770,388 | 1,766,049 | 3.3 | 1,774,256 | ||||||||||||||||||||
|
UFC Holdings, LLC |
Senior Secured First Lien |
L + 325 | (2) | 5.66 | % | 04/2026 | 2,253,581 | 2,257,067 | 4.2 | 2,252,173 | ||||||||||||||||||||
|
Varsity Brands, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 12/2024 | 1,496,206 | 1,487,790 | 2.7 | 1,470,487 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 9,977,338 | 9,924,089 | 18.4 | 9,874,519 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
68
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Lodging & Casinos |
||||||||||||||||||||||||||||||
|
Golden Nugget, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 10/2023 | $ | 1,991,927 | $ | 1,987,328 | 3.7 | % | $ | 1,978,352 | ||||||||||||||||
|
MGM Growth Properties Operating Partnership LP |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 03/2025 | 2,490,993 | 2,487,718 | 4.6 | 2,478,737 | ||||||||||||||||||||
|
Scientific Games International, Inc. |
Senior Secured First Lien |
L + 275 | (4) | 5.23 | % | 08/2024 | 2,489,918 | 2,461,601 | 4.6 | 2,455,507 | ||||||||||||||||||||
|
Seminole Tribe of Florida |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 07/2024 | 746,203 | 745,288 | 1.4 | 747,449 | ||||||||||||||||||||
|
VICI Properties 1 LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 12/2024 | 1,500,000 | 1,491,583 | 2.8 | 1,485,465 | ||||||||||||||||||||
|
Wyndham Hotels & Resorts, Inc. |
Senior Secured First Lien |
L + 175 | (2) | 4.15 | % | 05/2025 | 2,250,096 | 2,248,781 | 4.2 | 2,245,877 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 11,469,137 | 11,422,299 | 21.3 | 11,391,387 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Nonferrous Metals/Minerals |
||||||||||||||||||||||||||||||
|
Dynacast International LLC |
Senior Secured First Lien |
L + 325 | (1) | 5.58 | % | 01/2022 | 748,047 | 730,592 | 1.3 | 723,268 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Oil & Gas |
||||||||||||||||||||||||||||||
|
Blackstone CQP Holdco LP |
Senior Secured First Lien |
L + 350 | (1) | 5.89 | % | 09/2024 | 1,425,917 | 1,424,432 | 2.6 | 1,429,482 | ||||||||||||||||||||
|
Delek US Holdings, Inc. |
Senior Secured First Lien |
L + 225 | (1) | 4.58 | % | 03/2025 | 1,200,090 | 1,194,511 | 2.2 | 1,184,345 | ||||||||||||||||||||
|
Prairie ECI Acquiror LP |
Senior Secured First Lien |
L + 475 | (1) | 7.08 | % | 03/2026 | 997,500 | 1,004,952 | 1.9 | 1,003,734 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,623,507 | 3,623,895 | 6.7 | 3,617,561 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Property & Casualty Insurance |
||||||||||||||||||||||||||||||
|
AssuredPartners, Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 10/2024 | 2,991,370 | 2,980,291 | 5.5 | 2,967,065 | ||||||||||||||||||||
|
Asurion LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 11/2024 | 1,246,852 | 1,246,851 | 2.3 | 1,245,898 | ||||||||||||||||||||
|
Asurion LLC |
Senior Secured First Lien |
L + 300 | (2) | 5.40 | % | 11/2023 | 1,494,141 | 1,495,990 | 2.8 | 1,492,938 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 5,732,363 | 5,723,132 | 10.6 | 5,705,901 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Publishing |
||||||||||||||||||||||||||||||
|
Meredith Corporation |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 01/2025 | 2,478,786 | 2,478,589 | 4.6 | 2,479,939 | ||||||||||||||||||||
|
Nielsen Finance LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.41 | % | 10/2023 | 2,696,947 | 2,686,817 | 5.0 | 2,673,726 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 5,175,733 | 5,165,406 | 9.6 | 5,153,665 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Radio & Television |
||||||||||||||||||||||||||||||
|
Gray Television, Inc. |
Senior Secured First Lien |
L + 250 | (2) | 4.93 | % | 01/2026 | 1,494,370 | 1,492,542 | 2.8 | 1,494,744 | ||||||||||||||||||||
|
Nexstar Broadcasting, Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.69 | % | 01/2024 | 269,295 | 267,804 | 0.5 | 267,443 | ||||||||||||||||||||
|
Nexstar Broadcasting, Inc. |
Senior Secured First Lien |
06/2026 | 1,968,242 | 1,966,185 | 3.7 | 1,963,145 | ||||||||||||||||||||||||
|
Nexstar Broadcasting, Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 01/2024 | 1,348,436 | 1,341,148 | 2.5 | 1,339,165 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 5,080,343 | 5,067,679 | 9.5 | 5,064,497 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Retailers (except Food & Drug) |
||||||||||||||||||||||||||||||
|
Bass Pro Group, LLC |
Senior Secured First Lien |
L + 500 | (2) | 7.40 | % | 09/2024 | 1,494,299 | 1,472,351 | 2.7 | 1,430,477 | ||||||||||||||||||||
|
Men’s Wearhouse, Inc. (The) |
Senior Secured First Lien |
L + 325 | (2) | 5.69 | % | 04/2025 | 1,491,801 | 1,450,497 | 2.5 | 1,328,949 | ||||||||||||||||||||
|
Staples, Inc. |
Senior Secured First Lien |
L + 500 | (1) | 7.60 | % | 04/2026 | 1,519,661 | 1,497,276 | 2.7 | 1,462,431 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 4,505,761 | 4,420,124 | 7.9 | 4,221,857 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Surface Transport |
||||||||||||||||||||||||||||||
|
Avis Budget Car Rental, LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.41 | % | 02/2025 | 1,494,313 | 1,483,518 | 2.8 | 1,492,916 | ||||||||||||||||||||
|
XPO Logistics, Inc. |
Senior Secured First Lien |
L + 250 | (2) | 4.88 | % | 02/2025 | 1,220,477 | 1,218,209 | 2.3 | 1,223,858 | ||||||||||||||||||||
|
XPO Logistics, Inc. |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 02/2025 | 500,000 | 493,402 | 0.9 | 496,762 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 3,214,790 | 3,195,129 | 6.0 | 3,213,536 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
69
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Telecommunications |
||||||||||||||||||||||||||||||
|
Avaya, Inc. |
Senior Secured First Lien |
L + 425 | (2) | 6.65 | % | 12/2024 | $ | 2,743,038 | $ | 2,747,703 | 4.9 | % | $ | 2,629,888 | ||||||||||||||||
|
CenturyLink, Inc. |
Senior Secured First Lien |
L + 275 | (2) | 5.15 | % | 01/2025 | 2,831,653 | 2,795,254 | 5.2 | 2,771,098 | ||||||||||||||||||||
|
Level 3 Financing Inc. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 02/2024 | 3,500,000 | 3,499,893 | 6.5 | 3,476,812 | ||||||||||||||||||||
|
Sprint Communications, Inc. |
Senior Secured First Lien |
L + 300 | (2) | 5.44 | % | 02/2024 | 1,990,000 | 1,990,000 | 3.7 | 1,975,075 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 11,064,691 | 11,032,850 | 20.3 | 10,852,873 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Utilities |
||||||||||||||||||||||||||||||
|
Brookfield WEC Holdings Inc. |
Senior Secured First Lien |
08/2025 | 114,129 | 113,844 | 0.2 | 114,129 | ||||||||||||||||||||||||
|
Brookfield WEC Holdings Inc. |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 08/2025 | 1,494,370 | 1,497,458 | 2.8 | 1,494,266 | ||||||||||||||||||||
|
Calpine Corporation |
Senior Secured First Lien |
L + 275 | (1) | 5.08 | % | 04/2026 | 1,155,000 | 1,143,689 | 2.1 | 1,154,642 | ||||||||||||||||||||
|
Calpine Corporation |
Senior Secured First Lien |
L + 250 | (1) | 4.83 | % | 01/2024 | 1,343,910 | 1,335,810 | 2.5 | 1,338,809 | ||||||||||||||||||||
|
Eastern Power, LLC |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 10/2023 | 1,651,799 | 1,651,056 | 3.1 | 1,652,484 | ||||||||||||||||||||
|
Nautilus Power, LLC |
Senior Secured First Lien |
L + 425 | (2) | 6.73 | % | 05/2024 | 981,734 | 982,039 | 1.8 | 982,348 | ||||||||||||||||||||
|
Talen Energy Supply, LLC |
Senior Secured First Lien |
06/2026 | 1,278,000 | 1,266,489 | 2.4 | 1,273,208 | ||||||||||||||||||||||||
|
TEX Operations Co. LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 08/2023 | 337,003 | 337,593 | 0.6 | 336,983 | ||||||||||||||||||||
|
Vistra Operations Company LLC |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 12/2025 | 466,081 | 462,670 | 0.9 | 466,197 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 8,822,026 | 8,790,648 | 16.4 | 8,813,066 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
|
$ | 247,755,116 | $ | 246,524,683 | 457.7 | % | $ | 245,217,500 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total United States |
$ | 246,524,683 | 457.7 | % | $ | 245,217,500 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Canada |
||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Aerospace & Defense |
||||||||||||||||||||||||||||||
|
1199169 B.C. Unlimited Liability Company |
Senior Secured First Lien |
L + 400 | (1) | 6.33 | % | 04/2026 | 262,238 | 263,549 | 0.5 | 263,570 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Air Transport |
||||||||||||||||||||||||||||||
|
Air Canada |
Senior Secured First Lien |
L + 200 | (2) | 4.40 | % | 10/2023 | 1,740,794 | 1,745,657 | 3.2 | 1,742,700 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Panther BF Aggregator 2 L P |
Senior Secured First Lien |
L + 350 | (2) | 5.90 | % | 04/2026 | 1,491,800 | 1,477,138 | 2.8 | 1,482,946 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food Service |
||||||||||||||||||||||||||||||
|
1011778 B.C. Unlimited Liability Company |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 02/2024 | 3,487,264 | 3,471,379 | 6.5 | 3,467,666 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Health Care |
||||||||||||||||||||||||||||||
|
DentalCorp Perfect Smile ULC |
Senior Secured First Lien |
L + 375 | (2) | 6.15 | % | 06/2025 | 748,328 | 738,433 | 1.4 | 740,613 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Oil & Gas |
||||||||||||||||||||||||||||||
|
NorthRiver Midstream Finance LP |
Senior Secured First Lien |
L + 325 | (1) | 5.85 | % | 10/2025 | 996,863 | 999,001 | 1.8 | 997,002 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
|
$ | 8,727,287 | $ | 8,695,157 | 16.2 | % | $ | 8,694,497 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Canada |
$ | 8,695,157 | 16.2 | % | $ | 8,694,497 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Luxembourg |
||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Belron Finance US LLC |
Senior Secured First Lien |
L + 250 | (1) | 5.07 | % | 11/2024 | 946,335 | 946,892 | 1.8 | 946,634 | ||||||||||||||||||||
70
|
Investment Type |
Spread
Above Index * |
Interest
Rate |
Maturity
Date |
Principal
Amount, Par Value or Shares |
Cost |
Percentage
of Net Assets ** |
Fair
Value |
|||||||||||||||||||||||
|
Belron Finance US LLC |
Senior Secured First Lien |
L + 250 | (1) | 5.04 | % | 11/2025 | $ | 299,248 | $ | 299,248 | 0.5 | % | $ | 299,622 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 1,245,583 | 1,246,140 | 2.3 | 1,246,256 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Drugs |
||||||||||||||||||||||||||||||
|
Endo Luxembourg Finance Company I S.a r.l. |
Senior Secured First Lien |
L + 425 | (2) | 6.69 | % | 04/2024 | 995,557 | 990,472 | 1.8 | 937,486 | ||||||||||||||||||||
|
Mallinckrodt International Finance S.A. |
Senior Secured First Lien |
L + 300 | (1) | 5.53 | % | 02/2025 | 962,213 | 936,546 | 1.6 | 868,099 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 1,957,770 | 1,927,018 | 3.4 | 1,805,585 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Electronics/Electrical |
||||||||||||||||||||||||||||||
|
SS&C Technologies Holdings Europe S.A.R.L. |
Senior Secured First Lien |
L + 225 | (2) | 4.65 | % | 04/2025 | 1,381,945 | 1,382,995 | 2.6 | 1,378,407 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total Debt Investments Luxembourg | $ | 4,585,298 | $ | 4,556,153 | 8.3 | % | $ | 4,430,248 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total Luxembourg | $ | 4,556,153 | 8.3 | % | $ | 4,430,248 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| New Zealand | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Business Equipment & Services |
||||||||||||||||||||||||||||||
|
Capri Finance LLC |
Senior Secured First Lien |
L + 325 | (1) | 5.83 | % | 11/2024 | 1,496,215 | 1,482,157 | 2.7 | 1,470,779 | ||||||||||||||||||||
|
Titan Acquisition Co. New Zealand Limited |
Senior Secured First Lien |
L + 425 | (1) | 6.83 | % | 05/2026 | 1,000,000 | 995,059 | 1.9 | 1,001,250 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| 2,496,215 | 2,477,216 | 4.6 | 2,472,029 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
New Zealand |
$ | 2,496,215 | $ | 2,477,216 | 4.6 | % | $ | 2,472,029 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total New Zealand | $ | 2,477,216 | 4.6 | % | $ | 2,472,029 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Automotive |
||||||||||||||||||||||||||||||
|
Boing US Holdco Inc. |
Senior Secured First Lien |
L + 325 | (2) | 5.67 | % | 10/2024 | 748,106 | 749,038 | 1.4 | 746,004 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
United Kingdom |
£ | 748,106 | $ | 749,038 | 1.4 | % | $ | 746,004 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total United Kingdom | $ | 749,038 | 1.4 | % | $ | 746,004 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Netherlands | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Chemicals & Plastics |
||||||||||||||||||||||||||||||
|
Starfruit Finco B.V |
Senior Secured First Lien |
L + 325 | (2) | 5.67 | % | 10/2025 | 3,591,000 | 3,598,376 | 6.6 | 3,543,868 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Electronics/Electrical |
||||||||||||||||||||||||||||||
|
Avast Software B.V. |
Senior Secured First Lien |
L + 225 | (1) | 4.58 | % | 09/2023 | 1,375,480 | 1,376,098 | 2.6 | 1,374,084 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Food products |
||||||||||||||||||||||||||||||
|
Jacobs Douwe Egberts International B.V. |
Senior Secured First Lien |
L + 200 | (2) | 4.50 | % | 11/2025 | 652,926 | 652,926 | 1.2 | 651,565 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
Netherlands |
$ | 5,619,406 | $ | 5,627,400 | 10.4 | % | $ | 5,569,517 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total Netherlands | $ | 5,627,400 | 10.4 | % | $ | 5,569,517 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Australia | ||||||||||||||||||||||||||||||
|
Debt Investments |
||||||||||||||||||||||||||||||
|
Business Equipment & Services |
||||||||||||||||||||||||||||||
|
Eta Australia Holdings III Pty Ltd |
Senior Secured First Lien |
L + 400 | (2) | 6.40 | % | 06/2026 | 375,000 | 376,860 | 0.7 | 375,939 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Telecommunications |
||||||||||||||||||||||||||||||
|
Speedcast International Limited |
Senior Secured First Lien |
L + 275 | (1) | 5.08 | % | 05/2025 | 1,494,342 | 1,472,893 | 2.8 | 1,477,531 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Total Debt Investments
Australia |
$ | 1,869,342 | $ | 1,849,753 | 3.5 | % | $ | 1,853,470 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total Australia | $ | 1,849,753 | 3.5 | % | $ | 1,853,470 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total Investments | $ | 270,479,400 | 502.1 | % | $ | 268,983,265 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| * |
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Prime (“P”) or EURIBOR (“E”) and which reset daily, monthly, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at June 30, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| ** |
Percentage is based on net assets of $53,574,900 as of June 30, 2019. |
| (1) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of June 30, 2019 was 2.32%. |
| (2) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of June 30, 2019 was 2.40%. |
| (3) |
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 8 “Commitments and Contingencies”. |
71
| (4) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 2 month LIBOR plus a base rate. The 2 month LIBOR as of June 30, 2019 was 2.33%. |
| (5) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of June 30, 2019 was 2.20%. |
| (6) |
The interest rate on these loans is subject to the greater of a LIBOR floor or 1 week LIBOR plus a base rate. The 1 week LIBOR as of June 30, 2019 was 2.37%. |
| (7) |
The negative cost, if applicable, is the result of the capitalized discount or unfunded commitment being greater than the principal amount outstanding on the loan. The negative fair value, if applicable, is the result of the capitalized discount or unfunded commitment on the loan. |
Below is selected balance sheet information for the Senior Loan Fund as of June 30, 2019:
|
As of
June 30, 2019 (Unaudited) |
||||
|
Selected Balance Sheet Information: |
|
|||
|
Total investments, at fair value |
$ | 268,983,265 | ||
|
Cash |
3,508,221 | |||
|
Other assets |
3,436,028 | |||
|
|
|
|||
|
Total assets |
$ | 275,927,514 | ||
|
|
|
|||
|
Debt |
$ | 154,736,761 | ||
|
Other liabilities |
67,615,853 | |||
|
|
|
|||
|
Total liabilities |
$ | 222,352,614 | ||
|
|
|
|||
|
Members’ equity |
53,574,900 | |||
|
|
|
|||
|
Total liabilities and members’ equity |
$ | 275,927,514 | ||
|
|
|
|||
Below is selected statements of operations information for the Senior Loan Fund for the three and six months ended June 30, 2019:
|
For the three
months ended June 30, 2019 |
For the six
months ended June 30, 2019 |
|||||||
|
Selected Statements of Operations Information: |
|
|||||||
|
Total investment income |
$ | 2,070,554 | $ | 2,167,250 | ||||
|
Expenses |
|
|||||||
|
Interest and other debt financing costs |
830,455 | 837,722 | ||||||
|
Professional fees |
15,000 | 105,000 | ||||||
|
Other general and administrative expenses |
75,302 | 97,101 | ||||||
|
|
|
|
|
|||||
|
Total expenses |
920,757 | 1,039,823 | ||||||
|
|
|
|
|
|||||
|
Net investment income (loss) |
1,149,797 | 1,127,427 | ||||||
|
|
|
|
|
|||||
|
Net realized gain (loss) on investments |
42,858 | 43,608 | ||||||
|
Net change in unrealized appreciation (depreciation) on investments |
(1,036,364) | (1,496,135) | ||||||
|
|
|
|
|
|||||
|
Net increase (decrease) in members’ equity |
$ | 156,291 | $ | (325,100) | ||||
|
|
|
|
|
|||||
72
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2019, we had $9.0 million in cash on hand. The primary uses of our cash and cash equivalents are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including paying our Advisor); (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 Facility II, SPV Asset Facility and from other banks or lenders; and, (3) cash flows from operations.
Cash on hand of $9.0 million combined with our uncalled capital commitments of $101.6 million, $20.0 million undrawn amount on our Revolving Credit Facility II and $46.5 million undrawn amount on our SPV Asset Facility, is expected to be sufficient for our investing activities and to conduct our operations for the foreseeable future.
Capital Share Activity
Since Commencement, we have entered into subscription agreements (collectively, the “Subscription Agreements”) with several investors, including CCG LP, providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required 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. At June 30, 2019, we had received capital commitments totaling $423.6 million, of which $10.0 million was from CCG LP.
Since Commencement, pursuant to the Subscription Agreements, we have delivered nineteen capital drawdown notices to our investors relating to the issuance of 16,245,796 of our common shares for an aggregate offering of $322.0 million. Proceeds from the issuance were used to fund our investing activities and for other general corporate purposes. As of June 30, 2019, the Company received all amounts relating to the nineteen capital drawdown notices.
During the three and six months ended June 30, 2019, we issued 17,918 and 33,067 shares of our common stock, respectively, to investors who have opted into our dividend reinvestment plan for proceeds of $352,632 and $648,755. For the three and six months ended June 30, 2018, we issued 4,235 and 10,178 shares of our common stock, respectively, to investors who have opted into our dividend reinvestment plan for proceeds of $85,620 and $205,458.
Debt
Debt consisted of the following as of June 30, 2019 and December 31, 2018:
| June 30, 2019 | ||||||||||||||||
|
($ in millions) |
Aggregate Principal
Amount Committed |
Drawn
Amount (4) |
Amount
Available (1) |
Carrying
Value (2) |
||||||||||||
|
SPV Asset Facility |
$ | 250.0 | $ | 203.5 | $ | 46.5 | $ | 203.5 | ||||||||
|
Revolving Credit Facility II (5)(6) |
85.0 | 65.0 | 20.0 | 65.0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Debt |
$ | 335.0 | $ | 268.5 | $ | 66.5 | $ | 268.5 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| December 31, 2018 | ||||||||||||||||
|
($ in millions) |
Aggregate Principal
Amount Committed |
Drawn
Amount (4) |
Amount
Available (1) |
Carrying
Value (2) |
||||||||||||
|
SPV Asset Facility |
$ | 175.0 | $ | 159.6 | $ | 15.4 | $ | 159.6 | ||||||||
|
Revolving Credit Facility II (3)(5)(6) |
85.0 | 78.3 | 7.2 | 77.8 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total Debt |
$ | 260.0 | $ | 237.9 | $ | 22.6 | $ | 237.4 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
The amount available is subject to any limitations related to the respective debt facilities’ borrowing bases and foreign currency translation adjustments. |
| (2) |
The difference between the drawn amount and the carrying value is attributable to the effect of foreign currency rates as of the balance sheet dates versus foreign currency rates at the time of the respective non-USD borrowings. Carrying value excludes unamortized deferred financing costs. |
| (3) |
The Company had outstanding debt denominated in Pound Sterling (GBP) of 2.5 million on its Revolving Credit Facility II. |
| (4) |
For borrowings in non-USD, the drawn amount represents the USD equivalent at the time of borrowing (i.e. cost). |
| (5) |
Total drawn amount payable after the effect of foreign currency translation as of June 30, 2019 and December 31, 2018, was $64,996,430 and $77,751,742, respectively. |
| (6) |
The Company had outstanding debt denominated in Euro (EUR) of 1.8 million on its Revolving Credit Facility II. |
73
SPV Asset Facility
On March 28, 2016 Crescent Capital BDC Funding, LLC (“CBDC SPV”), a Delaware limited liability company and wholly owned and consolidated subsidiary of the Company, entered into a loan and security agreement (the “SPV Asset Facility”) with the Company as the collateral manager, seller and equityholder, CBDC SPV as the borrower, the banks and other financial institutions from time to time party thereto as lenders, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, and lender. The SPV Asset Facility is effective as of March 28, 2016. On February 8, 2017 the Company amended the SPV Asset Facility increasing the facility limit from $75 million to $125 million. On September 28, 2018 the Company further amended the SPV Asset Facility increasing the facility limit from $125 million to $175 million and extending the maturity date to September 28, 2023. On April 9, 2019 the Company further amended the SPV Asset Facility increasing the facility limit from $175 million to $250 million.
The maximum commitment amount under the SPV Asset Facility is $250 million, and may be increased with the consent of Wells Fargo or reduced upon request of the Company. Proceeds of the Advances under the SPV Asset Facility may be used to acquire portfolio investments, to make distributions to the Company in accordance with the SPV Asset Facility, and to pay related expenses. The maturity date is the earlier of: (a) the date the borrower voluntarily reduces the commitments to zero, (b) the Facility Maturity Date (September 28, 2023) and (c) the date upon which Wells Fargo declares the obligations due and payable after the occurrence of an Event of Default. Borrowings under the SPV Asset Facility bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company pays unused facility fees of 0.50% per annum on committed but undrawn amounts under the SPV Asset Facility. The SPV Asset Facility includes customary 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.
Also on March 28, 2016, the Company, as seller, and CBDC SPV, as purchaser, entered into a loan sale agreement whereby the Company will sell certain assets to CBDC SPV. We consolidate CBDC SPV in our consolidated financial statements and no gain or loss is expected to result from the sale of assets to CBDC SPV. We retain a residual interest in assets contributed to or acquired by CBDC SPV through our 100% ownership of CBDC SPV. The facility size is subject to availability under the borrowing base, which is based on the amount of CBDC SPV’s assets from time to time, and satisfaction of certain conditions, including an asset coverage test and certain concentration limits.
Revolving Credit Facility II
On June 29, 2017, the Company entered into the “Revolving Credit Facility II” with Capital One, National Association (“CONA”), as Administrative Agent, Lead Arranger, Managing Agent and Committed Lender. Proceeds from the Revolving Credit Facility II may be used for investment activities, expenses, working capital requirements and general corporate purposes. The maximum principal amount of the Revolving Credit Facility II is $75 million, subject to availability under the borrowing base.
Borrowings under the Revolving Credit Facility II bear interest at London Interbank Offered Rate (“LIBOR”) plus a margin with no LIBOR floor. The Company may elect either the LIBOR or prime rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company pays unused facility fees of 0.20% per annum on committed but undrawn amounts under the Revolving Credit Facility II. Interest is payable monthly in arrears. On June 28, 2018, the Company amended the Revolving Credit Facility II increasing the facility limit from $75 million to $85 million and extending the maturity date to June 29, 2019. On June 13, 2019, the Company further amended the Revolving Credit Facility II by extending the maturity date to September 29, 2019. Any amounts borrowed under the Revolving Credit Facility II, and all accrued and unpaid interest, will be due and payable, on September 29, 2019.
The summary information regarding the SPV Asset Facility and Revolving Credit Facility II for the three and six months ended June 30, 2019 and June 30, 2018, were as follows:
|
For the three months ended
June 30, |
For the six months ended
June 30, |
|||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
|
Borrowing interest expense |
$ | 2,860,053 | $ | 1,716,550 | $ | 5,466,337 | $ | 3,107,391 | ||||||||
|
Unused facility fees |
75,497 | 42,662 | 101,853 | 108,716 | ||||||||||||
|
Amortization of upfront commitment fees |
223,270 | 158,543 | 388,222 | 315,394 | ||||||||||||
|
Amortization of deferred financing costs |
13,942 | 38,453 | 25,826 | 76,667 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total interest and credit facility expenses |
$ | 3,172,762 | $ | 1,956,208 | $ | 5,982,238 | $ | 3,608,168 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Weighted average interest rate |
4.50 | % | 4.11 | % | 4.53 | % | 3.93 | % | ||||||||
|
Weighted average outstanding balance |
$ | 254,830,616 | $ | 167,452,665 | $ | 243,351,660 | $ | 159,340,902 | ||||||||
74
To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our Revolving Credit Facility II and SPV Asset Facility. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. In accordance with applicable 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 2 to 1 after such borrowing. As of June 30, 2019 and December 31, 2018, our asset coverage ratio was 2.18 to 1 and 2.08 to 1, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions. See Note 6. Debt to our consolidated financial statements for more detail on the debt facilities.
OFF BALANCE SHEET ARRANGEMENTS
Information on our off balance sheet arrangements is contained in Note 8. Commitments, Contingencies and Indemnifications to our consolidated financial statements.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. The critical accounting policies should be read in connection with our risk factors as disclosed herein and in our Registration Statement on Form 10.
In addition to the discussion below, our critical accounting policies are further described in Note 2. Summary of Significant Accounting Policies to our consolidated financial statements.
Investment Valuation
The Company applies Financial Accounting Standards Board ASC 820, Fair Value Measurement (ASC 820), as amended, which establishes a framework for measuring fair value in accordance with GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
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 overall fair value measurement.
In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for classification as a Level 2 or Level 3 investment. For example, the Company reviews pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality. Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. During the six months ended June 30, 2019, the Company recorded $8,426,042 in transfers from Level 3 to Level 2 and $6,637,313 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data. During the six months ended June 30, 2018, the Company recorded $0 in transfers from Level 3 to Level 2 and $44,613,267 in transfers from Level 2 to Level 3 due to an increase and a decrease in observable inputs in market data, respectively.
75
Investments for which market quotations are readily available are typically valued at those market quotations. 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 the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Advisor, the Company’s Audit Committee and, with certain de minimis exceptions, independent third-party valuation firms engaged at the direction of the Board.
The Board oversees and supervises a multi-step valuation process, which includes, among other procedures, the following:
| • |
The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team. |
| • |
The Advisor’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee. |
| • |
The Audit Committee reviews the valuations presented and recommends values for each investment to the Board. |
| • |
The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Advisor, Audit Committee and, where applicable, other third parties. |
The Company currently conducts this valuation process on a quarterly basis.
In connection with debt and equity securities that are valued at fair value in good faith by the Board, the Board will engage (with certain de minimis exceptions) independent third-party valuation firms to perform certain limited procedures that the Board has identified.
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 the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein. See Note 4. Investments and Note 5. Fair Value of Financial Instruments for additional information on the Company’s investment portfolio.
Equity Offering and Organization Expenses
The Company has agreed to repay the Advisor for initial organization costs and equity offering costs incurred prior to the commencement of its operations up to a maximum of $1.5 million on a pro rata basis over the first $350 million of invested capital not to exceed 3 years from the initial capital commitment on June 26, 2015. To the extent such costs relate to equity offerings, these costs are charged as a reduction of capital upon the issuance of common shares. To the extent such costs relate to organization costs, these costs are expensed in the Consolidated Statements of Operations upon the issuance of common shares. The Advisor is responsible for organization and private equity offerings costs in excess of $1.5 million. At the 2018 Annual Meeting of Stockholders, the Company received shareholder approval to extend the period during which capital may be called from stockholders (the “Commitment Period”). The Commitment Period was extended to the earlier of (i) a Qualified IPO and (ii) June 30, 2020. With the approval of the Commitment Period extension, the Advisor agreed to extend the reimbursement period for the initial organization costs and equity offering costs to June 30, 2019. See Note 8. Commitments, Contingencies and Indemnifications for additional discussion of certain related party transactions with the Advisor.
The Advisor incurred costs on behalf of the Company of $794,450 of equity offering costs and $567,895 of organization costs through Commencement. For the six months ended June 30, 2019, the Advisor allocated to the Company $127,112 of equity offering costs and $90,863 of organization costs, of which $116,772 was included in Due to Advisor on the Consolidated Statements of Assets and Liabilities at June 30, 2019. Since June 26, 2015 (Commencement), the Advisor has allocated to the Company $730,894 of equity offering costs and $522,464 of organization costs.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the amortization of purchase discounts and premiums. Discounts and premiums to par value on securities purchased are accreted or amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion and amortization of discounts and premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
76
Dividend income from preferred equity securities 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 from common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Certain investments have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or cost basis 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. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment is placed on non-accrual status.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2019, the Company had one portfolio company with three investment positions on non-accrual status, which represented 2.0% and 1.0% of the total investments at cost and fair value, respectively. As of December 31, 2018, the Company had one portfolio company with two investment positions on non-accrual status, which represented 2.5% and 1.4% of the total investments at cost and fair value, respectively.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Internal Revenue Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. 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 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 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. The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements.
In order for the Company not to be subject to federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its ordinary income (taking into account certain deferrals and elections), (ii) 98.2% of its net capital gains from the current year and (iii) any undistributed ordinary income and net capital gains from preceding years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required on an annual basis. For the three and six months ended June 30, 2019, the Company expensed an excise tax of $0 and $0, respectively, of which $22,854 remained payable and relates to fiscal year 2018. There were no excise tax expenses or payables for the three and six months ended June 30, 2018.
CBDC Universal Equity, Inc. is a taxable entity. The Taxable Subsidiary permits the Company to hold equity investments in portfolio companies which are “pass through” entities for tax purposes and continue to comply with the “source income” requirements contained in RIC tax provisions of the Code. The Taxable Subsidiary is not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s consolidated financial statements. For the six months ended June 30, 2019, the Company recognized a benefit/(provision) for taxes of $(479,715) on net unrealized depreciation/(appreciation) on investments and net operating losses and federal tax credits related to the Taxable Subsidiary. As of June 30, 2019 there is a corresponding net deferred tax liability of $784,643 related to the Taxable Subsidiary, which was the net effect of (i) a deferred tax liability of $1,066,738 resulting from unrealized appreciation on investments held by Taxable Subsidiary and (ii) a deferred tax asset of $282,095 resulting from unrealized depreciation on investments and net operating losses and federal tax credits from the Tax Subsidiary.
77
For the six months ended June 30, 2018, the Company recognized a benefit/(provision) for taxes of $5,499 on unrealized depreciation/(appreciation) on investments related to the Taxable Subsidiary. As of June 30, 2018 there is a corresponding net deferred tax liability of $211,649 related to the Taxable Subsidiary, which was the net effect of (i) a deferred tax liability of $335,613 resulting from unrealized appreciation on investments held by Taxable Subsidiary and (ii) a deferred tax asset of $123,964 resulting from unrealized depreciation on investments from the Tax Subsidiary.
The Company intends to comply with the applicable provisions of the Code, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. As of June 30, 2019, all tax filings of the Company since the inception on February 5, 2015 remain subject to examination by federal tax authorities. No such examinations are currently pending.
New Accounting Standards
In August 2018, the FASB issued ASU 2018-13 “Changes to the Disclosure for Fair Value Measurement” which modifies disclosure requirements for fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a material effect on the Company’s Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including valuation risk, interest rate risk and currency risk.
Valuation Risk
We have invested, and plan to continue to invest, in illiquid debt and equity securities of private companies. These investments will generally not have a readily available market price, and we will value these investments at fair value as determined in good faith by our Board in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. See Note 2. Summary of Significant Accounting Policies to our consolidated financial statements for more details on estimates and judgments made by us in connection with the valuation of our investments.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund a portion of our investments with borrowings and our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
As of June 30, 2019, 96.1% of the investments at fair value in our portfolio were at variable rates, subject to interest rate floors. The Revolving Credit Facility II and SPV Asset Facility also bear interest at variable rates.
78
Assuming that our Consolidated Statements of Assets and Liabilities as of June 30, 2019 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 (considering interest rate floors for floating rate instruments):
($ in millions)
|
Basis Point Change |
Interest Income | Interest Expense |
Increase (decrease)
in net assets resulting from operations |
|||||||||
|
Up 300 basis points |
$ | 17.9 | $ | 8.1 | $ | 9.8 | ||||||
|
Up 200 basis points |
$ | 11.9 | $ | 5.4 | $ | 6.5 | ||||||
|
Up 100 basis points |
$ | 6.0 | $ | 2.7 | $ | 3.3 | ||||||
|
Down 25 basis points |
$ | (1.5) | $ | (0.7) | $ | (0.8) | ||||||
|
Down 100 basis points |
$ | (5.9) | $ | (2.7) | $ | (3.2) | ||||||
Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.
We may in the future hedge against interest rate fluctuations by using hedging instruments such as interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency. These investments are converted 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 Facility II. 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. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our Revolving Credit Facility II, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate. As of June 30, 2019, we had €1.8 million outstanding on the Revolving Credit Facility II as a natural hedge against a €1.8 million investment. Also as of June 30, 2019, we had £5.9 million and €15.9 million notional exposure to foreign currency forward contracts related to investments totaling £6.1 million and €16.4.
| Item 4. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including 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 Securities Exchange Act of 1934). 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 them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting 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.
| Item 1. |
Legal Proceedings |
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. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
79
| Item 1A. |
Risk Factors |
In addition to the other information set forth in this report, you should carefully consider the risk factors set forth below and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which could materially affect our business, financial condition and/or operating results. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Risks Relating to the Alcentra Acquisition
We may fail to consummate the Alcentra Acquisition. If the Alcentra Acquisition does not close, we won’t benefit from the expenses incurred in its pursuit.
While there can be no assurances as to the exact timing, or that the Alcentra Acquisition will be completed at all, we are working to complete the Alcentra Acquisition in the fourth quarter of 2019. The consummation of the Alcentra Acquisition is subject to certain conditions, including, among others, Alcentra Capital stockholder approval, our stockholder approval, required regulatory approvals (including expiration of the waiting period under the HSR Act), and other customary closing conditions. We intend to consummate the Alcentra Acquisition as soon as possible; however, we cannot assure you that the conditions required to consummate the Alcentra Acquisition will be satisfied or waived on the anticipated schedule, or at all. If the Alcentra Acquisition is not completed, we will have incurred substantial expenses for which no ultimate benefit will have been received.
Consummation of the Alcentra Acquisition will cause immediate dilution to our stockholders’ voting interests in us and may cause immediate dilution to the net asset value per share of our common stock.
Upon consummation of the Alcentra Acquisition, each of Alcentra Capital’s common shares issued and outstanding immediately prior to the effective time of the Alcentra Acquisition will be converted into and become exchangeable for 0.4041 of our common shares (in addition to the approximately $1.50 per share Alcentra Capital stockholders will receive from the Company in cash), subject to the payment of cash instead of fractional shares. If the Alcentra Acquisition is consummated, our stockholders will own approximately 81% of the combined company’s outstanding common stock and Alcentra Capital stockholders will own approximately 19% of the combined company’s outstanding common stock. Consequently, our stockholders should expect to exercise less influence over the management and policies of the combined company following the Alcentra Acquisition than they currently exercise over our management and policies.
The exchange ratio of 0.4041 of a share of our common stock for each share of Alcentra Capital common stock was fixed on August 12, 2019, the date of the signing of the Merger Agreement, and is not subject to adjustment based on changes in the trading price of Alcentra Capital common stock before the closing of the Alcentra Acquisition. Any change in the value of our common stock prior to completion of the Alcentra Acquisition will affect the market value of the Alcentra Acquisition consideration that Alcentra Capital common stockholders will receive upon completion of the Alcentra Acquisition. It is possible that the conversion of Alcentra Capital common shares into our common shares may result in the issuance of our common shares at a price below our net asset value per share at the time of such conversion, which would result in dilution to the net asset value per share of our common stock.
We cannot assure you that the Alcentra Acquisition will be consummated as scheduled, or at all. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Pending Alcentra Acquisition” for a description of the terms of the Alcentra Acquisition.
We may be unable to realize the benefits anticipated by the Alcentra Acquisition, including estimated cost savings and synergies, or it may take longer than anticipated to achieve such benefits.
The realization of certain benefits anticipated as a result of the Alcentra Acquisition will depend in part on the integration of Alcentra Capital’s investment portfolio with our investment portfolio and the integration of Alcentra Capital’s investment portfolio or business with our business. There can be no assurance that Alcentra Capital’s business can be operated profitably or integrated successfully into our operations in a timely fashion, or at all. The dedication of management resources to such integration may detract attention from our day-to-day business and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including, but not limited to, incurring unexpected costs or delays in connection with such integration and failure of Alcentra Capital’s investment portfolio to perform as expected, could have a material adverse effect on our financial results.
80
We also expect to achieve certain cost savings and synergies from the Alcentra Acquisition when the two companies have fully integrated their portfolios. It is possible that our estimates of the potential cost savings and synergies could turn out to be incorrect. In addition, the cost savings and synergies estimates also assume our ability to pay down or refinance certain portions of Alcentra Capital’s debt and to combine our investment portfolio and business with Alcentra Capital’s investment portfolio and business in a manner that permits those cost savings and synergies to be fully realized. If the estimates turn out to be incorrect or we are not able to successfully refinance or pay down Alcentra Capital’s debt and combine the investment portfolios and businesses of the two companies, the anticipated cost savings and synergies may not be fully realized, or realized at all, or may take longer to realize than expected.
The Alcentra Acquisition or subsequent combination may trigger certain “change of control” provisions and other restrictions in certain of our and Alcentra Capital’s contracts and the failure to obtain any required consents or waivers could adversely impact the combined company.
Certain agreements of Alcentra Capital and the Company or their controlled affiliates will or may require the consent of one or more counterparties in connection with the Alcentra Acquisition or subsequent combination. The failure to obtain any such consent may permit such counter-parties to terminate, or otherwise increase their rights or our or Alcentra Capital’s obligations under, any such agreement because the Alcentra Acquisition may violate an anti-assignment, change of control or similar provision. If this happens, we may have to seek to replace that agreement with a new agreement or seek a waiver or amendment to such agreement. We cannot assure you that we will be able to replace, amend or obtain a waiver under any such agreement on comparable terms or at all.
If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Alcentra Acquisition and subsequent combination, including preventing us from operating a material part of Alcentra Capital’s business.
In addition, the consummation of the Alcentra Acquisition and subsequent combination may violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under our or Alcentra Capital’s agreements. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Alcentra Acquisition and subsequent combination.
Termination of the Merger Agreement could negatively impact us.
If the Merger Agreement is terminated, there may be various consequences, including:
| • |
our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Alcentra Acquisition, without realizing any of the anticipated benefits of completing the Alcentra Acquisition; and |
| • |
the payment of any fees or monetary damages, if required under the circumstances, could adversely affect our financial condition and liquidity. |
If we consummate the Alcentra Acquisition, our shares of common stock will be listed on a national securities exchange. After such listing, our shares of common stock may trade at a discount from net asset value, which could limit our ability to raise additional equity capital.
If we consummate the Alcentra Acquisition, our shares of common stock will be listed on a national securities exchange. After such listing, our shares of common stock may trade at a discount from net asset value, which could limit our ability to raise additional equity capital. We cannot assure you that a trading market will develop for our common stock after the Alcentra Acquisition or, if one develops, that such trading market can be sustained. In addition, we cannot predict the prices at which our common stock will trade, whether at, above or below NAV. Shares of closed-end investment companies, including BDCs, frequently trade at a discount from NAV, and our common stock may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our NAV per share may decline. In addition, if our common stock trades below its NAV, we will generally not be able to sell additional shares of our common stock to the public at its market price without, among other things, the requisite stockholders approve such a sale.
81
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Sales of unregistered securities
(a) None
(b) None
(c) Issuer purchases of equity securities
The following table provides information regarding purchases of our common shares by CCG LP for each month in the three month period ended June 30, 2019:
|
Period |
Average Price Paid
per Share |
Total Number of
Shares Purchased |
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number
(or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
|
April 2019 |
$ | — | — | — | $ | 2,838,346 | ||||||||||
|
May 2019 |
19.68 | 23,894.54 | — | 2,368,077 | ||||||||||||
|
June 2019 |
— | — | — | 2,368,077 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total |
$ | — | — | — | $ | 2,368,077 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Item 3. |
Defaults Upon Senior Securities |
None.
| Item 4. |
[Reserved] |
| Item 5. |
Other Information |
None.
| Item 6. |
Exhibits. |
(a) Exhibits.
82
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Crescent Capital BDC, INC. | ||||||
| Date: August 13, 2019 | By: |
/s/ Jason A. Breaux |
||||
| Jason A. Breaux | ||||||
| Chief Executive Officer | ||||||
| Date: August 13, 2019 | By: |
/s/ Mike L. Wilhelms |
||||
| Mike L. Wilhelms | ||||||
| Chief Financial Officer | ||||||
83
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|