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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Mark One)
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended September 30, 2014
|
|
OR
|
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from to
|
|
Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
45-3999996
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
2800 Post Oak Boulevard
Suite 5000
Houston, Texas
(Address of Principal Executive Offices)
|
|
77056-6118
(Zip Code)
|
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer
þ
|
|
Smaller reporting company
o
|
|
|
|
|
|
(Do not check if a smaller
reporting company)
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
Consolidated Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013
|
|
|
|
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013
|
|
|
|
Unaudited Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2014 and 2013
|
|
|
|
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013
|
|
|
|
Consolidated Schedules of Investments as of September 30, 2014 (Unaudited) and December 31, 2013
|
|
|
|
Notes to the Consolidated Financial Statements (Unaudited)
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
|
|
PART II — OTHER INFORMATION
|
||
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
Item 1A.
|
Risk Factors
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
Item 5.
|
Other Information
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
Signatures
|
|
|
|
Exhibit Index
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
|
|
(Unaudited)
|
|
|
||||
|
ASSETS
|
|
|
|
||||
|
Portfolio investments at fair value:
|
|
|
|
||||
|
Non-Control/Non-Affiliate investments (amortized cost: $361,709 and $66,410 as of September 30, 2014 and December 31, 2013, respectively)
|
$
|
360,548
|
|
|
$
|
66,882
|
|
|
Affiliate investments (amortized cost: $3,100 and zero as of September 30, 2014 and December 31, 2013, respectively)
|
3,106
|
|
|
—
|
|
||
|
Total portfolio investments (amortized cost: $364,809 and $66,410 as of September 30, 2014 and December 31, 2013, respectively)
|
363,654
|
|
|
66,882
|
|
||
|
|
|
|
|
||||
|
Cash and cash equivalents
|
10,839
|
|
|
6,356
|
|
||
|
Interest receivable
|
3,198
|
|
|
399
|
|
||
|
Receivable for securities sold
|
2,000
|
|
|
—
|
|
||
|
Prepaid and other assets
|
578
|
|
|
109
|
|
||
|
Due from Main Street Capital Corporation
|
15
|
|
|
19
|
|
||
|
Deferred offering costs (net of accumulated amortization of $3,077 and $631 as of September 30, 2014 and December 31, 2013, respectively)
|
2,994
|
|
|
3,688
|
|
||
|
Deferred financing costs (net of accumulated amortization of $409 and $144 as of September 30, 2014 and December 31, 2013, respectively)
|
2,339
|
|
|
168
|
|
||
|
Total assets
|
$
|
385,617
|
|
|
$
|
77,621
|
|
|
|
|
|
|
||||
|
LIABILITIES
|
|
|
|
|
|
||
|
Accounts payable and other liabilities
|
$
|
295
|
|
|
$
|
71
|
|
|
Payable for unsettled trades
|
2,682
|
|
|
2,608
|
|
||
|
Stockholder distributions payable
|
1,196
|
|
|
295
|
|
||
|
Due to affiliates
|
3,461
|
|
|
3,771
|
|
||
|
Payable for securities purchased
|
43,981
|
|
|
8,799
|
|
||
|
Notes payable
|
141,864
|
|
|
14,000
|
|
||
|
Total liabilities
|
193,479
|
|
|
29,544
|
|
||
|
|
|
|
|
||||
|
Commitments and Contingencies (Note 11)
|
|
|
|
||||
|
|
|
|
|
||||
|
NET ASSETS
|
|
|
|
|
|
||
|
Common stock, $.001 par value; 150,000,000 shares authorized, 21,866,601 and 5,396,967 issued and outstanding as of September 30, 2014 and December 31, 2013, respectively
|
22
|
|
|
5
|
|
||
|
Additional paid in capital
|
193,271
|
|
|
47,600
|
|
||
|
Accumulated net investment income, net of stockholder distributions
|
—
|
|
|
—
|
|
||
|
Accumulated net realized gain on investment, net of stockholder distributions
|
—
|
|
|
—
|
|
||
|
Distributions in excess of accumulated net investment income and net realized gains
|
—
|
|
|
—
|
|
||
|
Net unrealized appreciation (depreciation)
|
(1,155
|
)
|
|
472
|
|
||
|
Total net assets
|
192,138
|
|
|
48,077
|
|
||
|
|
|
|
|
||||
|
Total liabilities and net assets
|
$
|
385,617
|
|
|
$
|
77,621
|
|
|
|
|
|
|
||||
|
Net asset value per share
|
$
|
8.79
|
|
|
$
|
8.91
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||
|
INVESTMENT INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-Control/Non-Affiliate investments
|
$
|
5,610
|
|
|
$
|
808
|
|
|
$
|
10,481
|
|
|
$
|
1,759
|
|
|
Affiliate investments
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
||||
|
Total interest income
|
5,647
|
|
|
808
|
|
|
10,518
|
|
|
1,759
|
|
||||
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense
|
1,135
|
|
|
118
|
|
|
1,857
|
|
|
273
|
|
||||
|
Base management and incentive fees
|
1,642
|
|
|
268
|
|
|
3,349
|
|
|
470
|
|
||||
|
Administrative services expenses
|
371
|
|
|
234
|
|
|
1,084
|
|
|
689
|
|
||||
|
Professional fees
|
131
|
|
|
80
|
|
|
419
|
|
|
270
|
|
||||
|
Insurance
|
49
|
|
|
47
|
|
|
144
|
|
|
140
|
|
||||
|
Other general and administrative
|
166
|
|
|
65
|
|
|
409
|
|
|
180
|
|
||||
|
Expenses before fee and expense waivers
|
3,494
|
|
|
812
|
|
|
7,262
|
|
|
2,022
|
|
||||
|
Waiver of management and incentive fees
|
(821
|
)
|
|
(268
|
)
|
|
(1,675
|
)
|
|
(470
|
)
|
||||
|
Waiver of administrative services expenses
|
(371
|
)
|
|
(234
|
)
|
|
(1,084
|
)
|
|
(689
|
)
|
||||
|
Expense support payment from Adviser
|
(328
|
)
|
|
—
|
|
|
(328
|
)
|
|
—
|
|
||||
|
Total expenses, net of fee and expense waivers
|
1,974
|
|
|
310
|
|
|
4,175
|
|
|
863
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
NET INVESTMENT INCOME
|
3,673
|
|
|
498
|
|
|
6,343
|
|
|
896
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
NET REALIZED GAIN FROM INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-Control/Non-Affiliate investments
|
65
|
|
|
—
|
|
|
216
|
|
|
4
|
|
||||
|
Affiliate investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total realized gain from investments
|
65
|
|
|
—
|
|
|
216
|
|
|
4
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
NET REALIZED INCOME
|
3,738
|
|
|
498
|
|
|
6,559
|
|
|
900
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
NET UNREALIZED APPRECIATION (DEPRECIATION)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-Control/Non-Affiliate investments
|
(1,906
|
)
|
|
250
|
|
|
(1,633
|
)
|
|
388
|
|
||||
|
Affiliate investments
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
|
Total net unrealized appreciation (depreciation)
|
(1,900
|
)
|
|
250
|
|
|
(1,627
|
)
|
|
388
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
1,838
|
|
|
$
|
748
|
|
|
$
|
4,932
|
|
|
$
|
1,288
|
|
|
NET INVESTMENT INCOME PER SHARE – BASIC AND DILUTED
|
$
|
0.20
|
|
|
$
|
0.17
|
|
|
$
|
0.51
|
|
|
$
|
0.42
|
|
|
NET REALIZED INCOME PER SHARE
|
$
|
0.20
|
|
|
$
|
0.17
|
|
|
$
|
0.52
|
|
|
$
|
0.42
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE – BASIC AND DILUTED
|
$
|
0.10
|
|
|
$
|
0.26
|
|
|
$
|
0.39
|
|
|
$
|
0.61
|
|
|
DISTRIBUTIONS DECLARED PER SHARE
|
$
|
0.17
|
|
|
$
|
0.17
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED
|
18,334,912
|
|
|
2,904,245
|
|
|
12,528,035
|
|
|
2,123,132
|
|
||||
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Number of
Shares
|
|
Par Value
|
|
Additional Paid-In
Capital
|
|
Accumulated Net Investment Income, Net
of Stockholder
Distributions
|
|
Accumulated Net Realized Gain, Net of Stockholder Distributions
|
|
Distributions from Other Sources
(1)
|
|
Net Unrealized
Appreciation (Depreciation)
|
|
Total Net
Assets
|
|||||||||||||||
|
Balance at December 31, 2013
|
5,396,967
|
|
|
$
|
5
|
|
|
$
|
47,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
472
|
|
|
$
|
48,077
|
|
|
Issuance of common stock
|
16,481,459
|
|
|
17
|
|
|
163,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,034
|
|
|||||||
|
Redemption of common stock
|
(11,825
|
)
|
|
—
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|||||||
|
Selling commissions and dealer manager fees
|
—
|
|
|
—
|
|
|
(14,799
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,799
|
)
|
|||||||
|
Offering costs
|
—
|
|
|
—
|
|
|
(2,446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,446
|
)
|
|||||||
|
Stockholder distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,343
|
)
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
(6,559
|
)
|
|||||||
|
Net increase in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
6,343
|
|
|
216
|
|
|
—
|
|
|
(1,627
|
)
|
|
4,932
|
|
|||||||
|
Balance at September 30, 2014
|
21,866,601
|
|
|
$
|
22
|
|
|
$
|
193,271
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,155
|
)
|
|
$
|
192,138
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Number of
Shares
|
|
Par Value
|
|
Additional Paid-In
Capital
|
|
Accumulated Net Investment Income, Net
of Stockholder
Distributions
|
|
Accumulated Net Realized Gain, Net of Stockholder Distributions
|
|
Distributions from Other Sources
(1)
|
|
Net Unrealized
Appreciation
|
|
Total Net
Assets
|
|||||||||||||||
|
Balance at December 31, 2012
|
1,289,472
|
|
|
$
|
1
|
|
|
$
|
11,248
|
|
|
$
|
109
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
11,423
|
|
|
Issuance of common stock
|
2,028,703
|
|
|
2
|
|
|
20,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,056
|
|
|||||||
|
Selling commissions and dealer manager fees
|
—
|
|
|
—
|
|
|
(1,792
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,792
|
)
|
|||||||
|
Offering costs
|
—
|
|
|
—
|
|
|
(301
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301
|
)
|
|||||||
|
Stockholder distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,005
|
)
|
|
(18
|
)
|
|
(89
|
)
|
|
—
|
|
|
(1,112
|
)
|
|||||||
|
Net increase in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
896
|
|
|
4
|
|
|
—
|
|
|
388
|
|
|
1,288
|
|
|||||||
|
Balance at September 30, 2013
|
3,318,175
|
|
|
$
|
3
|
|
|
$
|
29,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(89
|
)
|
|
$
|
439
|
|
|
$
|
29,562
|
|
|
|
Nine Months Ended
September 30, 2014 |
|
Nine Months Ended
September 30, 2013 |
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
|
Net increase in net assets resulting from operations
|
$
|
4,932
|
|
|
$
|
1,288
|
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
|
|
|
|
|
|||
|
Principal repayments received and proceeds from sales of investments in portfolio companies
|
69,405
|
|
|
7,951
|
|
||
|
Investments in portfolio companies
|
(333,882
|
)
|
|
(31,202
|
)
|
||
|
Net unrealized depreciation (appreciation) of portfolio investments
|
1,627
|
|
|
(388
|
)
|
||
|
Net realized (gain) on sale of portfolio investments
|
(216
|
)
|
|
(4
|
)
|
||
|
Amortization of deferred financing costs
|
265
|
|
|
65
|
|
||
|
Accretion of unearned income
|
(642
|
)
|
|
(50
|
)
|
||
|
Net payment-in-kind interest accrual
|
(144
|
)
|
|
(112
|
)
|
||
|
Changes in other assets and liabilities:
|
|
|
|
|
|
||
|
Interest receivable
|
(2,799
|
)
|
|
(193
|
)
|
||
|
Prepaid and other assets
|
(208
|
)
|
|
(52
|
)
|
||
|
Due from Main Street Capital Corporation
|
4
|
|
|
932
|
|
||
|
Due to affiliates
|
2,828
|
|
|
(23
|
)
|
||
|
Accounts payable and other liabilities
|
202
|
|
|
(2
|
)
|
||
|
Payable for unsettled trades
|
74
|
|
|
971
|
|
||
|
Net cash used in operating activities
|
(258,554
|
)
|
|
(20,819
|
)
|
||
|
|
|
|
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
|
Proceeds from issuance of common stock
|
158,008
|
|
|
19,534
|
|
||
|
Redemption of common shares
|
(101
|
)
|
|
—
|
|
||
|
Payment of selling commissions and dealer manager fees
|
(14,796
|
)
|
|
(1,792
|
)
|
||
|
Payment of offering costs
|
(2,447
|
)
|
|
(322
|
)
|
||
|
Payment of stockholder distributions
|
(3,077
|
)
|
|
(781
|
)
|
||
|
Repayments on notes payable
|
(95,636
|
)
|
|
(5,000
|
)
|
||
|
Proceeds from notes payable
|
223,500
|
|
|
9,300
|
|
||
|
Payment of deferred financing costs
|
(2,414
|
)
|
|
(34
|
)
|
||
|
Net cash provided by financing activities
|
263,037
|
|
|
20,905
|
|
||
|
|
|
|
|
||||
|
Net increase in cash and cash equivalents
|
4,483
|
|
|
86
|
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD
|
6,356
|
|
|
1,832
|
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
|
$
|
10,839
|
|
|
$
|
1,918
|
|
|
Portfolio Company (1) (3)
|
Business Description
|
Type of Investment (2) (3)
|
Principal (7)
|
Cost (7)
|
Fair Value
|
||||||
|
|
|
|
|
|
|
||||||
|
Affiliate Investments (4)
|
|||||||||||
|
Mystic Logistics, Inc. (10) (13)
|
Logistics and Distribution Services Provider for Large Volume Mailers
|
Common Stock (1,468 shares)
|
|
$
|
680
|
|
$
|
680
|
|
||
|
|
|
12.00% Secured Debt (Maturity Date -August 15, 2019)
|
$
|
2,500
|
|
2,420
|
|
2,426
|
|
||
|
|
|
|
|
3,100
|
|
3,106
|
|
||||
|
|
|
|
|
|
|
||||||
|
Subtotal Affiliate Investments (4) (1% of total investments at fair value)
|
|
|
$
|
3,100
|
|
$
|
3,106
|
|
|||
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (5)
|
|||||||||||
|
Ability Network Inc. (8)
|
Health Care Information Technology
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - May 14, 2021)
|
$
|
4,988
|
|
$
|
4,933
|
|
$
|
5,000
|
|
|
Accuvant Finance LLC (8)
|
Cyber Security Value Added Reseller
|
LIBOR Plus 4.75% (Floor 1%), Current Coupon 5.75%, Secured Debt (Maturity - October 22, 2020)
|
2,868
|
|
2,841
|
|
2,854
|
|
|||
|
Allflex Holdings III Inc. (8) (12)
|
Manufacturer of Livestock Identification Products
|
LIBOR Plus 7.00% (Floor 1%), Current Coupon 8.00%, Secured Debt (Maturity - July 19, 2021) (14)
|
8,422
|
|
8,532
|
|
8,392
|
|
|||
|
AmeriTech College Operations, LLC (10) (13)
|
For-Profit Nursing and Healthcare College
|
18% Secured Debt, (Maturity - March 9, 2017)
|
750
|
|
750
|
|
750
|
|
|||
|
AMF Bowling Centers, Inc. (8) (12)
|
Bowling Alley Operator
|
LIBOR Plus 6.25% (Floor 1%), Current Coupon 7.25%, Secured Debt (Maturity - September 18, 2021)
|
8,000
|
|
7,932
|
|
7,995
|
|
|||
|
Ancile Solutions, Inc. (8)
|
Provider of eLearning Solutions
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - July 15, 2018)
|
1,083
|
|
1,079
|
|
1,086
|
|
|||
|
Answers Corporation (8)
|
Consumer Internet Search Services Provider
|
LIBOR Plus 5.50% (Floor 1%), Current Coupon 6.50%, Secured Debt (Maturity - December 20, 2018)
|
3,156
|
|
3,165
|
|
3,195
|
|
|||
|
Aptean, Inc. (8)
|
Enterprise Application Software Provider
|
LIBOR Plus 4.25% (Floor 1%), Current Coupon 5.25%, Secured Debt (Maturity - February 26, 2020)
|
4,471
|
|
4,471
|
|
4,454
|
|
|||
|
Artel, LLC (8)
|
Land-Based and Commercial Satellite Provider
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - November 27, 2017)
|
942
|
|
921
|
|
928
|
|
|||
|
Ascend Learning, LLC (8)
|
Technology Based Healthcare Learning Solutions
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - July 31, 2019)
|
994
|
|
985
|
|
999
|
|
|||
|
Atkins Nutritionals Holdings II, Inc. (8)
|
Weight Management Food Products
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - January 2, 2019)
|
956
|
|
948
|
|
951
|
|
|||
|
Blackbrush Oil and Gas LP (8) (12)
|
Oil & Gas Exploration
|
LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity - July 30, 2021) (14)
|
10,085
|
|
9,965
|
|
9,959
|
|
|||
|
Blackhawk Specialty Tools LLC (8)
|
Oilfield Equipment & Services
|
LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity - August 1, 2019)
|
1,443
|
|
1,443
|
|
1,443
|
|
|||
|
Blue Bird Body Company (8)
|
School Bus Manufacturer
|
LIBOR Plus 5.50% (Floor 1%), Current Coupon 6.50%, Secured Debt (Maturity - June 26, 2020)
|
6,000
|
|
5,914
|
|
5,925
|
|
|||
|
Bluestem Brands, Inc. (8)
|
Multi-Channel Retailer of General Merchandise
|
LIBOR Plus 6.50% (Floor 1%), Current Coupon 7.50%, Secured Debt (Maturity - December 6, 2018)
|
1,644
|
|
1,637
|
|
1,650
|
|
|||
|
Brasa Holdings, Inc. (8) (12)
|
Upscale Full Service Restaurants
|
LIBOR Plus 9.50% (Floor 1.5%), Current Coupon 11.00%, Secured Debt (Maturity - January 20, 2020) (14)
|
10,000
|
|
10,100
|
|
10,106
|
|
|||
|
Brundage-Bone Concrete Pumping, Inc.
|
Construction Services Provider
|
10.38% Secured Bond (Maturity - September 1, 2021) (14)
|
4,000
|
|
4,049
|
|
4,120
|
|
|||
|
California Healthcare Medical Billing, Inc. (10) (13)
|
Outsourced Billing & Revenue Cycle Management
|
9.00% Secured Debt, (Maturity - October 17, 2016)
|
750
|
|
744
|
|
750
|
|
|||
|
California Pizza Kitchen, Inc. (8)
|
Casual Dining Restaurant Chain
|
LIBOR Plus 4.25% (Floor 1%), Current Coupon 5.25%, Secured Debt (Maturity - March 29, 2018)
|
5,979
|
|
5,735
|
|
5,745
|
|
|||
|
Cedar Bay Generation Company LP (8)
|
Coal-Fired Cogeneration Plant
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - April 23, 2020)
|
1,511
|
|
1,511
|
|
1,518
|
|
|||
|
Charlotte Russe, Inc. (8)
|
Fast-Fashion Retailer to Young Women
|
LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity - May 22, 2019)
|
5,486
|
|
5,486
|
|
5,404
|
|
|||
|
Clarius BIGS, LLC (11)
|
Prints & Advertising Film Financing
|
12.00% PIK Secured Debt (Maturity - January 5, 2015)
|
3,286
|
|
3,028
|
|
3,028
|
|
|||
|
Covenant Surgical Partners, Inc.
|
Ambulatory Surgical Centers
|
8.75% Secured Debt (Maturity - August 1, 2019)
|
5,000
|
|
5,000
|
|
4,975
|
|
|||
|
CST Industries, Inc. (8)
|
Storage Tank Manufacturer
|
LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity - May 22, 2017)
|
2,382
|
|
2,367
|
|
2,382
|
|
|||
|
Datacom, LLC (10) (13)
|
Technology and Telecommunications Provider
|
Member Units (717 units)
|
|
670
|
|
670
|
|
||||
|
|
|
10.50% Secured Debt (Maturity - May 30, 2019)
|
1,245
|
|
1,221
|
|
1,221
|
|
|||
|
|
|
8.00% Secured Revolving Debt (Maturity - May 29, 2015)
|
50
|
|
50
|
|
50
|
|
|||
|
|
|
|
|
1,941
|
|
1,941
|
|
||||
|
Energy & Exploration Partners, LLC (8)
|
Oil & Gas Exploration and Production
|
LIBOR plus 6.75% (Floor 1%), Current Coupon 7.75%, Secured Debt (Maturity - January 22, 2019)
|
1,995
|
|
1,966
|
|
1,959
|
|
|||
|
e-Rewards, Inc. (8)
|
Provider of Digital Data Collection
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - October 29, 2018)
|
5,906
|
|
5,892
|
|
5,847
|
|
|||
|
Excelitas Technologies Corp. (8)
|
Lighting and Sensor Components
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - November 2, 2020)
|
3,461
|
|
3,476
|
|
3,464
|
|
|||
|
FishNet Security, Inc. (8)
|
Information Technology Value-Added Reseller
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - November 30, 2017)
|
2,776
|
|
2,769
|
|
2,773
|
|
|||
|
Fram Group Holdings, Inc. (8)
|
Manufacturer of Automotive Maintenance Products
|
LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity - July 29, 2017)
|
3,487
|
|
3,475
|
|
3,494
|
|
|||
|
GST Autoleather, Inc. (8)
|
Automotive Leather Manufacturer
|
LIBOR Plus 5.50% (Floor 1%), Current Coupon 6.50%, Secured Debt (Maturity Date - July 10, 2020)
|
10,000
|
|
9,903
|
|
9,925
|
|
|||
|
Guerdon Modular Holdings, Inc. (10) (13)
|
Modular Construction Company
|
Common Stock (42,644 shares)
|
|
600
|
|
600
|
|
||||
|
|
|
11.00% Secured Debt (Maturity - August 13, 2019)
|
2,800
|
|
2,743
|
|
2,750
|
|
|||
|
|
|
|
|
3,343
|
|
3,350
|
|
||||
|
Guitar Center, Inc.
|
Musical Instruments Retailer
|
6.50% Secured Bond (Maturity - April 15, 2019)
|
7,000
|
|
6,709
|
|
6,300
|
|
|||
|
Hunter Defense Technologies, Inc. (8)
|
Provider of Military and Commercial Shelters and Systems
|
LIBOR Plus 5.50% (Floor 1%), Current Coupon 6.50%, Secured Debt (Maturity Date - August 5, 2019)
|
6,000
|
|
5,882
|
|
5,948
|
|
|||
|
ICON Health and Fitness, Inc.
|
Producer of Fitness Products
|
11.88% Secured Bond (Maturity - October 15, 2016)
|
5,000
|
|
5,012
|
|
4,938
|
|
|||
|
iEnergizer Limited (8) (9)
|
Provider of Business Outsourcing Solutions
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - May 1, 2019)
|
5,493
|
|
5,470
|
|
5,274
|
|
|||
|
Inn of the Mountain Gods Resort and Casino
|
Hotel & Casino Owner & Operator
|
9.25% Secured Bond (Maturity - November 30, 2020)
|
7,980
|
|
7,925
|
|
7,740
|
|
|||
|
iQor US Inc. (8)
|
Business Process Outsourcing Services Provider
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - April 1, 2021)
|
5,921
|
|
5,771
|
|
5,417
|
|
|||
|
IronGate Energy Services, LLC
|
Oil and Gas Services
|
11.00% Secured Bond (Maturity - July 1, 2018)
|
2,500
|
|
2,488
|
|
2,506
|
|
|||
|
Jackson Hewitt Tax Service Inc. (8)
|
Tax Preparation Service Provider
|
LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity - October 16, 2017)
|
3,258
|
|
3,266
|
|
3,258
|
|
|||
|
John Deere Landscapes, LLC (8) (11)
|
Distributor of Landscaping Supplies
|
LIBOR Plus 4.00% (Floor 1%), Current Coupon 5.00%, Secured Debt (Maturity - December 23, 2019)
|
7,980
|
|
7,611
|
|
7,601
|
|
|||
|
Keypoint Government Solutions, Inc. (8)
|
Pre-Employment Screening Services
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - November 13, 2017)
|
1,839
|
|
1,836
|
|
1,849
|
|
|||
|
Larchmont Resources, LLC (8)
|
Oil & Gas Exploration & Production
|
LIBOR Plus 7.25% (Floor 1%), Current Coupon 8.25%, Secured Debt (Maturity - August 7, 2019)
|
741
|
|
744
|
|
754
|
|
|||
|
LJ Host Merger Sub, Inc. (8)
|
Managed Services and Hosting Provider
|
LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - December 13, 2019)
|
5,418
|
|
5,400
|
|
5,418
|
|
|||
|
|
|
LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity - December 11, 2020) (14)
|
500
|
|
497
|
|
498
|
|
|||
|
|
|
|
|
5,897
|
|
5,916
|
|
||||
|
MAH Merger Corporation (8)
|
Sports-Themed Casual Dining Chain
|
LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity - July 19, 2019)
|
1,485
|
|
1,485
|
|
1,489
|
|
|||
|
MediMedia USA, Inc. (8) (12)
|
Provider of Healthcare Media and Marketing
|
LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity - November 20, 2018)
|
7,152
|
|
7,059
|
|
6,991
|
|
|||
|
MedSolutions Holdings, Inc. (8)
|
Specialty Benefit Management
|
LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity - July 8, 2019)
|
1,899
|
|
1,902
|
|
1,909
|
|
|||
|
Milk Specialties Company (8) (12)
|
Processor of Nutrition Products
|
LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity - November 9, 2018)
|
7,665
|
|
7,654
|
|
7,636
|
|
|||
|
Minute Key, Inc. (10) (13)
|
Automated Key Duplication Kiosk
|
10% Current / 2% PIK Secured Debt (Maturity Date - September 19, 2019) (14)
|
1,000
|
|
985
|
|
985
|
|
|||
|
Mood Media Corporation (8) (9) (12)
|
Electronic Equipment and Instruments
|
LIBOR Plus 6.00% (Floor 1%), Current Coupon 7.00%, Secured Debt (Maturity - May 1, 2019)
|
7,965
|
|
7,989
|
|
7,846
|
|
|||
|
New Media Holdings II LLC (8) (9)
|
Local Newspaper Operator
|
LIBOR Plus 6.25% (Floor 1%), Current Coupon 7.25%, Secured Debt (Maturity - June 3, 2020)
|
6,484
|
|
6,357
|
|
6,403
|
|
|||
|
Nice-Pak Products, Inc. (8)
|
Pre-Moistened Wipes Manufacturer
|
LIBOR Plus 5.25% (Floor 1.50%), Current Coupon 6.75%, Secured Debt (Maturity - June 18, 2015)
|
7,496
|
|
7,472
|
|
7,421
|
|
|||
|
North Atlantic Trading Company, Inc. (8) (12)
|
Marketer/Distributor of Tobacco
|
LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity -January 13, 2020)
|
7,474
|
|
7,527
|
|
7,521
|
|
|||
|
Panolam Industries International, Inc. (8)
|
Decorative Laminate Manufacturer
|
LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity - August 23, 2017)
|
856
|
|
846
|
|
856
|
|
|||
|
Permian Holdings, Inc.
|
Storage Tank Manufacturer
|
10.50% Secured Bond (Maturity - January 15, 2018)
|
1,910
|
|
1,887
|
|
1,948
|
|
|||
|
Pernix Therapeutical Holdings, Inc. (9) (11)
|
Pharmaceutical Royalty - Anti-Migraine
|
12.00% Secured Bond (Maturity - August 1, 2020)
|
3,500
|
|
3,500
|
|
3,500
|
|
|||
|
Peroxychem, LLC. (8)
|
Chemical Manufacturer
|
LIBOR Plus 6.50% (Floor 1%), Current Coupon 7.5%, Secured Debt (Maturity - February 28, 2020)
|
4,478
|
|
4,456
|
|
4,545
|
|
|||
|
Pitney Bowes Management Services Inc. (8) (12)
|
Provider of Document Management Services
|
LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.5%, Secured Debt (Maturity - July 7, 2020)
|
6,000
|
|
5,942
|
|
5,910
|
|
|||
|
Polyconcept Financial B.V. (8)
|
Promotional Products to Corporations and Consumers
|
LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - June 28, 2019)
|
5,921
|
|
5,909
|
|
5,913
|
|
|||
|
Premier Dental Services, Inc. (8)
|
Dental Care Services
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - November 1, 2018)
|
4,975
|
|
5,001
|
|
4,950
|
|
|||
|
Prowler Acquisition Corporation (8)
|
Specialty Distributor to the Energy Sector
|
LIBOR Plus 4.50% (Floor 1%), Current Coupon 5.50%, Secured Debt (Maturity - January 28, 2020)
|
2,328
|
|
2,341
|
|
2,322
|
|
|||
|
Quad-C JH Holdings (8)
|
Health Care Equipment & Supplies
|
LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity - May 9, 2020)
|
4,468
|
|
4,443
|
|
4,462
|
|
|||
|
Ravago Holdings America, Inc. (8)
|
Polymers Distributor
|
LIBOR Plus 4.50% (Floor 1%), Current Coupon 5.50%, Secured Debt (Maturity - December 20, 2020)
|
5,970
|
|
6,011
|
|
5,992
|
|
|||
|
RCHP, Inc. (8)
|
Region Non-Urban Hospital Owner/Operator
|
LIBOR Plus 9.50% (Floor 1%), Current Coupon 10.50%, Secured Debt (Maturity - October 23, 2019) (14)
|
6,500
|
|
6,454
|
|
6,565
|
|
|||
|
Recorded Books, Inc. (8)
|
Audiobook and Digital Content Publisher
|
LIBOR Plus 4.25% (Floor 1%), Current Coupon 5.25%, Secured Debt (Maturity - January 31, 2020)
|
4,388
|
|
4,369
|
|
4,355
|
|
|||
|
Relativity Media, LLC (11)
|
Full-scale Film and Television Production and Distribution
|
10.00% Secured Debt (Maturity - May 30, 2015)
|
3,693
|
|
3,693
|
|
3,703
|
|
|||
|
|
|
15.00% PIK Secured Debt (Maturity - May 30, 2015) (14)
|
3,143
|
|
3,143
|
|
3,206
|
|
|||
|
|
|
|
|
6,836
|
|
6,909
|
|
||||
|
Renaissance Learning, Inc. (8)
|
Technology-based K-12 learning solutions
|
LIBOR Plus 7.00% (Floor 1%), Current Coupon 8.00%, Secured Debt (Maturity - April 11, 2022) (14)
|
2,000
|
|
1,981
|
|
1,963
|
|
|||
|
RGL Reservoir Operations, Inc. (8) (9)
|
Oil & Gas Equipment & Services
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - August 13, 2021)
|
4,000
|
|
3,881
|
|
3,968
|
|
|||
|
RLJ Entertainment, Inc. (8) (11)
|
Movie and TV Programming Licensee and Distributor
|
Prime Plus 8.75% (Floor .25%), Current Coupon 9.00%, Secured Debt (Maturity - September 11, 2019)
|
10,000
|
|
9,703
|
|
9,703
|
|
|||
|
SCE Partners, LLC (8) (11)
|
Hotel & Casino Operator
|
LIBOR Plus 7.25% (Floor 1%), Current Coupon 8.25%, Secured Debt (Maturity - August 14, 2019)
|
1,000
|
|
991
|
|
1,005
|
|
|||
|
Sotera Defense Solutions, Inc. (8)
|
Defense Industry Intelligence Services
|
LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity - April 21, 2017)
|
3,773
|
|
3,561
|
|
3,490
|
|
|||
|
Sutherland Global Services, Inc. (8) (9)
|
Business Process Outsourcing Provider
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - March 6, 2019)
|
1,655
|
|
1,647
|
|
1,659
|
|
|||
|
Symphony Teleca Services, Inc. (8)
|
Outsourced Product Development
|
LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity - August 7, 2019)
|
6,000
|
|
5,942
|
|
5,970
|
|
|||
|
Synagro Infrastructure Company, Inc. (8)
|
Waste Management Services
|
LIBOR Plus 5.25% (Floor 1%), Current Coupon 6.25%, Secured Debt (Maturity - August 22, 2020)
|
3,975
|
|
3,958
|
|
3,910
|
|
|||
|
Teleguam Holdings, LLC (8)
|
Cable and Telecom Services Provider
|
LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity - June 10, 2019) (14)
|
3,000
|
|
3,022
|
|
3,019
|
|
|||
|
Templar Energy, LLC (8)
|
Oil & Gas Exploration & Production
|
LIBOR Plus 7.50% (Floor 1%), Current Coupon 8.50%, Secured Debt (Maturity - November 25, 2020) (14)
|
3,000
|
|
2,978
|
|
2,914
|
|
|||
|
Tervita Corporation (8) (9)
|
Oil and Gas Environmental Services
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - May 15, 2018)
|
2,481
|
|
2,493
|
|
2,473
|
|
|||
|
The Topps Company, Inc. (8)
|
Trading Cards & Confectionary
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - October 2, 2018)
|
993
|
|
984
|
|
980
|
|
|||
|
Therakos, Inc. (8)
|
Immune System Disease Treatment
|
LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity - December 27, 2017)
|
1,450
|
|
1,428
|
|
1,463
|
|
|||
|
Travel Leaders Group, LLC (8) (12)
|
Travel Agency Network Provider
|
LIBOR Plus 6.00% (Floor 1%), Current Coupon 7.00%, Secured Debt (Maturity - December 5, 2018)
|
8,542
|
|
8,510
|
|
8,504
|
|
|||
|
USJ-IMECO Holding Company, LLC (8)
|
Marine Interior Design and Installation
|
LIBOR Plus 6.00% (Floor 1%), Current Coupon 7.00%, Secured Debt (Maturity - April 16, 2020)
|
7,967
|
|
7,944
|
|
7,948
|
|
|||
|
Vantage Oncology, LLC
|
Outpatient Radiation Oncology Treatment Centers
|
9.50% Secured Bond (Maturity - June 15, 2017)
|
1,000
|
|
1,000
|
|
970
|
|
|||
|
Vision Solutions, Inc. (8) (12)
|
Provider of Information Availability Software
|
LIBOR Plus 4.50% (Floor 1.50%), Current Coupon 6.00%, Secured Debt (Maturity - July 23, 2016)
|
6,052
|
|
6,069
|
|
6,036
|
|
|||
|
|
|
LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity - July 23, 2017) (14)
|
875
|
|
868
|
|
868
|
|
|||
|
|
|
|
|
6,937
|
|
6,904
|
|
||||
|
YP Holdings LLC (8)
|
Online and Offline Advertising Operator
|
LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity - June 4, 2018)
|
3,397
|
|
3,412
|
|
3,414
|
|
|||
|
|
|
|
|
|
|
||||||
|
Subtotal Non-Control/Non-Affiliate Investments (5) (99% of total portfolio investments at fair value)
|
|
|
$
|
361,709
|
|
$
|
360,548
|
|
|||
|
|
|
|
|
|
|
||||||
|
Total Investments
|
|
|
|
$
|
364,809
|
|
$
|
363,654
|
|
||
|
Portfolio Company (1)
|
Business Description
|
Type of Investment (1)
|
Principal (5)
|
Cost (5)
|
Fair Value
|
||||||
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (2)
|
|||||||||||
|
ABG Intermediate Holdings 2, LLC (6)
|
Trademark Licensing of Clothing
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - June 28, 2019)
|
$
|
1,500
|
|
$
|
1,492
|
|
$
|
1,496
|
|
|
Allflex Holdings III Inc. (6) (11)
|
Manufacturer of Livestock Identification Products
|
LIBOR Plus 7.00% (Floor 1%), Current Coupon 8.00%, Secured Debt (Maturity - July 19, 2021)
|
950
|
|
969
|
|
964
|
|
|||
|
Ameritech College Operations, LLC (8) (10)
|
For-Profit Nursing and Healthcare College
|
18% Secured Debt (Maturity - March 9, 2017)
|
750
|
|
750
|
|
750
|
|
|||
|
AMF Bowling Centers, Inc. (6)
|
Bowling Alley Operator
|
LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity - June 29, 2018)
|
988
|
|
959
|
|
995
|
|
|||
|
Ancile Solutions, Inc. (6)
|
Provider of eLearning Solutions
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - July 15, 2018)
|
1,234
|
|
1,224
|
|
1,234
|
|
|||
|
Answers Corporation (6) (9)
|
Consumer Internet Search Services Provider
|
LIBOR Plus 5.50% (Floor 1%), Current Coupon 6.50%, Secured Debt (Maturity - December 20, 2018)
|
1,500
|
|
1,485
|
|
1,485
|
|
|||
|
Apria Healthcare Group, Inc. (6)
|
Home Healthcare Equipment
|
LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity - April 6, 2020)
|
995
|
|
995
|
|
1,000
|
|
|||
|
Artel, LLC (6) (9)
|
Land-Based and Commercial Satellite Provider
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - November 27, 2017)
|
1,188
|
|
1,152
|
|
1,170
|
|
|||
|
Atkins Nutritionals Holdings II, Inc. (6)
|
Weight Management Food Products
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - January 2, 2019)
|
993
|
|
983
|
|
1,005
|
|
|||
|
BBTS Borrower LP (6)
|
Oil & Gas Exploration and Midstream Services
|
LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity - June 4, 2019)
|
1,489
|
|
1,482
|
|
1,503
|
|
|||
|
Blackhawk Specialty Tools LLC (6)
|
Oilfield Equipment & Services
|
LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity - August 1, 2019)
|
1,500
|
|
1,500
|
|
1,496
|
|
|||
|
Bluestem Brands, Inc. (6)
|
Multi-Channel Retailer of General Merchandise
|
LIBOR Plus 6.50% (Floor 1%), Current Coupon 7.50%, Secured Debt (Maturity - December 6, 2018)
|
1,000
|
|
980
|
|
990
|
|
|||
|
California Healthcare Medical Billing, Inc. (8) (10)
|
Outsourced Billing & Revenue Cycle Management
|
12% Secured Debt, (Maturity - October 17, 2015)
|
750
|
|
750
|
|
750
|
|
|||
|
CDC Software Corporation (6)
|
Enterprise Application Software
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - August 6, 2018)
|
743
|
|
737
|
|
749
|
|
|||
|
Cedar Bay Generation Company LP (6)
|
Coal-Fired Cogeneration Plant
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - April 23, 2020)
|
885
|
|
876
|
|
892
|
|
|||
|
Collective Brands Finance, Inc. (6)
|
Specialty Footwear Retailer
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - October 19, 2019)
|
496
|
|
496
|
|
499
|
|
|||
|
e-Rewards, Inc. (6)
|
Provider of Digital Data Collection
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - October 29, 2018)
|
1,000
|
|
980
|
|
994
|
|
|||
|
Excelitas Technologies Corp. (6)
|
Lighting and Sensor Components
|
LIBOR Plus 5.00% (Floor 1%), Current Coupon 6.00%, Secured Debt (Maturity - November 2, 2020)
|
989
|
|
980
|
|
997
|
|
|||
|
Fender Musical Instruments Corporation (6)
|
Manufacturer of Musical Instruments
|
LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity - April 3, 2019)
|
448
|
|
443
|
|
455
|
|
|||
|
FishNet Security, Inc. (6)
|
Information Technology Value-Added Reseller
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - November 30, 2017)
|
1,980
|
|
1,963
|
|
1,989
|
|
|||
|
Fram Group Holdings, Inc. (6) (9)
|
Manufacturer of Automotive Maintenance Products
|
LIBOR Plus 5.00% (Floor 1.50%), Current Coupon 6.50%, Secured Debt (Maturity - July 31, 2017)
|
1,500
|
|
1,489
|
|
1,489
|
|
|||
|
Getty Images, Inc. (6)
|
Digital Photography and Video Content Marketplace
|
LIBOR Plus 3.50% (Floor 1.25%), Current Coupon 4.75%, Secured Debt (Maturity - October 18, 2019)
|
997
|
|
895
|
|
933
|
|
|||
|
Golden Nugget, Inc. (6)
|
Hotels & Casinos in Las Vegas and Louisiana
|
LIBOR Plus 4.50% (Floor 1%), Current Coupon 5.50%, Secured Debt (Maturity - November 21, 2019)
|
700
|
|
693
|
|
712
|
|
|||
|
iEnergizer Limited (6) (7) (9)
|
Provider of Business Outsourcing Solutions
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - May 1, 2019)
|
1,437
|
|
1,413
|
|
1,417
|
|
|||
|
Inn of the Mountain Gods Resort and Casino
|
Hotel & Casino
|
9.25% Secured Bond (Maturity - November 30, 2020)
|
1,000
|
|
955
|
|
968
|
|
|||
|
Ipreo Holdings LLC (6) (9)
|
Application Software for Capital Markets
|
LIBOR Plus 4.00% (Floor 1%), Current Coupon 5.00%, Secured Debt (Maturity - August 5, 2017)
|
732
|
|
732
|
|
743
|
|
|||
|
Jackson Hewitt Tax Service Inc. (6)
|
Tax Preparation Services
|
LIBOR Plus 8.50% (Floor 1.50%), Current Coupon 10.00%, Secured Debt (Maturity - October 16, 2017)
|
1,000
|
|
1,000
|
|
995
|
|
|||
|
Joernes Healthcare, LLC (6)
|
Health Care Equipment & Supplies
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - March 28, 2018)
|
993
|
|
984
|
|
973
|
|
|||
|
Keypoint Government Solutions, Inc. (6)
|
Pre-Employment Screening Services
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - November 13, 2017)
|
920
|
|
915
|
|
910
|
|
|||
|
Larchmont Resources, LLC (6)
|
Oil & Gas Exploration & Production
|
LIBOR Plus 7.25% (Floor 1.25%), Current Coupon 8.50%, Secured Debt (Maturity - August 7, 2019)
|
746
|
|
750
|
|
760
|
|
|||
|
Learning Care Group (US) No. 2 Inc. (6)
|
Provider of Early Childhood Education
|
LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - May 8, 2019)
|
998
|
|
988
|
|
1,004
|
|
|||
|
LJ Host Merger Sub, Inc. (6) (9)
|
Managed Services and Hosting Provider
|
LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - December 13, 2019)
|
1,000
|
|
990
|
|
995
|
|
|||
|
|
|
LIBOR Plus 8.75% (Floor 1.25%), Current Coupon 10.00%, Secured Debt (Maturity - December 11, 2020)
(11)
|
500
|
|
490
|
|
498
|
|
|||
|
|
|
|
|
1,480
|
|
1,493
|
|
||||
|
MAH Merger Corporation (6)
|
Sports-Themed Casual Dining Chain
|
LIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity - July 19, 2019)
|
1,500
|
|
1,500
|
|
1,493
|
|
|||
|
MediMedia USA, Inc. (6)
|
Provider of Health Care Media and Marketing
|
LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity - November 20, 2018)
|
995
|
|
967
|
|
973
|
|
|||
|
MedSolutions Holdings, Inc. (6)
|
Specialty Benefit Management
|
LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity - July 8, 2019)
|
975
|
|
966
|
|
974
|
|
|||
|
Mitel US Holdings, Inc. (6)
|
Manufacturer of Battery Components
|
LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity - December 19, 2019)
|
893
|
|
884
|
|
896
|
|
|||
|
MP Assets Corporation (6)
|
Manufacturer of Battery Components
|
LIBOR Plus 4.50% (Floor 1%), Current Coupon 5.50%, Secured Debt (Maturity - December 19, 2019)
|
1,000
|
|
990
|
|
998
|
|
|||
|
National Vision, Inc. (6)
|
Discount Optical Retailer
|
LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.00%, Secured Debt (Maturity - August 2, 2018)
|
730
|
|
721
|
|
732
|
|
|||
|
Neenah Foundry Company (6)
|
Operator of Iron Foundries
|
LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity - August 26, 2017)
|
12
|
|
12
|
|
12
|
|
|||
|
NRC US Holding Company LLC (6)
|
Environmental Services Provider
|
LIBOR Plus 4.50% (Floor 1%), Current Coupon 5.50%, Secured Debt (Maturity - July 30, 2019)
|
975
|
|
970
|
|
977
|
|
|||
|
Orbitz Worldwide, Inc. (6) (7)
|
Online Travel Agent
|
LIBOR Plus 4.75% (Floor 1%), Current Coupon 5.75%, Secured Debt (Maturity - March 25, 2019)
|
498
|
|
498
|
|
500
|
|
|||
|
Panolam Industries International, Inc. (6)
|
Decorative Laminate Manufacturer
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - August 23, 2017)
|
905
|
|
897
|
|
875
|
|
|||
|
Permian Holdings, Inc.
|
Storage Tank Manufacturer
|
10.50% Secured Bond (Maturity - January 15, 2018)
|
910
|
|
888
|
|
896
|
|
|||
|
Pitney Bowes Management Services Inc. (6)
|
Provider of Document Management Services
|
LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity - October 1, 2019)
|
998
|
|
988
|
|
1,005
|
|
|||
|
Polyconcept Financial B.V. (6)
|
Promotional Products to Corporations and Consumers
|
LIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - June 28, 2019)
|
975
|
|
966
|
|
979
|
|
|||
|
Ravago Holdings America, Inc. (6) (9)
|
Polymers Distributor
|
LIBOR Plus 4.50% (Floor 1%), Current Coupon 5.50%, Secured Debt (Maturity - December 20, 2020)
|
1,250
|
|
1,238
|
|
1,253
|
|
|||
|
Relativity Media, LLC
|
Full-scale Film and Television Production and Distribution
|
10.00% Secured Debt (Maturity - May 30, 2015)
|
1,976
|
|
1,976
|
|
1,976
|
|
|||
|
SCE Partners, LLC (6)
|
Hotel & Casino Operator
|
LIBOR Plus 7.25% (Floor 1%), Current Coupon 8.25%, Secured Debt (Maturity - August 14, 2019)
|
1,000
|
|
990
|
|
930
|
|
|||
|
Sotera Defense Solutions, Inc. (6)
|
Defense Industry Intelligence Services
|
LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity - April 21, 2017)
|
944
|
|
913
|
|
849
|
|
|||
|
Sutherland Global Services, Inc. (6)
|
Business Process Outsourcing Provider
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - March 6, 2019)
|
963
|
|
945
|
|
965
|
|
|||
|
Synagro Infrastructure Company, Inc. (6)
|
Waste Management Services
|
LIBOR Plus 5.25% (Floor 1%), Current Coupon 6.25%, Secured Debt (Maturity - August 22, 2020)
|
998
|
|
978
|
|
989
|
|
|||
|
TeleGuam Holdings, LLC (6)
|
Cable and Telecom Services Provider
|
LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity - December 10, 2018)
|
499
|
|
499
|
|
498
|
|
|||
|
|
|
LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity - June 10, 2019)
(11)
|
1,000
|
|
1,006
|
|
1,005
|
|
|||
|
|
|
|
|
1,505
|
|
1,503
|
|
||||
|
Tervita Corporation (6) (7)
|
Oil and Gas Environmental Services
|
LIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - May 15, 2018)
|
996
|
|
990
|
|
1,002
|
|
|||
|
The Topps Company, Inc. (6)
|
Trading Cards & Confectionary
|
LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - October 2, 2018)
|
1,000
|
|
990
|
|
1,003
|
|
|||
|
Therakos, Inc. (6)
|
Immune System Disease Treatment
|
LIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity - December 27, 2017)
|
1,489
|
|
1,460
|
|
1,494
|
|
|||
|
ThermaSys Corporation (6)
|
Manufacturer of Industrial Heat Exchanges
|
LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity - May 3, 2019)
|
1,500
|
|
1,482
|
|
1,489
|
|
|||
|
Totes Isotoner Corporation (6)
|
Weather Accessory Retail
|
LIBOR Plus 5.75% (Floor 1.50%), Current Coupon 7.25%, Secured Debt (Maturity - July 7, 2017)
|
944
|
|
952
|
|
949
|
|
|||
|
Travel Leaders Group, LLC (6)
|
Travel Agency Network Provider
|
LIBOR Plus 6.00% (Floor 1%), Current Coupon 7.00%, Secured Debt (Maturity - December 5, 2018)
|
1,500
|
|
1,470
|
|
1,481
|
|
|||
|
Universal Fiber Systems, LLC (6)
|
Manufacturer of Synthetic Fibers
|
LIBOR Plus 5.75% (Floor 1.75%), Current Coupon 7.50%, Secured Debt (Maturity - June 26, 2015)
|
1,699
|
|
1,678
|
|
1,707
|
|
|||
|
Vantage Oncology, LLC
|
Outpatient Radiation Oncology Treatment Centers
|
9.50% Secured Bond (Maturity - August 7, 2017)
|
1,000
|
|
1,000
|
|
1,030
|
|
|||
|
Visant Corporation (6) (10)
|
School Affinity Stores
|
LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity - December 22, 2016)
|
691
|
|
691
|
|
683
|
|
|||
|
Vision Solutions, Inc. (6)
|
Provider of Information Availability Software
|
LIBOR Plus 4.50% (Floor 1.50%), Current Coupon 6.00%, Secured Debt (Maturity - July 23, 2016)
|
1,000
|
|
990
|
|
1,004
|
|
|||
|
Walker & Dunlop Inc. (6) (7) (9)
|
Real Estate Financial Services
|
LIBOR Plus 4.50% (Floor 1%), Current Coupon 5.50%, Secured Debt (Maturity - December 20, 2020)
|
750
|
|
743
|
|
746
|
|
|||
|
YP Holdings LLC (6)
|
Online and Offline Advertising Operator
|
LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity - June 4, 2018)
|
700
|
|
682
|
|
709
|
|
|||
|
Total Non-Control/Non-Affiliate Investments (2) (3) (4) (100% of total Portfolio Investments at fair value)
|
|
$
|
66,410
|
|
$
|
66,882
|
|
||||
|
(1)
|
See Note 3 -
Fair Value Hierarchy for Investments
for summary geographic location of portfolio companies
|
|
(2)
|
Non-Control/Non-Affiliate investments are defined by the Investment Company Act of 1940, as amended (the “1940 Act”) as investments that are neither Control investments nor Affiliate investments.
|
|
(3)
|
Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. As of December 31, 2013, the Company did not own any Control investments
|
|
(4)
|
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned, or an investment in an investment company’s investment adviser, and the investments are not classified as Control investments. As of December 31, 2013, the Company did not own any Affiliate investments.
|
|
(5)
|
Principal is net of payments. Cost represents amortized cost which is net of repayments and adjusted for the amortization of premiums and/or accretion of discounts, as applicable.
|
|
(6)
|
Index based floating interest rate is subject to contractual minimum interest rates.
|
|
(7)
|
The investment is not a qualifying asset under the 1940 Act. A business development company (“BDC”) may not acquire any asset other than qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC's total assets.
|
|
(8)
|
Lower middle market investment.
|
|
(9)
|
Investment is under contract to purchase and met trade date accounting criteria as of December 31, 2013. Settlement occurred after December 31, 2013. See Note 2 for summary of
Security Transactions.
|
|
(10)
|
Investment serviced by Main Street Partners pursuant to the Servicing Agreement. See Note 2 for summary of
Investment Classification.
|
|
(11)
|
Second lien secured debt investment.
|
|
•
|
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 inputs other than quoted prices in active markets, which are either directly or indirectly observable for essentially the full term of the investment. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in non-active markets (for example, thinly traded public companies), pricing models whose inputs are observable for substantially the full term of the investment, and pricing models whose inputs are derived principally from or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.
|
|
•
|
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Such information may be the result of consensus pricing information or broker quotes for which sufficient observable inputs were not available.
|
|
•
|
Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;
|
|
•
|
Current and projected financial condition of the portfolio company;
|
|
•
|
Current and projected ability of the portfolio company to service its debt obligations;
|
|
•
|
Type and amount of collateral, if any, underlying the investment;
|
|
•
|
Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio, and net debt/EBITDA ratio) applicable to the investment;
|
|
•
|
Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);
|
|
•
|
Pending debt or capital restructuring of the portfolio company;
|
|
•
|
Projected operating results of the portfolio company;
|
|
•
|
Current information regarding any offers to purchase the investment;
|
|
•
|
Current ability of the portfolio company to raise any additional financing as needed;
|
|
•
|
Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
|
|
•
|
Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;
|
|
•
|
Qualitative assessment of key management;
|
|
•
|
Contractual rights, obligations or restrictions associated with the investment;
|
|
•
|
Third party pricing for securities with limited observability of inputs determining the pricing; and
|
|
•
|
Other factors deemed relevant.
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
First lien secured debt investment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
309,109
|
|
|
$
|
309,109
|
|
|
Second lien secured debt investment
|
—
|
|
|
—
|
|
|
52,595
|
|
|
52,595
|
|
||||
|
LMM equity investment
|
—
|
|
|
—
|
|
|
1,950
|
|
|
1,950
|
|
||||
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
363,654
|
|
|
$
|
363,654
|
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
First lien secured debt investment
|
$
|
—
|
|
|
$
|
4,728
|
|
|
$
|
59,686
|
|
|
$
|
64,414
|
|
|
Second lien secured debt investment
|
—
|
|
|
—
|
|
|
2,468
|
|
|
2,468
|
|
||||
|
Total
|
$
|
—
|
|
|
$
|
4,728
|
|
|
$
|
62,154
|
|
|
$
|
66,882
|
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
LMM portfolio investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,882
|
|
|
$
|
10,882
|
|
|
Private Loan investments
|
—
|
|
|
—
|
|
|
31,747
|
|
|
31,747
|
|
||||
|
Private placement investments
|
—
|
|
|
—
|
|
|
321,025
|
|
|
321,025
|
|
||||
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
363,654
|
|
|
$
|
363,654
|
|
|
|
Fair Value Measurements
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
LMM portfolio investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
Private Loan investments
|
—
|
|
|
—
|
|
|
2,906
|
|
|
2,906
|
|
||||
|
Private placement investments
|
—
|
|
|
4,728
|
|
|
57,748
|
|
|
62,476
|
|
||||
|
Total
|
$
|
—
|
|
|
$
|
4,728
|
|
|
$
|
62,154
|
|
|
$
|
66,882
|
|
|
|
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable Input
|
|
Range
|
|
Weighted
Average
|
||
|
LMM equity investments
|
$
|
1,950
|
|
|
Market Approach
|
|
EBITDA Multiples for
Recent Transactions
(1)
|
|
4.3x - 8.2x
|
|
5.3x
|
|
|
|
|
|
|
|
|
|
|
|
||
|
LMM debt portfolio investments
|
$
|
8,932
|
|
|
Discounted Cash Flows
|
|
Expected Principal Recovery
|
|
N/A
|
|
100.0%
|
|
|
|
|
|
|
|
Risk Adjusted Discount Rate
|
|
8% - 18%
|
|
11.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Private Loan investments
|
$
|
11,415
|
|
|
Market Approach
|
|
Third Party Quotes
|
|
100% - 102%
|
|
100.7%
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Private Loan investments
|
$
|
20,332
|
|
|
Market Approach
|
|
Recent Transactions
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Private placement investments
|
$
|
321,025
|
|
|
Market Approach
|
|
Third Party Quotes
|
|
90% - 103%
|
|
99.0%
|
|
|
$
|
363,654
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
Valuation
Technique
|
|
Significant Unobservable Input
|
|
Range
|
|
Weighted
Average
|
||
|
LMM debt portfolio investments
|
$
|
1,500
|
|
|
Discounted Cash Flows
|
|
Expected Principal Recovery
|
|
N/A
|
|
100.0%
|
|
|
|
|
|
|
|
Risk Adjusted Discount Factor
|
|
12% - 18%
|
|
15.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Private Loan investments
|
$
|
2,906
|
|
|
Market Approach
|
|
Third Party Quotes
|
|
99% - 100%
|
|
99.8%
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Private placement investments
|
$
|
57,748
|
|
|
Market Approach
|
|
Third Party Quotes
|
|
88% - 103%
|
|
99.7%
|
|
|
$
|
62,154
|
|
|
|
|
|
|
|
|
|
|
Type of Investment
|
January 1, 2014 Fair Value
|
|
Transfers Into Level 3 Hierarchy
|
|
Payment-in-Kind Interest Accrual
|
|
New
Investments
|
|
Sales/ Repayments
|
|
Net Unrealized
Appreciation
(Depreciation) (1)
|
|
Net Realized Gain (Loss)
|
|
September 30, 2014 Fair Value
|
||||||||||||||||
|
LMM Equity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,950
|
|
|
LMM Debt
|
1,500
|
|
|
—
|
|
|
—
|
|
|
7,453
|
|
|
(40
|
)
|
|
19
|
|
|
—
|
|
|
8,932
|
|
||||||||
|
Private Loans
|
2,906
|
|
|
—
|
|
|
144
|
|
|
28,582
|
|
|
(20
|
)
|
|
135
|
|
|
—
|
|
|
31,747
|
|
||||||||
|
Private Placement
|
57,748
|
|
|
4,728
|
|
|
—
|
|
|
331,722
|
|
|
(71,608
|
)
|
|
(1,781
|
)
|
|
216
|
|
|
321,025
|
|
||||||||
|
Total
|
$
|
62,154
|
|
|
$
|
4,728
|
|
|
$
|
144
|
|
|
$
|
369,707
|
|
|
$
|
(71,668
|
)
|
|
$
|
(1,627
|
)
|
|
$
|
216
|
|
|
$
|
363,654
|
|
|
|
Investments at Cost
|
|
Cost Percentage of Total Portfolio
|
|
Investments at Fair Value
|
|
Fair Value
Percentage of
Total Portfolio
|
||||||
|
First lien secured debt investments
|
$
|
310,285
|
|
|
85.1
|
%
|
|
$
|
309,109
|
|
|
85.0
|
%
|
|
Second lien secured debt investments
|
52,574
|
|
|
14.4
|
%
|
|
52,595
|
|
|
14.5
|
%
|
||
|
LMM equity investments
|
1,950
|
|
|
0.5
|
%
|
|
1,950
|
|
|
0.5
|
%
|
||
|
Total
|
$
|
364,809
|
|
|
100.0
|
%
|
|
$
|
363,654
|
|
|
100.0
|
%
|
|
|
Investments at Cost
|
|
Cost Percentage of Total Portfolio
|
|
Investments at Fair Value
|
|
Fair Value
Percentage of
Total Portfolio
|
||||||
|
First lien secured debt investments
|
$
|
63,945
|
|
|
96.3
|
%
|
|
$
|
64,414
|
|
|
96.3
|
%
|
|
Second lien secured debt investments
|
2,465
|
|
|
3.7
|
%
|
|
2,468
|
|
|
3.7
|
%
|
||
|
Total
|
$
|
66,410
|
|
|
100.0
|
%
|
|
$
|
66,882
|
|
|
100.0
|
%
|
|
|
Investments at Cost
|
|
Cost Percentage of Total Portfolio
|
|
Investments at Fair Value
|
|
Fair Value
Percentage of
Total Portfolio
|
||||||
|
Northeast
|
$
|
91,995
|
|
|
25.2
|
%
|
|
$
|
91,640
|
|
|
25.2
|
%
|
|
Southeast
|
71,656
|
|
|
19.6
|
%
|
|
71,724
|
|
|
19.7
|
%
|
||
|
West
|
67,183
|
|
|
18.5
|
%
|
|
66,727
|
|
|
18.3
|
%
|
||
|
Southwest
|
66,190
|
|
|
18.1
|
%
|
|
65,677
|
|
|
18.1
|
%
|
||
|
Midwest
|
52,919
|
|
|
14.5
|
%
|
|
53,152
|
|
|
14.6
|
%
|
||
|
Non-United States
|
14,866
|
|
|
4.1
|
%
|
|
14,734
|
|
|
4.1
|
%
|
||
|
Total
|
$
|
364,809
|
|
|
100.0
|
%
|
|
$
|
363,654
|
|
|
100.0
|
%
|
|
|
Investments at Cost
|
|
Cost Percentage of Total Portfolio
|
|
Investments at Fair Value
|
|
Fair Value
Percentage of
Total Portfolio
|
||||||
|
Northeast
|
$
|
20,459
|
|
|
30.8
|
%
|
|
$
|
20,611
|
|
|
30.8
|
%
|
|
Southwest
|
9,545
|
|
|
14.4
|
%
|
|
9,645
|
|
|
14.4
|
%
|
||
|
West
|
9,254
|
|
|
13.9
|
%
|
|
9,358
|
|
|
14.0
|
%
|
||
|
Southeast
|
11,674
|
|
|
17.6
|
%
|
|
11,771
|
|
|
17.6
|
%
|
||
|
Midwest
|
11,569
|
|
|
17.4
|
%
|
|
11,575
|
|
|
17.3
|
%
|
||
|
Non-United States
|
3,909
|
|
|
5.9
|
%
|
|
3,922
|
|
|
5.9
|
%
|
||
|
Total
|
$
|
66,410
|
|
|
100.0
|
%
|
|
$
|
66,882
|
|
|
100.0
|
%
|
|
Cost:
|
September 30, 2014
|
|
December 31, 2013
|
|
|
|
Media
|
12.0
|
%
|
|
6.7
|
%
|
|
Hotels, Restaurants, and Leisure
|
9.4
|
%
|
|
5.4
|
%
|
|
IT Services
|
9.5
|
%
|
|
11.2
|
%
|
|
Electronic Equipment, Instruments & Components
|
6.0
|
%
|
|
3.0
|
%
|
|
Health Care Providers and Services
|
5.5
|
%
|
|
5.6
|
%
|
|
Internet Software and Services
|
4.8
|
%
|
|
5.9
|
%
|
|
Oil, Gas, and Consumable Fuels
|
4.8
|
%
|
|
4.7
|
%
|
|
Auto Components
|
3.7
|
%
|
|
2.2
|
%
|
|
Energy Equipment and Services
|
3.5
|
%
|
|
3.7
|
%
|
|
Specialty Retail
|
3.3
|
%
|
|
6.6
|
%
|
|
Software
|
3.1
|
%
|
|
3.7
|
%
|
|
Chemicals
|
2.9
|
%
|
|
1.9
|
%
|
|
Food Products
|
2.3
|
%
|
|
1.5
|
%
|
|
Construction and Engineering
|
2.0
|
%
|
|
—
|
%
|
|
Diversified Consumer Services
|
2.2
|
%
|
|
4.1
|
%
|
|
Marine
|
2.2
|
%
|
|
—
|
%
|
|
Distributors
|
2.1
|
%
|
|
—
|
%
|
|
Tobacco
|
2.1
|
%
|
|
—
|
%
|
|
Household Products
|
2.0
|
%
|
|
—
|
%
|
|
Aerospace and Defense
|
1.9
|
%
|
|
1.7
|
%
|
|
Textiles, Apparel, & Luxury Goods
|
1.6
|
%
|
|
4.0
|
%
|
|
Automobiles
|
1.6
|
%
|
|
—
|
%
|
|
Leisure Equipment and Products
|
1.6
|
%
|
|
2.2
|
%
|
|
Professional Services
|
1.5
|
%
|
|
2.8
|
%
|
|
Healthcare Technology
|
1.4
|
%
|
|
—
|
%
|
|
Health Care Equipment and Supplies
|
1.2
|
%
|
|
1.5
|
%
|
|
Commercial Services and Supplies
|
1.1
|
%
|
|
2.9
|
%
|
|
Pharmaceuticals
|
1.0
|
%
|
|
—
|
%
|
|
Air Freight & Logistics
|
0.9
|
%
|
|
—
|
%
|
|
Containers and Packaging
|
0.6
|
%
|
|
—
|
%
|
|
Diversified Telecommunication Services
|
0.5
|
%
|
|
—
|
%
|
|
Internet and Catalog Retail
|
0.4
|
%
|
|
2.2
|
%
|
|
Electric Utilities
|
0.4
|
%
|
|
1.3
|
%
|
|
Life Sciences Tools and Services
|
0.4
|
%
|
|
2.2
|
%
|
|
Food & Staples Retailing
|
0.3
|
%
|
|
1.5
|
%
|
|
Metals and Mining
|
0.2
|
%
|
|
1.4
|
%
|
|
Advertising
|
—
|
%
|
|
1.0
|
%
|
|
Communications Equipment
|
—
|
%
|
|
1.3
|
%
|
|
Data Processing and Outsourced Services
|
—
|
%
|
|
2.2
|
%
|
|
Electrical Equipment
|
—
|
%
|
|
2.2
|
%
|
|
Restaurants
|
—
|
%
|
|
2.3
|
%
|
|
Thrifts & Mortgage Finance
|
—
|
%
|
|
1.1
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
Fair Value:
|
September 30, 2014
|
|
December 31, 2013
|
|
|
|
Media
|
12.0
|
%
|
|
6.7
|
%
|
|
Hotels, Restaurants, and Leisure
|
9.4
|
%
|
|
5.4
|
%
|
|
IT Services
|
9.4
|
%
|
|
11.3
|
%
|
|
Electronic Equipment, Instruments & Components
|
6.0
|
%
|
|
3.0
|
%
|
|
Health Care Providers and Services
|
5.5
|
%
|
|
5.6
|
%
|
|
Internet Software and Services
|
4.8
|
%
|
|
5.9
|
%
|
|
Oil, Gas, and Consumable Fuels
|
4.8
|
%
|
|
4.7
|
%
|
|
Auto Components
|
3.7
|
%
|
|
2.2
|
%
|
|
Energy Equipment and Services
|
3.5
|
%
|
|
3.8
|
%
|
|
Specialty Retail
|
3.2
|
%
|
|
6.6
|
%
|
|
Software
|
3.1
|
%
|
|
3.7
|
%
|
|
Chemicals
|
2.9
|
%
|
|
1.9
|
%
|
|
Food Products
|
2.3
|
%
|
|
1.4
|
%
|
|
Construction and Engineering
|
2.0
|
%
|
|
—
|
%
|
|
Diversified Consumer Services
|
2.2
|
%
|
|
4.1
|
%
|
|
Marine
|
2.2
|
%
|
|
—
|
%
|
|
Distributors
|
2.1
|
%
|
|
—
|
%
|
|
Tobacco
|
2.1
|
%
|
|
—
|
%
|
|
Household Products
|
2.0
|
%
|
|
—
|
%
|
|
Aerospace and Defense
|
1.9
|
%
|
|
1.7
|
%
|
|
Textiles, Apparel, & Luxury Goods
|
1.6
|
%
|
|
4.0
|
%
|
|
Automobiles
|
1.6
|
%
|
|
—
|
%
|
|
Leisure Equipment and Products
|
1.6
|
%
|
|
2.2
|
%
|
|
Professional Services
|
1.5
|
%
|
|
2.7
|
%
|
|
Healthcare Technology
|
1.4
|
%
|
|
—
|
%
|
|
Health Care Equipment and Supplies
|
1.2
|
%
|
|
1.5
|
%
|
|
Commercial Services and Supplies
|
1.1
|
%
|
|
2.9
|
%
|
|
Pharmaceuticals
|
1.0
|
%
|
|
—
|
%
|
|
Air Freight & Logistics
|
0.9
|
%
|
|
—
|
%
|
|
Containers and Packaging
|
0.7
|
%
|
|
—
|
%
|
|
Diversified Telecommunication Services
|
0.5
|
%
|
|
—
|
%
|
|
Internet and Catalog Retail
|
0.5
|
%
|
|
2.2
|
%
|
|
Electric Utilities
|
0.4
|
%
|
|
1.3
|
%
|
|
Life Sciences Tools and Services
|
0.4
|
%
|
|
2.2
|
%
|
|
Food & Staples Retailing
|
0.3
|
%
|
|
1.5
|
%
|
|
Metals and Mining
|
0.2
|
%
|
|
1.3
|
%
|
|
Advertising
|
—
|
%
|
|
1.1
|
%
|
|
Communications Equipment
|
—
|
%
|
|
1.3
|
%
|
|
Data Processing and Outsourced Services
|
—
|
%
|
|
2.2
|
%
|
|
Electrical Equipment
|
—
|
%
|
|
2.2
|
%
|
|
Restaurants
|
—
|
%
|
|
2.3
|
%
|
|
Thrifts & Mortgage Finance
|
—
|
%
|
|
1.1
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
Per Share Data:
|
Nine Months Ended
September 30, 2014 |
|
Year Ended December 31, 2013
|
||||
|
|
|
|
|
||||
|
Net asset value at beginning of period
|
$
|
8.91
|
|
|
$
|
8.86
|
|
|
|
|
|
|
||||
|
Net realized income
(1)(2)
|
0.52
|
|
|
0.65
|
|
||
|
Net unrealized appreciation (depreciation)
(1) (2)
|
(0.13
|
)
|
|
0.16
|
|
||
|
Net increase in net assets resulting from operations
|
0.39
|
|
|
0.81
|
|
||
|
|
|
|
|
||||
|
Stockholder distributions from net investment income
(1) (3)
|
(0.51
|
)
|
|
(0.64
|
)
|
||
|
Stockholder distributions from net realized gains
(1) (3)
|
(0.01
|
)
|
|
(0.01
|
)
|
||
|
Stockholder distributions from other sources
(1) (3)
|
—
|
|
|
(0.05
|
)
|
||
|
Net decrease in net assets resulting from stockholder distributions
|
(0.52
|
)
|
|
(0.70
|
)
|
||
|
|
|
|
|
||||
|
Issuance of common stock above net asset value
(4),
net of offering costs
(1)
|
0.01
|
|
|
(0.06
|
)
|
||
|
Net increase (decrease) in net assets resulting from capital share transactions
|
0.01
|
|
|
(0.06
|
)
|
||
|
Net asset value at end of the period
|
$
|
8.79
|
|
|
$
|
8.91
|
|
|
|
|
|
|
||||
|
Shares outstanding at end of period
|
21,866,601
|
|
|
5,396,967
|
|
||
|
Weighted average shares outstanding
|
12,528,035
|
|
|
2,648,689
|
|
||
|
(1)
|
Based on weighted average number of shares of common stock outstanding for the period.
|
|
(2)
|
Change in net realized income and net unrealized appreciation (depreciation) from investments can change significantly from period to period.
|
|
(3)
|
The stockholder distributions represent the stockholder distributions declared for the period.
|
|
(4)
|
The continuous issuance of shares of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the weighted average shares of common stock outstanding for the period.
|
|
|
Nine Months Ended
September 30, 2014 |
|
Year Ended December 31, 2013
|
||||
|
|
(in thousands, except percentages)
|
||||||
|
Net asset value at end of period
|
$
|
192,138
|
|
|
$
|
48,077
|
|
|
Average net assets
|
$
|
113,238
|
|
|
$
|
24,864
|
|
|
Average Credit Facility borrowings
|
$
|
66,591
|
|
|
$
|
9,660
|
|
|
|
|
|
|
||||
|
Ratios to average net assets:
|
|
|
|
||||
|
Ratio of total expenses to average net assets
(1)
|
3.69
|
%
|
|
4.23
|
%
|
||
|
Ratio of total expenses, excluding interest expense, to average net assets
(1)
|
2.05
|
%
|
|
2.55
|
%
|
||
|
Ratio of net investment income to average net assets
|
5.60
|
%
|
|
6.86
|
%
|
||
|
|
|
|
|
||||
|
Portfolio turnover ratio
|
34.91
|
%
|
|
49.37
|
%
|
||
|
|
|
|
|
||||
|
Total return
(2)
|
4.49
|
%
|
|
8.47
|
%
|
||
|
(1)
|
For the
nine months ended
September 30, 2014
, the Advisers waived base management fees of approximately
$1.7 million
, capital gains incentive fees of approximately
$0
, administrative services expenses of approximately
$1.1 million
and committed to make an expense support payment to the Company of
$328,000
. For the year ended
December 31, 2013
, the Advisers waived base management fees of approximately
$779,000
, capital gains incentive fees of approximately
$5,000
, administrative services expenses of approximately
$1 million
, and made an expense support payment to the Company of $153,000. The ratio is calculated by reducing the expenses to reflect the waiver of expenses and reimbursement of administrative services and to reflect the reduction of expenses for expense support provided by the Adviser in both periods presented. See Note 9-
Related Party Transactions and Arrangements
for further discussion of fee waivers and expense support provided by the Advisers.
|
|
(2)
|
Total return is calculated on the change in net asset value per share and stockholder distributions declared per share over the reporting period.
|
|
|
Distributions
|
||||||
|
For the Period Ended
|
Per Share
|
|
Amount
|
||||
|
Three months ended September 30, 2014
|
$
|
0.17
|
|
|
$
|
3,234
|
|
|
Three months ended June 30, 2014
|
$
|
0.18
|
|
|
$
|
2,049
|
|
|
Three months ended March 31, 2014
|
$
|
0.17
|
|
|
$
|
1,276
|
|
|
|
Distributions
|
||||||
|
For the Period Ended
|
Per Share
|
|
Amount
|
||||
|
Three months ended September 30, 2013
|
$
|
0.17
|
|
|
$
|
513
|
|
|
Three months ended June 30, 2013
|
$
|
0.18
|
|
|
$
|
356
|
|
|
Three months ended March 31, 2013
|
$
|
0.17
|
|
|
$
|
243
|
|
|
|
Nine Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2013
|
||||||||||
|
Source of Distribution
|
Distribution
Amount
|
|
Percentage
|
|
Distribution
Amount
|
|
Percentage
|
||||||
|
Net realized income from operations (net of waiver of base management and incentive fees)
|
$
|
4,556
|
|
|
69
|
%
|
|
$
|
430
|
|
|
39
|
%
|
|
Waiver of base management and incentive fees
|
1,675
|
|
|
26
|
%
|
|
470
|
|
|
42
|
%
|
||
|
Expense support from Adviser
|
328
|
|
|
5
|
%
|
|
—
|
|
|
—
|
%
|
||
|
Other sources
|
—
|
|
|
—
|
%
|
|
212
|
|
|
19
|
%
|
||
|
Total
|
$
|
6,559
|
|
|
100
|
%
|
|
$
|
1,112
|
|
|
100
|
%
|
|
Supplemental Disclosure of Cash Flow Information
|
|
Nine Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2013
|
||||
|
Interest Paid
|
|
$
|
1,517
|
|
|
$
|
182
|
|
|
Taxes Paid
|
|
$
|
1
|
|
|
$
|
6
|
|
|
|
|
|
|
|
||||
|
Supplemental Disclosure of Non-Cash Flow Information
|
|
|
|
|
|
|
||
|
Stockholder distributions declared and unpaid
|
|
$
|
1,196
|
|
|
$
|
186
|
|
|
Stockholder distributions reinvested
|
|
$
|
2,581
|
|
|
$
|
221
|
|
|
Change in unpaid deferred offering costs
|
|
$
|
(696
|
)
|
|
$
|
892
|
|
|
Unpaid deferred financing costs
|
|
$
|
22
|
|
|
$
|
—
|
|
|
Period Ended
|
Amount of Fee Waivers and Expense Support Payments (in thousands)
(1)
|
Expiration of the Advisers’ Right to Receive Reimbursement of Previously Waived Fees and Expense Support Payments
(2)
|
Amount of Administrative Expense Waivers (in thousands)
(3)
|
Operating Expense Ratio as of the Date of the Fee Waivers
(4)
|
Annualized Distribution Rate as of the Date of the Fee Waivers
(5)
|
|
June 30, 2012
|
$49
|
June 30, 2015
|
$25
|
1.35%
|
7.00%
|
|
September 30, 2012
|
$152
|
September 30, 2015
|
$129
|
1.97%
|
7.00%
|
|
December 31, 2012
|
$157
|
December 31, 2015
|
$284
|
2.96%
|
7.00%
|
|
March 31, 2013
|
$84
|
March 31, 2016
|
$233
|
1.86%
|
7.00%
|
|
June 30, 2013
|
$118
|
June 30, 2016
|
$222
|
1.36%
|
7.00%
|
|
September 30, 2013
|
$268
|
September 30, 2016
|
$234
|
1.22%
|
7.00%
|
|
December 31, 2013
|
$467
|
December 31, 2016
|
$329
|
0.49%
|
7.00%
|
|
March 31, 2014
|
$303
|
March 31, 2017
|
$329
|
1.28%
|
7.00%
|
|
June 30, 2014
|
$551
|
June 30, 2017
|
$385
|
1.28%
|
7.00%
|
|
September 30, 2014
|
$1,149
|
September 30, 2017
|
$371
|
1.23%
|
7.00%
|
|
(1)
|
Fees waived pursuant to the Conditional Fee Waiver Agreement and Expense Support Payments pursuant to the 2013 and 2014 Expense Reimbursement Agreements.
|
|
(2)
|
Subject to the approval of the Company’s board of directors, in future periods, previously waived fees may be paid to the Advisers, if the Company’s cumulative net increase in net assets resulting from operations exceeds the amount of cumulative distributions paid to stockholders. The previously waived fees are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of each respective fee waiver. Additionally, the reimbursement of the fees waived under the Conditional Fee Waiver Agreement are subordinate to the reimbursement of the Expense Support Payments made pursuant to the 2013 and 2014 Expense Reimbursement Agreements. To date, none of the previously waived fees and Expense Support Payments have been approved for reimbursement by the Company’s board of directors.
|
|
(3)
|
The Advisers have agreed to permanently waive reimbursement by the Company of administrative expenses through December 31, 2014. The administrative expenses are waived on a quarterly basis and are not eligible for future reimbursement from the Company to the Advisers.
|
|
(4)
|
The “Operating Expense Ratio” is calculated on a quarterly basis as a percentage of average net assets and includes all expenses borne by the Company, except for base management and incentive fees and administrative expenses waived by the Advisers and organizational and offering expenses. For the quarter ended December 31, 2013, expenses have been reduced by
$153,000
, the amount of the Expense Support Payment received in 2013 from the Adviser. As noted above, no Expense Support Payment had been recognized by the Company for the quarters ended March 31, 2014 and June 30, 2014. For the quarter ended
September 30, 2014
, expenses have been reduced by
$328,000
, which Expense Support Payment was received from the Adviser on October 30, 2014.
|
|
(5)
|
“Annualized Distribution Rate” equals $0.00191781 per share, per day (which represents an annualized distribution yield of 7% based on our current public offering price of $10.00 per share, if it were maintained every day for a twelve-month period). “Annualized Distribution Rate” does not include the special stock dividend paid to stockholders on September 14, 2012.
|
|
|
|
Incurred
|
|
Incurred
|
|
Unpaid as of
|
||||||||||||||||||
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||
|
Type and Recipient
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
||||||||||||||
|
Base Management Fees (1) - the Adviser, Sub-Adviser
|
|
$
|
821
|
|
|
$
|
—
|
|
|
$
|
1,674
|
|
|
$
|
—
|
|
|
$
|
821
|
|
|
$
|
—
|
|
|
Incentive Fees on Income (1) - the Adviser, Sub-Adviser
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Capital Gains Incentive Fee (1) - the Adviser, Sub-Adviser
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Offering Costs - the Adviser, Sub-Adviser
|
|
650
|
|
|
251
|
|
|
1,752
|
|
|
1,213
|
|
|
2,994
|
|
|
3,690
|
|
||||||
|
Payable to (Receivable from) Adviser for Expense Support (2)
|
|
(328
|
)
|
|
—
|
|
|
(328
|
)
|
|
—
|
|
|
(328
|
)
|
|
67
|
|
||||||
|
Other (3) - the Adviser
|
|
116
|
|
|
41
|
|
|
343
|
|
|
229
|
|
|
(29
|
)
|
|
20
|
|
||||||
|
Selling Commissions - Dealer Manager
|
|
4,489
|
|
|
578
|
|
|
9,997
|
|
|
1,206
|
|
|
—
|
|
|
(5
|
)
|
||||||
|
Dealer Manager Fee - Dealer Manager
|
|
2,105
|
|
|
267
|
|
|
4,802
|
|
|
586
|
|
|
3
|
|
|
(1
|
)
|
||||||
|
Due to Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,461
|
|
|
$
|
3,771
|
|
||||
|
(1)
|
Net of amounts waived by the Adviser and Sub-Adviser.
|
|
(2)
|
Pursuant to the 2013 Expense Reimbursement Agreement, the Adviser made a payment of $220,000 to the Company in December 2013, based upon estimates of Company's operating expenses. Upon finalization of Company's financial statements, the Company determined that the 2013 Expense Support Payment was $67,000 higher than required for the Company to achieve the Operating Expense Objective for 2013, as defined in the 2013 Expense Reimbursement Agreement. As of December 31, 2013, the Company owed the Adviser $67,000 for this overpayment, which was made in the first quarter of 2014. As discussed above, expense support of $
328,000
has been recognized and accrued in the
three and nine months ended
September 30, 2014
. This amount was received by the Company on October 30, 2014.
|
|
(3)
|
Includes amounts the Adviser paid on behalf of the Company such as general and administrative services expenses.
|
|
•
|
our future operating results;
|
|
•
|
our business prospects and the prospects of our portfolio companies;
|
|
•
|
the impact of the investments that we expect to make;
|
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
|
•
|
our expected financings and investments;
|
|
•
|
the adequacy of our cash resources and working capital; and
|
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies.
|
|
•
|
changes in the economy;
|
|
•
|
risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and
|
|
•
|
future changes in laws or regulations and conditions in our operating areas.
|
|
Ÿ
|
|
corporate and organizational expenses relating to offerings of our common stock, subject to limitations included in the Advisory Agreement;
|
|
Ÿ
|
|
the cost of calculating our net asset value, including the cost of any third-party valuation services;
|
|
Ÿ
|
|
the cost of effecting sales and repurchase of shares of our common stock and other securities;
|
|
Ÿ
|
|
fees payable to third parties relating to, or associated with, monitoring our financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
|
|
Ÿ
|
|
interest payable on debt, if any, incurred to finance our investments;
|
|
Ÿ
|
|
investment advisory fees;
|
|
Ÿ
|
|
transfer agent and custodial fees;
|
|
Ÿ
|
|
fees and expenses associated with marketing efforts;
|
|
Ÿ
|
|
federal and state registration fees;
|
|
Ÿ
|
|
federal, state and local taxes;
|
|
Ÿ
|
|
independent directors’ fees and expenses, including travel expenses;
|
|
Ÿ
|
|
costs of director and stockholder meetings, proxy statements, stockholders’ reports and notices;
|
|
Ÿ
|
|
cost of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
|
|
Ÿ
|
|
direct costs such as printing of stockholder reports and advertising or sales materials, mailing, long distance telephone, and staff;
|
|
Ÿ
|
|
fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002, amended, the 1940 Act, and applicable federal and state securities laws;
|
|
Ÿ
|
|
costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;
|
|
Ÿ
|
|
brokerage commissions for our investments;
|
|
Ÿ
|
|
all other expenses incurred by our Advisers, in performing their obligations subject to the limitations included in the Advisory Agreement and Sub-Advisory Agreement; and
|
|
Ÿ
|
|
all other expenses incurred by us or any administrator in connection with administering our business, including payments under any administration agreement that will be based upon our allocable portion of overhead and other expenses incurred by any administrator in performing its obligations under any proposed administration agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief compliance officer and chief financial officer and their respective staffs.
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Cost:
|
LMM
|
|
Private Loan
|
|
Private
Placement
|
|
Total
|
|
LMM
|
|
Private Loan
|
|
Private
Placement
|
|
Total
|
||||||||
|
First lien secured debt
|
73.0
|
%
|
|
90.1
|
%
|
|
85.0
|
%
|
|
85.1
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
96.2
|
%
|
|
96.3
|
%
|
|
Second lien secured debt
|
9.1
|
%
|
|
9.9
|
%
|
|
15.0
|
%
|
|
14.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
Equity
|
18.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Fair Value:
|
LMM
|
|
Private Loan
|
|
Private
Placement
|
|
Total
|
|
LMM
|
|
Private Loan
|
|
Private
Placement
|
|
Total
|
||||||||
|
First lien secured debt
|
73.0
|
%
|
|
89.9
|
%
|
|
84.9
|
%
|
|
85.0
|
%
|
|
100.0
|
%
|
|
100
|
%
|
|
96.2
|
%
|
|
96.3
|
%
|
|
Second lien secured debt
|
9.1
|
%
|
|
10.1
|
%
|
|
15.1
|
%
|
|
14.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
Equity
|
17.9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
September 30, 2014
|
||||||||||||
|
|
Investments at Cost
|
|
Cost Percentage of Total Portfolio
|
|
Investments at
Fair Value
|
|
Fair Value
Percentage of
Total Portfolio
|
||||||
|
Northeast
|
$
|
91,995
|
|
|
25.2
|
%
|
|
$
|
91,640
|
|
|
25.2
|
%
|
|
Southeast
|
71,656
|
|
|
19.6
|
%
|
|
71,724
|
|
|
19.7
|
%
|
||
|
Southwest
|
67,183
|
|
|
18.5
|
%
|
|
66,727
|
|
|
18.3
|
%
|
||
|
West
|
66,190
|
|
|
18.1
|
%
|
|
65,677
|
|
|
18.1
|
%
|
||
|
Midwest
|
52,919
|
|
|
14.5
|
%
|
|
53,152
|
|
|
14.6
|
%
|
||
|
Non-United States
|
14,866
|
|
|
4.1
|
%
|
|
14,734
|
|
|
4.1
|
%
|
||
|
Total
|
$
|
364,809
|
|
|
100.0
|
%
|
|
$
|
363,654
|
|
|
100.0
|
%
|
|
|
December 31, 2013
|
||||||||||||
|
|
Investments at Cost
|
|
Cost Percentage of Total Portfolio
|
|
Investments at
Fair Value
|
|
Fair Value
Percentage of
Total Portfolio
|
||||||
|
Northeast
|
$
|
20,459
|
|
|
30.8
|
%
|
|
$
|
20,611
|
|
|
30.8
|
%
|
|
Southwest
|
9,545
|
|
|
14.4
|
%
|
|
9,645
|
|
|
14.4
|
%
|
||
|
West
|
9,254
|
|
|
13.9
|
%
|
|
9,358
|
|
|
14.0
|
%
|
||
|
Southeast
|
11,674
|
|
|
17.6
|
%
|
|
11,771
|
|
|
17.6
|
%
|
||
|
Midwest
|
11,569
|
|
|
17.4
|
%
|
|
11,575
|
|
|
17.3
|
%
|
||
|
Non-United States
|
3,909
|
|
|
5.9
|
%
|
|
3,922
|
|
|
5.9
|
%
|
||
|
Total
|
$
|
66,410
|
|
|
100.0
|
%
|
|
$
|
66,882
|
|
|
100.0
|
%
|
|
Cost:
|
September 30, 2014
|
|
December 31, 2013
|
|
|
|
Media
|
12.0
|
%
|
|
6.7
|
%
|
|
Hotels, Restaurants, and Leisure
|
9.4
|
%
|
|
5.4
|
%
|
|
IT Services
|
9.5
|
%
|
|
11.2
|
%
|
|
Electronic Equipment, Instruments & Components
|
6.0
|
%
|
|
3.0
|
%
|
|
Health Care Providers and Services
|
5.5
|
%
|
|
5.6
|
%
|
|
Internet Software and Services
|
4.8
|
%
|
|
5.9
|
%
|
|
Oil, Gas, and Consumable Fuels
|
4.8
|
%
|
|
4.7
|
%
|
|
Auto Components
|
3.7
|
%
|
|
2.2
|
%
|
|
Energy Equipment and Services
|
3.5
|
%
|
|
3.7
|
%
|
|
Specialty Retail
|
3.3
|
%
|
|
6.6
|
%
|
|
Software
|
3.1
|
%
|
|
3.7
|
%
|
|
Chemicals
|
2.9
|
%
|
|
1.9
|
%
|
|
Food Products
|
2.3
|
%
|
|
1.5
|
%
|
|
Construction and Engineering
|
2.0
|
%
|
|
—
|
%
|
|
Diversified Consumer Services
|
2.2
|
%
|
|
4.1
|
%
|
|
Marine
|
2.2
|
%
|
|
—
|
%
|
|
Distributors
|
2.1
|
%
|
|
—
|
%
|
|
Tobacco
|
2.1
|
%
|
|
—
|
%
|
|
Household Products
|
2.0
|
%
|
|
—
|
%
|
|
Aerospace and Defense
|
1.9
|
%
|
|
1.7
|
%
|
|
Textiles, Apparel, & Luxury Goods
|
1.6
|
%
|
|
4.0
|
%
|
|
Automobiles
|
1.6
|
%
|
|
—
|
%
|
|
Leisure Equipment and Products
|
1.6
|
%
|
|
2.2
|
%
|
|
Professional Services
|
1.5
|
%
|
|
2.8
|
%
|
|
Healthcare Technology
|
1.4
|
%
|
|
—
|
%
|
|
Health Care Equipment and Supplies
|
1.2
|
%
|
|
1.5
|
%
|
|
Commercial Services and Supplies
|
1.1
|
%
|
|
2.9
|
%
|
|
Pharmaceuticals
|
1.0
|
%
|
|
—
|
%
|
|
Air Freight & Logistics
|
0.9
|
%
|
|
—
|
%
|
|
Containers and Packaging
|
0.6
|
%
|
|
—
|
%
|
|
Diversified Telecommunication Services
|
0.5
|
%
|
|
—
|
%
|
|
Internet and Catalog Retail
|
0.4
|
%
|
|
2.2
|
%
|
|
Electric Utilities
|
0.4
|
%
|
|
1.3
|
%
|
|
Life Sciences Tools and Services
|
0.4
|
%
|
|
2.2
|
%
|
|
Food & Staples Retailing
|
0.3
|
%
|
|
1.5
|
%
|
|
Metals and Mining
|
0.2
|
%
|
|
1.4
|
%
|
|
Advertising
|
—
|
%
|
|
1.0
|
%
|
|
Communications Equipment
|
—
|
%
|
|
1.3
|
%
|
|
Data Processing and Outsourced Services
|
—
|
%
|
|
2.2
|
%
|
|
Electrical Equipment
|
—
|
%
|
|
2.2
|
%
|
|
Restaurants
|
—
|
%
|
|
2.3
|
%
|
|
Thrifts & Mortgage Finance
|
—
|
%
|
|
1.1
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
Fair Value:
|
September 30, 2014
|
|
December 31, 2013
|
|
|
|
Media
|
12.0
|
%
|
|
6.7
|
%
|
|
Hotels, Restaurants, and Leisure
|
9.4
|
%
|
|
5.4
|
%
|
|
IT Services
|
9.4
|
%
|
|
11.3
|
%
|
|
Electronic Equipment, Instruments & Components
|
6.0
|
%
|
|
3.0
|
%
|
|
Health Care Providers and Services
|
5.5
|
%
|
|
5.6
|
%
|
|
Internet Software and Services
|
4.8
|
%
|
|
5.9
|
%
|
|
Oil, Gas, and Consumable Fuels
|
4.8
|
%
|
|
4.7
|
%
|
|
Auto Components
|
3.7
|
%
|
|
2.2
|
%
|
|
Energy Equipment and Services
|
3.5
|
%
|
|
3.8
|
%
|
|
Specialty Retail
|
3.2
|
%
|
|
6.6
|
%
|
|
Software
|
3.1
|
%
|
|
3.7
|
%
|
|
Chemicals
|
2.9
|
%
|
|
1.9
|
%
|
|
Food Products
|
2.3
|
%
|
|
1.4
|
%
|
|
Construction and Engineering
|
2.0
|
%
|
|
—
|
%
|
|
Diversified Consumer Services
|
2.2
|
%
|
|
4.1
|
%
|
|
Marine
|
2.2
|
%
|
|
—
|
%
|
|
Distributors
|
2.1
|
%
|
|
—
|
%
|
|
Tobacco
|
2.1
|
%
|
|
—
|
%
|
|
Household Products
|
2.0
|
%
|
|
—
|
%
|
|
Aerospace and Defense
|
1.9
|
%
|
|
1.7
|
%
|
|
Textiles, Apparel, & Luxury Goods
|
1.6
|
%
|
|
4.0
|
%
|
|
Automobiles
|
1.6
|
%
|
|
—
|
%
|
|
Leisure Equipment and Products
|
1.6
|
%
|
|
2.2
|
%
|
|
Professional Services
|
1.5
|
%
|
|
2.7
|
%
|
|
Healthcare Technology
|
1.4
|
%
|
|
—
|
%
|
|
Health Care Equipment and Supplies
|
1.2
|
%
|
|
1.5
|
%
|
|
Commercial Services and Supplies
|
1.1
|
%
|
|
2.9
|
%
|
|
Pharmaceuticals
|
1.0
|
%
|
|
—
|
%
|
|
Air Freight & Logistics
|
0.9
|
%
|
|
—
|
%
|
|
Containers and Packaging
|
0.7
|
%
|
|
—
|
%
|
|
Diversified Telecommunication Services
|
0.5
|
%
|
|
—
|
%
|
|
Internet and Catalog Retail
|
0.5
|
%
|
|
2.2
|
%
|
|
Electric Utilities
|
0.4
|
%
|
|
1.3
|
%
|
|
Life Sciences Tools and Services
|
0.4
|
%
|
|
2.2
|
%
|
|
Food & Staples Retailing
|
0.3
|
%
|
|
1.5
|
%
|
|
Metals and Mining
|
0.2
|
%
|
|
1.3
|
%
|
|
Advertising
|
—
|
%
|
|
1.1
|
%
|
|
Communications Equipment
|
—
|
%
|
|
1.3
|
%
|
|
Data Processing and Outsourced Services
|
—
|
%
|
|
2.2
|
%
|
|
Electrical Equipment
|
—
|
%
|
|
2.2
|
%
|
|
Restaurants
|
—
|
%
|
|
2.3
|
%
|
|
Thrifts & Mortgage Finance
|
—
|
%
|
|
1.1
|
%
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
▪
|
75
debt investments in
73
private-placement portfolio companies with an aggregate fair value of approximately
$321.0 million
and a cost basis of approximately
$322.3 million
. The private placement portfolio had a weighted average annual effective yield of approximately
7.5%
and
84.9%
of the investments were secured by first priority liens. Further,
89.6%
of the private placement investments contain variable rates though a majority of the investments with variable rates are subject to contractual minimum LIBOR interest rates between
100 and 150
basis points.
|
|
▪
|
Seven
debt investments in
six
Private Loan portfolio companies with an aggregate fair value of approximately
$31.7 million
and a cost basis of approximately
$31.7 million
. The Private Loan portfolio had a weighted average annual effective yield of approximately
9.9%
and
89.9%
of the investments were secured by first priority liens. Further,
67.2%
of the Private Loan investments contain variable rates though a majority of the investments with variable rates are subject to contractual minimum LIBOR interest rates between
100 and 150
basis points.
|
|
▪
|
Seven
debt investments in
six
LMM portfolio companies with an aggregate fair value and cost basis of approximately
$8.9 million
. The LMM investments had a weighted average annual effective yield of approximately
12.1%
, and
89.0%
were secured by first priority liens.
|
|
▪
|
Three
equity investments in
three
LMM portfolio companies with an aggregate fair value and cost basis of $
2.0 million
.
|
|
▪
|
Overall, our investment portfolio had a weighted average effective yield of approximately
7.8%
, and
85.0%
of the investments were secured by first-priority liens.
|
|
•
|
Investment Rating 1 represents a LMM portfolio company that is performing in a manner which significantly exceeds expectations.
|
|
•
|
Investment Rating 2 represents a LMM portfolio company that, in general, is performing above expectations.
|
|
•
|
Investment Rating 3 represents a LMM portfolio company that is generally performing in accordance with expectations.
|
|
•
|
Investment Rating 4 represents a LMM portfolio company that is underperforming expectations, requiring increased monitoring and scrutiny by us.
|
|
•
|
Investment Rating 5 represents a LMM portfolio company that is significantly underperforming, requiring heightened levels of monitoring and scrutiny by us and involves the recognition of significant unrealized depreciation on such investment.
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||
|
Investment Rating
|
Investments at Fair Value
|
|
Percentage of Total Portfolio
|
|
Investments at Fair Value
|
|
Percentage of Total Portfolio
|
||||||
|
1
|
$
|
—
|
|
|
—
|
|
|
$
|
750
|
|
|
50.0
|
%
|
|
2
|
750
|
|
|
6.9
|
%
|
|
750
|
|
|
50.0
|
%
|
||
|
3
|
9,382
|
|
|
86.2
|
%
|
|
—
|
|
|
—
|
|
||
|
4
|
750
|
|
|
6.9
|
%
|
|
—
|
|
|
—
|
|
||
|
5
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Totals
|
$
|
10,882
|
|
|
100.0
|
%
|
|
$
|
1,500
|
|
|
100.0
|
%
|
|
|
Distributions
|
||||||
|
For the Period Ended
|
Per Share
|
|
Amount
|
||||
|
Three months ended September 30, 2014
|
$
|
0.17
|
|
|
$
|
3,234
|
|
|
Three months ended June 30, 2014
|
$
|
0.18
|
|
|
$
|
2,049
|
|
|
Three months ended March 31, 2014
|
$
|
0.17
|
|
|
$
|
1,276
|
|
|
|
Distributions
|
||||||
|
For the Period Ended
|
Per Share
|
|
Amount
|
||||
|
Three months ended September 30, 2013
|
$
|
0.17
|
|
|
$
|
513
|
|
|
Three months ended June 30, 2013
|
$
|
0.18
|
|
|
$
|
356
|
|
|
Three months ended March 31, 2013
|
$
|
0.17
|
|
|
$
|
243
|
|
|
|
Payments Due By Period (dollars in thousands)
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
||||||||||
|
Syndicated Credit Facility
(1)
|
$
|
62,864
|
|
|
$
|
—
|
|
|
$
|
62,864
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
HMS Funding Facility
(2)
|
$
|
79,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,000
|
|
|
$
|
—
|
|
|
(1)
|
At
September 30, 2014
,
$42.1 million
remained available under our Syndicated Credit Facility.
|
|
(2)
|
At
September 30, 2014
,
$21.0 million
remained available under our HMS Funding Facility.
|
|
Exhibit No.
|
|
Description
|
|
|
3.1
|
|
|
Articles of Amendment and Restatement (filed as Exhibit (a)(2) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-178548), filed on May 31, 2012 and incorporated herein by reference).
|
|
3.2
|
|
|
Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Annual Report on Form 10-K, filed on March 27, 2013 and incorporated herein by reference).
|
|
10.1
|
|
|
Third Amendment to Expense Support and Conditional Reimbursement Agreement, dated September 30, 2014, by and between Registrant and HMS Adviser LP (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed September 30, 2014 and incorporated herein by reference).
|
|
10.2
|
|
|
Second Amendment to Senior Secured Revolving Credit Agreement, dated as of September 22, 2014, by and among Registrant, as Borrower, the financial institutions party thereto as Lenders, and Capital One National Association, as Lead Arranger, Sole Book Runner and Administrative Agent, and HMS Equity Holding, LLC as Guarantor (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed September 22, 2014 and incorporated herein by reference).
|
|
10.3
|
|
|
Amendment No. 1 to the Loan Financing and Servicing Agreement, dated as of June 2, 2014, by and among HMS Funding I, LLC, as Borrower, Registrant, as Equity Holder and Servicer, the financial institutions party thereto as Lenders, and Deutsche Bank AG, New York Branch, as Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2014 and incorporated herein by reference).
|
|
31.1
|
|
|
Certification of Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
31.2
|
|
|
Certification of Chief Financial Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
32.1
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HMS INCOME FUND, INC.
|
|
|
|
|
|
|
|
Date:
|
November 13, 2014
|
By:
|
/s/ SHERRI W. SCHUGART
|
|
|
|
|
Sherri W. Schugart
|
|
|
|
|
Chairperson, Chief Executive Officer and President
|
|
|
|
|
|
|
Date:
|
November 13, 2014
|
By:
|
/s/ RYAN T. SIMS
|
|
|
|
|
Ryan T. Sims
|
|
|
|
|
Chief Financial Officer and Secretary
|
|
Exhibit No.
|
|
Description
|
|
|
3.1
|
|
|
Articles of Amendment and Restatement (filed as Exhibit (a)(2) to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-178548), filed on May 31, 2012 and incorporated herein by reference).
|
|
3.2
|
|
|
Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Annual Report on Form 10-K, filed on March 27, 2013 and incorporated herein by reference).
|
|
10.1
|
|
|
Third Amendment to Expense Support and Conditional Reimbursement Agreement, dated September 30, 2014, by and between Registrant and HMS Adviser LP (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed September 30, 2014 and incorporated herein by reference).
|
|
10.2
|
|
|
Second Amendment to Senior Secured Revolving Credit Agreement, dated as of September 22, 2014, by and among Registrant, as Borrower, the financial institutions party thereto as Lenders, and Capital One National Association, as Lead Arranger, Sole Book Runner and Administrative Agent, and HMS Equity Holding, LLC as Guarantor (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed September 22, 2014 and incorporated herein by reference).
|
|
10.3
|
|
|
Amendment No. 1 to the Loan Financing and Servicing Agreement, dated as of June 2, 2014, by and among HMS Funding I, LLC, as Borrower, Registrant, as Equity Holder and Servicer, the financial institutions party thereto as Lenders, and Deutsche Bank AG, New York Branch, as Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2014 and incorporated herein by reference).
|
|
31.1
|
|
|
Certification of Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
31.2
|
|
|
Certification of Chief Financial Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
|
|
32.1
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith).
|
|
|
|
|
|
|
|
|
|
|
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 |
|---|