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Price
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarter Ended March 31, 2014
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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43-2048643
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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10 East 40th Street
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44th Floor
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New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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(212) 448-0702
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(Registrant’s telephone number, including area code)
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Page
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March 31, 2014
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June 30, 2013
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||||
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(Unaudited)
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(Audited)
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||||
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Assets
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Investments at fair value:
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Control investments (amortized cost of $1,655,363 and $830,151, respectively)
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$
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1,559,214
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$
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811,634
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Affiliate investments (amortized cost of $31,979 and $49,189, respectively)
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31,799
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42,443
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Non-control/non-affiliate investments (amortized cost of $4,424,017 and $3,376,438, respectively)
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4,415,190
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3,318,775
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Total investments at fair value (amortized cost of $6,111,359 and $4,255,778, respectively)
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6,006,203
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4,172,852
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Cash and cash equivalents
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274,968
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203,236
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Receivables for:
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||||
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Interest, net
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21,092
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22,863
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Other
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2,964
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4,397
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Prepaid expenses
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693
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|
540
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Deferred financing costs
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46,942
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44,329
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Total Assets
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6,352,862
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4,448,217
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||||
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Liabilities
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Revolving Credit Facility (Notes 4 and 8)
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729,000
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124,000
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Senior Convertible Notes (Notes 5 and 8)
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847,500
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847,500
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||
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Senior Unsecured Notes (Notes 6 and 8)
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347,858
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|
347,725
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||
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Prospect Capital InterNotes
®
(Notes 7 and 8)
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767,644
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|
363,777
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||
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Due to broker
|
—
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|
|
43,588
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|
||
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Dividends payable
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36,810
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|
|
27,299
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|
||
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Due to Prospect Administration (Note 12)
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1,875
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|
|
1,366
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|
||
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Due to Prospect Capital Management (Note 12)
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26,736
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|
|
5,324
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|
||
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Accrued expenses
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3,636
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|
2,345
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||
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Interest payable
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22,772
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24,384
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Other liabilities
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7,655
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4,415
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Total Liabilities
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2,791,486
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1,791,723
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Net Assets
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$
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3,561,376
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$
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2,656,494
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Components of Net Assets
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Common stock, par value $0.001 per share (500,000,000 common shares authorized; 333,499,861 and 247,836,965 issued and outstanding, respectively) (Note 9)
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$
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333
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$
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248
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Paid-in capital in excess of par (Note 9)
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3,687,173
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2,739,864
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Undistributed net investment income
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60,284
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77,084
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Accumulated realized losses on investments
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(81,258
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)
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(77,776
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)
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Unrealized depreciation on investments
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(105,156
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)
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(82,926
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)
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Net Assets
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$
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3,561,376
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$
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2,656,494
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Net Asset Value Per Share (Note 15)
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$
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10.68
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$
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10.72
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Three Months Ended March 31,
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Nine Months Ended March 31,
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||||||||||||
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2014
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2013
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2014
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2013
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||||||||
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Investment Income
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Interest income:
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Control investments
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$
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38,129
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$
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26,598
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$
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107,848
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$
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77,756
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Affiliate investments
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727
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1,599
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3,622
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4,944
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||||
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Non-control/non-affiliate investments
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85,811
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58,187
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243,343
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161,727
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||||
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CLO fund securities
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31,709
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23,228
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87,087
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60,361
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||||
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Total interest income
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156,376
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109,612
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441,900
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304,788
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Dividend income:
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||||||||
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Control investments
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7,575
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75
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23,527
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65,042
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||||
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Non-control/non-affiliate investments
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—
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—
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12
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3,185
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|
||||
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Money market funds
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15
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8
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32
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19
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|
||||
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Total dividend income
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7,590
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|
83
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23,571
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68,246
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|
||||
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Other income: (Note 10)
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|
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|
||||||||
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Control investments
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12,431
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2,656
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39,580
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7,753
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|
||||
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Affiliate investments
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5
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5
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12
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618
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|
||||
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Non-control/non-affiliate investments
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13,925
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7,839
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24,388
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28,461
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|
||||
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Total other income
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26,361
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10,500
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63,980
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36,832
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|
||||
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Total Investment Income
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190,327
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|
120,195
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|
529,451
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|
409,866
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|
||||
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|
||||||||
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Operating Expenses
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|
||||||||
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Investment advisory fees:
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|
||||||||
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Base management fee (Note 12)
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28,709
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18,966
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76,829
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|
48,500
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|
||||
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Income incentive fee (Note 12)
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24,631
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|
14,896
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|
68,269
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|
|
58,207
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|
||||
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Total investment advisory fees
|
53,340
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|
33,862
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|
|
145,098
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|
|
106,707
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|
||||
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Interest and credit facility expenses
|
31,747
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|
|
20,854
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|
|
88,410
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|
|
50,779
|
|
||||
|
Legal fees
|
306
|
|
|
395
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|
|
483
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|
|
1,652
|
|
||||
|
Valuation services
|
490
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|
|
420
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|
|
1,378
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|
|
1,167
|
|
||||
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Audit, compliance and tax related fees
|
336
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|
|
200
|
|
|
1,704
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|
|
1,010
|
|
||||
|
Allocation of overhead from Prospect Administration (Note 12)
|
3,986
|
|
|
2,957
|
|
|
11,958
|
|
|
7,280
|
|
||||
|
Insurance expense
|
90
|
|
|
88
|
|
|
273
|
|
|
259
|
|
||||
|
Directors’ fees
|
81
|
|
|
75
|
|
|
231
|
|
|
225
|
|
||||
|
Excise tax
|
1,000
|
|
|
1,000
|
|
|
3,000
|
|
|
5,500
|
|
||||
|
Other general and administrative expenses
|
428
|
|
|
759
|
|
|
3,841
|
|
|
2,459
|
|
||||
|
Total Operating Expenses
|
91,804
|
|
|
60,610
|
|
|
256,376
|
|
|
177,038
|
|
||||
|
Net Investment Income
|
98,523
|
|
|
59,585
|
|
|
273,075
|
|
|
232,828
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net realized loss on investments (Note 3)
|
(1,600
|
)
|
|
(6,014
|
)
|
|
(3,482
|
)
|
|
(12,362
|
)
|
||||
|
Net change in unrealized depreciation on investments (Note 3)
|
(14,822
|
)
|
|
(9,142
|
)
|
|
(22,230
|
)
|
|
(82,299
|
)
|
||||
|
Net Increase in Net Assets Resulting from Operations
|
$
|
82,101
|
|
|
$
|
44,429
|
|
|
$
|
247,363
|
|
|
$
|
138,167
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net increase in net assets resulting from operations per share
|
$
|
0.26
|
|
|
$
|
0.20
|
|
|
$
|
0.86
|
|
|
$
|
0.71
|
|
|
Dividends declared per share
|
$
|
(0.33
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.99
|
)
|
|
$
|
(0.95
|
)
|
|
|
Nine Months Ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Operations
|
|
|
|
|
|
||
|
Net investment income
|
$
|
273,075
|
|
|
$
|
232,828
|
|
|
Net realized loss on investments
|
(3,482
|
)
|
|
(12,362
|
)
|
||
|
Net change in unrealized depreciation on investments
|
(22,230
|
)
|
|
(82,299
|
)
|
||
|
Net Increase in Net Assets Resulting from Operations
|
247,363
|
|
|
138,167
|
|
||
|
|
|
|
|
||||
|
Dividends to Shareholders
|
|
|
|
||||
|
Distribution of net investment income
|
(289,875
|
)
|
|
(190,308
|
)
|
||
|
Distribution of return of capital
|
—
|
|
|
—
|
|
||
|
Net Decrease in Net Assets Resulting from Dividends to Shareholders
|
(289,875
|
)
|
|
(190,308
|
)
|
||
|
|
|
|
|
||||
|
Common Stock Transactions
|
|
|
|
||||
|
Issuance of common stock, net of underwriting costs
|
890,331
|
|
|
1,025,937
|
|
||
|
Less: Offering costs from issuance of common stock
|
(1,187
|
)
|
|
(1,570
|
)
|
||
|
Value of shares issued to acquire controlled investments
|
45,914
|
|
|
59,251
|
|
||
|
Value of shares issued through reinvestment of dividends
|
12,336
|
|
|
12,137
|
|
||
|
Net Increase in Net Assets Resulting from Common Stock Transactions
|
947,394
|
|
|
1,095,755
|
|
||
|
|
|
|
|
||||
|
Total Increase in Net Assets
|
904,882
|
|
|
1,043,614
|
|
||
|
Net assets at beginning of period
|
2,656,494
|
|
|
1,511,974
|
|
||
|
Net Assets at End of Period
|
$
|
3,561,376
|
|
|
$
|
2,555,588
|
|
|
|
|
|
|
||||
|
Common Stock Activity
|
|
|
|
||||
|
Shares sold
|
80,343,264
|
|
|
92,408,899
|
|
||
|
Shares issued to acquire controlled investments
|
4,224,636
|
|
|
5,507,381
|
|
||
|
Shares issued through reinvestment of dividends
|
1,094,996
|
|
|
1,077,887
|
|
||
|
Total shares issued due to common stock activity
|
85,662,896
|
|
|
98,994,167
|
|
||
|
Shares issued and outstanding at beginning of period
|
247,836,965
|
|
|
139,633,870
|
|
||
|
Shares Issued and Outstanding at End of Period
|
333,499,861
|
|
|
238,628,037
|
|
||
|
|
Nine Months Ended March 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Operating Activities
|
|
|
|
|
|
||
|
Net increase in net assets resulting from operations
|
$
|
247,363
|
|
|
$
|
138,167
|
|
|
Net realized loss on investments
|
3,482
|
|
|
12,362
|
|
||
|
Net change in unrealized depreciation on investments
|
22,230
|
|
|
82,299
|
|
||
|
Amortization of discounts and premiums, net
|
31,837
|
|
|
(13,624
|
)
|
||
|
Amortization of deferred financing costs
|
7,810
|
|
|
5,878
|
|
||
|
Payment-in-kind interest
|
(13,043
|
)
|
|
(7,025
|
)
|
||
|
Structuring fees
|
(40,064
|
)
|
|
(33,578
|
)
|
||
|
Change in operating assets and liabilities:
|
|
|
|
||||
|
Payments for purchases of investments
|
(2,409,331
|
)
|
|
(2,204,603
|
)
|
||
|
Proceeds from sale of investments and collection of investment principal
|
617,452
|
|
|
609,919
|
|
||
|
Decrease (increase) in interest receivable, net
|
1,771
|
|
|
(4,216
|
)
|
||
|
Decrease in other receivables
|
1,433
|
|
|
320
|
|
||
|
(Increase) decrease in prepaid expenses
|
(153
|
)
|
|
211
|
|
||
|
Decrease in due to broker
|
(43,588
|
)
|
|
(1,572
|
)
|
||
|
Increase in due to Prospect Administration
|
509
|
|
|
674
|
|
||
|
Increase (decrease) in due to Prospect Capital Management
|
21,412
|
|
|
(7,040
|
)
|
||
|
Increase (decrease) in accrued expenses
|
1,291
|
|
|
(366
|
)
|
||
|
(Decrease) increase in interest payable
|
(1,612
|
)
|
|
8,545
|
|
||
|
Increase in other liabilities
|
3,240
|
|
|
5,376
|
|
||
|
Net Cash Used in Operating Activities
|
(1,547,961
|
)
|
|
(1,408,273
|
)
|
||
|
|
|
|
|
||||
|
Financing Activities
|
|
|
|
||||
|
Borrowings under Revolving Credit Facility (Note 4)
|
986,500
|
|
|
99,000
|
|
||
|
Principal payments under Revolving Credit Facility (Note 4)
|
(381,500
|
)
|
|
(195,000
|
)
|
||
|
Issuance of Senior Convertible Notes (Note 5)
|
—
|
|
|
400,000
|
|
||
|
Issuance of Senior Unsecured Notes (Note 6)
|
—
|
|
|
247,682
|
|
||
|
Issuance of Prospect Capital InterNotes® (Note 7)
|
407,208
|
|
|
178,763
|
|
||
|
Redemptions of Prospect Capital InterNotes® (Note 7)
|
(3,341
|
)
|
|
—
|
|
||
|
Amortization of discount on Senior Unsecured Notes (Note 6)
|
133
|
|
|
—
|
|
||
|
Financing costs paid and deferred
|
(10,423
|
)
|
|
(23,591
|
)
|
||
|
Proceeds from issuance of common stock, net of underwriting costs
|
890,331
|
|
|
1,025,937
|
|
||
|
Offering costs from issuance of common stock
|
(1,187
|
)
|
|
(1,570
|
)
|
||
|
Dividends paid
|
(268,028
|
)
|
|
(166,084
|
)
|
||
|
Net Cash Provided by Financing Activities
|
1,619,693
|
|
|
1,565,137
|
|
||
|
|
|
|
|
||||
|
Total Increase in Cash and Cash Equivalents
|
71,732
|
|
|
156,864
|
|
||
|
Cash and cash equivalents at beginning of period
|
203,236
|
|
|
121,194
|
|
||
|
Cash and Cash Equivalents at End of Period
|
$
|
274,968
|
|
|
$
|
278,058
|
|
|
|
|
|
|
||||
|
Supplemental Disclosures
|
|
|
|
||||
|
Cash paid for interest
|
$
|
78,344
|
|
|
$
|
32,757
|
|
|
|
|
|
|
||||
|
Non-Cash Financing Activities
|
|
|
|
||||
|
Value of shares issued through reinvestment of dividends
|
$
|
12,336
|
|
|
$
|
12,137
|
|
|
Value of shares issued to acquire controlled investments
|
$
|
45,914
|
|
|
$
|
59,251
|
|
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(45)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
AMU Holdings, Inc.(27)
|
Pennsylvania / Property Management
|
Senior Secured Term Loan to AIRMALL USA Holdings, Inc. (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 6/30/2015)(3)(4)
|
$
|
27,734
|
|
$
|
27,734
|
|
$
|
27,734
|
|
0.8%
|
|
Senior Subordinated Term Loan to AMU Holdings, Inc. (12.00% plus 6.00% PIK, due 12/31/2015)
|
19,993
|
|
19,993
|
|
19,993
|
|
0.5%
|
|||||
|
Series A Preferred Stock of AMU Holdings, Inc.(9,919.684 shares)
|
|
9,920
|
|
234
|
|
—%
|
||||||
|
Common Stock of AMU Holdings, Inc. (100 shares)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
57,647
|
|
47,961
|
|
1.3%
|
||||
|
APH Property
Holdings, LLC(32) |
Florida /
Real Estate |
Senior Term Loan to APH Property Holdings, LLC (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 10/24/2020)(4)
|
167,162
|
|
167,162
|
|
167,162
|
|
4.7%
|
|||
|
Membership Interest in APH Property Holdings, LLC
|
|
33,304
|
|
35,242
|
|
1.0%
|
||||||
|
|
|
|
|
200,466
|
|
202,404
|
|
5.7%
|
||||
|
ARRM Holdings Inc.(42)
|
South Carolina / Manufacturing
|
Senior Secured Note to Ajax Rolled Ring & Machine, LLC (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 3/30/2018)(4)
|
19,437
|
|
19,437
|
|
18,978
|
|
0.5%
|
|||
|
Series B Preferred Stock of ARRM Holdings Inc. (25,000 shares)
|
|
25,000
|
|
—
|
|
—%
|
||||||
|
Series A Convertible Preferred Stock of ARRM Holdings Inc. (6,142.60 shares)
|
|
6,057
|
|
—
|
|
—%
|
||||||
|
Common Stock of ARRM Holdings Inc. (6.00 shares)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
50,494
|
|
18,978
|
|
0.5%
|
||||
|
AWCNC, LLC(19)
|
North Carolina / Machinery
|
Members Units – Class A (1,800,000 units)
|
|
—
|
|
—
|
|
—%
|
||||
|
Members Units – Class B-1 (1 unit)
|
|
—
|
|
—
|
|
—%
|
||||||
|
Members Units – Class B-2 (7,999,999 units)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
—
|
|
—
|
|
—%
|
||||
|
BXC Holding
Company(20) |
Georgia /
Textiles, Apparel & Luxury Goods |
Senior Secured Term Loan A to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
1,625
|
|
1,621
|
|
1,625
|
|
—%
|
|||
|
Senior Secured Term Loan B to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
4,930
|
|
4,917
|
|
1,712
|
|
0.1%
|
|||||
|
Senior Secured Term Loan C to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
2,389
|
|
2,383
|
|
—
|
|
—%
|
|||||
|
Senior Secured Term Loan to Boxercraft Incorporated (10.00% plus 1.00% PIK, in non-accrual status effective 1/1/2014, due 9/15/2015)
|
8,389
|
|
8,228
|
|
—
|
|
—%
|
|||||
|
Series A Preferred Stock of BXC Holding Company (1,000,000 shares)
|
|
—
|
|
—
|
|
—%
|
||||||
|
Common Stock of BXC Holding Company
(10,000 shares) |
|
—
|
|
—
|
|
—%
|
||||||
|
Warrant (to purchase 15% of all classes of equity of BXC Holding Company, expires 8/31/2022)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
17,149
|
|
3,337
|
|
0.1%
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(45)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
CCPI Holdings Inc.(33)
|
Ohio / Manufacturing
|
Senior Secured Note to CCPI Inc. (10.00%, due 12/31/2017)(3)
|
$
|
17,325
|
|
$
|
17,325
|
|
$
|
17,325
|
|
0.5%
|
|
Senior Secured Note to CCPI Holdings Inc. (12.00% plus 7.00% PIK, due 6/30/2018)
|
8,216
|
|
8,216
|
|
8,216
|
|
0.2%
|
|||||
|
Common Stock of CCPI Holdings Inc. (100 shares)
|
|
8,581
|
|
8,098
|
|
0.2%
|
||||||
|
Net Revenue Interest in CCPI Holdings Inc.
(4% of Net Revenue) |
|
—
|
|
194
|
|
—%
|
||||||
|
|
|
|
|
34,122
|
|
33,833
|
|
0.9%
|
||||
|
CP Holdings
of Delaware LLC(38) |
Oklahoma /
Oil & Gas Production |
Senior Secured Note to CP Energy Services Inc. (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor) plus 9.00% PIK, due 8/2/2018)(4)
|
75,773
|
|
75,773
|
|
75,773
|
|
2.1%
|
|||
|
Senior Secured Note to CP Well Testing Holding Company LLC (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor), due 8/2/2018)(4)
|
22,500
|
|
22,500
|
|
22,500
|
|
0.6%
|
|||||
|
Membership Interest in CP Holdings of Delaware LLC
|
|
15,228
|
|
21,357
|
|
0.6%
|
||||||
|
|
|
|
|
113,501
|
|
119,630
|
|
3.3%
|
||||
|
Credit Central Holdings of Delaware, LLC(22)(34)
|
Ohio /
Consumer Finance |
Senior Secured Revolving Credit Facility to Credit Central Holdings of Delaware, LLC – $60,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 12/31/2022)(4)(25)
|
40,207
|
|
40,207
|
|
40,207
|
|
1.1%
|
|||
|
Membership Interest in Credit Central Holdings of Delaware, LLC
|
|
9,956
|
|
6,591
|
|
0.2%
|
||||||
|
Net Revenue Interest in Credit Central Holdings of Delaware, LLC (5% of Net Revenue)
|
|
—
|
|
1,996
|
|
0.1%
|
||||||
|
|
|
|
|
50,163
|
|
48,794
|
|
1.4%
|
||||
|
Echelon Aviation LLC
|
New York / Aerospace & Defense
|
Senior Secured Revolving Credit Facility to Echelon Aviation LLC – $150,000 Commitment (11.75% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(4)
|
78,521
|
|
78,521
|
|
78,521
|
|
2.2%
|
|||
|
Membership Interest in Echelon Aviation LLC
|
|
14,107
|
|
14,107
|
|
0.4%
|
||||||
|
|
|
|
|
92,628
|
|
92,628
|
|
2.6%
|
||||
|
Energy Solutions Holdings Inc.(8)
|
Texas / Energy
|
Senior Secured Note to Vessel Holdings, LLC (18.00%, due 12/12/2016)
|
3,500
|
|
3,500
|
|
3,500
|
|
0.1%
|
|||
|
Senior Secured Note to Vessel Holdings II, LLC (13.00%, in non-accrual status, due 11/25/2018)
|
13,000
|
|
12,504
|
|
12,504
|
|
0.4%
|
|||||
|
Senior Secured Note to Vessel Holdings III, LLC (13.00%, due 12/3/2018)
|
16,000
|
|
16,000
|
|
16,000
|
|
0.4%
|
|||||
|
Senior Secured Note to Yatesville Coal Holdings, LLC (in non-accrual status effective 1/1/2009, past due)
|
1,449
|
|
1,449
|
|
—
|
|
—%
|
|||||
|
Common Stock of Energy Solutions Holdings Inc. (100 shares)
|
|
8,293
|
|
2,905
|
|
0.1%
|
||||||
|
|
|
|
|
41,746
|
|
34,909
|
|
1.0%
|
||||
|
First Tower Holdings of Delaware LLC(22)(29)
|
Mississippi / Consumer Finance
|
Senior Secured Revolving Credit Facility to First Tower Holdings of Delaware LLC – $400,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 6/30/2022)(4)(25)
|
273,260
|
|
273,260
|
|
273,260
|
|
7.7%
|
|||
|
Membership Interest in First Tower Holdings of Delaware LLC
|
|
44,693
|
|
39,703
|
|
1.1%
|
||||||
|
Net Revenue Interest in First Tower Holdings of Delaware LLC (5% of Net Revenue)
|
|
—
|
|
17,600
|
|
0.5%
|
||||||
|
|
|
|
|
317,953
|
|
330,563
|
|
9.3%
|
||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(45)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Gulf Coast Machine & Supply Company
|
Texas / Manufacturing
|
Senior Secured Term Loan to Gulf Coast Machine & Supply Company (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 10/12/2017)(4)
|
$
|
17,500
|
|
$
|
17,500
|
|
$
|
11,842
|
|
0.3%
|
|
Series A Convertible Preferred Stock of Gulf Coast Machine & Supply Company (99,900 shares)
|
|
25,950
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
43,450
|
|
11,842
|
|
0.3%
|
||||
|
Harbortouch Holdings
of Delaware Inc.(44) |
Pennsylvania / Business Services
|
Senior Secured Term Loan to Harbortouch Payments, LLC (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor), due 9/30/2017)(4)
|
130,796
|
|
130,796
|
|
130,796
|
|
3.7%
|
|||
|
Senior Secured Note to Harbortouch Holdings of Delaware Inc. (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor) plus 6.00% PIK, due 3/31/2019)(4)
|
123,000
|
|
123,000
|
|
123,000
|
|
3.4%
|
|||||
|
Common Stock of Harbortouch Holdings of Delaware Inc. (1 share)
|
|
24,898
|
|
20,100
|
|
0.6%
|
||||||
|
Net Revenue Interest in Harbortouch Holdings of Delaware Inc. (5% of Net Revenue)
|
|
—
|
|
4,798
|
|
0.1%
|
||||||
|
|
|
|
|
278,694
|
|
278,694
|
|
7.8%
|
||||
|
The Healing Staff, Inc.(9)
|
North Carolina / Contracting
|
Secured Promissory Notes to The Healing Staff, Inc. and Vets Securing America, Inc. (joint borrowers) (15.00%, in non-accrual status effective 12/22/2010, past due)
|
1,688
|
|
1,686
|
|
—
|
|
—%
|
|||
|
Senior Demand Note to The Healing Staff, Inc. (15.00%, in non-accrual status effective 11/1/2010, past due)
|
1,170
|
|
1,170
|
|
—
|
|
—%
|
|||||
|
Common Stock of The Healing Staff, Inc.
(1,000 shares) |
|
975
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
3,831
|
|
—
|
|
—%
|
||||
|
Manx Energy, Inc.(12)
|
Kansas /
Oil & Gas Production |
Senior Secured Note to Manx Energy, Inc. (13.00%, in non-accrual status effective 1/19/2010, past due)
|
225
|
|
225
|
|
—
|
|
—%
|
|||
|
Series A-1 Preferred Stock of Manx Energy, Inc. (6,635 shares)
|
|
—
|
|
—
|
|
—%
|
||||||
|
Common Stock of Manx Energy, Inc. (17,082 shares)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
225
|
|
—
|
|
—%
|
||||
|
MITY Holdings
of Delaware Inc.(17) |
Utah /
Durable Consumer Products |
Senior Secured Note to MITY Holdings of Delaware Inc. (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor) plus 9.00% PIK, due 9/19/2019)(4)
|
22,968
|
|
22,968
|
|
22,968
|
|
0.7%
|
|||
|
Senior Secured Note to MITY Enterprises, Inc. (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 3/19/2019)(3)(4)
|
18,250
|
|
18,250
|
|
18,250
|
|
0.5%
|
|||||
|
Common Stock of MITY Holdings of Delaware Inc. (100 shares)
|
|
6,943
|
|
8,165
|
|
0.2%
|
||||||
|
|
|
|
|
48,161
|
|
49,383
|
|
1.4%
|
||||
|
Nationwide Acceptance Holdings LLC(22)(36)
|
Illinois /
Consumer Finance |
Senior Secured Revolving Credit Facility to Nationwide Acceptance Holdings LLC – $30,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 1/31/2023)(4)(25)
|
24,708
|
|
24,708
|
|
24,708
|
|
0.7%
|
|||
|
Membership Interest in Nationwide Acceptance Holdings LLC
|
|
4,443
|
|
4,443
|
|
0.1%
|
||||||
|
Net Revenue Interest in Nationwide Acceptance Holdings LLC (5% of Net Revenue)
|
|
—
|
|
1,601
|
|
0.1%
|
||||||
|
|
|
|
|
29,151
|
|
30,752
|
|
0.9%
|
||||
|
NMMB Holdings, Inc.(24)
|
New York / Media
|
Senior Secured Note to NMMB Acquisition, Inc. (14.00%, due 5/6/2016)
|
10,714
|
|
10,714
|
|
9,715
|
|
0.3%
|
|||
|
Series B Convertible Preferred Stock of NMMB Holdings, Inc. (8,086 shares)
|
|
12,486
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
23,200
|
|
9,715
|
|
0.3%
|
||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(45)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
NPH Property
Holdings, LLC(40) |
Texas /
Real Estate |
Senior Term Loan to NPH Property Holdings, LLC (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 10/24/2020)(4)
|
$
|
104,441
|
|
$
|
104,441
|
|
$
|
104,441
|
|
2.9%
|
|
Membership Interest in NPH Property Holdings, LLC
|
|
21,040
|
|
19,772
|
|
0.6%
|
||||||
|
|
|
|
|
125,481
|
|
124,213
|
|
3.5%
|
||||
|
R-V Industries, Inc.
|
Pennsylvania / Manufacturing
|
Senior Subordinated Note to R-V Industries, Inc. (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 6/12/2018)(3)(4)
|
30,411
|
|
30,411
|
|
30,411
|
|
0.9%
|
|||
|
Common Stock of R-V Industries, Inc. (545,107 shares)
|
|
5,087
|
|
19,551
|
|
0.5%
|
||||||
|
Warrant (to purchase 200,000 shares of Common Stock of R-V Industries, Inc., expires 6/30/2017)
|
|
1,682
|
|
7,174
|
|
0.2%
|
||||||
|
|
|
|
|
37,180
|
|
57,136
|
|
1.6%
|
||||
|
STI Holding, Inc.
(f/k/a Borga, Inc.)(21) |
California / Manufacturing
|
Revolving Line of Credit to Borga, Inc. – $1,150 Commitment (5.00% (PRIME + 1.75%) plus 3.00% default interest, in non-accrual status effective 3/2/2010, past due)(4)(25)
|
1,150
|
|
1,095
|
|
503
|
|
—%
|
|||
|
Senior Secured Term Loan B to Borga, Inc. (8.50% (PRIME + 5.25%) plus 3.00% default interest, in non-accrual status effective 3/2/2010, past due)(4)
|
1,612
|
|
1,501
|
|
—
|
|
—%
|
|||||
|
Senior Secured Term Loan C to Borga, Inc. (12.00% plus 4.00% PIK plus 3.00% default interest, in non-accrual status effective 3/2/2010, past due)
|
10,040
|
|
707
|
|
—
|
|
—%
|
|||||
|
Common Stock of STI Holding, Inc. (100 shares)
|
|
—
|
|
—
|
|
—%
|
||||||
|
Warrant (to purchase 33,750 shares of Common Stock of STI Holding, Inc., expires 5/6/2015)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
3,303
|
|
503
|
|
—%
|
||||
|
UPH Property
Holdings, LLC(41) |
Georgia /
Real Estate |
Senior Term Loan to UPH Property Holdings, LLC (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 10/24/2020)(4)
|
19,027
|
|
19,027
|
|
19,027
|
|
0.5%
|
|||
|
Membership Interest in UPH Property Holdings, LLC
|
|
3,707
|
|
5,392
|
|
0.2%
|
||||||
|
|
|
|
|
22,734
|
|
24,419
|
|
0.7%
|
||||
|
Valley Electric
Holdings I, Inc.(35) |
Washington / Construction & Engineering
|
Senior Secured Note to Valley Electric Holdings I, Inc. (9.00% (LIBOR + 6.00% with 3.00% LIBOR floor) plus 9.00% PIK, due 12/31/2018)(4)
|
36,450
|
|
36,450
|
|
25,199
|
|
0.7%
|
|||
|
Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc. (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2017)(3)(4)
|
10,067
|
|
10,067
|
|
10,067
|
|
0.3%
|
|||||
|
Common Stock of Valley Electric Holdings I, Inc. (100 shares)
|
|
9,526
|
|
—
|
|
—%
|
||||||
|
Net Revenue Interest in Valley Electric Holdings I, Inc. (5% of Net Revenue)
|
|
—
|
|
495
|
|
—%
|
||||||
|
|
|
|
|
56,043
|
|
35,761
|
|
1.0%
|
||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(45)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Wolf Energy
Holdings Inc.(12) |
Kansas /
Oil & Gas Production |
Senior Secured Promissory Note to Wolf Energy, LLC secured by assets formerly owned by H&M (18.00%, in non-accrual status effective 4/15/2013, due 4/15/2018)(37)
|
$
|
22,000
|
|
$
|
—
|
|
$
|
3,529
|
|
0.1%
|
|
Senior Secured Note to Appalachian Energy Holdings, LLC (8.00%, in non-accrual status effective 1/19/2010, past due)
|
2,808
|
|
2,000
|
|
—
|
|
—%
|
|||||
|
Senior Secured Note to Appalachian Energy Holdings, LLC (8.00%, in non-accrual status, past due)
|
55
|
|
50
|
|
6
|
|
—%
|
|||||
|
Senior Secured Note to Coalbed, LLC (8.00%, in non-accrual status effective 1/19/2010, past due)(6)
|
8,424
|
|
5,991
|
|
—
|
|
|
|||||
|
Common Stock of Wolf Energy Holdings Inc.
(100 shares) |
|
—
|
|
—
|
|
—%
|
||||||
|
Net Profits Interest in Wolf Energy, LLC
(8% of Equity Distributions)(7) |
|
—
|
|
224
|
|
—%
|
||||||
|
|
|
|
|
8,041
|
|
3,759
|
|
0.1%
|
||||
|
Total Control Investments
|
|
$
|
1,655,363
|
|
$
|
1,559,214
|
|
43.7%
|
||||
|
Affiliate Investments (5.00% to 24.99% voting control)(46)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||
|
BNN Holdings Corp.
(f/k/a Biotronic NeuroNetwork) |
Michigan / Healthcare
|
Senior Secured Note (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 12/17/2017)(3)(4)
|
29,100
|
|
29,100
|
|
29,100
|
|
0.8%
|
||
|
Series A Preferred Stock (9,925.455 shares)(13)
|
|
2,300
|
|
2,222
|
|
0.1%
|
|||||
|
Series B Preferred Stock (1,753.636 shares)(13)
|
|
579
|
|
477
|
|
—%
|
|||||
|
|
|
|
|
31,979
|
|
31,799
|
|
0.9%
|
|||
|
Total Affiliate Investments
|
|
$
|
31,979
|
|
$
|
31,799
|
|
0.9%
|
|||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Aderant North
America, Inc.(16) |
Georgia /
Software & Computer Services |
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 6/20/2019)(4)
|
$
|
7,000
|
|
$
|
6,910
|
|
$
|
7,000
|
|
0.2%
|
|
|
|
|
|
6,910
|
|
7,000
|
|
0.2%
|
||||
|
Aircraft Fasteners International, LLC
|
California / Machinery
|
Class A Units (32,500 units)
|
|
396
|
|
505
|
|
—%
|
||||
|
|
|
|
|
396
|
|
505
|
|
—%
|
||||
|
ALG USA
Holdings, LLC(16) |
Pennsylvania / Hotels, Restaurants & Leisure
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 2/28/2020)(4)
|
12,000
|
|
11,785
|
|
12,000
|
|
0.3%
|
|||
|
|
|
|
|
11,785
|
|
12,000
|
|
0.3%
|
||||
|
Allied Defense
Group, Inc. |
Virginia / Aerospace & Defense
|
Common Stock (10,000 shares)
|
|
5
|
|
—
|
|
—%
|
||||
|
|
|
|
|
5
|
|
—
|
|
—%
|
||||
|
American Broadband Holding Company and Cameron Holdings of NC, Inc.
|
North Carolina / Telecommunication Services
|
Senior Secured Term Loan B (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)(3)(4)
|
74,654
|
|
74,654
|
|
74,654
|
|
2.1%
|
|||
|
|
|
|
|
74,654
|
|
74,654
|
|
2.1%
|
||||
|
American Gilsonite Company
|
Utah /
Metal Services & Minerals |
Second Lien Term Loan (11.50%, due 9/1/2017)
|
38,500
|
|
38,500
|
|
38,500
|
|
1.1%
|
|||
|
Membership Interest(15)
|
|
—
|
|
2,299
|
|
0.1%
|
||||||
|
|
|
|
|
38,500
|
|
40,799
|
|
1.2%
|
||||
|
Apidos CLO IX(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
20,525
|
|
18,781
|
|
19,979
|
|
0.6%
|
|||
|
|
|
|
|
18,781
|
|
19,979
|
|
0.6%
|
||||
|
Apidos CLO XI(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
38,340
|
|
34,733
|
|
38,035
|
|
1.1%
|
|||
|
|
|
|
|
34,733
|
|
38,035
|
|
1.1%
|
||||
|
Apidos CLO XII(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
44,063
|
|
42,529
|
|
42,505
|
|
1.2%
|
|||
|
|
|
|
|
42,529
|
|
42,505
|
|
1.2%
|
||||
|
Apidos CLO XV(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
36,515
|
|
37,837
|
|
37,004
|
|
1.0%
|
|||
|
|
|
|
|
37,837
|
|
37,004
|
|
1.0%
|
||||
|
Arctic Glacier
U.S.A., Inc. |
Minnesota /
Food Products |
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 11/10/2019)(3)(4)
|
150,000
|
|
150,000
|
|
150,000
|
|
4.2%
|
|||
|
|
|
|
|
150,000
|
|
150,000
|
|
4.2%
|
||||
|
Armor Holding
II LLC(16) |
New York / Diversified Financial Services
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 12/26/2020)(3)(4)
|
7,000
|
|
6,871
|
|
6,871
|
|
0.2%
|
|||
|
|
|
|
|
6,871
|
|
6,871
|
|
0.2%
|
||||
|
Atlantis Health Care Group (Puerto Rico), Inc.
|
Puerto Rico / Healthcare
|
Revolving Line of Credit – $3,000 Commitment (13.00% (LIBOR + 11.00% with 2.00% LIBOR floor), due 8/21/2014)(4)(25)(26)
|
2,350
|
|
2,350
|
|
2,350
|
|
0.1%
|
|||
|
Senior Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 2/21/2018)(3)(4)
|
39,056
|
|
39,056
|
|
34,068
|
|
1.0%
|
|||||
|
|
|
|
|
41,406
|
|
36,418
|
|
1.1%
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Babson CLO Ltd.
2011-I(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
$
|
35,000
|
|
$
|
33,965
|
|
$
|
35,326
|
|
1.0%
|
|
|
|
|
|
33,965
|
|
35,326
|
|
1.0%
|
||||
|
Babson CLO Ltd.
2012-I(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
29,075
|
|
23,867
|
|
27,435
|
|
0.8%
|
|||
|
|
|
|
|
23,867
|
|
27,435
|
|
0.8%
|
||||
|
Babson CLO Ltd.
2012-II(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
27,850
|
|
27,344
|
|
27,879
|
|
0.8%
|
|||
|
|
|
|
|
27,344
|
|
27,879
|
|
0.8%
|
||||
|
Blue Coat
Systems, Inc.(16) |
Massachusetts / Software & Computer Services
|
Second Lien Term Loan (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 6/28/2020)(3)(4)
|
11,000
|
|
10,899
|
|
11,000
|
|
0.3%
|
|||
|
|
|
|
|
10,899
|
|
11,000
|
|
0.3%
|
||||
|
Broder Bros., Co.
|
Pennsylvania / Textiles, Apparel & Luxury Goods
|
Senior Secured Notes (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 4/8/2019)(3)(4)
|
258,875
|
|
258,875
|
|
258,875
|
|
7.3%
|
|||
|
|
|
|
|
258,875
|
|
258,875
|
|
7.3%
|
||||
|
Brookside Mill
CLO Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
26,000
|
|
23,043
|
|
25,338
|
|
0.7%
|
|||
|
|
|
|
|
23,043
|
|
25,338
|
|
0.7%
|
||||
|
Byrider Systems Acquisition Corp.(22)
|
Indiana / Auto Finance
|
Senior Subordinated Notes (12.00% plus 2.00% PIK, due 11/3/2016)(3)
|
11,083
|
|
11,083
|
|
11,083
|
|
0.3%
|
|||
|
|
|
|
|
11,083
|
|
11,083
|
|
0.3%
|
||||
|
Caleel + Hayden, LLC(14)(31)
|
Colorado / Personal & Nondurable Consumer Products
|
Membership Interest
|
|
—
|
|
168
|
|
—%
|
||||
|
Escrow Receivable
|
|
—
|
|
92
|
|
—%
|
||||||
|
|
|
|
|
—
|
|
260
|
|
—%
|
||||
|
Capstone Logistics, LLC
|
Georgia / Commercial Services
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.00% with 1.50% LIBOR floor), due 9/16/2016)(4)
|
95,466
|
|
95,466
|
|
95,466
|
|
2.7%
|
|||
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 9/16/2016)(3)(4)
|
100,000
|
|
100,000
|
|
100,000
|
|
2.8%
|
|||||
|
|
|
|
|
195,466
|
|
195,466
|
|
5.5%
|
||||
|
Cent CLO 17 Limited(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
24,870
|
|
22,548
|
|
24,945
|
|
0.7%
|
|||
|
|
|
|
|
22,548
|
|
24,945
|
|
0.7%
|
||||
|
Cent CLO 20 Limited(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
40,275
|
|
41,101
|
|
40,592
|
|
1.1%
|
|||
|
|
|
|
|
41,101
|
|
40,592
|
|
1.1%
|
||||
|
CIFC Funding
2011-I, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Class D Senior Secured Notes (5.24% (LIBOR + 5.00%, due 1/19/2023)(4)
|
19,000
|
|
15,233
|
|
18,233
|
|
0.5%
|
|||
|
Class E Subordinated Notes (7.24% (LIBOR + 7.00%, due 1/19/2023)(4)
|
15,400
|
|
12,769
|
|
15,321
|
|
0.4%
|
|||||
|
|
|
|
|
28,002
|
|
33,554
|
|
0.9%
|
||||
|
CIFC Funding
2013-III, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
44,100
|
|
42,898
|
|
43,780
|
|
1.2%
|
|||
|
|
|
|
|
42,898
|
|
43,780
|
|
1.2%
|
||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
CIFC Funding
2013-IV, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
$
|
45,500
|
|
$
|
41,136
|
|
$
|
40,964
|
|
1.2%
|
|
|
|
|
|
41,136
|
|
40,964
|
|
1.2%
|
||||
|
Cinedigm DC
Holdings, LLC |
New York / Software & Computer Services
|
Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)(4)
|
68,454
|
|
68,454
|
|
68,454
|
|
1.9%
|
|||
|
|
|
|
|
68,454
|
|
68,454
|
|
1.9%
|
||||
|
The Copernicus
Group, Inc. |
North Carolina / Healthcare
|
Escrow Receivable
|
|
—
|
|
137
|
|
—%
|
||||
|
|
|
|
|
—
|
|
137
|
|
—%
|
||||
|
Correctional Healthcare Holding Company, Inc.
|
Colorado / Healthcare
|
Second Lien Term Loan (11.25%, due 1/11/2020)(3)
|
27,100
|
|
27,100
|
|
27,100
|
|
0.8%
|
|||
|
|
|
|
|
27,100
|
|
27,100
|
|
0.8%
|
||||
|
Coverall North
America, Inc. |
Florida / Commercial Services
|
Senior Secured Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor), due 12/17/2017)(3)(4)
|
52,661
|
|
52,661
|
|
52,661
|
|
1.5%
|
|||
|
|
|
|
|
52,661
|
|
52,661
|
|
1.5%
|
||||
|
Crosman Corporation
|
New York / Manufacturing
|
Second Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 12/30/2019)(3)(4)
|
40,000
|
|
40,000
|
|
40,000
|
|
1.1%
|
|||
|
|
|
|
|
40,000
|
|
40,000
|
|
1.1%
|
||||
|
CRT MIDCO, LLC
|
Wisconsin / Media
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 6/30/2017)(3)(4)
|
69,981
|
|
69,981
|
|
69,981
|
|
2.0%
|
|||
|
|
|
|
|
69,981
|
|
69,981
|
|
2.0%
|
||||
|
Deltek, Inc.(16)
|
Virginia /
Software & Computer Services |
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 10/10/2019)(3)(4)
|
12,000
|
|
11,847
|
|
12,240
|
|
0.3%
|
|||
|
|
|
|
|
11,847
|
|
12,240
|
|
0.3%
|
||||
|
Diamondback
Operating, LP |
Oklahoma / Oil & Gas Production
|
Net Profits Interest (15% of Equity Distributions)(7)
|
|
—
|
|
—
|
|
—%
|
||||
|
|
|
|
|
—
|
|
—
|
|
—%
|
||||
|
Edmentum, Inc.
(f/k/a Archipelago Learning, Inc.)(16) |
Minnesota / Consumer Services
|
Second Lien Term Loan (11.25% (LIBOR + 9.75% with 1.50% LIBOR floor), due 5/17/2019)(3)(4)
|
50,000
|
|
48,381
|
|
50,000
|
|
1.4%
|
|||
|
|
|
|
|
48,381
|
|
50,000
|
|
1.4%
|
||||
|
Empire Today, LLC
|
Illinois / Durable Consumer Products
|
Senior Secured Note (11.375%, due 2/1/2017)
|
15,700
|
|
15,397
|
|
15,700
|
|
0.4%
|
|||
|
|
|
|
|
15,397
|
|
15,700
|
|
0.4%
|
||||
|
Fischbein, LLC
|
North Carolina / Machinery
|
Escrow Receivable
|
|
—
|
|
237
|
|
—%
|
||||
|
|
|
|
|
—
|
|
237
|
|
—%
|
||||
|
Focus Brands, Inc.(16)
|
Georgia / Consumer Services
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 8/21/2018)(4)
|
18,000
|
|
17,765
|
|
18,000
|
|
0.5%
|
|||
|
|
|
|
|
17,765
|
|
18,000
|
|
0.5%
|
||||
|
Focus Products Group International, LLC
(f/k/a FPG, LLC) |
Illinois /
Durable Consumer Products |
Senior Secured Term Loan (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 1/20/2017)(3)(4)
|
20,573
|
|
20,573
|
|
20,422
|
|
0.6%
|
|||
|
Common Stock (5,638 shares)
|
|
27
|
|
20
|
|
—%
|
||||||
|
|
|
|
|
20,600
|
|
20,442
|
|
0.6%
|
||||
|
Galaxy XII CLO, Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
22,000
|
|
19,794
|
|
20,527
|
|
0.6%
|
|||
|
|
|
|
|
19,794
|
|
20,527
|
|
0.6%
|
||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Galaxy XV CLO, Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
$
|
35,025
|
|
$
|
30,320
|
|
$
|
31,989
|
|
0.9%
|
|
|
|
|
|
30,320
|
|
31,989
|
|
0.9%
|
||||
|
Galaxy XVI CLO, Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
22,575
|
|
21,413
|
|
20,755
|
|
0.6%
|
|||
|
|
|
|
|
21,413
|
|
20,755
|
|
0.6%
|
||||
|
Global Employment Solutions, Inc.
|
Colorado / Business Services
|
Senior Secured Term Loan (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/25/2019)(4)
|
28,500
|
|
28,500
|
|
28,500
|
|
0.8%
|
|||
|
|
|
|
|
28,500
|
|
28,500
|
|
0.8%
|
||||
|
Grocery Outlet, Inc.(16)
|
California / Retail
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 6/17/2019)(4)
|
14,456
|
|
14,156
|
|
14,456
|
|
0.4%
|
|||
|
|
|
|
|
14,156
|
|
14,456
|
|
0.4%
|
||||
|
GTP Operations, LLC
(f/k/a CI (Transplace) Holdings, LLC)(10) |
Texas / Software & Computer Services
|
Senior Secured Term Loan (10.00% (LIBOR + 5.00% with 5.00% LIBOR floor), due 12/11/2018)(3)(4)
|
113,850
|
|
113,850
|
|
113,850
|
|
3.2%
|
|||
|
|
|
|
|
113,850
|
|
113,850
|
|
3.2%
|
||||
|
Halcyon Loan Advisors Funding 2012-1 Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
23,188
|
|
20,792
|
|
22,540
|
|
0.6%
|
|||
|
|
|
|
|
20,792
|
|
22,540
|
|
0.6%
|
||||
|
Halcyon Loan Advisors Funding 2013-1 Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
40,400
|
|
39,703
|
|
40,808
|
|
1.1%
|
|||
|
|
|
|
|
39,703
|
|
40,808
|
|
1.1%
|
||||
|
Halcyon Loan Advisors Funding 2014-1 Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
24,500
|
|
23,196
|
|
23,198
|
|
0.7%
|
|||
|
|
|
|
|
23,196
|
|
23,198
|
|
0.7%
|
||||
|
Harley Marine
Services, Inc.(16) |
Washington / Transportation
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 12/20/2019)(4)
|
9,000
|
|
8,826
|
|
8,832
|
|
0.2%
|
|||
|
|
|
|
|
8,826
|
|
8,832
|
|
0.2%
|
||||
|
Hoffmaster
Group, Inc.(16) |
Wisconsin / Personal & Nondurable Consumer Products
|
Second Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 1/3/2019)(3)(4)
|
20,000
|
|
19,848
|
|
20,000
|
|
0.6%
|
|||
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 1/3/2019)(3)(4)
|
1,000
|
|
992
|
|
1,000
|
|
—%
|
|||||
|
|
|
|
|
20,840
|
|
21,000
|
|
0.6%
|
||||
|
ICON Health & Fitness, Inc.
|
Utah / Durable Consumer Products
|
Senior Secured Note (11.875%, due 10/15/2016)(3)
|
23,600
|
|
23,768
|
|
22,155
|
|
0.6%
|
|||
|
|
|
|
|
23,768
|
|
22,155
|
|
0.6%
|
||||
|
ICV-CSI Holdings, LLC (f/k/a Cargo Airport Services USA, LLC)
|
New York / Transportation
|
Common Equity (1.6 units)
|
|
1,639
|
|
874
|
|
—%
|
||||
|
|
|
|
|
1,639
|
|
874
|
|
—%
|
||||
|
IDQ Holdings, Inc.
|
Texas / Automobile
|
Senior Secured Note (11.50%, due 4/1/2017)
|
12,500
|
|
12,333
|
|
12,500
|
|
0.4%
|
|||
|
|
|
|
|
12,333
|
|
12,500
|
|
0.4%
|
||||
|
Ikaria, Inc.(16)
|
New Jersey / Healthcare
|
Second Lien Term Loan (8.75% (LIBOR + 7.75% with 1.00% LIBOR floor), due 2/12/2022)(4)
|
25,000
|
|
24,417
|
|
25,000
|
|
0.7%
|
|||
|
|
|
|
|
24,417
|
|
25,000
|
|
0.7%
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
ING IM CLO
2012-2, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
$
|
38,070
|
|
$
|
31,747
|
|
$
|
36,916
|
|
1.0%
|
|
|
|
|
|
31,747
|
|
36,916
|
|
1.0%
|
||||
|
ING IM CLO
2012-3, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
46,632
|
|
40,256
|
|
45,349
|
|
1.3%
|
|||
|
|
|
|
|
40,256
|
|
45,349
|
|
1.3%
|
||||
|
ING IM CLO
2012-4, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
40,613
|
|
35,725
|
|
41,108
|
|
1.2%
|
|||
|
|
|
|
|
35,725
|
|
41,108
|
|
1.2%
|
||||
|
ING IM CLO
2014-1, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
32,383
|
|
32,619
|
|
32,594
|
|
0.9%
|
|||
|
|
|
|
|
32,619
|
|
32,594
|
|
0.9%
|
||||
|
Injured Workers Pharmacy, LLC
|
Massachusetts / Healthcare
|
Second Lien Term Loan (11.50% (LIBOR + 7.00% with 4.50% LIBOR floor) plus 1.00% PIK, due 5/31/2019)(3)(4)
|
22,620
|
|
22,620
|
|
22,620
|
|
0.6%
|
|||
|
|
|
|
|
22,620
|
|
22,620
|
|
0.6%
|
||||
|
Instant Web, LLC
|
Minnesota / Media
|
Senior Secured Term Loan A (5.50% (LIBOR + 4.50% with 1.00% LIBOR floor), due 3/28/2019)(4)
|
127,000
|
|
127,000
|
|
127,000
|
|
3.6%
|
|||
|
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/28/2019)(4)
|
128,000
|
|
128,000
|
|
128,000
|
|
3.6%
|
|||||
|
Senior Secured Term Loan C (12.75% (LIBOR + 11.75% with 1.00% LIBOR floor), due 3/28/2019)(4)
|
12,500
|
|
12,500
|
|
12,500
|
|
0.3%
|
|||||
|
|
|
|
|
267,500
|
|
267,500
|
|
7.5%
|
||||
|
InterDent, Inc.
|
California / Healthcare
|
Senior Secured Term Loan A (7.25% (LIBOR + 5.75% with 1.50% LIBOR floor), due 8/3/2017)(4)
|
54,444
|
|
54,444
|
|
54,444
|
|
1.5%
|
|||
|
Senior Secured Term Loan B (12.25% (LIBOR + 9.25% with 3.00% LIBOR floor), due 8/3/2017)(3)(4)
|
58,500
|
|
58,500
|
|
58,496
|
|
1.7%
|
|||||
|
|
|
|
|
112,944
|
|
112,940
|
|
3.2%
|
||||
|
JHH Holdings, Inc.
|
Texas / Healthcare
|
Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor) plus 0.50% PIK, due 3/30/2019)(3)(4)
|
35,075
|
|
35,075
|
|
35,075
|
|
1.0%
|
|||
|
|
|
|
|
35,075
|
|
35,075
|
|
1.0%
|
||||
|
LaserShip, Inc.
|
Virginia / Transportation
|
Revolving Line of Credit – $5,000 Commitment (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 12/21/2014)(4)(25)
|
—
|
|
—
|
|
—
|
|
—%
|
|||
|
Senior Secured Term Loan A (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 3/18/2019)(3)(4)
|
36,328
|
|
36,328
|
|
36,328
|
|
1.0%
|
|||||
|
Senior Secured Term Loan B (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 3/18/2019)(4)
|
22,250
|
|
22,250
|
|
22,250
|
|
0.6%
|
|||||
|
Delayed Draw Term Loan – $6,000 Commitment (2.00%, due 12/31/2015)(4)(25)
|
—
|
|
—
|
|
—
|
|
—%
|
|||||
|
|
|
|
|
58,578
|
|
58,578
|
|
1.6%
|
||||
|
LCM XIV Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
26,500
|
|
25,544
|
|
25,501
|
|
0.7%
|
|||
|
|
|
|
|
25,544
|
|
25,501
|
|
0.7%
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
LHC Holdings Corp.
|
Florida / Healthcare
|
Revolving Line of Credit – $750 Commitment (8.50% (LIBOR + 6.00% with 2.50% LIBOR floor), due 5/31/2015)(4)(25)(26)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—%
|
|
Senior Subordinated Debt (10.50%, due 5/31/2015)(3)
|
1,865
|
|
1,865
|
|
1,865
|
|
0.1%
|
|||||
|
Common Stock (125 shares)
|
|
216
|
|
253
|
|
—%
|
||||||
|
|
|
|
|
2,081
|
|
2,118
|
|
0.1%
|
||||
|
Madison Park
Funding IX, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
31,110
|
|
25,084
|
|
27,937
|
|
0.8%
|
|||
|
|
|
|
|
25,084
|
|
27,937
|
|
0.8%
|
||||
|
Matrixx Initiatives, Inc.
|
New Jersey / Pharmaceuticals
|
Senior Secured Term Loan A (7.50% (LIBOR + 6.00% with 1.50% LIBOR floor), due 8/9/2018)(3)(4)
|
38,815
|
|
38,815
|
|
38,815
|
|
1.1%
|
|||
|
Senior Secured Term Loan B (12.50% (LIBOR + 11.00% with 1.50% LIBOR floor), due 8/9/2018)(3)(4)
|
39,750
|
|
39,750
|
|
38,907
|
|
1.1%
|
|||||
|
|
|
|
|
78,565
|
|
77,722
|
|
2.2%
|
||||
|
Maverick Healthcare Equity, LLC
|
Arizona / Healthcare
|
Preferred Units (1,250,000 units)
|
|
1,252
|
|
721
|
|
—%
|
||||
|
Class A Common Units (1,250,000 units)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
1,252
|
|
721
|
|
—%
|
||||
|
Mountain View CLO 2013-I Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
43,650
|
|
41,857
|
|
43,689
|
|
1.2%
|
|||
|
|
|
|
|
41,857
|
|
43,689
|
|
1.2%
|
||||
|
NCP Finance Limited Partnership(22)(23)
|
Ohio /
Consumer Finance |
Subordinated Secured Term Loan (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)(3)(4)(16)
|
11,940
|
|
11,715
|
|
11,940
|
|
0.3%
|
|||
|
|
|
|
|
11,715
|
|
11,940
|
|
0.3%
|
||||
|
New Century Transportation, Inc.
|
New Jersey / Transportation
|
Senior Subordinated Term Loan (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 4.00% PIK, due 2/3/2018)(4)
|
46,361
|
|
46,361
|
|
35,913
|
|
1.0%
|
|||
|
|
|
|
|
46,361
|
|
35,913
|
|
1.0%
|
||||
|
Nixon, Inc.
|
California / Durable Consumer Products
|
Senior Secured Term Loan (8.75% plus 2.75% PIK, due 4/16/2018)(16)
|
13,439
|
|
13,213
|
|
13,439
|
|
0.4%
|
|||
|
|
|
|
|
13,213
|
|
13,439
|
|
0.4%
|
||||
|
NRG Manufacturing, Inc.
|
Texas / Manufacturing
|
Escrow Receivable
|
|
—
|
|
1,087
|
|
—%
|
||||
|
|
|
|
|
—
|
|
1,087
|
|
—%
|
||||
|
Octagon Investment Partners XV, Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
26,901
|
|
24,802
|
|
25,998
|
|
0.7%
|
|||
|
|
|
|
|
24,802
|
|
25,998
|
|
0.7%
|
||||
|
Onyx Payments, Inc.
(f/k/a Pegasus Business Intelligence, LP) |
Texas / Diversified Financial Services
|
Revolving Line of Credit – $2,500 Commitment (9.00% (LIBOR + 7.75% with 1.25% LIBOR floor), due 4/18/2014)(4)(25)
|
—
|
|
—
|
|
—
|
|
—%
|
|||
|
Senior Secured Term Loan A (6.75% (LIBOR + 5.50% with 1.25% LIBOR floor), due 4/18/2018)(4)
|
15,328
|
|
15,328
|
|
15,328
|
|
0.4%
|
|||||
|
Senior Secured Term Loan B (13.75% (LIBOR + 12.50% with 1.25% LIBOR floor), due 4/18/2018)(4)
|
15,938
|
|
15,938
|
|
15,938
|
|
0.5%
|
|||||
|
|
|
|
|
31,266
|
|
31,266
|
|
0.9%
|
||||
|
Pelican Products, Inc.(16)
|
California / Durable Consumer Products
|
Second Lien Term Loan (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 6/14/2019)(3)(4)
|
15,000
|
|
14,753
|
|
15,000
|
|
0.4%
|
|||
|
|
|
|
|
14,753
|
|
15,000
|
|
0.4%
|
||||
|
Photonis Technologies SAS(16)(22)
|
France / Aerospace & Defense
|
First Lien Term Loan (8.50% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(4)
|
10,500
|
|
10,210
|
|
10,195
|
|
0.3%
|
|||
|
|
|
|
|
10,210
|
|
10,195
|
|
0.3%
|
||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Pinnacle (US) Acquisition Co. Limited(16)
|
Texas / Software & Computer Services
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 8/3/2020)(4)
|
$
|
10,000
|
|
$
|
9,828
|
|
$
|
10,000
|
|
0.3%
|
|
|
|
|
|
9,828
|
|
10,000
|
|
0.3%
|
||||
|
PrimeSport, Inc.
|
Georgia / Hotels, Restaurants & Leisure
|
Revolving Line of Credit – $15,000 Commitment (10.00% (LIBOR + 9.50% with 0.50% LIBOR floor), due 6/23/2014)(4)(25)
|
—
|
|
—
|
|
—
|
|
—%
|
|||
|
Senior Secured Term Loan A (7.50% (LIBOR + 6.50% with 1.00% LIBOR floor), due 12/23/2019)(3)(4)
|
43,482
|
|
43,482
|
|
43,482
|
|
1.2%
|
|||||
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor) plus 1.00% PIK, due 12/23/2019)(3)(4)
|
43,700
|
|
43,700
|
|
43,700
|
|
1.2%
|
|||||
|
|
|
|
|
87,182
|
|
87,182
|
|
2.4%
|
||||
|
Prince Mineral
Holding Corp. |
New York / Metal Services & Minerals
|
Senior Secured Term Loan (11.50%, due 12/15/2019)
|
10,000
|
|
9,898
|
|
10,000
|
|
0.3%
|
|||
|
|
|
|
|
9,898
|
|
10,000
|
|
0.3%
|
||||
|
Progrexion
Holdings, Inc.(28) |
Utah / Consumer Services
|
Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 9/14/2017)(3)(4)
|
437,882
|
|
437,882
|
|
437,882
|
|
12.3%
|
|||
|
|
|
|
|
437,882
|
|
437,882
|
|
12.3%
|
||||
|
Rocket Software, Inc.(16)
|
Massachusetts / Software & Computer Services
|
Second Lien Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 2/8/2019)(3)(4)
|
20,000
|
|
19,748
|
|
20,000
|
|
0.6%
|
|||
|
|
|
|
|
19,748
|
|
20,000
|
|
0.6%
|
||||
|
Royal Adhesives & Sealants, LLC
|
Indiana / Chemicals
|
Second Lien Term Loan (9.75% (LIBOR + 8.50% with 1.25% LIBOR floor), due 1/31/2019)(4)
|
20,000
|
|
19,633
|
|
18,765
|
|
0.5%
|
|||
|
|
|
|
|
19,633
|
|
18,765
|
|
0.5%
|
||||
|
Ryan, LLC
|
Texas / Business Services
|
Subordinated Unsecured Notes (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 3.00% PIK, due 6/30/2018)(4)
|
70,000
|
|
70,000
|
|
70,000
|
|
2.0%
|
|||
|
|
|
|
|
70,000
|
|
70,000
|
|
2.0%
|
||||
|
Sandow Media, LLC
|
Florida / Media
|
Senior Secured Term Loan (12.00%, due 5/8/2018)(3)
|
25,143
|
|
25,143
|
|
22,947
|
|
0.6%
|
|||
|
|
|
|
|
25,143
|
|
22,947
|
|
0.6%
|
||||
|
SESAC Holdco
II LLC(16) |
Tennessee / Media
|
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 7/12/2019)(3)(4)
|
6,000
|
|
5,922
|
|
6,120
|
|
0.2%
|
|||
|
|
|
|
|
5,922
|
|
6,120
|
|
0.2%
|
||||
|
Skillsoft Public Limited Company(22)
|
Ireland / Software & Computer Services
|
Senior Unsecured Notes (11.125%, due 6/1/2018)
|
15,000
|
|
14,935
|
|
15,000
|
|
0.4%
|
|||
|
|
|
|
|
14,935
|
|
15,000
|
|
0.4%
|
||||
|
Small Business Whole Loan Portfolio(43)
|
New York / Diversified Financial Services
|
97 small business loans issued by OnDeck Capital, Inc.
|
2,984
|
|
3,404
|
|
3,300
|
|
0.1%
|
|||
|
|
|
|
|
3,404
|
|
3,300
|
|
0.1%
|
||||
|
Snacks Parent Corporation
|
Minnesota / Food Products
|
Series A Preferred Stock (4,021.45 shares)
|
|
56
|
|
56
|
|
—%
|
||||
|
Series B Preferred Stock (1,866.10 shares)
|
|
56
|
|
56
|
|
—%
|
||||||
|
Warrant (to purchase 31,196.52 shares of Common Stock, expires 11/12/2020)
|
|
479
|
|
484
|
|
—%
|
||||||
|
|
|
|
|
591
|
|
596
|
|
—%
|
||||
|
Spartan Energy Services, Inc.
|
Louisiana / Energy
|
Senior Secured Term Loan (10.50% (LIBOR + 9.00% with 1.50% LIBOR floor), due 12/28/2017)(3)(4)
|
35,994
|
|
35,994
|
|
35,994
|
|
1.0%
|
|||
|
|
|
|
|
35,994
|
|
35,994
|
|
1.0%
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Speedy Group Holdings Corp.(22)
|
Canada / Consumer Finance
|
Senior Unsecured Notes (12.00%, due 11/15/2017)
|
$
|
15,000
|
|
$
|
15,000
|
|
$
|
15,000
|
|
0.4%
|
|
|
|
|
|
15,000
|
|
15,000
|
|
0.4%
|
||||
|
Sport Helmets Holdings, LLC(14)
|
New York / Personal & Nondurable Consumer Products
|
Escrow Receivable
|
|
—
|
|
128
|
|
—%
|
||||
|
|
|
|
|
—
|
|
128
|
|
—%
|
||||
|
Stauber Performance Ingredients, Inc.
|
California / Food Products
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 1/21/2016)(3)(4)
|
13,130
|
|
13,130
|
|
13,130
|
|
0.4%
|
|||
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 5/21/2017)(3)(4)
|
10,041
|
|
10,041
|
|
10,041
|
|
0.3%
|
|||||
|
|
|
|
|
23,171
|
|
23,171
|
|
0.7%
|
||||
|
Stryker Energy, LLC
|
Ohio / Oil & Gas Production
|
Subordinated Secured Revolving Credit Facility – $50,300 Commitment (12.25% (LIBOR + 10.75% with 1.50% LIBOR floor) plus 3.75% PIK, in non-accrual status effective 12/1/2011, due 12/1/2015)(4)(25)
|
35,742
|
|
32,711
|
|
—
|
|
—%
|
|||
|
Overriding Royalty Interest(18)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
32,711
|
|
—
|
|
—%
|
||||
|
Sudbury Mill
CLO Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
28,200
|
|
26,544
|
|
26,081
|
|
0.7%
|
|||
|
|
|
|
|
26,544
|
|
26,081
|
|
0.7%
|
||||
|
Symphony CLO
IX Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Preference Shares (Residual Interest)
|
45,500
|
|
38,735
|
|
44,330
|
|
1.2%
|
|||
|
|
|
|
|
38,735
|
|
44,330
|
|
1.2%
|
||||
|
System One
Holdings, LLC |
Pennsylvania / Business Services
|
Senior Secured Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 12/31/2018)(3)(4)
|
48,000
|
|
48,000
|
|
48,000
|
|
1.3%
|
|||
|
|
|
|
|
48,000
|
|
48,000
|
|
1.3%
|
||||
|
Targus Group International, Inc.(16)
|
California / Durable Consumer Products
|
First Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor) plus 1.0% PIK, due 5/24/2016)(3)(4)
|
22,142
|
|
21,903
|
|
20,679
|
|
0.6%
|
|||
|
|
|
|
|
21,903
|
|
20,679
|
|
0.6%
|
||||
|
TB Corp.
|
Texas / Hotels, Restaurants & Leisure
|
Senior Subordinated Note (12.00% plus 1.50% PIK, due 12/19/2018)(3)
|
23,628
|
|
23,628
|
|
23,628
|
|
0.7%
|
|||
|
|
|
|
|
23,628
|
|
23,628
|
|
0.7%
|
||||
|
Tectum
Holdings, Inc.(16) |
Michigan / Automobile
|
Second Lien Term Loan (10.25% (PRIME + 7.00%), due 3/12/2019)(4)
|
10,000
|
|
9,950
|
|
9,950
|
|
0.3%
|
|||
|
|
|
|
|
9,950
|
|
9,950
|
|
0.3%
|
||||
|
Therakos, Inc.(16)
|
New Jersey / Healthcare
|
Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor), due 6/27/2018)(4)
|
13,000
|
|
12,751
|
|
13,000
|
|
0.4%
|
|||
|
|
|
|
|
12,751
|
|
13,000
|
|
0.4%
|
||||
|
Tolt Solutions, Inc.
|
South Carolina / Business Services
|
Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 3/7/2019)(4)
|
39,000
|
|
39,000
|
|
39,000
|
|
1.1%
|
|||
|
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/7/2019)(4)
|
39,000
|
|
39,000
|
|
39,000
|
|
1.1%
|
|||||
|
|
|
|
|
78,000
|
|
78,000
|
|
2.2%
|
||||
|
Totes Isotoner Corporation(16)
|
Ohio / Personal & Nondurable Consumer Products
|
Second Lien Term Loan (10.75% (LIBOR + 9.25% with 1.50% LIBOR floor), due 1/8/2018)(3)(4)
|
53,000
|
|
52,844
|
|
54,060
|
|
1.5%
|
|||
|
|
|
|
|
52,844
|
|
54,060
|
|
1.5%
|
||||
|
|
|
|
March 31, 2014 (Unaudited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Traeger Pellet Grills LLC
|
Oregon / Durable Consumer Products
|
Senior Secured Term Loan A (6.50% (LIBOR + 4.50% with 2.00% LIBOR floor), due 6/18/2018)(3)(4)
|
$
|
29,550
|
|
$
|
29,550
|
|
$
|
29,550
|
|
0.8%
|
|
Senior Secured Term Loan B (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 6/18/2018)(3)(4)
|
29,850
|
|
29,850
|
|
29,850
|
|
0.9%
|
|||||
|
|
|
|
|
59,400
|
|
59,400
|
|
1.7%
|
||||
|
Transaction Network Services, Inc.(16)
|
Virginia / Telecommunication Services
|
Second Lien Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 8/14/2020)(4)
|
5,000
|
|
4,975
|
|
5,000
|
|
0.1%
|
|||
|
|
|
|
|
4,975
|
|
5,000
|
|
0.1%
|
||||
|
TriMark USA, LLC(16)
|
Massachusetts / Hotels, Restaurants & Leisure
|
Second Lien Term Loan (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 8/11/2019)(4)
|
10,000
|
|
9,804
|
|
9,804
|
|
0.3%
|
|||
|
|
|
|
|
9,804
|
|
9,804
|
|
0.3%
|
||||
|
United Sporting Companies, Inc.(5)
|
South Carolina / Durable Consumer Products
|
Second Lien Term Loan (12.75% (LIBOR + 11.00% with 1.75% LIBOR floor), due 5/16/2018)(3)(4)
|
160,000
|
|
160,000
|
|
160,000
|
|
4.5%
|
|||
|
|
|
|
|
160,000
|
|
160,000
|
|
4.5%
|
||||
|
United States Environmental Services, LLC
|
Texas / Commercial Services
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 3/31/2019)(4)
|
24,000
|
|
24,000
|
|
24,000
|
|
0.7%
|
|||
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 3/31/2019)(4)
|
36,000
|
|
36,000
|
|
36,000
|
|
1.0%
|
|||||
|
|
|
|
|
60,000
|
|
60,000
|
|
1.7%
|
||||
|
Venio LLC (f/k/a LM Keane Acquisition Co.)
|
Pennsylvania / Business Services
|
Second Lien Term Loan (12.00% (LIBOR + 9.50% with 2.50% LIBOR floor), due 2/19/2020)(4)
|
17,000
|
|
17,000
|
|
17,000
|
|
0.5%
|
|||
|
|
|
|
|
17,000
|
|
17,000
|
|
0.5%
|
||||
|
Water Pik, Inc.(16)
|
Colorado / Personal & Nondurable Consumer Products
|
Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 1/8/2021)(4)
|
11,000
|
|
10,594
|
|
10,594
|
|
0.3%
|
|||
|
|
|
|
|
10,594
|
|
10,594
|
|
0.3%
|
||||
|
Wind River Resources Corporation(39)
|
Utah / Oil & Gas Production
|
Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% default interest on principal and 16.00% default interest on past due interest, in non-accrual status effective 12/1/2008, past due)(4)
|
15,000
|
|
14,650
|
|
—
|
|
—%
|
|||
|
Net Profits Interest (5% of Equity Distributions)(7)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
14,650
|
|
—
|
|
—%
|
||||
|
Total Non-Control/Non-Affiliate Investments (Level 3)
|
|
$
|
4,423,954
|
|
$
|
4,415,020
|
|
124.0%
|
||||
|
|
|
|
|
|
||||||||
|
Total Level 3 Portfolio Investments
|
|
$
|
6,111,296
|
|
$
|
6,006,033
|
|
168.6%
|
||||
|
LEVEL 1 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||
|
Dover Saddlery, Inc.
|
Massachusetts / Retail
|
Common Stock (30,974 shares)
|
|
63
|
|
170
|
|
—%
|
||
|
|
|
|
|
63
|
|
170
|
|
—%
|
||
|
Total Non-Control/Non-Affiliate Investments (Level 1)
|
$
|
63
|
|
$
|
170
|
|
—%
|
|||
|
|
|
|
|
|
||||||
|
Total Non-Control/Non-Affiliate Investments
|
$
|
4,424,017
|
|
$
|
4,415,190
|
|
124.0%
|
|||
|
|
|
|
|
|
||||||
|
Total Portfolio Investments
|
$
|
6,111,359
|
|
$
|
6,006,203
|
|
168.6%
|
|||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(47)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
AMU Holdings Inc.(27)
|
Pennsylvania / Property Management
|
Senior Secured Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 6/30/2015)(3)(4)
|
$
|
28,750
|
|
$
|
28,750
|
|
$
|
28,750
|
|
1.1%
|
|
Senior Subordinated Term Loan (12.00% plus 6.00% PIK, due 12/31/2015)
|
12,500
|
|
12,500
|
|
12,500
|
|
0.5%
|
|||||
|
Series A Preferred Stock (9,919.684 shares)
|
|
|
9,920
|
|
9,920
|
|
0.4%
|
|||||
|
Common Stock (100 shares)
|
|
|
—
|
|
3,478
|
|
0.1%
|
|||||
|
|
|
|
|
|
51,170
|
|
54,648
|
|
2.1%
|
|||
|
APH Property
Holdings, LLC(32) |
Georgia /
Real Estate |
Senior Term Loan (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 10/24/2020)(4)
|
125,892
|
|
125,892
|
|
125,892
|
|
4.8%
|
|||
|
Membership Interest
|
|
|
26,648
|
|
26,648
|
|
1.0%
|
|||||
|
|
|
|
|
|
152,540
|
|
152,540
|
|
5.8%
|
|||
|
ARRM Holdings Inc.
|
South Carolina / Manufacturing
|
Senior Secured Note — Tranche A (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 3/30/2018)(3)(4)
|
19,737
|
|
19,737
|
|
19,737
|
|
0.7%
|
|||
|
Subordinated Unsecured Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor) plus 6.00% PIK, due 3/30/2018)(4)
|
19,700
|
|
19,700
|
|
19,700
|
|
0.7%
|
|||||
|
Series A Convertible Preferred Stock (6,142.60 shares)
|
|
|
6,057
|
|
—
|
|
—%
|
|||||
|
Common Stock (6.00 shares)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
|
|
|
|
|
45,494
|
|
39,437
|
|
1.4%
|
|||
|
AWCNC, LLC(19)
|
North Carolina / Machinery
|
Members Units — Class A (1,800,000 units)
|
|
|
—
|
|
—
|
|
—%
|
|||
|
Members Units — Class B-1 (1 unit)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
Members Units — Class B-2 (7,999,999 units)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
|
|
|
|
|
—
|
|
—
|
|
—%
|
|||
|
Borga, Inc.(21)
|
California / Manufacturing
|
Revolving Line of Credit — $1,150 Commitment (5.00% (PRIME + 1.75%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4)(25)
|
1,150
|
|
1,095
|
|
586
|
|
—%
|
|||
|
Senior Secured Term Loan B (8.50% (PRIME + 5.25%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4)
|
1,611
|
|
1,501
|
|
—
|
|
—%
|
|||||
|
Senior Secured Term Loan C (12.00% plus 4.00% PIK plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)
|
9,738
|
|
706
|
|
—
|
|
—%
|
|||||
|
Common Stock (100 shares)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
Warrant (to purchase 33,750 shares of Common Stock, expires 5/6/2015)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
|
|
|
|
|
3,302
|
|
586
|
|
—%
|
|||
|
CCPI Holdings Inc.(33)
|
Ohio / Manufacturing
|
Senior Secured Note (10.00%, due 12/31/2017)(3)
|
17,663
|
|
17,663
|
|
17,663
|
|
0.7%
|
|||
|
Senior Secured Note (12.00% plus 7.00% PIK, due 6/30/2018)
|
7,659
|
|
7,659
|
|
7,659
|
|
0.3%
|
|||||
|
Common Stock (100 shares)
|
|
|
8,581
|
|
7,977
|
|
0.3%
|
|||||
|
Net Revenue Interest (4% of Net Revenue)
|
|
|
—
|
|
604
|
|
—%
|
|||||
|
|
|
|
|
|
33,903
|
|
33,903
|
|
1.3%
|
|||
|
Credit Central Holdings of Delaware, LLC(22)(34)
|
Ohio /
Consumer Finance |
Senior Secured Revolving Credit Facility — $60,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 12/31/2022)(4)(25)
|
38,082
|
|
38,082
|
|
38,082
|
|
1.4%
|
|||
|
Membership Interest
|
|
|
9,581
|
|
8,361
|
|
0.3%
|
|||||
|
Net Revenue Interest (5% of Net Revenue)
|
|
|
—
|
|
4,019
|
|
0.2%
|
|||||
|
|
|
|
|
|
47,663
|
|
50,462
|
|
1.9%
|
|||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(47)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Energy Solutions Holdings Inc.(8)
|
Texas / Energy
|
Junior Secured Note (18.00%, due 12/12/2016)
|
$
|
8,500
|
|
$
|
8,500
|
|
$
|
8,500
|
|
0.3%
|
|
Senior Secured Note to Vessel Holdings, LLC (18.00%, due 12/12/2016)
|
3,500
|
|
3,500
|
|
3,500
|
|
0.1%
|
|||||
|
Subordinated Secured Note to Jettco Marine Services, LLC (12.00% (LIBOR + 6.11% with 5.89% LIBOR floor) plus 4.00% PIK, in non-accrual status effective 10/1/2010, past due)(4)
|
13,906
|
|
12,503
|
|
8,449
|
|
0.3%
|
|||||
|
Senior Secured Note to Yatesville Coal Holdings, LLC (in non-accrual status effective 1/1/2009, past due)
|
1,449
|
|
1,449
|
|
—
|
|
—%
|
|||||
|
Escrow Receivable
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
Common Stock (100 shares)
|
|
|
8,318
|
|
6,247
|
|
0.2%
|
|||||
|
|
|
|
|
|
34,270
|
|
26,696
|
|
0.9%
|
|||
|
First Tower Holdings of Delaware LLC(22)(29)
|
Mississippi / Consumer Finance
|
Senior Secured Revolving Credit Facility — $400,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 6/30/2022)(4)(25)
|
264,760
|
|
264,760
|
|
264,760
|
|
10.0%
|
|||
|
Membership Interest
|
|
|
43,193
|
|
20,447
|
|
0.8%
|
|||||
|
Net Revenue Interest (5% of Net Revenue)
|
|
|
—
|
|
12,877
|
|
0.5%
|
|||||
|
|
|
|
|
|
307,953
|
|
298,084
|
|
11.3%
|
|||
|
The Healing Staff, Inc.(9)
|
North Carolina / Contracting
|
Secured Promissory Notes (15.00%, in non-accrual status effective 12/22/2010, past due)
|
1,688
|
|
1,686
|
|
—
|
|
—%
|
|||
|
Senior Demand Note (15.00%, in non-accrual status effective 11/1/2010, past due)
|
1,170
|
|
1,170
|
|
—
|
|
—%
|
|||||
|
Common Stock (1,000 shares)
|
|
|
975
|
|
—
|
|
—%
|
|||||
|
|
|
|
|
|
3,831
|
|
—
|
|
—%
|
|||
|
Manx Energy, Inc.(12)
|
Kansas /
Oil & Gas Production |
Senior Secured Note (13.00%, in non-accrual status effective 1/19/2010, past due)
|
500
|
|
500
|
|
346
|
|
—%
|
|||
|
Series A-1 Preferred Stock (6,635 shares)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
Common Stock (17,082 shares)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
|
|
|
|
|
500
|
|
346
|
|
—%
|
|||
|
Nationwide Acceptance Holdings LLC(22)(36)
|
Illinois /
Consumer Finance |
Senior Secured Revolving Credit Facility — $30,000 Commitment (20.00% (LIBOR + 18.50% with 1.50% LIBOR floor), due 1/31/2023)(4)(25)
|
21,308
|
|
21,308
|
|
21,308
|
|
0.8%
|
|||
|
Membership Interest
|
|
|
3,843
|
|
2,142
|
|
0.1%
|
|||||
|
Net Revenue Interest (5% of Net Revenue)
|
|
|
—
|
|
1,701
|
|
0.1%
|
|||||
|
|
|
|
|
|
25,151
|
|
25,151
|
|
1.0%
|
|||
|
NMMB Holdings, Inc.(24)
|
New York / Media
|
Senior Term Loan (14.00%, due 5/6/2016)
|
16,000
|
|
16,000
|
|
13,149
|
|
0.5%
|
|||
|
Senior Subordinated Term Loan (15.00%, due 5/6/2016)
|
2,800
|
|
2,800
|
|
—
|
|
—%
|
|||||
|
Series A Preferred Stock (4,400 shares)
|
|
|
4,400
|
|
—
|
|
—%
|
|||||
|
|
|
|
|
|
23,200
|
|
13,149
|
|
0.5%
|
|||
|
R-V Industries, Inc.
|
Pennsylvania / Manufacturing
|
Senior Subordinated Note (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 6/12/2018)(4)
|
32,750
|
|
32,750
|
|
32,750
|
|
1.2%
|
|||
|
Common Stock (545,107 shares)
|
|
|
5,087
|
|
18,522
|
|
0.7%
|
|||||
|
Warrant (to purchase 200,000 shares of Common Stock, expires 6/30/2017)
|
|
|
1,682
|
|
6,796
|
|
0.3%
|
|||||
|
|
|
|
|
|
39,519
|
|
58,068
|
|
2.2%
|
|||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Control Investments (greater than 25.00% voting control)(47)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Valley Electric
Holdings I, Inc.(35) |
Washington / Construction & Engineering
|
Senior Secured Note (9.00% (LIBOR + 6.00%, with 3.00% LIBOR floor) plus 9.00% PIK, due 12/31/2018)(4)
|
$
|
34,063
|
|
$
|
34,063
|
|
$
|
34,063
|
|
1.3%
|
|
Senior Secured Note (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2017)(3)(4)
|
10,026
|
|
10,026
|
|
10,026
|
|
0.4%
|
|||||
|
Common Stock (100 shares)
|
|
|
9,526
|
|
8,288
|
|
0.3%
|
|||||
|
Net Revenue Interest (5% of Net Revenue)
|
|
|
—
|
|
1,238
|
|
0.1%
|
|||||
|
|
|
|
|
|
53,615
|
|
53,615
|
|
2.1%
|
|||
|
Wolf Energy
Holdings Inc.(12) |
Kansas /
Oil & Gas Production |
Senior Secured Promissory Note secured by assets formerly owned by H&M (18.00%, in non-accrual status effective 4/15/2013, due 4/15/2018)(37)
|
22,000
|
|
—
|
|
3,832
|
|
0.1%
|
|||
|
Senior Secured Note to Appalachian Energy Holdings, LLC (8.00%, in non-accrual status effective 1/19/2010, past due)
|
2,642
|
|
2,000
|
|
546
|
|
—%
|
|||||
|
Senior Secured Note to Appalachian Energy Holdings, LLC (8.00%, in non-accrual status, past due)
|
51
|
|
50
|
|
51
|
|
—%
|
|||||
|
Senior Secured Note to Coalbed, LLC (8.00%, in non-accrual status effective 1/19/2010, past due)(6)
|
7,930
|
|
5,990
|
|
—
|
|
—%
|
|||||
|
Common Stock (100 shares)
|
|
|
—
|
|
—
|
|
—%
|
|||||
|
Net Profits Interest (8% of Equity Distributions)(7)
|
|
|
—
|
|
520
|
|
—%
|
|||||
|
|
|
|
|
|
8,040
|
|
4,949
|
|
0.1%
|
|||
|
Total Control Investments
|
|
$
|
830,151
|
|
$
|
811,634
|
|
30.6%
|
||||
|
Affiliate Investments (5.00% to 24.99% voting control)(48)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||
|
BNN Holdings Corp.
(f/k/a Biotronic NeuroNetwork) |
Michigan / Healthcare
|
Senior Secured Note (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 12/17/2017)(3)(4)
|
29,550
|
|
29,550
|
|
29,550
|
|
1.1%
|
||
|
Series A Preferred Stock (9,925.455 shares)(13)
|
|
|
2,300
|
|
2,832
|
|
0.1%
|
||||
|
Series B Preferred Stock (1,753.636 shares)(13)
|
|
|
579
|
|
533
|
|
—%
|
||||
|
|
|
|
|
|
32,429
|
|
32,915
|
|
1.2%
|
||
|
BXC Holding
Company(20) |
Georgia /
Textiles, Apparel & Luxury Goods |
Senior Secured Term Loan A (10.00% plus 1.00% PIK, due 9/15/2015)
|
1,712
|
|
1,702
|
|
1,712
|
|
0.1%
|
||
|
Senior Secured Term Loan B (10.00% plus 1.00% PIK, due 9/15/2015)
|
4,892
|
|
4,809
|
|
4,892
|
|
0.2%
|
||||
|
Senior Secured Term Loan C (10.00% plus 1.00% PIK, due 9/15/2015)
|
2,371
|
|
2,371
|
|
2,371
|
|
0.1%
|
||||
|
Senior Secured Term Loan (10.00% plus 1.00% PIK, due 9/15/2015)
|
8,325
|
|
7,878
|
|
410
|
|
—%
|
||||
|
Series A Preferred Stock (1,000,000 shares)
|
|
|
—
|
|
—
|
|
—%
|
||||
|
Common Stock (10,000 shares)
|
|
|
—
|
|
—
|
|
—%
|
||||
|
Warrant (to purchase 15% of all classes of equity, expires 8/31/2022)
|
|
|
—
|
|
—
|
|
—%
|
||||
|
|
|
|
|
|
16,760
|
|
9,385
|
|
0.4%
|
||
|
Smart, LLC(14)
|
New York / Diversified / Conglomerate Service
|
Membership Interest
|
|
|
—
|
|
143
|
|
—%
|
||
|
|
|
|
|
|
—
|
|
143
|
|
—%
|
||
|
Total Affiliate Investments
|
|
$
|
49,189
|
|
$
|
42,443
|
|
1.6%
|
|||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
ADAPCO, Inc.
|
Florida / Ecological
|
Common Stock (5,000 shares)
|
|
$
|
141
|
|
$
|
335
|
|
—%
|
||
|
|
|
|
|
141
|
|
335
|
|
—%
|
||||
|
Aderant North
America, Inc. |
Georgia /
Software & Computer Services |
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 6/20/2019)(4)
|
$
|
7,000
|
|
6,900
|
|
7,000
|
|
0.3%
|
||
|
|
|
|
|
6,900
|
|
7,000
|
|
0.3%
|
||||
|
Aircraft Fasteners International, LLC
|
California / Machinery
|
Class A Units (32,500 units)
|
|
396
|
|
565
|
|
—%
|
||||
|
|
|
|
|
396
|
|
565
|
|
—%
|
||||
|
ALG USA
Holdings, LLC |
Pennsylvania / Hotels, Restaurants & Leisure
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 2/28/2020)(4)
|
12,000
|
|
11,764
|
|
12,000
|
|
0.4%
|
|||
|
|
|
|
|
11,764
|
|
12,000
|
|
0.4%
|
||||
|
Allied Defense
Group, Inc. |
Virginia / Aerospace & Defense
|
Common Stock (10,000 shares)
|
|
56
|
|
—
|
|
—%
|
||||
|
|
|
|
|
56
|
|
—
|
|
—%
|
||||
|
American Gilsonite Company
|
Utah /
Metal Services & Minerals |
Second Lien Term Loan (11.50%, due 9/1/2017)
|
38,500
|
|
38,500
|
|
38,500
|
|
1.4%
|
|||
|
Membership Interest(15)
|
|
—
|
|
4,058
|
|
0.2%
|
||||||
|
|
|
|
|
38,500
|
|
42,558
|
|
1.6%
|
||||
|
Apidos CLO VIII(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
19,730
|
|
19,931
|
|
19,718
|
|
0.7%
|
|||
|
|
|
|
|
19,931
|
|
19,718
|
|
0.7%
|
||||
|
Apidos CLO IX(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
20,525
|
|
19,609
|
|
19,294
|
|
0.7%
|
|||
|
|
|
|
|
19,609
|
|
19,294
|
|
0.7%
|
||||
|
Apidos CLO XI(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
38,340
|
|
39,239
|
|
37,972
|
|
1.4%
|
|||
|
|
|
|
|
39,239
|
|
37,972
|
|
1.4%
|
||||
|
Apidos CLO XII(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
44,063
|
|
43,480
|
|
40,294
|
|
1.5%
|
|||
|
|
|
|
|
43,480
|
|
40,294
|
|
1.5%
|
||||
|
Arctic Glacier
U.S.A., Inc. |
Canada /
Food Products |
Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor), due 11/10/2019)(4)
|
150,000
|
|
150,000
|
|
150,000
|
|
5.6%
|
|||
|
|
|
|
|
150,000
|
|
150,000
|
|
5.6%
|
||||
|
Armor Holding
II LLC(16) |
New York / Diversified Financial Services
|
Second Lien Term Loan (9.25% (LIBOR + 8.00% with 1.25% LIBOR floor), due 12/26/2020)(4)
|
7,000
|
|
6,860
|
|
7,000
|
|
0.3%
|
|||
|
|
|
|
|
6,860
|
|
7,000
|
|
0.3%
|
||||
|
Atlantis Health Care Group (Puerto Rico), Inc.
|
Puerto Rico / Healthcare
|
Revolving Line of Credit — $7,000 Commitment (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 2/21/2014)(4)(25)(26)
|
2,000
|
|
2,000
|
|
2,000
|
|
0.1%
|
|||
|
Senior Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 2/21/2018)(3)(4)
|
39,352
|
|
39,352
|
|
39,352
|
|
1.5%
|
|||||
|
|
|
|
|
41,352
|
|
41,352
|
|
1.6%
|
||||
|
Babson CLO Ltd.
2011-I(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
35,000
|
|
34,499
|
|
34,450
|
|
1.3%
|
|||
|
|
|
|
|
34,499
|
|
34,450
|
|
1.3%
|
||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Babson CLO Ltd.
2012-I(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
$
|
29,075
|
|
$
|
25,917
|
|
$
|
27,269
|
|
1.0%
|
|
|
|
|
|
25,917
|
|
27,269
|
|
1.0%
|
||||
|
Babson CLO Ltd.
2012-II(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
27,850
|
|
28,863
|
|
27,510
|
|
1.0%
|
|||
|
|
|
|
|
28,863
|
|
27,510
|
|
1.0%
|
||||
|
Blue Coat
Systems, Inc.(16) |
Massachusetts / Software & Computer Services
|
Second Lien Term Loan (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 6/28/2020)(4)
|
11,000
|
|
10,890
|
|
11,000
|
|
0.4%
|
|||
|
|
|
|
|
10,890
|
|
11,000
|
|
0.4%
|
||||
|
Broder Bros., Co.
|
Pennsylvania / Textiles, Apparel & Luxury Goods
|
Senior Secured Notes (10.75% (LIBOR + 9.00% with 1.75% LIBOR floor), due 6/27/2018)(3)(4)
|
99,500
|
|
99,500
|
|
99,323
|
|
3.7%
|
|||
|
|
|
|
|
99,500
|
|
99,323
|
|
3.7%
|
||||
|
Brookside Mill
CLO Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
26,000
|
|
23,896
|
|
23,743
|
|
0.9%
|
|||
|
|
|
|
|
23,896
|
|
23,743
|
|
0.9%
|
||||
|
Byrider Systems Acquisition Corp.(22)
|
Indiana /
Auto Finance |
Senior Subordinated Notes (12.00% plus 2.00% PIK, due 11/3/2016)(3)
|
10,914
|
|
10,914
|
|
10,417
|
|
0.4%
|
|||
|
|
|
|
|
10,914
|
|
10,417
|
|
0.4%
|
||||
|
Caleel + Hayden, LLC(14)(31)
|
Colorado / Personal & Nondurable Consumer Products
|
Membership Interest
|
|
—
|
|
104
|
|
—%
|
||||
|
Escrow Receivable
|
|
—
|
|
137
|
|
—%
|
||||||
|
|
|
|
|
—
|
|
241
|
|
—%
|
||||
|
Capstone
Logistics, LLC |
Georgia / Commercial Services
|
Senior Secured Term Loan A (6.50% (LIBOR + 5.00% with 1.50% LIBOR floor), due 9/16/2016)(4)
|
97,291
|
|
97,291
|
|
97,291
|
|
3.7%
|
|||
|
Senior Secured Term Loan B (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 9/16/2016)(3)(4)
|
100,000
|
|
100,000
|
|
100,000
|
|
3.8%
|
|||||
|
|
|
|
|
197,291
|
|
197,291
|
|
7.5%
|
||||
|
Cargo Airport Services USA, LLC
|
New York / Transportation
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 3/31/2016)(3)(4)
|
43,977
|
|
43,977
|
|
44,417
|
|
1.7%
|
|||
|
Common Equity (1.6 units)
|
|
1,639
|
|
1,860
|
|
0.1%
|
||||||
|
|
|
|
|
45,616
|
|
46,277
|
|
1.8%
|
||||
|
Cent CLO 17 Limited(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
24,870
|
|
24,615
|
|
25,454
|
|
1.0%
|
|||
|
|
|
|
|
24,615
|
|
25,454
|
|
1.0%
|
||||
|
CI Holdings(4)
|
Texas /
Software & Computer Services |
Senior Secured Term Loan (10.00% (LIBOR + 5.00% with 5.00% LIBOR floor), due 6/11/2019)
|
114,713
|
|
114,713
|
|
114,713
|
|
4.3%
|
|||
|
|
|
|
|
114,713
|
|
114,713
|
|
4.3%
|
||||
|
CIFC Funding
2011-I, Ltd.(4)(22) |
Cayman Islands / Diversified Financial Services
|
Class D Senior Secured Notes (5.32% (LIBOR + 5.00%), due 1/19/2023)
|
19,000
|
|
15,029
|
|
15,844
|
|
0.6%
|
|||
|
Class E Subordinated Notes (7.32% (LIBOR + 7.00%), due 1/19/2023)
|
15,400
|
|
12,638
|
|
12,745
|
|
0.5%
|
|||||
|
|
|
|
|
27,667
|
|
28,589
|
|
1.1%
|
||||
|
Cinedigm DC
Holdings, LLC(4) |
New York / Software & Computer Services
|
Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)
|
70,595
|
|
70,595
|
|
70,595
|
|
2.7%
|
|||
|
|
|
|
|
70,595
|
|
70,595
|
|
2.7%
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
The Copernicus
Group, Inc. |
North Carolina / Healthcare
|
Escrow Receivable
|
|
$
|
—
|
|
$
|
130
|
|
—%
|
||
|
|
|
|
|
—
|
|
130
|
|
—%
|
||||
|
Correctional Healthcare Holding Company, Inc.
|
Colorado / Healthcare
|
Second Lien Term Loan (11.25%, due 1/11/2020)(3)
|
$
|
27,100
|
|
27,100
|
|
27,100
|
|
1.0%
|
||
|
|
|
|
|
27,100
|
|
27,100
|
|
1.0%
|
||||
|
Coverall North
America, Inc. |
Florida / Commercial Services
|
Senior Secured Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor), due 12/17/2017)(3)(4)
|
39,303
|
|
39,303
|
|
39,303
|
|
1.5%
|
|||
|
|
|
|
|
39,303
|
|
39,303
|
|
1.5%
|
||||
|
CP Well Testing, LLC
|
Oklahoma / Oil & Gas Production
|
Senior Secured Term Loan (13.50% (LIBOR + 11.00% with 2.50% LIBOR floor), due 10/03/2017)(4)
|
19,125
|
|
19,125
|
|
19,125
|
|
0.7%
|
|||
|
|
|
|
|
19,125
|
|
19,125
|
|
0.7%
|
||||
|
CRT MIDCO, LLC
|
Wisconsin / Media
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 6/30/2017)(3)(4)
|
71,106
|
|
71,106
|
|
71,106
|
|
2.7%
|
|||
|
|
|
|
|
71,106
|
|
71,106
|
|
2.7%
|
||||
|
Deltek, Inc.
|
Virginia /
Software & Computer Services |
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 10/10/2019)(4)
|
12,000
|
|
11,833
|
|
12,000
|
|
0.5%
|
|||
|
|
|
|
|
11,833
|
|
12,000
|
|
0.5%
|
||||
|
Diamondback
Operating, LP |
Oklahoma / Oil & Gas Production
|
Net Profits Interest (15% of Equity Distributions)(7)
|
|
—
|
|
—
|
|
—%
|
||||
|
|
|
|
|
—
|
|
—
|
|
—%
|
||||
|
Edmentum, Inc.
(f/k/a Archipelago Learning, Inc.)(4) |
Minnesota / Consumer Services
|
Second Lien Term Loan (11.25% (LIBOR + 9.75% with 1.50% LIBOR floor), due 5/17/2019)
|
50,000
|
|
48,218
|
|
50,000
|
|
1.9%
|
|||
|
|
|
|
|
48,218
|
|
50,000
|
|
1.9%
|
||||
|
EIG Investors Corp.
|
Massachusetts / Software & Computer Services
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 5/09/2020)(4)(16)
|
22,000
|
|
21,792
|
|
22,000
|
|
0.8%
|
|||
|
|
|
|
|
21,792
|
|
22,000
|
|
0.8%
|
||||
|
Empire Today, LLC
|
Illinois / Durable Consumer Products
|
Senior Secured Note (11.375%, due 2/1/2017)
|
15,700
|
|
15,332
|
|
14,650
|
|
0.6%
|
|||
|
|
|
|
|
15,332
|
|
14,650
|
|
0.6%
|
||||
|
EXL Acquisition Corp.
|
South Carolina / Biotechnology
|
Escrow Receivable
|
|
—
|
|
14
|
|
—%
|
||||
|
|
|
|
|
—
|
|
14
|
|
—%
|
||||
|
Evanta Ventures, Inc.(11)
|
Oregon / Commercial Services
|
Subordinated Unsecured (12.00% plus 1.00% PIK, due 9/28/2018)
|
10,479
|
|
10,479
|
|
10,479
|
|
0.4%
|
|||
|
|
|
|
|
10,479
|
|
10,479
|
|
0.4%
|
||||
|
Fairchild Industrial Products, Co.
|
North Carolina / Electronics
|
Escrow Receivable
|
|
—
|
|
149
|
|
—%
|
||||
|
|
|
|
|
—
|
|
149
|
|
—%
|
||||
|
Fischbein, LLC
|
North Carolina / Machinery
|
Escrow Receivable
|
|
—
|
|
225
|
|
—%
|
||||
|
|
|
|
|
—
|
|
225
|
|
—%
|
||||
|
Focus Brands, Inc.(4)
|
Georgia / Consumer Services
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 8/21/2018)
|
18,000
|
|
17,731
|
|
18,000
|
|
0.7%
|
|||
|
|
|
|
|
17,731
|
|
18,000
|
|
0.7%
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
FPG, LLC
|
Illinois /
Durable Consumer Products |
Senior Secured Term Loan (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 1/20/2017)(4)
|
$
|
21,401
|
|
$
|
21,401
|
|
$
|
21,401
|
|
0.8%
|
|
Common Stock (5,638 shares)
|
|
27
|
|
19
|
|
—%
|
||||||
|
|
|
|
|
21,428
|
|
21,420
|
|
0.8%
|
||||
|
Galaxy XII CLO, Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
22,000
|
|
20,792
|
|
21,657
|
|
0.8%
|
|||
|
|
|
|
|
20,792
|
|
21,657
|
|
0.8%
|
||||
|
Galaxy XV CLO, Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
35,025
|
|
32,119
|
|
30,227
|
|
1.1%
|
|||
|
|
|
|
|
32,119
|
|
30,227
|
|
1.1%
|
||||
|
Grocery Outlet, Inc.
|
California / Retail
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 6/17/2019)(4)
|
14,457
|
|
14,127
|
|
14,457
|
|
0.5%
|
|||
|
|
|
|
|
14,127
|
|
14,457
|
|
0.5%
|
||||
|
Gulf Coast Machine & Supply Company
|
Texas / Manufacturing
|
Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 10/12/2017)(3)(4)
|
41,213
|
|
41,213
|
|
31,972
|
|
1.2%
|
|||
|
|
|
|
|
41,213
|
|
31,972
|
|
1.2%
|
||||
|
Halcyon Loan Advisors Funding 2012-1 Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
23,188
|
|
22,279
|
|
22,724
|
|
0.9%
|
|||
|
|
|
|
|
22,279
|
|
22,724
|
|
0.9%
|
||||
|
Halcyon Loan Advisors Funding 2013-1 Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
40,400
|
|
41,085
|
|
38,291
|
|
1.4%
|
|||
|
|
|
|
|
41,085
|
|
38,291
|
|
1.4%
|
||||
|
Hoffmaster Group, Inc.(4)
|
Wisconsin / Personal & Nondurable Consumer Products
|
Second Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 1/3/2019)
|
20,000
|
|
19,831
|
|
19,598
|
|
0.7%
|
|||
|
Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 1/3/2019)
|
1,000
|
|
991
|
|
955
|
|
—%
|
|||||
|
|
|
|
|
20,822
|
|
20,553
|
|
0.7%
|
||||
|
ICON Health & Fitness, Inc.
|
Utah / Durable Consumer Products
|
Senior Secured Note (11.875%, due 10/15/2016)(3)
|
43,100
|
|
43,310
|
|
33,929
|
|
1.3%
|
|||
|
|
|
|
|
43,310
|
|
33,929
|
|
1.3%
|
||||
|
IDQ Holdings, Inc.
|
Texas / Automobile
|
Senior Secured Note (11.50%, due 4/1/2017)
|
12,500
|
|
12,300
|
|
12,500
|
|
0.5%
|
|||
|
|
|
|
|
12,300
|
|
12,500
|
|
0.5%
|
||||
|
ING IM CLO
2012-2, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
38,070
|
|
34,904
|
|
36,848
|
|
1.4%
|
|||
|
|
|
|
|
34,904
|
|
36,848
|
|
1.4%
|
||||
|
ING IM CLO
2012-3, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
46,632
|
|
44,454
|
|
46,361
|
|
1.7%
|
|||
|
|
|
|
|
44,454
|
|
46,361
|
|
1.7%
|
||||
|
ING IM CLO
2012-4, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
40,613
|
|
39,255
|
|
41,153
|
|
1.5%
|
|||
|
|
|
|
|
39,255
|
|
41,153
|
|
1.5%
|
||||
|
Injured Workers Pharmacy, LLC
|
Massachusetts / Healthcare
|
Second Lien Term Loan (11.50% (LIBOR + 7.00% with 4.50% LIBOR floor) plus 1.00% PIK, due 5/31/2019)(3)(4)
|
22,430
|
|
22,430
|
|
22,430
|
|
0.8%
|
|||
|
|
|
|
|
22,430
|
|
22,430
|
|
0.8%
|
||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
InterDent, Inc.(4)
|
California / Healthcare
|
Senior Secured Term Loan A (8.00% (LIBOR + 6.50% with 1.50% LIBOR floor), due 8/3/2017)
|
$
|
53,475
|
|
$
|
53,475
|
|
$
|
53,475
|
|
2.0%
|
|
Senior Secured Term Loan B (13.00% (LIBOR + 10.00% with 3.00% LIBOR floor), due 8/3/2017)(3)
|
55,000
|
|
55,000
|
|
55,000
|
|
2.1%
|
|||||
|
|
|
|
|
108,475
|
|
108,475
|
|
4.1%
|
||||
|
JHH Holdings, Inc.
|
Texas / Healthcare
|
Second Lien Term Loan (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 1.50% PIK, due 6/23/2018)(3)(4)
|
16,119
|
|
16,119
|
|
16,119
|
|
0.6%
|
|||
|
|
|
|
|
16,119
|
|
16,119
|
|
0.6%
|
||||
|
LaserShip, Inc.(4)
|
Virginia / Transportation
|
Revolving Line of Credit — $5,000 Commitment (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 12/21/2014)(25)
|
—
|
|
—
|
|
—
|
|
—%
|
|||
|
Senior Secured Term Loan (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 12/21/2017)(3)
|
37,031
|
|
37,031
|
|
37,031
|
|
1.4%
|
|||||
|
|
|
|
|
37,031
|
|
37,031
|
|
1.4%
|
||||
|
LCM XIV Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
26,500
|
|
25,838
|
|
25,838
|
|
1.0%
|
|||
|
|
|
|
|
25,838
|
|
25,838
|
|
1.0%
|
||||
|
LHC Holdings Corp.
|
Florida / Healthcare
|
Revolving Line of Credit — $750 Commitment (8.50% (LIBOR + 6.00% with 2.50% LIBOR floor), due 5/31/2015)(4)(25)(26)
|
—
|
|
—
|
|
—
|
|
—%
|
|||
|
Senior Subordinated Debt (10.50%, due 5/31/2015)(3)
|
2,865
|
|
2,865
|
|
2,865
|
|
0.1%
|
|||||
|
Common Stock (125 shares)
|
|
216
|
|
245
|
|
—%
|
||||||
|
|
|
|
|
3,081
|
|
3,110
|
|
0.1%
|
||||
|
Madison Park
Funding IX, Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
31,110
|
|
26,401
|
|
26,596
|
|
1.0%
|
|||
|
|
|
|
|
26,401
|
|
26,596
|
|
1.0%
|
||||
|
Material Handling Services, LLC(4)
|
Ohio /
Business Services |
Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 7/5/2017)(3)
|
27,580
|
|
27,580
|
|
27,199
|
|
1.0%
|
|||
|
Senior Secured Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 12/21/2017)
|
37,959
|
|
37,959
|
|
37,035
|
|
1.4%
|
|||||
|
|
|
|
|
65,539
|
|
64,234
|
|
2.4%
|
||||
|
Maverick Healthcare Equity, LLC
|
Arizona / Healthcare
|
Preferred Units (1,250,000 units)
|
|
1,252
|
|
780
|
|
—%
|
||||
|
Class A Common Units (1,250,000 units)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
1,252
|
|
780
|
|
—%
|
||||
|
Medical Security Card Company, LLC(4)
|
Arizona / Healthcare
|
Revolving Line of Credit — $1,500 Commitment (9.50% (LIBOR + 7.00% with 2.50% LIBOR floor), due 2/1/2016)(25)
|
—
|
|
—
|
|
—
|
|
—%
|
|||
|
First Lien Term Loan (11.25% (LIBOR + 8.75% with 2.50% LIBOR floor), due 2/1/2016)(3)
|
13,427
|
|
13,427
|
|
13,427
|
|
0.5%
|
|||||
|
|
|
|
|
13,427
|
|
13,427
|
|
0.5%
|
||||
|
Mountain View CLO 2013-I Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Subordinated Notes (Residual Interest)
|
43,650
|
|
44,235
|
|
43,192
|
|
1.6%
|
|||
|
|
|
|
|
44,235
|
|
43,192
|
|
1.6%
|
||||
|
National Bankruptcy Services, LLC(3)(4)
|
Texas /
Diversified Financial Services |
Senior Subordinated Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 1.50% PIK, due 7/17/2017)
|
18,683
|
|
18,683
|
|
16,883
|
|
0.6%
|
|||
|
|
|
|
|
18,683
|
|
16,883
|
|
0.6%
|
||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Naylor, LLC(4)
|
Florida / Media
|
Revolving Line of Credit — $2,500 Commitment (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 6/7/2017)(25)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—%
|
|
Senior Secured Term Loan (11.00% (LIBOR + 8.00% with 3.00% LIBOR floor), due 6/7/2017)(3)
|
46,170
|
|
46,170
|
|
46,170
|
|
1.7%
|
|||||
|
|
|
|
|
46,170
|
|
46,170
|
|
1.7%
|
||||
|
New Century Transportation, Inc.
|
New Jersey / Transportation
|
Senior Subordinated Term Loan (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 3.00% PIK, due 2/3/2018)(3)(4)
|
45,120
|
|
45,120
|
|
44,166
|
|
1.7%
|
|||
|
|
|
|
|
45,120
|
|
44,166
|
|
1.7%
|
||||
|
New Star Metals, Inc.
|
Indiana /
Metal Services & Minerals |
Senior Subordinated Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor) plus 1.00% PIK, due 2/2/2018)(4)
|
50,274
|
|
50,274
|
|
50,274
|
|
1.9%
|
|||
|
|
|
|
|
50,274
|
|
50,274
|
|
1.9%
|
||||
|
Nixon, Inc.
|
California / Durable Consumer Products
|
Senior Secured Term Loan (8.75% plus 2.75% PIK, due 4/16/2018)(16)
|
15,509
|
|
15,252
|
|
14,992
|
|
0.6%
|
|||
|
|
|
|
|
15,252
|
|
14,992
|
|
0.6%
|
||||
|
NRG Manufacturing, Inc.
|
Texas / Manufacturing
|
Escrow Receivable
|
|
—
|
|
3,618
|
|
0.1%
|
||||
|
|
|
|
|
—
|
|
3,618
|
|
0.1%
|
||||
|
Octagon Investment Partners XV, Ltd.(22)
|
Cayman Islands / Diversified Financial Services
|
Income Notes (Residual Interest)
|
26,901
|
|
26,919
|
|
25,515
|
|
1.0%
|
|||
|
|
|
|
|
26,919
|
|
25,515
|
|
1.0%
|
||||
|
Pegasus Business Intelligence, LP(4)
|
Texas /
Diversified Financial Services |
Revolving Line of Credit — $2,500 Commitment (9.00% (LIBOR + 7.75% with 1.25% LIBOR floor), due 4/18/2014)(25)
|
—
|
|
—
|
|
—
|
|
—%
|
|||
|
Senior Secured Term Loan A (6.75% (LIBOR + 5.50% with 1.25% LIBOR floor), due 4/18/2018)
|
15,938
|
|
15,938
|
|
15,938
|
|
0.6%
|
|||||
|
Senior Secured Term Loan B (13.75% (LIBOR + 12.50% with 1.25% LIBOR floor), due 4/18/2018)
|
15,938
|
|
15,938
|
|
15,938
|
|
0.6%
|
|||||
|
|
|
|
|
31,876
|
|
31,876
|
|
1.2%
|
||||
|
Pelican Products, Inc.(16)
|
California / Durable Consumer Products
|
Second Lien Term Loan (11.50% (LIBOR + 10.00% with 1.50% LIBOR floor), due 6/14/2019)(3)(4)
|
15,000
|
|
14,729
|
|
15,000
|
|
0.6%
|
|||
|
|
|
|
|
14,729
|
|
15,000
|
|
0.6%
|
||||
|
The Petroleum Place, Inc.
|
Colorado / Software & Computer Services
|
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 5/20/2019)(4)
|
22,000
|
|
21,690
|
|
22,000
|
|
0.8%
|
|||
|
|
|
|
|
21,690
|
|
22,000
|
|
0.8%
|
||||
|
Pinnacle (US) Acquisition Co. Limited(16)
|
Texas / Software & Computer Services
|
Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 8/3/2020)(4)
|
10,000
|
|
9,815
|
|
10,000
|
|
0.4%
|
|||
|
|
|
|
|
9,815
|
|
10,000
|
|
0.4%
|
||||
|
Pre-Paid Legal Services, Inc.(16)
|
Oklahoma / Consumer Services
|
Senior Subordinated Term Loan (11.50% (PRIME + 8.25%), due 12/31/2016)(3)(4)
|
5,000
|
|
5,000
|
|
5,000
|
|
0.2%
|
|||
|
|
|
|
|
5,000
|
|
5,000
|
|
0.2%
|
||||
|
Prince Mineral
Holding Corp. |
New York /
Metal Services & Minerals |
Senior Secured Term Loan (11.50%, due 12/15/2019)
|
10,000
|
|
9,888
|
|
10,000
|
|
0.4%
|
|||
|
|
|
|
|
9,888
|
|
10,000
|
|
0.4%
|
||||
|
Progrexion
Holdings, Inc.(4)(28) |
Utah /
Consumer Services |
Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 9/14/2017)(3)
|
241,033
|
|
241,033
|
|
241,033
|
|
9.1%
|
|||
|
|
|
|
|
241,033
|
|
241,033
|
|
9.1%
|
||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Rocket
Software, Inc.(3)(4) |
Massachusetts / Software & Computer Services
|
Second Lien Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 2/8/2019)
|
$
|
20,000
|
|
$
|
19,719
|
|
$
|
20,000
|
|
0.8%
|
|
|
|
|
|
19,719
|
|
20,000
|
|
0.8%
|
||||
|
Royal Adhesives & Sealants, LLC
|
Indiana /
Chemicals |
Senior Subordinated Unsecured Term Loan (12.00% plus 2.00% PIK, due 11/29/2016)
|
28,364
|
|
28,364
|
|
28,648
|
|
1.1%
|
|||
|
|
|
|
|
28,364
|
|
28,648
|
|
1.1%
|
||||
|
Ryan, LLC(4)
|
Texas /
Business Services |
Subordinated Secured Notes (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 3.00% PIK, due 6/30/2018)
|
70,000
|
|
70,000
|
|
70,000
|
|
2.6%
|
|||
|
|
|
|
|
70,000
|
|
70,000
|
|
2.6%
|
||||
|
Sandow Media, LLC
|
Florida / Media
|
Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor) plus 1.50% PIK, due 5/8/2018)(4)
|
24,900
|
|
24,900
|
|
24,900
|
|
0.9%
|
|||
|
|
|
|
|
24,900
|
|
24,900
|
|
0.9%
|
||||
|
Seaton Corp.(3)(4)
|
Illinois /
Business Services |
Subordinated Secured (12.50% (LIBOR + 9.00% with 3.50% LIBOR floor) plus 2.00% PIK, due 3/14/2014)
|
3,305
|
|
3,249
|
|
3,305
|
|
0.1%
|
|||
|
Subordinated Secured (12.50% (LIBOR + 9.00% with 3.50% LIBOR floor) plus 2.00% PIK, due 3/14/2015)
|
10,005
|
|
10,005
|
|
10,005
|
|
0.4%
|
|||||
|
|
|
|
|
13,254
|
|
13,310
|
|
0.5%
|
||||
|
SESAC
Holdco II LLC(16) |
Tennessee / Media
|
Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 7/12/2019)(4)
|
6,000
|
|
5,914
|
|
6,000
|
|
0.2%
|
|||
|
|
|
|
|
5,914
|
|
6,000
|
|
0.2%
|
||||
|
Skillsoft Public Limited Company(22)
|
Ireland / Software & Computer Services
|
Senior Unsecured Notes (11.125%, due 6/1/2018)
|
15,000
|
|
14,927
|
|
15,000
|
|
0.6%
|
|||
|
|
|
|
|
14,927
|
|
15,000
|
|
0.6%
|
||||
|
Snacks Parent Corporation
|
Minnesota /
Food Products |
Series A Preferred Stock (4,021.45 shares)
|
|
56
|
|
56
|
|
—%
|
||||
|
Series B Preferred Stock (1,866.10 shares)
|
|
56
|
|
56
|
|
—%
|
||||||
|
Warrant (to purchase 31,196.52 shares of Common Stock, expires 11/12/2020)
|
|
479
|
|
484
|
|
—%
|
||||||
|
|
|
|
|
591
|
|
596
|
|
—%
|
||||
|
Southern Management Corporation(22)(30)
|
South Carolina / Consumer Finance
|
Second Lien Term Loan (12.00% plus 5.00% PIK, due 5/31/2017)
|
17,565
|
|
17,565
|
|
18,267
|
|
0.7%
|
|||
|
|
|
|
|
17,565
|
|
18,267
|
|
0.7%
|
||||
|
Spartan Energy Services, Inc.(3)(4)
|
Louisiana / Energy
|
Senior Secured Term Loan (10.50% (LIBOR + 9.00% with 1.50% LIBOR floor), due 12/28/2017)
|
29,625
|
|
29,625
|
|
29,625
|
|
1.1%
|
|||
|
|
|
|
|
29,625
|
|
29,625
|
|
1.1%
|
||||
|
Speedy Group
Holdings Corp. |
Canada /
Consumer Finance |
Senior Unsecured Notes (12.00%, due 11/15/2017)(22)
|
15,000
|
|
15,000
|
|
15,000
|
|
0.6%
|
|||
|
|
|
|
|
15,000
|
|
15,000
|
|
0.6%
|
||||
|
Sport Helmets
Holdings, LLC(14) |
New York / Personal & Nondurable Consumer Products
|
Escrow Receivable
|
|
—
|
|
389
|
|
—%
|
||||
|
|
|
|
|
—
|
|
389
|
|
—%
|
||||
|
Stauber Performance Ingredients, Inc.(3)(4)
|
California /
Food Products |
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 1/21/2016)
|
16,594
|
|
16,594
|
|
16,594
|
|
0.6%
|
|||
|
Senior Secured Term Loan (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 5/21/2017)
|
10,238
|
|
10,238
|
|
10,238
|
|
0.4%
|
|||||
|
|
|
|
|
26,832
|
|
26,832
|
|
1.0%
|
||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LEVEL 3 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||
|
Stryker Energy, LLC
|
Ohio /
Oil & Gas Production |
Subordinated Secured Revolving Credit Facility — $50,300 Commitment (8.50% (LIBOR + 7.00% with 1.50% LIBOR floor) plus 3.75% PIK, in non-accrual status effective 12/1/2011, due 12/1/2015)(4)(25)
|
$
|
34,738
|
|
$
|
32,711
|
|
$
|
—
|
|
—%
|
|
Overriding Royalty Interest(18)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
32,711
|
|
—
|
|
—%
|
||||
|
Symphony CLO
IX Ltd.(22) |
Cayman Islands / Diversified Financial Services
|
Preference Shares (Residual Interest)
|
45,500
|
|
42,289
|
|
43,980
|
|
1.7%
|
|||
|
|
|
|
|
42,289
|
|
43,980
|
|
1.7%
|
||||
|
System One
Holdings, LLC(3)(4) |
Pennsylvania / Business Services
|
Senior Secured Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 12/31/2018)
|
32,000
|
|
32,000
|
|
32,000
|
|
1.2%
|
|||
|
|
|
|
|
32,000
|
|
32,000
|
|
1.2%
|
||||
|
Targus Group International, Inc.(16)
|
California / Durable Consumer Products
|
First Lien Term Loan (11.00% (LIBOR + 9.50% with 1.50% LIBOR floor), due 5/25/2016)(3)(4)
|
23,520
|
|
23,209
|
|
23,520
|
|
0.9%
|
|||
|
|
|
|
|
23,209
|
|
23,520
|
|
0.9%
|
||||
|
TB Corp.(3)
|
Texas / Hotels, Restaurants & Leisure
|
Senior Subordinated Note (12.00% plus 1.50% PIK, due 12/18/2018)
|
23,361
|
|
23,361
|
|
23,361
|
|
0.9%
|
|||
|
|
|
|
|
23,361
|
|
23,361
|
|
0.9%
|
||||
|
Therakos, Inc.
|
New Jersey / Healthcare
|
Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor), due 6/27/2018)(4)(16)
|
8,000
|
|
7,773
|
|
8,000
|
|
0.3%
|
|||
|
|
|
|
|
7,773
|
|
8,000
|
|
0.3%
|
||||
|
Totes Isotoner Corporation
|
Ohio / Personal & Nondurable Consumer Products
|
Second Lien Term Loan (10.75%, (LIBOR + 9.25% with 1.50% LIBOR floor), due 1/8/2018)(3)(4)
|
39,000
|
|
39,000
|
|
39,000
|
|
1.5%
|
|||
|
|
|
|
|
39,000
|
|
39,000
|
|
1.5%
|
||||
|
Traeger Pellet
Grills LLC(4) |
Oregon /
Durable Consumer Products |
Revolving Line of Credit — $10,000 Commitment (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor), due 6/18/2014)(25)
|
6,143
|
|
6,143
|
|
6,143
|
|
0.3%
|
|||
|
Senior Secured Term Loan A (6.50% (LIBOR + 4.50% with 2.00% LIBOR floor), due 6/18/2018)
|
30,000
|
|
30,000
|
|
30,000
|
|
1.1%
|
|||||
|
Senior Secured Term Loan B (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 6/18/2018)
|
30,000
|
|
30,000
|
|
30,000
|
|
1.1%
|
|||||
|
|
|
|
|
66,143
|
|
66,143
|
|
2.5%
|
||||
|
TransFirst
Holdings, Inc.(4) |
New York / Software & Computer Services
|
Second Lien Term Loan (11.00%, (LIBOR + 9.75% with 1.25% LIBOR floor), due 6/27/2018)
|
5,000
|
|
4,860
|
|
5,000
|
|
0.2%
|
|||
|
|
|
|
|
4,860
|
|
5,000
|
|
0.2%
|
||||
|
United Sporting Companies, Inc.(5)
|
South Carolina / Durable Consumer Products
|
Second Lien Term Loan (12.75% (LIBOR + 11.00% with 1.75% LIBOR floor), due 5/16/2018)(4)
|
160,000
|
|
160,000
|
|
160,000
|
|
6.0%
|
|||
|
|
|
|
|
160,000
|
|
160,000
|
|
6.0%
|
||||
|
Wind River Resources Corporation
|
Utah /
Oil & Gas Production |
Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% default interest on principal, 16.00% default interest on past due interest, in non-accrual status effective 12/1/2008, past due)(4)
|
15,000
|
|
14,750
|
|
—
|
|
—%
|
|||
|
Net Profits Interest (5% of Equity Distributions)(7)
|
|
—
|
|
—
|
|
—%
|
||||||
|
|
|
|
|
14,750
|
|
—
|
|
—%
|
||||
|
Total Non-Control/Non-Affiliate Investments (Level 3)
|
|
$
|
3,376,375
|
|
$
|
3,318,663
|
|
124.9%
|
||||
|
|
|
|
|
|
||||||||
|
Total Level 3 Portfolio Investments
|
|
$
|
4,255,715
|
|
$
|
4,172,740
|
|
157.1%
|
||||
|
|
|
|
June 30, 2013 (Audited)
|
|||||||
|
Portfolio Company
|
Locale / Industry
|
Investments(1)
|
Principal Value
|
Cost
|
Fair
Value(2) |
% of Net Assets
|
||||
|
|
|
|
|
|
|
|
||||
|
LEVEL 1 PORTFOLIO INVESTMENTS:
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||
|
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||
|
Dover Saddlery, Inc.
|
Massachusetts / Retail
|
Common Stock (30,974 shares)
|
|
$
|
63
|
|
$
|
112
|
|
—%
|
|
|
|
|
|
63
|
|
112
|
|
—%
|
||
|
Total Non-Control/Non-Affiliate Investments (Level 1)
|
$
|
63
|
|
$
|
112
|
|
—%
|
|||
|
|
|
|
|
|
||||||
|
Total Non-Control/Non-Affiliate Investments
|
$
|
3,376,438
|
|
$
|
3,318,775
|
|
124.9%
|
|||
|
|
|
|
|
|
||||||
|
Total Portfolio Investments
|
$
|
4,255,778
|
|
$
|
4,172,852
|
|
157.1%
|
|||
|
(1)
|
The securities in which Prospect Capital Corporation (“we”, “us” or “our”) has invested were acquired in transactions that were exempt from registration under the Securities Act of 1933, as amended, or the “Securities Act.” These securities may be resold only in transactions that are exempt from registration under the Securities Act.
|
|
(2)
|
Fair value is determined by or under the direction of our Board of Directors. As of
March 31, 2014
and
June 30, 2013
, one of our portfolio investments, Dover Saddlery, Inc. was publicly traded and classified as Level 1 within the valuation hierarchy established by ASC 820,
Fair Value Measurements
(“ASC 820”). As of
March 31, 2014
and
June 30, 2013
, the fair value of our remaining portfolio investments was determined using significant unobservable inputs. ASC 820 classifies such inputs used to measure fair value as Level 3 within the valuation hierarchy. See Notes 2 and 3 within the accompanying notes to consolidated financial statements for further discussion.
|
|
(3)
|
Security, or a portion thereof, is held by Prospect Capital Funding LLC (“PCF”), our wholly-owned subsidiary and a bankruptcy remote special purpose entity, and is pledged as collateral for the Revolving Credit Facility and such security is not available as collateral to our general creditors (see Note 4). The fair values of these investments held by PCF at
March 31, 2014
and
June 30, 2013
were
$1,410,447
and
$833,310
, respectively; they represent
23.5%
and
20.0%
of our total investments, respectively.
|
|
(4)
|
Security, or portion thereof, has a floating interest rate which may be subject to a LIBOR or PRIME floor. Stated interest rate was in effect at
March 31, 2014
and
June 30, 2013
.
|
|
(5)
|
Ellett Brothers, LLC, Evans Sports, Inc., Jerry’s Sports, Inc., Simmons Gun Specialties, Inc., Bonitz Brothers, Inc., and Outdoor Sports Headquarters, Inc. are joint borrowers on our second lien loan. United Sporting Companies, Inc. is a parent guarantor of this debt investment.
|
|
(6)
|
During the quarter ended December 31, 2009, we created two new entities, Coalbed, Inc. and Coalbed, LLC, to foreclose on the outstanding senior secured loan and assigned rights and interests of Conquest Cherokee, LLC (“Conquest”) as a result of the deterioration of Conquest’s financial performance and inability to service debt payments. We own 1,000 shares of common stock in Coalbed, Inc., representing 100% of the issued and outstanding common stock. Coalbed, Inc., in turn, owns 100% of the membership interest in Coalbed, LLC. On October 21, 2009, Coalbed, LLC foreclosed on the loan formerly made to Conquest. On January 19, 2010, as part of the Manx Energy, Inc. ("Manx") rollup, the Coalbed, LLC assets and loan were assigned to Manx, the holding company. On June 30, 2012, Manx reassigned our investment in Coalbed, LLC to Wolf Energy Holdings Inc. (“Wolf”), a newly-formed, separately owned holding company. Our Board of Directors set the fair value at
zero
for the loan position in Coalbed, LLC investment as of
March 31, 2014
and
June 30, 2013
.
|
|
(7)
|
In addition to the stated returns, the net profits interest held will be realized upon sale of the borrower or a sale of the interests.
|
|
(8)
|
During the quarter ended December 31, 2011, our ownership of Change Clean Energy Holdings, LLC, Change Clean Energy, LLC, Freedom Marine Services Holdings, LLC (“Freedom Marine”), and Yatesville Coal Holdings, LLC was transferred to Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings, Inc.) (“Energy Solutions”) to consolidate all of our energy holdings under one management team. We own 100% of Energy Solutions. On December 28, 2011, we made a $3,500 debt investment in Vessel Holdings, LLC, a subsidiary of Freedom Marine. On November 25, 2013, we provided $13,000 in senior secured debt financing for the recapitalization of our investment in Jettco Marine Services, LLC (“Jettco”), a subsidiary of Freedom Marine. The subordinated secured loan to Jettco was replaced with a senior secured note to Vessel Holdings II, LLC, a new subsidiary of Freedom Marine. On December 3, 2013, we made a $16,000 senior secured investment in Vessel Holdings III, LLC, another new subsidiary of Freedom Marine.
|
|
(9)
|
We own 1,000 shares of common stock in The Healing Staff, Inc. (f/k/a Lisamarie Fallon, Inc.), representing 100% ownership.
|
|
(10)
|
GTP Operations, LLC (f/k/a CI (Transplace) Holdings, LLC), Transplace, LLC, CI (Transplace) International, LLC, Transplace Freight Services, LLC, Transplace Texas, LP, Transplace Stuttgart, LP, Transplace International, Inc., Celtic International, LLC, and Treetop Merger Sub, LLC are joint borrowers on our senior secured investment.
|
|
(11)
|
Evanta Ventures, Inc. and Sports Leadership Institute, Inc. are joint borrowers on our investment.
|
|
(12)
|
On January 19, 2010, we modified the terms of our senior secured debt in Appalachian Energy Holdings, LLC ("AEH") and Coalbed, LLC ("Coalbed") in conjunction with the formation of Manx, a new entity consisting of the assets of AEH, Coalbed and Kinley Exploration. The assets of the three companies were brought under new common management. We funded $2,800 at closing to Manx to provide for working capital. A portion of our loans to AEH and Coalbed was exchanged for Manx preferred equity, while our AEH equity interest was converted into Manx common stock. There was no change to fair value at the time of restructuring. On June 30, 2012, Manx reassigned our investments in Coalbed and AEH to Wolf, a newly-formed, separately owned holding company. We continue to fully reserve any income accrued for Manx. During the quarter ended June 30, 2013, we determined that the impairment of Manx was other-than-temporary and recorded a realized loss of $9,397 for the amount that the amortized cost exceeded the fair value. The Board of Directors set the fair value of our investment in Manx at
zero
and
$346
as of
March 31, 2014
and
June 30, 2013
, respectively.
|
|
(13)
|
On a fully diluted basis represents 10.00% of voting common shares.
|
|
(14)
|
A portion of the positions listed was issued by an affiliate of the portfolio company.
|
|
(15)
|
We own 99.9999% of AGC/PEP, LLC. AGC/PEP, LLC owns 2,037.65 out of a total of 83,818.69 shares (including 5,111 vested and unvested management options) of American Gilsonite Holding Company which owns 100% of American Gilsonite Company.
|
|
(16)
|
Syndicated investment which had been originated by another financial institution and broadly distributed.
|
|
(17)
|
MITY Holdings of Delaware Inc., an entity in which we own 100% of the common stock, owns 97.7% (42,053 common shares) of MITY Enterprises, Inc., the operating compan
y. MITY Enterprises, Inc., MITY-Lite, Inc., and Broda Enterprises USA, Inc., are joint borrowers. on our senior secured investment in MITY Enterprises, Inc.
|
|
(18)
|
The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower.
|
|
(19)
|
On December 31, 2009, we sold our investment in Aylward Enterprises, LLC. AWCNC, LLC is the remaining holding company with zero assets. Our remaining outstanding debt after the sale was written off on December 31, 2009 and no value has been assigned to the equity position as of
March 31, 2014
and
June 30, 2013
.
|
|
(20)
|
Boxercraft Incorporated and BXC Holding Company are joint borrowers on our senior secured investments. We own a warrant to purchase 15% of all classes of equity, which currently consists of 3,755,000 shares of Series A Preferred Stock, 625,000 shares of Series B Preferred Stock, and 43,800 shares of Voting Common Stock in BXC Holding Company.
|
|
(21)
|
We own warrants to purchase 33,750 shares of common stock in Metal Buildings Holding Corporation (“Metal Buildings”), the former holding company of Borga, Inc. Metal Buildings owned 100% of Borga, Inc. On March 8, 2010, we foreclosed on the stock in Borga, Inc. that was held by Metal Buildings, obtaining 100% ownership of Borga, Inc. On January 24, 2014, we contributed our holdings in Borga, Inc. to STI Holdings, Inc., a wholly-owned holding company.
|
|
(22)
|
Certain investments that we have determined are not “qualifying” assets under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. We monitor the status of these assets on an ongoing basis.
|
|
(23)
|
NCP Finance Limited Partnership, NCP Finance Ohio, LLC and certain affiliates thereof, are joint borrowers on our subordinated secured investment.
|
|
(24)
|
On May 6, 2011, we made a secured first lien $24,250 debt investment to NMMB Acquisition, Inc., a $2,800 secured debt and $4,400 equity investment to NMMB Holdings, Inc. We owned 100% of the Series A Preferred Stock in NMMB Holdings, Inc. NMMB Holdings, Inc. owned 100% of the Convertible Preferred Stock in NMMB Acquisition, Inc. On December 13, 2013, we provided $8,086 in preferred equity for the recapitalization of NMMB Holdings, Inc. After the restructuring, we received repayment of $2,800 secured debt outstanding. NMMB Holdings, Inc. now owns 7,200 shares (or 53.6%) of Series A Convertible Preferred Stock of NMMB Acquisition, Inc. and 5,286 shares (or 39.3%) of Series B Convertible Preferred Stock of NMMB Acquisition, Inc. Our fully diluted ownership in NMMB Holdings, Inc. is 100% as of
March 31, 2014
and
June 30, 2013
. Our fully diluted ownership in NMMB Acquisition, Inc. is 89.8% and 83.5% as of
March 31, 2014
and
June 30, 2013
, respectively.
|
|
(25)
|
Undrawn committed revolvers to our portfolio companies incur commitment and unused fees ranging from 0.00% to 2.00%. As of
March 31, 2014
and
June 30, 2013
, we had
$267,761
and
$202,518
of undrawn revolver commitments to our portfolio companies, respectively.
|
|
(26)
|
Stated interest rates are based on
March 31, 2014
and
June 30, 2013
one month or three month Libor rates plus applicable spreads based on the respective credit agreements. Interest rates are subject to change based on actual elections by the borrower for a Libor rate contract or Base Rate contract when drawing on the revolver.
|
|
(27)
|
On July 30, 2010, we made a $30,000 senior secured debt investment in AIRMALL USA Holdings, Inc., a $12,500 secured second lien in AMU Holdings Inc., and acquired 100% of the Series A Preferred Stock and Common Stock of AMU Holdings Inc. Our Preferred Stock in AMU Holdings Inc. has a 12.0% dividend rate which is paid from the dividends received from its operating subsidiary, AIRMALL USA Holdings, Inc. AMU Holdings Inc. owns 100% of the common stock in AIRMALL USA Holdings, Inc. On December 4, 2013, we sold a $972 participation in both debt investments, equal to 2% of the outstanding principal amount of loans on that date. As of
March 31, 2014
, we own 98% of the preferred and common equity securities.
|
|
(28)
|
Progrexion Marketing, Inc., Progrexion Teleservices, Inc., Progrexion ASG, Inc. Progrexion IP, Inc. and Efolks, LLC, are joint borrowers on our senior secured investment. Progrexion Holdings, Inc. and eFolks Holdings, Inc. are the guarantors of this debt investment.
|
|
(29)
|
First Tower Holdings of Delaware, LLC, an entity that we own 100% of the membership interests, owns 80.1% of First Tower Holdings LLC, which owns 100% of First Tower, LLC, the operating company.
|
|
(30)
|
Southern Management Corporation, Thaxton Investment Corporation, Southern Finance of Tennessee, Inc., Covington Credit of Texas, Inc., Covington Credit, Inc., Covington Credit of Alabama, Inc., Covington Credit of Georgia, Inc., Southern Finance of South Carolina, Inc. and Quick Credit Corporation, are joint borrowers on our senior secured investment. SouthernCo, Inc. is the guarantor of this debt investment.
|
|
(31)
|
We own 2.8% (13,220 shares) of the Mineral Fusion Natural, LLC, a subsidiary of Caleel + Hayden, LLC, common and preferred interest.
|
|
(32)
|
APH Property Holdings, LLC (“APH”), an entity that we own 100% of the membership interests, owns 100% of the common equity of American Property Holdings Corp., a property REIT which holds investments in several real estate properties. See Note 3 for further discussion of the properties.
|
|
(33)
|
CCPI Holdings Inc., an entity that we own 100% of the common stock, owns 95.13% of CCPI Inc., the operating company.
|
|
(34)
|
Credit Central Holdings of Delaware, LLC, an entity that we own 100% of the membership interests, owns 74.8% of Credit Central Holdings, LLC, which owns 100% of each of Credit Central, LLC, Credit Central South, LLC, Credit Central of Texas, LLC, and Credit Central of Tennessee, LLC, the operating companies.
|
|
(35)
|
Valley Electric Holdings I, Inc., an entity that we own 100% of the common stock, owns 100% of Valley Electric Holdings II, Inc. (“Valley II”). Valley II owns 96.3% of Valley Electric Co. of Mt. Vernon, Inc., the operating company. Our debt investments are with both Valley Electric Holdings I, Inc. and Valley Electric Co. of Mt. Vernon, Inc..
|
|
(36)
|
Nationwide Acceptance Holdings LLC, an entity that we own 100% of the membership interests, owns 93.8% of Nationwide Acceptance LLC, the operating company.
|
|
(37)
|
On April 15, 2013, assets previously held by H&M were assigned to Wolf in exchange for a $66,000 term loan secured by the assets. The cost basis in this loan of $44,632 was determined in accordance with ASC 310-40,
Troubled Debt Restructurings by Creditors
, and was equal to the fair value of assets at the time of transfer resulting in a capital loss of $19,647 in connection with the foreclosure on the assets. On May 17, 2013, Wolf sold the assets located in Martin County, which were previously held by H&M, for $66,000. Proceeds from the sale were primarily used to repay the loan and net profits interest receivable due to us resulting in a realized capital gain of $11,826. We received $3,960 of structuring and advisory fees from Wolf during the year ended June 30, 2013 related to the sale and $991 under the net profits interest agreement which was recognized as other income during the fiscal year ended June 30, 2013.
|
|
(38)
|
CP Holdings of Delaware LLC, an entity that we own 100% of the membership interests, owns 82.9% of CP Energy Services Inc., which owns 100% of several other subsidiaries including CP Well Testing Holding Company, LLC and Fluid Management Holdings, Inc.
|
|
(39)
|
Wind River Resources Corporation and Wind River II Corporation are joint borrowers on our senior secured loan.
|
|
(40)
|
NPH Property Holdings, LLC (“NPH”), an entity that we own 100% of the membership interests, owns 100% of the common equity of National Property Holdings Corp., a property REIT which holds investments in several real estate properties, and 100% of the membership interests of NPH Property Holdings II, LLC, a peer-to-peer lending company. See Note 3 for further discussion of the properties.
|
|
(41)
|
UPH Property Holdings, LLC (“UPH”), an entity that we own 100% of the membership interests, owns 100% of the common equity of United Property Holdings Corp., a property REIT which holds investments in several real estate properties. See Note 3 for further discussion of the properties.
|
|
(42)
|
On April 4, 2008, we acquired a controlling equity interest in ARRM Holdings Inc., which owns 100% of Ajax Rolled Ring & Machine, Inc., the operating company. As of March 31, 2014, we control 79.53% of the fully-diluted common and preferred equity of ARRM Holdings Inc. and the fair value of our senior secured debt issued to Ajax Rolled Ring & Machine, Inc. was
$18,978
.
|
|
(43)
|
Our wholly-owned subsidiary, Prospect Small Business Lending LLC, purchases a series of small business whole loans on recurring basis, originated by OnDeck Capital, Inc., an online small business lender.
|
|
(44)
|
Harbortouch Holdings of Delaware Inc., an entity that we own 100% of the common stock, owns 53.5% of Harbortouch Payments, LLC, the operating company.
|
|
(45)
|
As defined in the 1940 Act, we are deemed to "Control" these portfolio companies because we own more than 25% of the portfolio company's outstanding voting securities. Transactions during the
nine months ended March 31, 2014
with these controlled investments are as follows:
|
|
Portfolio Company
|
Purchases*
|
Redemptions
|
|
Sales
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
Net unrealized
gains (losses) |
||||||||||||||||
|
AMU Holdings, Inc.
|
$
|
7,600
|
|
$
|
(446
|
)
|
|
$
|
(972
|
)
|
$
|
4,821
|
|
$
|
12,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(13,165
|
)
|
|
APH Property Holdings, LLC
|
162,029
|
|
(118,186
|
)
|
**
|
—
|
|
13,928
|
|
—
|
|
5,527
|
|
—
|
|
1,937
|
|
||||||||
|
ARRM Holdings, LLC
|
25,000
|
|
(20,308
|
)
|
|
—
|
|
2,595
|
|
—
|
|
148
|
|
—
|
|
(25,459
|
)
|
||||||||
|
AWCNC, LLC
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
BXC Holding Company
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,274
|
)
|
||||||||
|
CCPI Holdings Inc.
|
—
|
|
(337
|
)
|
|
—
|
|
2,479
|
|
500
|
|
71
|
|
—
|
|
(289
|
)
|
||||||||
|
CP Holdings of Delaware LLC
|
113,601
|
|
(100
|
)
|
|
—
|
|
9,785
|
|
—
|
|
1,864
|
|
—
|
|
6,129
|
|
||||||||
|
Credit Central Holdings of Delaware, LLC
|
2,500
|
|
—
|
|
|
—
|
|
5,819
|
|
5,000
|
|
380
|
|
—
|
|
(4,168
|
)
|
||||||||
|
Echelon Aviation LLC
|
92,628
|
|
—
|
|
|
—
|
|
31
|
|
—
|
|
2,771
|
|
—
|
|
—
|
|
||||||||
|
Energy Solutions Holdings Inc.
|
16,000
|
|
(8,525
|
)
|
|
—
|
|
7,133
|
|
—
|
|
2,480
|
|
—
|
|
737
|
|
||||||||
|
First Tower Holdings of Delaware LLC
|
10,000
|
|
—
|
|
|
—
|
|
40,737
|
|
—
|
|
10,045
|
|
—
|
|
22,479
|
|
||||||||
|
Gulf Coast Machine & Supply Company
|
28,450
|
|
(26,213
|
)
|
|
—
|
|
896
|
|
—
|
|
—
|
|
—
|
|
(3,393
|
)
|
||||||||
|
Harbortouch Holdings of Delaware Inc.
|
278,694
|
|
—
|
|
|
—
|
|
87
|
|
—
|
|
7,536
|
|
—
|
|
—
|
|
||||||||
|
The Healing Staff, Inc.
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
5,000
|
|
—
|
|
—
|
|
||||||||
|
Manx Energy, Inc.
|
—
|
|
(275
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(71
|
)
|
||||||||
|
MITY Holdings of Delaware Inc.
|
47,985
|
|
—
|
|
|
—
|
|
3,208
|
|
—
|
|
1,049
|
|
—
|
|
1,222
|
|
||||||||
|
Nationwide Acceptance Holdings LLC
|
4,000
|
|
—
|
|
|
—
|
|
3,245
|
|
5,000
|
|
1,784
|
|
—
|
|
1,601
|
|
||||||||
|
NMMB Holdings, Inc.
|
8,086
|
|
(8,086
|
)
|
|
—
|
|
1,672
|
|
—
|
|
—
|
|
—
|
|
(3,434
|
)
|
||||||||
|
NPH Property Holdings, LLC
|
29,425
|
|
95,624
|
|
**
|
—
|
|
2,838
|
|
—
|
|
741
|
|
—
|
|
(1,268
|
)
|
||||||||
|
R-V Industries, Inc.
|
—
|
|
(2,339
|
)
|
|
—
|
|
2,428
|
|
1,027
|
|
—
|
|
—
|
|
1,406
|
|
||||||||
|
STI Holding, Inc. (f/k/a Borga, Inc.)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(83
|
)
|
||||||||
|
UPH Property Holdings, LLC
|
—
|
|
22,562
|
|
**
|
—
|
|
548
|
|
—
|
|
69
|
|
—
|
|
1,684
|
|
||||||||
|
Valley Electric Holdings I, Inc.
|
—
|
|
(150
|
)
|
|
—
|
|
5,598
|
|
—
|
|
115
|
|
—
|
|
(20,282
|
)
|
||||||||
|
Wolf Energy Holdings Inc.
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,190
|
)
|
||||||||
|
Total
|
$
|
825,998
|
|
$
|
(66,779
|
)
|
|
$
|
(972
|
)
|
$
|
107,848
|
|
$
|
23,527
|
|
$
|
39,580
|
|
$
|
—
|
|
$
|
(37,881
|
)
|
|
(46)
|
As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the
nine months ended March 31, 2014
with these affiliated investments are as follows:
|
|
Portfolio Company
|
Purchases
|
Redemptions
|
|
Sales
|
Interest
income |
Dividend
income |
Other
income |
Net realized
gains (losses) |
Net unrealized
gains (losses) |
||||||||||||||||
|
BNN Holdings Corp.
(f/k/a Biotronic NeuroNetwork) |
$
|
—
|
|
$
|
(450
|
)
|
|
$
|
—
|
|
$
|
2,238
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(666
|
)
|
|
BXC Holding Company
|
—
|
|
(100
|
)
|
|
—
|
|
1,384
|
|
—
|
|
12
|
|
—
|
|
(4,163
|
)
|
||||||||
|
Smart, LLC
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(143
|
)
|
||||||||
|
Total
|
$
|
—
|
|
$
|
(550
|
)
|
|
$
|
—
|
|
$
|
3,622
|
|
$
|
—
|
|
$
|
12
|
|
$
|
—
|
|
$
|
(4,972
|
)
|
|
(47)
|
As defined in the 1940 Act, we are deemed to "Control" these portfolio companies because we own more than 25% of the portfolio company's outstanding voting securities. Transactions during the year ended
June 30, 2013
with these controlled investments are as follows:
|
|
Portfolio Company
|
|
Purchases
|
|
Redemptions
|
|
Sales
|
|
Interest
income
|
|
Dividend
income
|
|
Other
income
|
|
Net
realized
gains
(losses)
|
|
Net
unrealized
gains
(losses)
|
||||||||||||||||
|
AMU Holdings, Inc.
|
|
$
|
—
|
|
|
$
|
(600
|
)
|
|
$
|
—
|
|
|
$
|
5,822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,266
|
|
|
ARRM Holdings, LLC
|
|
23,300
|
|
|
(19,065
|
)
|
|
—
|
|
|
5,176
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
(17,208
|
)
|
||||||||
|
APH Property Holdings, LLC
|
|
151,648
|
|
|
—
|
|
|
—
|
|
|
2,898
|
|
|
—
|
|
|
4,650
|
|
|
—
|
|
|
—
|
|
||||||||
|
AWCNC, LLC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Borga, Inc.
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
||||||||
|
CCPI Holdings, Inc.
|
|
34,081
|
|
|
(338
|
)
|
|
—
|
|
|
1,792
|
|
|
—
|
|
|
607
|
|
|
—
|
|
|
—
|
|
||||||||
|
Credit Central Holdings of Delaware, LLC
|
|
47,663
|
|
|
—
|
|
|
—
|
|
|
3,893
|
|
|
—
|
|
|
1,680
|
|
|
—
|
|
|
2,799
|
|
||||||||
|
Energy Solutions Holdings Inc.
|
|
—
|
|
|
(28,500
|
)
|
|
(475
|
)
|
|
24,809
|
|
|
53,820
|
|
|
—
|
|
|
—
|
|
|
(71,198
|
)
|
||||||||
|
First Tower Holdings of Delaware LLC
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
52,476
|
|
|
—
|
|
|
2,426
|
|
|
—
|
|
|
(9,869
|
)
|
||||||||
|
The Healing Staff, Inc.
|
|
975
|
|
|
—
|
|
|
(894
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(12,117
|
)
|
|
12,117
|
|
||||||||
|
Manx Energy, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,397
|
)
|
|
18,865
|
|
||||||||
|
Nationwide Acceptance Holdings LLC
|
|
25,151
|
|
|
—
|
|
|
—
|
|
|
1,787
|
|
|
—
|
|
|
884
|
|
|
—
|
|
|
—
|
|
||||||||
|
NMMB Holdings, Inc.
|
|
—
|
|
|
—
|
|
|
(5,700
|
)
|
|
3,026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,903
|
)
|
||||||||
|
R-V Industries, Inc.
|
|
32,750
|
|
|
—
|
|
|
—
|
|
|
781
|
|
|
24,462
|
|
|
143
|
|
|
—
|
|
|
1,463
|
|
||||||||
|
Valley Electric Holdings I, Inc.
|
|
52,098
|
|
|
—
|
|
|
(100
|
)
|
|
3,511
|
|
|
—
|
|
|
1,325
|
|
|
—
|
|
|
—
|
|
||||||||
|
Wolf Energy Holdings Inc.
|
|
50
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
4,951
|
|
|
11,826
|
|
|
(3,092
|
)
|
||||||||
|
Total
|
|
$
|
387,866
|
|
|
$
|
(48,503
|
)
|
|
$
|
(7,169
|
)
|
|
$
|
106,425
|
|
|
$
|
78,282
|
|
|
$
|
16,821
|
|
|
$
|
(9,688
|
)
|
|
$
|
(64,992
|
)
|
|
(48)
|
As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended
June 30, 2013
with these affiliated investments are as follows:
|
|
Portfolio Company
|
|
Purchases
|
|
Redemptions
|
|
Sales
|
|
Interest
income
|
|
Dividend
income
|
|
Other
income
|
|
Net
realized
gains
(losses)
|
|
Net
unrealized
gains
(losses)
|
||||||||||||||||
|
BNN Holdings Corp.
(f/k/a Biotronic NeuroNetwork)
|
|
$
|
30,000
|
|
|
$
|
(26,677
|
)
|
|
$
|
—
|
|
|
$
|
3,159
|
|
|
$
|
—
|
|
|
$
|
623
|
|
|
$
|
—
|
|
|
$
|
672
|
|
|
BXC Holding Company
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,413
|
)
|
||||||||
|
Smart, LLC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
728
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||||||
|
Total
|
|
$
|
30,000
|
|
|
$
|
(26,677
|
)
|
|
$
|
—
|
|
|
$
|
6,515
|
|
|
$
|
728
|
|
|
$
|
623
|
|
|
$
|
—
|
|
|
$
|
(8,633
|
)
|
|
1.
|
Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors;
|
|
2.
|
the independent valuation firms conduct independent valuations and make their own independent assessment;
|
|
3.
|
the Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of Prospect Capital Management LLC (the “Investment Adviser”) and that of the independent valuation firms; and
|
|
4.
|
the Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
|
Revolving Line of Credit
|
$
|
3,445
|
|
|
$
|
2,853
|
|
|
$
|
9,238
|
|
|
$
|
8,729
|
|
|
Senior Secured Debt
|
3,788,155
|
|
|
3,719,846
|
|
|
2,262,327
|
|
|
2,207,091
|
|
||||
|
Subordinated Secured Debt
|
1,021,561
|
|
|
983,820
|
|
|
1,062,386
|
|
|
1,024,901
|
|
||||
|
Subordinated Unsecured Debt
|
99,935
|
|
|
100,000
|
|
|
88,470
|
|
|
88,827
|
|
||||
|
CLO Debt
|
28,002
|
|
|
33,554
|
|
|
27,667
|
|
|
28,589
|
|
||||
|
CLO Residual Interest
|
867,913
|
|
|
913,102
|
|
|
660,619
|
|
|
658,086
|
|
||||
|
Equity(1)
|
298,944
|
|
|
249,728
|
|
|
145,071
|
|
|
156,629
|
|
||||
|
Small Business Whole Loans(2)
|
3,404
|
|
|
3,300
|
|
|
—
|
|
|
—
|
|
||||
|
Total Investments
|
$
|
6,111,359
|
|
|
$
|
6,006,203
|
|
|
$
|
4,255,778
|
|
|
$
|
4,172,852
|
|
|
(1)
|
Includes our investments in preferred stock, common stock, membership interests, net profits interests, net revenue interests, overriding royalty interests, escrows receivable, and warrants, unless specifically stated otherwise.
|
|
(2)
|
Our wholly-owned subsidiary, PSBL, purchases a series of small business whole loans on recurring basis, which are originated by OnDeck.
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Revolving Line of Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,853
|
|
|
$
|
2,853
|
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
3,719,846
|
|
|
3,719,846
|
|
||||
|
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
983,820
|
|
|
983,820
|
|
||||
|
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
100,000
|
|
|
100,000
|
|
||||
|
CLO Debt
|
—
|
|
|
—
|
|
|
33,554
|
|
|
33,554
|
|
||||
|
CLO Residual Interest
|
—
|
|
|
—
|
|
|
913,102
|
|
|
913,102
|
|
||||
|
Equity
|
170
|
|
|
—
|
|
|
249,558
|
|
|
249,728
|
|
||||
|
Small Business Whole Loans
|
—
|
|
|
—
|
|
|
3,300
|
|
|
3,300
|
|
||||
|
Total Investments
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
6,006,033
|
|
|
$
|
6,006,203
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Revolving Line of Credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,729
|
|
|
$
|
8,729
|
|
|
Senior Secured Debt
|
—
|
|
|
—
|
|
|
2,207,091
|
|
|
2,207,091
|
|
||||
|
Subordinated Secured Debt
|
—
|
|
|
—
|
|
|
1,024,901
|
|
|
1,024,901
|
|
||||
|
Subordinated Unsecured Debt
|
—
|
|
|
—
|
|
|
88,827
|
|
|
88,827
|
|
||||
|
CLO Debt
|
—
|
|
|
—
|
|
|
28,589
|
|
|
28,589
|
|
||||
|
CLO Residual Interest
|
—
|
|
|
—
|
|
|
658,086
|
|
|
658,086
|
|
||||
|
Equity
|
112
|
|
|
—
|
|
|
156,517
|
|
|
156,629
|
|
||||
|
Total Investments
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
4,172,740
|
|
|
$
|
4,172,852
|
|
|
|
Fair Value Measurements Using Unobservable Inputs (Level 3)
|
||||||||||||||
|
|
Control
Investments
|
|
Affiliate
Investments
|
|
Non-Control/
Non-Affiliate
Investments
|
|
Total
|
||||||||
|
Fair value as of June 30, 2013
|
$
|
811,634
|
|
|
$
|
42,443
|
|
|
$
|
3,318,663
|
|
|
$
|
4,172,740
|
|
|
Total realized gain (loss), net
|
—
|
|
|
—
|
|
|
(3,482
|
)
|
|
(3,482
|
)
|
||||
|
Change in unrealized (depreciation) appreciation
|
(37,881
|
)
|
|
(4,972
|
)
|
|
20,565
|
|
|
(22,288
|
)
|
||||
|
Net realized and unrealized (loss) gain
|
(37,881
|
)
|
|
(4,972
|
)
|
|
17,083
|
|
|
(25,770
|
)
|
||||
|
Purchases of portfolio investments
|
825,998
|
|
|
—
|
|
|
1,669,311
|
|
|
2,495,309
|
|
||||
|
Payment-in-kind interest
|
8,605
|
|
|
90
|
|
|
4,348
|
|
|
13,043
|
|
||||
|
Accretion (amortization) of discounts and premiums
|
—
|
|
|
399
|
|
|
(32,236
|
)
|
|
(31,837
|
)
|
||||
|
Repayments and sales of portfolio investments
|
(67,751
|
)
|
|
(550
|
)
|
|
(549,151
|
)
|
|
(617,452
|
)
|
||||
|
Transfers within Level 3(1)
|
18,609
|
|
|
(5,611
|
)
|
|
(12,998
|
)
|
|
—
|
|
||||
|
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Fair value as of March 31, 2014
|
$
|
1,559,214
|
|
|
$
|
31,799
|
|
|
$
|
4,415,020
|
|
|
$
|
6,006,033
|
|
|
|
Revolving Line of Credit
|
|
Senior Secured
Debt |
|
Subordinated Secured Debt
|
|
Subordinated Unsecured Debt
|
|
CLO
Debt |
|
CLO
Residual Interest |
|
Equity
|
|
Small Business Loans
|
|
Total
|
||||||||||||||||||
|
Fair value as of June 30, 2013
|
$
|
8,729
|
|
|
$
|
2,207,091
|
|
|
$
|
1,024,901
|
|
|
$
|
88,827
|
|
|
$
|
28,589
|
|
|
$
|
658,086
|
|
|
$
|
156,517
|
|
|
$
|
—
|
|
|
$
|
4,172,740
|
|
|
Total realized (loss) gain, net
|
—
|
|
|
(1,494
|
)
|
|
(7,558
|
)
|
|
—
|
|
|
—
|
|
|
1,184
|
|
|
4,386
|
|
|
—
|
|
|
(3,482
|
)
|
|||||||||
|
Change in unrealized (depreciation) appreciation
|
(83
|
)
|
|
(13,072
|
)
|
|
(255
|
)
|
|
(292
|
)
|
|
4,630
|
|
|
47,721
|
|
|
(60,833
|
)
|
|
(104
|
)
|
|
(22,288
|
)
|
|||||||||
|
Net realized and unrealized (loss) gain
|
(83
|
)
|
|
(14,566
|
)
|
|
(7,813
|
)
|
|
(292
|
)
|
|
4,630
|
|
|
48,905
|
|
|
(56,447
|
)
|
|
(104
|
)
|
|
(25,770
|
)
|
|||||||||
|
Purchases of portfolio investments
|
14,850
|
|
|
1,853,644
|
|
|
207,857
|
|
|
—
|
|
|
—
|
|
|
261,212
|
|
|
154,092
|
|
|
3,654
|
|
|
2,495,309
|
|
|||||||||
|
Payment-in-kind interest
|
—
|
|
|
10,077
|
|
|
2,630
|
|
|
336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,043
|
|
|||||||||
|
Accretion (amortization) of discounts and premiums
|
—
|
|
|
613
|
|
|
1,237
|
|
|
8
|
|
|
335
|
|
|
(34,030
|
)
|
|
—
|
|
|
—
|
|
|
(31,837
|
)
|
|||||||||
|
Repayments and sales of portfolio investments
|
(20,643
|
)
|
|
(337,013
|
)
|
|
(174,992
|
)
|
|
(58,879
|
)
|
|
—
|
|
|
(21,071
|
)
|
|
(4,604
|
)
|
|
(250
|
)
|
|
(617,452
|
)
|
|||||||||
|
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
(70,000
|
)
|
|
70,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Fair value as of March 31, 2014
|
$
|
2,853
|
|
|
$
|
3,719,846
|
|
|
$
|
983,820
|
|
|
$
|
100,000
|
|
|
$
|
33,554
|
|
|
$
|
913,102
|
|
|
$
|
249,558
|
|
|
$
|
3,300
|
|
|
$
|
6,006,033
|
|
|
(1)
|
Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.
|
|
|
Fair Value Measurements Using Unobservable Inputs (Level 3)
|
||||||||||||||
|
|
Control
Investments
|
|
Affiliate
Investments
|
|
Non-Control/
Non-Affiliate
Investments
|
|
Total
|
||||||||
|
Fair value as of June 30, 2012
|
$
|
564,489
|
|
|
$
|
46,116
|
|
|
$
|
1,483,487
|
|
|
$
|
2,094,092
|
|
|
Total realized loss, net
|
(12,117
|
)
|
|
—
|
|
|
(371
|
)
|
|
(12,488
|
)
|
||||
|
Change in unrealized (depreciation) appreciation
|
(86,469
|
)
|
|
(9,090
|
)
|
|
13,275
|
|
|
(82,284
|
)
|
||||
|
Net realized and unrealized (loss) gain
|
(98,586
|
)
|
|
(9,090
|
)
|
|
12,904
|
|
|
(94,772
|
)
|
||||
|
Purchases of portfolio investments
|
241,018
|
|
|
30,000
|
|
|
2,026,413
|
|
|
2,297,431
|
|
||||
|
Payment-in-kind interest
|
839
|
|
|
569
|
|
|
5,617
|
|
|
7,025
|
|
||||
|
Accretion (amortization) of discounts and premiums
|
—
|
|
|
677
|
|
|
12,947
|
|
|
13,624
|
|
||||
|
Repayments and sales of portfolio investments
|
(32,455
|
)
|
|
(26,527
|
)
|
|
(550,811
|
)
|
|
(609,793
|
)
|
||||
|
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Fair value as of March 31, 2013
|
$
|
675,305
|
|
|
$
|
41,745
|
|
|
$
|
2,990,557
|
|
|
$
|
3,707,607
|
|
|
|
Revolving Line of Credit
|
|
Senior Secured
Debt |
|
Subordinated Secured Debt
|
|
Subordinated Unsecured Debt
|
|
CLO
Debt |
|
CLO
Residual Interest |
|
Equity
|
|
Small Business Loans
|
|
Total
|
||||||||||||||||||
|
Fair value as of June 30, 2012
|
$
|
868
|
|
|
$
|
1,093,019
|
|
|
$
|
475,147
|
|
|
$
|
73,195
|
|
|
$
|
27,717
|
|
|
$
|
218,009
|
|
|
$
|
206,137
|
|
|
$
|
—
|
|
|
$
|
2,094,092
|
|
|
Total realized gain (loss), net
|
—
|
|
|
20
|
|
|
(22,118
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,610
|
|
|
—
|
|
|
(12,488
|
)
|
|||||||||
|
Change in unrealized (depreciation) appreciation
|
(338
|
)
|
|
(7,722
|
)
|
|
16,626
|
|
|
(58
|
)
|
|
1,825
|
|
|
7,824
|
|
|
(100,441
|
)
|
|
—
|
|
|
(82,284
|
)
|
|||||||||
|
Net realized and unrealized (loss) gain
|
(338
|
)
|
|
(7,702
|
)
|
|
(5,492
|
)
|
|
(58
|
)
|
|
1,825
|
|
|
7,824
|
|
|
(90,831
|
)
|
|
—
|
|
|
(94,772
|
)
|
|||||||||
|
Purchases of portfolio investments
|
12,200
|
|
|
1,191,796
|
|
|
591,875
|
|
|
114,000
|
|
|
—
|
|
|
347,278
|
|
|
40,282
|
|
|
—
|
|
|
2,297,431
|
|
|||||||||
|
Payment-in-kind interest
|
—
|
|
|
1,874
|
|
|
2,693
|
|
|
2,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,025
|
|
|||||||||
|
Accretion (amortization) of discounts and premiums
|
—
|
|
|
1,451
|
|
|
1,985
|
|
|
58
|
|
|
302
|
|
|
9,828
|
|
|
—
|
|
|
—
|
|
|
13,624
|
|
|||||||||
|
Repayments and sales of portfolio investments
|
(2,800
|
)
|
|
(401,896
|
)
|
|
(189,349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,748
|
)
|
|
—
|
|
|
(609,793
|
)
|
|||||||||
|
Transfers within Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Transfers in (out) of Level 3(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
Fair value as of March 31, 2013
|
$
|
9,930
|
|
|
$
|
1,878,542
|
|
|
$
|
876,859
|
|
|
$
|
189,653
|
|
|
$
|
29,844
|
|
|
$
|
582,939
|
|
|
$
|
139,840
|
|
|
$
|
—
|
|
|
$
|
3,707,607
|
|
|
(1)
|
Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred.
|
|
|
|
|
|
|
|
Unobservable Input
|
||||||
|
Asset Category
|
|
Fair Value
|
|
Primary Valuation Technique
|
|
Input
|
|
Range
|
|
Weighted
Average
|
||
|
Senior Secured Debt
|
|
$
|
2,453,631
|
|
|
Yield Analysis
|
|
Market Yield
|
|
5.5%-20.3%
|
|
10.8%
|
|
Senior Secured Debt
|
|
863,875
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.0x-8.6x
|
|
7.1x
|
|
|
Senior Secured Debt
|
|
78,521
|
|
|
EV Analysis
|
|
Book Value Multiple
|
|
1.0x-1.0x
|
|
1.0x
|
|
|
Senior Secured Debt
|
|
32,004
|
|
|
EV Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
Senior Secured Debt
|
|
4,038
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
Senior Secured Debt
|
|
290,630
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
4.9%-14.8%
|
|
8.8%
|
|
|
Small Business Whole Loans
|
|
3,300
|
|
|
EV Analysis
|
|
Book Value Multiple
|
|
1.0x-1.0x
|
|
1.0x
|
|
|
Subordinated Secured Debt
|
|
933,416
|
|
|
Yield Analysis
|
|
Market Yield
|
|
8.7%-25.3%
|
|
11.4%
|
|
|
Subordinated Secured Debt
|
|
50,404
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
5.0x-7.0x
|
|
6.0x
|
|
|
Subordinated Unsecured Debt
|
|
100,000
|
|
|
Yield Analysis
|
|
Market Yield
|
|
7.4%-14.4%
|
|
11.5%
|
|
|
CLO Debt
|
|
33,554
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
4.1%-5.8%
|
|
4.9%
|
|
|
CLO Residual Interest
|
|
913,102
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
8.8%-23.5%
|
|
16.5%
|
|
|
Equity
|
|
154,959
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
1.0x-8.6x
|
|
6.3x
|
|
|
Equity
|
|
2,699
|
|
|
Yield Analysis
|
|
Market Yield
|
|
17.0%-20.4%
|
|
18.7%
|
|
|
Equity
|
|
60,406
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
4.9%-14.8%
|
|
8.8%
|
|
|
Equity
|
|
2,905
|
|
|
Current Value Method
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
Net Revenue Interest
|
|
26,684
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
14.0%-22.0%
|
|
16.1%
|
|
|
Net Profits Interest
|
|
224
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
Escrow Receivable
|
|
1,681
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.8%-8.0%
|
|
7.4%
|
|
|
Total Level 3 Investments
|
|
$
|
6,006,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unobservable Input
|
||||||
|
Asset Category
|
|
Fair Value
|
|
Primary Valuation Technique
|
|
Input
|
|
Range
|
|
Weighted Average
|
||
|
Senior Secured Debt
|
|
$
|
1,616,485
|
|
|
Yield Analysis
|
|
Market Yield
|
|
5.7%-20.8%
|
|
10.8%
|
|
Senior Secured Debt
|
|
468,082
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.3x-8.8x
|
|
6.7x
|
|
|
Senior Secured Debt
|
|
5,361
|
|
|
Liquidation Analysis
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
Senior Secured Debt
|
|
125,892
|
|
|
Net Asset Value Analysis
|
|
Capitalization Rate
|
|
5.0%-10.0%
|
|
7.5%
|
|
|
Subordinated Secured Debt
|
|
962,702
|
|
|
Yield Analysis
|
|
Market Yield
|
|
7.7%-19.8%
|
|
11.6%
|
|
|
Subordinated Secured Debt
|
|
62,199
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
3.3x-7.0x
|
|
4.4x
|
|
|
Subordinated Unsecured Debt
|
|
69,127
|
|
|
Yield Analysis
|
|
Market Yield
|
|
6.1%-14.6%
|
|
10.7%
|
|
|
Subordinated Unsecured Debt
|
|
19,700
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
5.5x-6.5x
|
|
6.0x
|
|
|
CLO Debt
|
|
28,589
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
12.1%-20.1%
|
|
15.7%
|
|
|
CLO Residual Interest
|
|
658,086
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
11.3%-19.8%
|
|
15.3%
|
|
|
Equity
|
|
151,855
|
|
|
EV Analysis
|
|
EBITDA Multiple
|
|
0.1x-8.8x
|
|
3.9x
|
|
|
Escrow Receivable
|
|
4,662
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.5%-7.0%
|
|
6.8%
|
|
|
Total Level 3 Investments
|
|
$
|
4,172,740
|
|
|
|
|
|
|
|
|
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date
|
|
Purchase
Price
|
|
Mortgage
Outstanding
|
||||
|
1
|
|
Abbington Pointe
|
|
Marietta, GA
|
|
12/28/2012
|
|
$
|
23,500
|
|
|
$
|
15,275
|
|
|
2
|
|
Amberly Place
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
39,600
|
|
||
|
3
|
|
Lofton Place
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
16,965
|
|
||
|
4
|
|
Vista at Palma Sola
|
|
Bradenton, FL
|
|
4/30/2013
|
|
27,000
|
|
|
17,550
|
|
||
|
5
|
|
Arlington Park
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
|
6
|
|
The Resort
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
157,500
|
|
||
|
7
|
|
Inverness Lakes(1)
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
19,400
|
|
||
|
8
|
|
Kings Mill Apartments(1)
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
13,622
|
|
||
|
9
|
|
Crestview at Oakleigh(1)
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
11,488
|
|
||
|
10
|
|
Plantations at Pine Lake(1)
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
11,817
|
|
||
|
11
|
|
Cordova Regency(1)
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
9,026
|
|
||
|
12
|
|
Verandas at Rocky Ridge(1)
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
|
13
|
|
Plantations at Hillcrest(2)
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
5,094
|
|
||
|
14
|
|
Crestview at Cordova(2)
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
5,072
|
|
||
|
|
|
|
|
|
|
|
|
$
|
510,380
|
|
|
$
|
342,264
|
|
|
(1)
|
These properties comprise the Gulf Coast Portfolio.
|
|
(2)
|
These properties comprise the Gulf Coast II Portfolio.
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date
|
|
Purchase
Price
|
|
Mortgage
Outstanding
|
||||
|
1
|
|
146 Forest Parkway
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
|
2
|
|
Bexley
|
|
Marietta, GA
|
|
11/1/2013
|
|
30,600
|
|
|
22,497
|
|
||
|
3
|
|
St. Marin(1)
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
53,863
|
|
||
|
4
|
|
Mission Gate(1)
|
|
Plano, TX
|
|
11/19/2013
|
|
47,621
|
|
|
36,148
|
|
||
|
5
|
|
Vinings Corner(1)
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
26,640
|
|
||
|
6
|
|
Central Park(1)
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
27,471
|
|
||
|
7
|
|
City West(1)
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
18,533
|
|
||
|
8
|
|
Matthews Reserve(1)
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
17,571
|
|
||
|
9
|
|
Indigo
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
28,500
|
|
||
|
10
|
|
Island Club
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
9,118
|
|
||
|
|
|
|
|
|
|
|
|
$
|
327,630
|
|
|
$
|
240,341
|
|
|
(1)
|
These properties comprise the Oxford Portfolio.
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date
|
|
Purchase
Price
|
|
Mortgage
Outstanding
|
||||
|
1
|
|
Eastwood Village(1)
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
$
|
25,957
|
|
|
$
|
19,785
|
|
|
2
|
|
Monterey Village(1)
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
9,193
|
|
||
|
3
|
|
Hidden Creek(1)
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
3,619
|
|
||
|
4
|
|
Meadow Springs(1)
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
10,180
|
|
||
|
5
|
|
Meadow View(1)
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
11,141
|
|
||
|
6
|
|
Peachtree Landing(1)
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
13,575
|
|
||
|
|
|
|
|
|
|
|
|
$
|
87,250
|
|
|
$
|
67,493
|
|
|
(1)
|
These properties comprise the Stonemark Portfolio.
|
|
|
2015 Notes
|
|
|
2016 Notes
|
|
|
2017 Notes
|
|
|
2018 Notes
|
|
|
2019 Notes
|
|
|||||
|
Initial conversion rate(1)
|
88.0902
|
|
|
78.3699
|
|
|
85.8442
|
|
|
82.3451
|
|
|
79.7766
|
|
|||||
|
Initial conversion price
|
$
|
11.35
|
|
|
$
|
12.76
|
|
|
$
|
11.65
|
|
|
$
|
12.14
|
|
|
$
|
12.54
|
|
|
Conversion rate at March 31, 2014(1)(2)
|
89.0157
|
|
|
79.3176
|
|
|
86.1162
|
|
|
82.8631
|
|
|
79.7863
|
|
|||||
|
Conversion price at March 31, 2014(2)(3)
|
$
|
11.23
|
|
|
$
|
12.61
|
|
|
$
|
11.61
|
|
|
$
|
12.07
|
|
|
$
|
12.53
|
|
|
Last conversion price calculation date
|
12/21/2013
|
|
|
2/18/2014
|
|
|
4/16/2013
|
|
|
8/14/2013
|
|
|
12/21/2013
|
|
|||||
|
Dividend threshold amount (per share)(4)
|
$
|
0.101125
|
|
|
$
|
0.101150
|
|
|
$
|
0.101500
|
|
|
$
|
0.101600
|
|
|
$
|
0.110025
|
|
|
(1)
|
Conversion rates denominated in shares of common stock per $1 principal amount of the Senior Convertible Notes converted.
|
|
(2)
|
Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
|
|
(3)
|
The conversion price in effect at
March 31, 2014
was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary.
|
|
(4)
|
The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment.
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
|
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016 – October 15, 2016
|
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017 – April 15, 2017
|
|
|
4
|
|
36,992
|
|
|
3.75%–4.00%
|
|
3.96
|
%
|
|
November 15, 2017 – March 15, 2018
|
|
|
5
|
|
195,965
|
|
|
4.75%–5.00%
|
|
4.96
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
|
5.5
|
|
43,820
|
|
|
4.75%–5.00%
|
|
4.77
|
%
|
|
February 15, 2019 – August 15, 2019
|
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020 – February 15, 2020
|
|
|
7
|
|
47,227
|
|
|
5.25%–5.75%
|
|
5.50
|
%
|
|
July 15, 2020 – March 15, 2021
|
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021 – February 15, 2021
|
|
|
10
|
|
13,691
|
|
|
5.75%–6.50%
|
|
6.02
|
%
|
|
January 15, 2024 – March 15, 2024
|
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
|
15
|
|
2,495
|
|
|
6.00%
|
|
6.00
|
%
|
|
August 15, 2028 – November 15, 2028
|
|
|
18
|
|
4,062
|
|
|
6.00%–6.25%
|
|
6.21
|
%
|
|
July 15, 2031 – August 15, 2031
|
|
|
20
|
|
2,791
|
|
|
6.00%
|
|
6.00
|
%
|
|
September 15, 2033 – October 15, 2033
|
|
|
25
|
|
24,382
|
|
|
6.25%–6.50%
|
|
6.45
|
%
|
|
August 15, 2038 – March 15, 2039
|
|
|
30
|
|
20,150
|
|
|
6.50%–6.75%
|
|
6.60
|
%
|
|
July 15, 2043 – October 15, 2043
|
|
|
|
|
$
|
407,208
|
|
|
|
|
|
|
|
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest Rate
Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
|
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016 – October 15, 2016
|
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017 – April 15, 2017
|
|
|
4
|
|
36,992
|
|
|
3.75%–4.00%
|
|
3.96
|
%
|
|
November 15, 2017 – March 15, 2018
|
|
|
5
|
|
195,965
|
|
|
4.75%–5.00%
|
|
4.96
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
|
5.5
|
|
43,820
|
|
|
4.75%–5.00%
|
|
4.77
|
%
|
|
February 15, 2019 – August 15, 2019
|
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020 – February 15, 2020
|
|
|
7
|
|
241,961
|
|
|
4.00%–6.55%
|
|
5.40
|
%
|
|
June 15, 2019 – March 15, 2021
|
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021 – February 15, 2021
|
|
|
10
|
|
31,793
|
|
|
3.23%–7.00%
|
|
6.32
|
%
|
|
March 15, 2022 – March 15, 2024
|
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
|
15
|
|
17,495
|
|
|
5.00%–6.00%
|
|
5.14
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
|
18
|
|
25,625
|
|
|
4.125%–6.25%
|
|
5.49
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
|
20
|
|
5,897
|
|
|
5.625%–6.00%
|
|
5.84
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
|
25
|
|
24,382
|
|
|
6.25%–6.50%
|
|
6.45
|
%
|
|
August 15, 2038 – March 15, 2039
|
|
|
30
|
|
128,081
|
|
|
5.50%–6.75%
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
|
$
|
767,644
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
||||||||
|
Revolving Credit Facility
|
$
|
792,500
|
|
|
$
|
729,000
|
|
|
$
|
552,500
|
|
|
$
|
124,000
|
|
|
Senior Convertible Notes
|
847,500
|
|
|
847,500
|
|
|
847,500
|
|
|
847,500
|
|
||||
|
Senior Unsecured Notes
|
347,858
|
|
|
347,858
|
|
|
347,725
|
|
|
347,725
|
|
||||
|
Prospect Capital InterNotes
®
|
767,644
|
|
|
767,644
|
|
|
363,777
|
|
|
363,777
|
|
||||
|
Total
|
$
|
2,755,502
|
|
|
$
|
2,692,002
|
|
|
$
|
2,111,502
|
|
|
$
|
1,683,002
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
|
Revolving Credit Facility
|
$
|
729,000
|
|
|
$
|
—
|
|
|
$
|
729,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Senior Convertible Notes
|
847,500
|
|
|
—
|
|
|
317,500
|
|
|
330,000
|
|
|
200,000
|
|
|||||
|
Senior Unsecured Notes
|
347,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,858
|
|
|||||
|
Prospect Capital InterNotes
®
|
767,644
|
|
|
—
|
|
|
5,710
|
|
|
381,895
|
|
|
380,039
|
|
|||||
|
Total Contractual Obligations
|
$
|
2,692,002
|
|
|
$
|
—
|
|
|
$
|
1,052,210
|
|
|
$
|
711,895
|
|
|
$
|
927,897
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
|
Revolving Credit Facility
|
$
|
124,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,000
|
|
|
$
|
—
|
|
|
Senior Convertible Notes
|
847,500
|
|
|
—
|
|
|
150,000
|
|
|
297,500
|
|
|
400,000
|
|
|||||
|
Senior Unsecured Notes
|
347,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,725
|
|
|||||
|
Prospect Capital InterNotes
®
|
363,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363,777
|
|
|||||
|
Total Contractual Obligations
|
$
|
1,683,002
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
421,500
|
|
|
$
|
1,111,502
|
|
|
|
Fair Value Hierarchy
|
|
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Revolving Credit Facility(1)
|
$
|
—
|
|
|
$
|
729,000
|
|
|
$
|
—
|
|
|
$
|
729,000
|
|
|
Senior Convertible Notes(2)
|
—
|
|
|
902,172
|
|
|
—
|
|
|
902,172
|
|
||||
|
Senior Unsecured Notes(2)
|
105,480
|
|
|
256,155
|
|
|
—
|
|
|
361,635
|
|
||||
|
Prospect Capital InterNotes®(3)
|
—
|
|
|
772,212
|
|
|
—
|
|
|
772,212
|
|
||||
|
Total
|
$
|
105,480
|
|
|
$
|
2,659,539
|
|
|
$
|
—
|
|
|
$
|
2,765,019
|
|
|
(1)
|
The carrying value of our Revolving Credit Facility approximates the fair value.
|
|
(2)
|
We use available market quotes to estimate the fair value of the Senior Convertible Notes and Senior Unsecured Notes.
|
|
(3)
|
The fair value of our Prospect Capital InterNotes
®
is estimated by discounting remaining payments using current Treasury rates.
|
|
|
Fair Value Hierarchy
|
|
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Revolving Credit Facility(1)
|
$
|
—
|
|
|
$
|
124,000
|
|
|
$
|
—
|
|
|
$
|
124,000
|
|
|
Senior Convertible Notes(2)
|
—
|
|
|
886,210
|
|
|
—
|
|
|
886,210
|
|
||||
|
Senior Unsecured Notes(2)
|
101,800
|
|
|
242,013
|
|
|
—
|
|
|
343,813
|
|
||||
|
Prospect Capital InterNotes®(3)
|
—
|
|
|
336,055
|
|
|
—
|
|
|
336,055
|
|
||||
|
Total
|
$
|
101,800
|
|
|
$
|
1,588,278
|
|
|
$
|
—
|
|
|
$
|
1,690,078
|
|
|
(1)
|
The carrying value of our Revolving Credit Facility approximates the fair value.
|
|
(2)
|
We use available market quotes to estimate the fair value of the Senior Convertible Notes and Senior Unsecured Notes.
|
|
(3)
|
The fair value of our Prospect Capital InterNotes
®
is estimated by discounting remaining payments using current Treasury rates.
|
|
Issuances of Common Stock
|
|
Number of
Shares Issued
|
|
Gross
Proceeds
|
|
Underwriting
Fees
|
|
Offering
Expenses
|
|
Average
Offering Price
|
|||||||||
|
During the nine months ended March 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
July 5, 2013 – August 21, 2013(1)
|
|
9,818,907
|
|
|
$
|
107,725
|
|
|
$
|
902
|
|
|
$
|
169
|
|
|
$
|
10.97
|
|
|
August 2, 2013(2)
|
|
1,918,342
|
|
|
21,006
|
|
|
—
|
|
|
—
|
|
|
$
|
10.95
|
|
|||
|
August 29, 2013 – November 4, 2013(3)
|
|
24,127,242
|
|
|
272,114
|
|
|
2,703
|
|
|
414
|
|
|
$
|
11.28
|
|
|||
|
November 12, 2013 – February 5, 2014(4)
|
|
27,301,889
|
|
|
307,045
|
|
|
3,069
|
|
|
436
|
|
|
$
|
11.25
|
|
|||
|
February 10, 2014 – March 31, 2014(5)
|
|
19,095,226
|
|
|
212,155
|
|
|
2,034
|
|
|
168
|
|
|
$
|
11.11
|
|
|||
|
March 31, 2014(2)
|
|
2,306,294
|
|
|
24,908
|
|
|
—
|
|
|
—
|
|
|
$
|
10.80
|
|
|||
|
During the nine months ended March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
July 2, 2012 – July 12, 2012(6)
|
|
2,247,275
|
|
|
26,040
|
|
|
260
|
|
|
—
|
|
|
$
|
11.59
|
|
|||
|
July 16, 2012
|
|
21,000,000
|
|
|
234,150
|
|
|
2,100
|
|
|
62
|
|
|
$
|
11.15
|
|
|||
|
July 27, 2012
|
|
3,150,000
|
|
|
35,123
|
|
|
315
|
|
|
—
|
|
|
$
|
11.15
|
|
|||
|
September 13, 2012 – October 9, 2012(7)
|
|
8,010,357
|
|
|
94,610
|
|
|
946
|
|
|
638
|
|
|
$
|
11.81
|
|
|||
|
November 7, 2012
|
|
35,000,000
|
|
|
388,500
|
|
|
4,550
|
|
|
814
|
|
|
$
|
11.10
|
|
|||
|
December 13, 2012(2)
|
|
467,928
|
|
|
5,021
|
|
|
—
|
|
|
—
|
|
|
$
|
10.73
|
|
|||
|
December 28, 2012(2)
|
|
897,906
|
|
|
9,581
|
|
|
—
|
|
|
—
|
|
|
$
|
10.67
|
|
|||
|
December 31, 2012(2)
|
|
4,141,547
|
|
|
44,649
|
|
|
—
|
|
|
—
|
|
|
$
|
10.78
|
|
|||
|
January 7, 2013 – February 5, 2013(8)
|
|
10,248,051
|
|
|
115,315
|
|
|
1,153
|
|
|
—
|
|
|
$
|
11.25
|
|
|||
|
February 14, 2013 – March 28, 2013(9)
|
|
12,753,216
|
|
|
142,953
|
|
|
1,430
|
|
|
56
|
|
|
$
|
11.21
|
|
|||
|
(1)
|
On May 8, 2013, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 45,000,000 shares of our common stock. Through this program, we issued
9,818,907
shares of our common stock at an average price of
$10.97
per share, raising
$107,725
of gross proceeds, from
July 5, 2013
through
August 21, 2013
.
|
|
(2)
|
On
December 13, 2012
,
December 28, 2012
,
December 31, 2012
,
August 2, 2013
, and
March 31, 2014
, we issued
467,928
,
897,906
,
4,141,547
,
1,918,342
, and
2,306,294
shares of our common stock, respectively, in conjunction with investments in
CCPI
,
Credit Central
,
Valley Electric
,
CP Holdings
, and
Harbortouch
, which are controlled portfolio companies.
|
|
(3)
|
On August 22, 2013, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 45,000,000 shares of our common stock. Through this program, we issued
24,127,242
shares of our common stock at an average price of
$11.28
per share, raising
$272,114
of gross proceeds, from
August 29, 2013
through
November 4, 2013
.
|
|
(4)
|
On November 5, 2013, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 50,000,000 shares of our common stock. Through this program, we issued
27,301,889
shares of our common stock at an average price of
$11.25
per share, raising
$307,045
of gross proceeds, from
November 12, 2013
through
February 5, 2014
.
|
|
(5)
|
On February 4, 2014, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 50,000,000 shares of our common stock. Through this program, we issued
19,095,226
shares of our common stock at an average price of
$11.11
per share, raising
$212,155
of gross proceeds, from
February 10, 2014
through
March 31, 2014
.
|
|
(6)
|
On June 1, 2012, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 9,500,000 shares of our common stock. Through this program, we issued
2,247,275
shares of our common stock at an average price of
$11.59
per share, raising
$26,040
of gross proceeds, from
July 2, 2012
through
July 12, 2012
.
|
|
(7)
|
On September 10, 2012, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 9,750,000 shares of our common stock. Through this program, we issued
8,010,357
shares of our common stock at an average price of
$11.81
per share, raising
$94,610
of gross proceeds, from
September 13, 2012
through
October 9, 2012
.
|
|
(8)
|
On December 21, 2012, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 17,50,000 shares of our common stock. Through this program, we issued
10,248,051
shares of our common stock at an average price of
$11.25
per share, raising
$115,315
of gross proceeds, from
January 7, 2013
through
February 5, 2013
.
|
|
(9)
|
On February 11, 2013, we established an at-the-market program through which we may sell, from time to time and at our sole discretion, 45,000,000 shares of our common stock. Through this program, we issued
12,753,216
shares of our common stock at an average price of
$11.21
per share, raising
$142,953
of gross proceeds, from
February 14, 2013
through
March 28, 2013
.
|
|
•
|
$0.110325 per share for January 2014 to holders of record on January 31, 2014 with a payment date of February 20, 2014;
|
|
•
|
$0.110350 per share for February 2014 to holders of record on February 28, 2014 with a payment date of March 20, 2014; and
|
|
•
|
$0.110375 per share for March 2014 to holders of record on March 31, 2014 with a payment date of April 17, 2014.
|
|
•
|
$0.110400 per share for April 2014 to holders of record on April 30, 2014 with a payment date of May 22, 2014;
|
|
•
|
$0.110425 per share for May 2014 to holders of record on May 30, 2014 with a payment date of June 19, 2014; and
|
|
•
|
$0.110450 per share for June 2014 to holders of record on June 30, 2014 with a payment date of July 24, 2014.
|
|
•
|
$0.110475 per share for July 2014 to holders of record on July 31, 2014 with a payment date of August 21, 2014;
|
|
•
|
$0.110500 per share for August 2014 to holders of record on August 29, 2014 with a payment date of September 18, 2014; and
|
|
•
|
$0.110525 per share for September 2014 to holders of record on September 30, 2014 with a payment date of October 22, 2014.
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
Income Source
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Structuring, advisory and amendment fees (Note 3)
|
|
$
|
24,522
|
|
|
$
|
9,630
|
|
|
$
|
54,321
|
|
|
$
|
34,470
|
|
|
Recovery of legal costs from prior periods from legal settlement
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
||||
|
Royalty interests
|
|
1,704
|
|
|
781
|
|
|
4,316
|
|
|
2,121
|
|
||||
|
Administrative agent fees
|
|
135
|
|
|
89
|
|
|
343
|
|
|
241
|
|
||||
|
Total Other Income
|
|
$
|
26,361
|
|
|
$
|
10,500
|
|
|
$
|
63,980
|
|
|
$
|
36,832
|
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net increase in net assets resulting from operations
|
|
$
|
82,101
|
|
|
$
|
44,429
|
|
|
$
|
247,363
|
|
|
$
|
138,167
|
|
|
Weighted average common shares outstanding
|
|
316,388,733
|
|
|
226,587,578
|
|
|
286,949,781
|
|
|
194,657,279
|
|
||||
|
Net increase in net assets resulting from operations per share
|
|
$
|
0.26
|
|
|
$
|
0.20
|
|
|
$
|
0.86
|
|
|
$
|
0.71
|
|
|
•
|
no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate;
|
|
•
|
100.00% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate); and
|
|
•
|
20.00% of the amount of our pre-incentive fee net investment income, if any, that exceeds 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate).
|
|
|
For the Three Months Ended
March 31, |
|
For the Nine Months Ended
March 31, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Per Share Data
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net asset value at beginning of period
|
$
|
10.73
|
|
|
$
|
10.81
|
|
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
Net investment income
|
0.31
|
|
|
0.26
|
|
|
0.95
|
|
|
1.20
|
|
||||
|
Net realized loss
|
(0.01
|
)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.06
|
)
|
||||
|
Net unrealized depreciation
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.08
|
)
|
|
(0.42
|
)
|
||||
|
Net increase in net assets as a result of public offerings
|
0.03
|
|
|
0.04
|
|
|
0.09
|
|
|
0.11
|
|
||||
|
Dividends declared and paid
|
(0.33
|
)
|
|
(0.33
|
)
|
|
(0.99
|
)
|
|
(0.95
|
)
|
||||
|
Net asset value at end of period
|
$
|
10.68
|
|
|
$
|
10.71
|
|
|
$
|
10.68
|
|
|
$
|
10.71
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Per share market value at end of period
|
$
|
10.80
|
|
|
$
|
10.91
|
|
|
$
|
10.80
|
|
|
$
|
10.91
|
|
|
Total return based on market value
(2)
|
(0.79
|
)%
|
|
3.38
|
%
|
|
9.31
|
%
|
|
4.24
|
%
|
||||
|
Total return based on net asset value
(2)
|
2.59
|
%
|
|
2.05
|
%
|
|
8.90
|
%
|
|
7.62
|
%
|
||||
|
Shares outstanding at end of period
|
333,499,861
|
|
|
238,628,037
|
|
|
333,499,861
|
|
|
238,628,037
|
|
||||
|
Average weighted shares outstanding for period
|
316,388,733
|
|
|
226,587,578
|
|
|
286,949,781
|
|
|
194,657,279
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Ratio / Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net assets at end of period
|
$
|
3,561,376
|
|
|
$
|
2,555,588
|
|
|
$
|
3,561,376
|
|
|
$
|
2,555,588
|
|
|
Portfolio turnover rate
|
11.34
|
%
|
|
17.43
|
%
|
|
12.59
|
%
|
|
20.75
|
%
|
||||
|
Annualized ratio of operating expenses to average net assets
|
10.86
|
%
|
|
9.93
|
%
|
|
10.58
|
%
|
|
10.47
|
%
|
||||
|
Annualized ratio of net investment income to average net assets
|
11.56
|
%
|
|
9.76
|
%
|
|
11.25
|
%
|
|
13.77
|
%
|
||||
|
|
Year Ended June 30,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
Per Share Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net asset value at beginning of period
|
$
|
10.83
|
|
|
$
|
10.36
|
|
|
$
|
10.30
|
|
|
$
|
12.40
|
|
|
$
|
14.55
|
|
|
Net investment income
|
1.57
|
|
|
1.63
|
|
|
1.10
|
|
|
1.13
|
|
|
1.87
|
|
|||||
|
Net realized (loss) gain
|
(0.13
|
)
|
|
0.32
|
|
|
0.19
|
|
|
(0.87
|
)
|
|
(1.24
|
)
|
|||||
|
Net unrealized (depreciation) appreciation
|
(0.37
|
)
|
|
(0.28
|
)
|
|
0.09
|
|
|
0.07
|
|
|
0.48
|
|
|||||
|
Net increase (decrease) in net assets as a result of public offering
|
0.13
|
|
|
0.04
|
|
|
(0.08
|
)
|
|
(0.85
|
)
|
|
(2.11
|
)
|
|||||
|
Net increase in net assets as a result of shares issued for Patriot acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
0.12
|
|
|
—
|
|
|||||
|
Dividends to shareholders
|
(1.31
|
)
|
|
(1.24
|
)
|
|
(1.24
|
)
|
|
(1.70
|
)
|
|
(1.15
|
)
|
|||||
|
Net asset value at end of period
|
$
|
10.72
|
|
|
$
|
10.83
|
|
|
$
|
10.36
|
|
|
$
|
10.30
|
|
|
$
|
12.40
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Per share market value at end of period
|
$
|
10.80
|
|
|
$
|
11.39
|
|
|
$
|
10.11
|
|
|
$
|
9.65
|
|
|
$
|
9.20
|
|
|
Total return based on market value
(2)
|
6.24
|
%
|
|
27.21
|
%
|
|
17.22
|
%
|
|
17.66
|
%
|
|
(18.60
|
%)
|
|||||
|
Total return based on net asset value
(2)
|
10.91
|
%
|
|
18.03
|
%
|
|
12.54
|
%
|
|
(6.82
|
%)
|
|
(0.61
|
%)
|
|||||
|
Shares outstanding at end of period
|
247,836,965
|
|
|
139,633,870
|
|
|
107,606,690
|
|
|
69,086,862
|
|
|
42,943,084
|
|
|||||
|
Average weighted shares outstanding for period
|
207,069,971
|
|
|
114,394,554
|
|
|
85,978,757
|
|
|
59,429,222
|
|
|
31,559,905
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Ratio / Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net assets at end of period
|
$
|
2,656,494
|
|
|
$
|
1,511,974
|
|
|
$
|
1,114,357
|
|
|
$
|
711,424
|
|
|
$
|
532,596
|
|
|
Portfolio turnover rate
|
29.24
|
%
|
|
29.06
|
%
|
|
27.63
|
%
|
|
21.61
|
%
|
|
4.99
|
%
|
|||||
|
Annualized ratio of operating expenses to average net assets
|
11.50
|
%
|
|
10.73
|
%
|
|
8.47
|
%
|
|
7.54
|
%
|
|
9.03
|
%
|
|||||
|
Annualized ratio of net investment income to average net assets
|
14.86
|
%
|
|
14.92
|
%
|
|
10.60
|
%
|
|
10.69
|
%
|
|
13.14
|
%
|
|||||
|
(1)
|
Financial highlights are based on weighted average shares (except for dividends declared and paid which is based on actual rate per share).
|
|
(2)
|
Total return based on market value is based on the change in market price per share between the opening and ending market prices per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan.
|
|
|
|
Investment Income
|
|
Net Investment Income
|
|
Net Realized and Unrealized
Gains (Losses)
|
|
Net Increase in Net Assets
from Operations
|
||||||||||||||||||||||||
|
Quarter Ended
|
|
Total
|
|
Per Share(1)
|
|
Total
|
|
Per Share(1)
|
|
Total
|
|
Per Share(1)
|
|
Total
|
|
Per Share(1)
|
||||||||||||||||
|
September 30, 2011
|
|
$
|
55,342
|
|
|
$
|
0.51
|
|
|
$
|
27,877
|
|
|
$
|
0.26
|
|
|
$
|
12,023
|
|
|
$
|
0.11
|
|
|
$
|
39,900
|
|
|
$
|
0.37
|
|
|
December 31, 2011
|
|
67,263
|
|
|
0.61
|
|
|
36,508
|
|
|
0.33
|
|
|
27,984
|
|
|
0.26
|
|
|
64,492
|
|
|
0.59
|
|
||||||||
|
March 31, 2012
|
|
95,623
|
|
|
0.84
|
|
|
58,072
|
|
|
0.51
|
|
|
(7,863
|
)
|
|
(0.07
|
)
|
|
50,209
|
|
|
0.44
|
|
||||||||
|
June 30, 2012
|
|
102,682
|
|
|
0.82
|
|
|
64,227
|
|
|
0.52
|
|
|
(27,924
|
)
|
|
(0.22
|
)
|
|
36,303
|
|
|
0.29
|
|
||||||||
|
September 30, 2012
|
|
123,636
|
|
|
0.76
|
|
|
74,027
|
|
|
0.46
|
|
|
(26,778
|
)
|
|
(0.17
|
)
|
|
47,249
|
|
|
0.29
|
|
||||||||
|
December 31, 2012
|
|
166,035
|
|
|
0.85
|
|
|
99,216
|
|
|
0.51
|
|
|
(52,727
|
)
|
|
(0.27
|
)
|
|
46,489
|
|
|
0.24
|
|
||||||||
|
March 31, 2013
|
|
120,195
|
|
|
0.53
|
|
|
59,585
|
|
|
0.26
|
|
|
(15,156
|
)
|
|
(0.07
|
)
|
|
44,429
|
|
|
0.20
|
|
||||||||
|
June 30, 2013
|
|
166,470
|
|
|
0.68
|
|
|
92,096
|
|
|
0.38
|
|
|
(9,407
|
)
|
|
(0.04
|
)
|
|
82,689
|
|
|
0.34
|
|
||||||||
|
September 30, 2013
|
|
161,034
|
|
|
0.62
|
|
|
82,337
|
|
|
0.32
|
|
|
(2,437
|
)
|
|
(0.01
|
)
|
|
79,900
|
|
|
0.31
|
|
||||||||
|
December 31, 2013
|
|
178,090
|
|
|
0.62
|
|
|
92,215
|
|
|
0.32
|
|
|
(6,853
|
)
|
|
(0.02
|
)
|
|
85,362
|
|
|
0.30
|
|
||||||||
|
March 31, 2014
|
|
190,327
|
|
|
0.60
|
|
|
98,523
|
|
|
0.31
|
|
|
(16,422
|
)
|
|
(0.06
|
)
|
|
82,101
|
|
|
0.26
|
|
||||||||
|
(1)
|
Per share amounts are calculated using weighted average shares during period.
|
|
•
|
$0.110550 per share for October 2014 to holders of record on October 31, 2014 with a payment date of November 20, 2014;
|
|
•
|
$0.110575 per share for November 2014 to holders of record on November 28, 2014 with a payment date of December 18, 2014; and
|
|
•
|
$0.110600 per share for December 2014 to holders of record on December 31, 2014 with a payment date of January 22, 2015.
|
|
•
|
our future operating results;
|
|
•
|
our business prospects and the prospects of our portfolio companies;
|
|
•
|
the impact of investments that we expect to make;
|
|
•
|
our contractual arrangements and relationships with third parties;
|
|
•
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
|
•
|
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.
|
|
•
|
$0.110475 per share for July 2014 to holders of record on July 31, 2014 with a payment date of August 21, 2014;
|
|
•
|
$0.110500 per share for August 2014 to holders of record on August 29, 2014 with a payment date of September 18, 2014; and
|
|
•
|
$0.110525 per share for September 2014 to holders of record on September 30, 2014 with a payment date of October 22, 2014.
|
|
Tenor at
Origination
(in years)
|
|
Principal
Amount
|
|
Interest
Rate Range
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date Range
|
|||
|
4
|
|
$
|
20,447
|
|
|
3.75%–4.00%
|
|
3.94
|
%
|
|
January 15, 2018 – March 15, 2018
|
|
5
|
|
70,385
|
|
|
4.75%–5.00%
|
|
4.90
|
%
|
|
January 15, 2019 – August 15, 2019
|
|
|
5.5
|
|
40,000
|
|
|
4.75%
|
|
4.75
|
%
|
|
August 15, 2019 – August 15, 2019
|
|
|
7
|
|
12,789
|
|
|
5.25%–5.50%
|
|
5.38
|
%
|
|
January 15, 2021 – March 15, 2021
|
|
|
10
|
|
13,691
|
|
|
5.75%–6.50%
|
|
6.02
|
%
|
|
January 15, 2024 – March 15, 2024
|
|
|
25
|
|
11,116
|
|
|
6.25%–6.50%
|
|
6.38
|
%
|
|
January 15, 2039 – March 15, 2039
|
|
|
|
|
$
|
168,428
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||||||||
|
Level of Control
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
|
Control Investments
|
$
|
1,655,363
|
|
27.1
|
%
|
$
|
1,559,214
|
|
26.0
|
%
|
|
$
|
830,151
|
|
19.5
|
%
|
$
|
811,634
|
|
19.5
|
%
|
|
Affiliate Investments
|
31,979
|
|
0.5
|
%
|
31,799
|
|
—
|
%
|
|
49,189
|
|
1.2
|
%
|
42,443
|
|
1.0
|
%
|
||||
|
Non-Control/Non-Affiliate Investments
|
4,424,017
|
|
72.4
|
%
|
4,415,190
|
|
0.1
|
%
|
|
3,376,438
|
|
79.3
|
%
|
3,318,775
|
|
79.5
|
%
|
||||
|
Total Investments
|
$
|
6,111,359
|
|
100.0
|
%
|
$
|
6,006,203
|
|
100.0
|
%
|
|
$
|
4,255,778
|
|
100.0
|
%
|
$
|
4,172,852
|
|
100.0
|
%
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||||||||
|
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
|
Revolving Line of Credit
|
$
|
3,445
|
|
0.1
|
%
|
$
|
2,853
|
|
—
|
%
|
|
$
|
9,238
|
|
0.2
|
%
|
$
|
8,729
|
|
0.2
|
%
|
|
Senior Secured Debt
|
3,788,155
|
|
62.0
|
%
|
3,719,846
|
|
61.9
|
%
|
|
2,262,327
|
|
53.1
|
%
|
2,207,091
|
|
52.8
|
%
|
||||
|
Subordinated Secured Debt
|
1,021,561
|
|
16.7
|
%
|
983,820
|
|
16.4
|
%
|
|
1,062,386
|
|
25.0
|
%
|
1,024,901
|
|
24.6
|
%
|
||||
|
Subordinated Unsecured Debt
|
99,935
|
|
1.6
|
%
|
100,000
|
|
1.7
|
%
|
|
88,470
|
|
2.1
|
%
|
88,827
|
|
2.1
|
%
|
||||
|
CLO Debt
|
28,002
|
|
0.4
|
%
|
33,554
|
|
0.6
|
%
|
|
27,667
|
|
0.7
|
%
|
28,589
|
|
0.7
|
%
|
||||
|
CLO Residual Interest
|
867,913
|
|
14.2
|
%
|
913,102
|
|
15.2
|
%
|
|
660,619
|
|
15.5
|
%
|
658,086
|
|
15.8
|
%
|
||||
|
Preferred Stock
|
84,052
|
|
1.4
|
%
|
4,271
|
|
0.1
|
%
|
|
25,016
|
|
0.6
|
%
|
14,742
|
|
0.4
|
%
|
||||
|
Common Stock
|
66,253
|
|
1.1
|
%
|
60,136
|
|
1.0
|
%
|
|
34,629
|
|
0.8
|
%
|
47,083
|
|
1.1
|
%
|
||||
|
Membership Interest
|
146,478
|
|
2.4
|
%
|
149,074
|
|
2.5
|
%
|
|
83,265
|
|
1.9
|
%
|
61,903
|
|
1.5
|
%
|
||||
|
Net Profits Interest
|
—
|
|
—
|
%
|
224
|
|
—
|
%
|
|
—
|
|
—
|
%
|
520
|
|
—
|
%
|
||||
|
Net Revenue Interest
|
—
|
|
—
|
%
|
26,684
|
|
0.4
|
%
|
|
—
|
|
—
|
%
|
20,439
|
|
0.5
|
%
|
||||
|
Escrow Receivable
|
—
|
|
—
|
%
|
1,681
|
|
—
|
%
|
|
—
|
|
—
|
%
|
4,662
|
|
0.1
|
%
|
||||
|
Warrants
|
2,161
|
|
—
|
%
|
7,658
|
|
0.1
|
%
|
|
2,161
|
|
0.1
|
%
|
7,280
|
|
0.2
|
%
|
||||
|
Small Business Whole Loans
|
3,404
|
|
0.1
|
%
|
3,300
|
|
0.1
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
|
Total Investments
|
$
|
6,111,359
|
|
100.0
|
%
|
$
|
6,006,203
|
|
100.0
|
%
|
|
$
|
4,255,778
|
|
100.0
|
%
|
$
|
4,172,852
|
|
100.0
|
%
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||||||||
|
Type of Investment
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
|
First Lien
|
$
|
3,791,600
|
|
65.2
|
%
|
$
|
3,722,699
|
|
64.7
|
%
|
|
$
|
2,271,565
|
|
55.3
|
%
|
$
|
2,215,820
|
|
55.2
|
%
|
|
Second Lien
|
1,021,561
|
|
17.6
|
%
|
983,820
|
|
17.1
|
%
|
|
1,062,386
|
|
25.8
|
%
|
1,024,901
|
|
25.5
|
%
|
||||
|
Unsecured
|
99,935
|
|
1.7
|
%
|
100,000
|
|
1.7
|
%
|
|
88,470
|
|
2.2
|
%
|
88,827
|
|
2.2
|
%
|
||||
|
CLO Debt
|
28,002
|
|
0.5
|
%
|
33,554
|
|
0.6
|
%
|
|
27,667
|
|
0.7
|
%
|
28,589
|
|
0.7
|
%
|
||||
|
CLO Residual Interest
|
867,913
|
|
14.9
|
%
|
913,102
|
|
15.8
|
%
|
|
660,619
|
|
16.0
|
%
|
658,086
|
|
16.4
|
%
|
||||
|
Small Business Whole Loans
|
3,404
|
|
0.1
|
%
|
3,300
|
|
0.1
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
|
Total Debt Investments
|
$
|
5,812,415
|
|
100.0
|
%
|
$
|
5,756,475
|
|
100.0
|
%
|
|
$
|
4,110,707
|
|
100.0
|
%
|
$
|
4,016,223
|
|
100.0
|
%
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||||||||
|
Geographic Location
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
|
Canada
|
$
|
15,000
|
|
0.2
|
%
|
$
|
15,000
|
|
0.2
|
%
|
|
$
|
165,000
|
|
3.9
|
%
|
$
|
165,000
|
|
4.0
|
%
|
|
Cayman Islands
|
895,915
|
|
14.7
|
%
|
946,656
|
|
15.8
|
%
|
|
688,286
|
|
16.2
|
%
|
686,675
|
|
16.5
|
%
|
||||
|
France
|
10,210
|
|
0.2
|
%
|
10,195
|
|
0.2
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
|
Ireland
|
14,935
|
|
0.2
|
%
|
15,000
|
|
0.2
|
%
|
|
14,927
|
|
0.4
|
%
|
15,000
|
|
0.4
|
%
|
||||
|
Midwest US
|
884,907
|
|
14.5
|
%
|
849,954
|
|
14.2
|
%
|
|
565,239
|
|
13.3
|
%
|
531,934
|
|
12.7
|
%
|
||||
|
Northeast US
|
1,180,503
|
|
19.3
|
%
|
1,166,865
|
|
19.4
|
%
|
|
522,759
|
|
12.2
|
%
|
536,300
|
|
12.8
|
%
|
||||
|
Puerto Rico
|
41,406
|
|
0.7
|
%
|
36,418
|
|
0.6
|
%
|
|
41,352
|
|
1.0
|
%
|
41,352
|
|
1.0
|
%
|
||||
|
Southeast US
|
1,429,810
|
|
23.4
|
%
|
1,396,035
|
|
23.3
|
%
|
|
1,124,119
|
|
26.4
|
%
|
1,098,996
|
|
26.3
|
%
|
||||
|
Southwest US
|
747,604
|
|
12.2
|
%
|
715,175
|
|
11.9
|
%
|
|
459,944
|
|
10.8
|
%
|
445,411
|
|
10.7
|
%
|
||||
|
Western US
|
891,069
|
|
14.6
|
%
|
854,905
|
|
14.2
|
%
|
|
674,152
|
|
15.8
|
%
|
652,184
|
|
15.6
|
%
|
||||
|
Total Investments
|
$
|
6,111,359
|
|
100.0
|
%
|
$
|
6,006,203
|
|
100.0
|
%
|
|
$
|
4,255,778
|
|
100.0
|
%
|
$
|
4,172,852
|
|
100.0
|
%
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||||||||
|
Industry
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
||||||||||||
|
Aerospace & Defense
|
$
|
102,843
|
|
1.7
|
%
|
$
|
102,823
|
|
1.7
|
%
|
|
$
|
56
|
|
—
|
%
|
$
|
—
|
|
—
|
%
|
|
Auto Finance
|
11,083
|
|
0.2
|
%
|
11,083
|
|
0.2
|
%
|
|
10,914
|
|
0.3
|
%
|
10,417
|
|
0.2
|
%
|
||||
|
Automobile
|
22,283
|
|
0.4
|
%
|
22,450
|
|
0.4
|
%
|
|
12,300
|
|
0.3
|
%
|
12,500
|
|
0.3
|
%
|
||||
|
Biotechnology
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
14
|
|
—
|
%
|
||||
|
Business Services
|
520,194
|
|
8.5
|
%
|
520,194
|
|
8.6
|
%
|
|
180,793
|
|
4.2
|
%
|
179,544
|
|
4.3
|
%
|
||||
|
Chemicals
|
19,633
|
|
0.3
|
%
|
18,765
|
|
0.3
|
%
|
|
28,364
|
|
0.7
|
%
|
28,648
|
|
0.7
|
%
|
||||
|
Commercial Services
|
308,127
|
|
5.0
|
%
|
308,127
|
|
5.1
|
%
|
|
247,073
|
|
5.8
|
%
|
247,073
|
|
5.9
|
%
|
||||
|
Construction & Engineering
|
56,043
|
|
0.9
|
%
|
35,761
|
|
0.6
|
%
|
|
53,615
|
|
1.3
|
%
|
53,615
|
|
1.3
|
%
|
||||
|
Consumer Finance
|
423,982
|
|
6.9
|
%
|
437,049
|
|
7.3
|
%
|
|
413,332
|
|
9.7
|
%
|
406,964
|
|
9.8
|
%
|
||||
|
Consumer Services
|
504,028
|
|
8.2
|
%
|
505,882
|
|
8.4
|
%
|
|
311,982
|
|
7.3
|
%
|
314,033
|
|
7.5
|
%
|
||||
|
Contracting
|
3,831
|
|
0.1
|
%
|
—
|
|
—
|
%
|
|
3,831
|
|
0.1
|
%
|
—
|
|
—
|
%
|
||||
|
Diversified / Conglomerate Service
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
143
|
|
—
|
%
|
||||
|
Diversified Financial Services
|
937,456
|
|
15.4
|
%
|
988,093
|
|
16.5
|
%
|
|
745,705
|
|
17.5
|
%
|
742,434
|
|
17.8
|
%
|
||||
|
Durable Consumer Products
|
377,195
|
|
6.2
|
%
|
376,198
|
|
6.3
|
%
|
|
359,403
|
|
8.5
|
%
|
349,654
|
|
8.4
|
%
|
||||
|
Ecological
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
141
|
|
—
|
%
|
335
|
|
—
|
%
|
||||
|
Electronics
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
149
|
|
—
|
%
|
||||
|
Energy
|
77,740
|
|
1.3
|
%
|
70,903
|
|
1.2
|
%
|
|
63,895
|
|
1.5
|
%
|
56,321
|
|
1.3
|
%
|
||||
|
Food Products
|
173,762
|
|
2.8
|
%
|
173,767
|
|
2.9
|
%
|
|
177,423
|
|
4.2
|
%
|
177,428
|
|
4.3
|
%
|
||||
|
Healthcare
|
311,625
|
|
5.1
|
%
|
306,928
|
|
5.1
|
%
|
|
273,438
|
|
6.4
|
%
|
273,838
|
|
6.6
|
%
|
||||
|
Hotels, Restaurants & Leisure
|
132,399
|
|
2.2
|
%
|
132,614
|
|
2.2
|
%
|
|
35,125
|
|
0.8
|
%
|
35,361
|
|
0.8
|
%
|
||||
|
Machinery
|
396
|
|
—
|
%
|
742
|
|
—
|
%
|
|
396
|
|
—
|
%
|
790
|
|
—
|
%
|
||||
|
Manufacturing
|
208,549
|
|
3.4
|
%
|
163,379
|
|
2.7
|
%
|
|
163,431
|
|
3.8
|
%
|
167,584
|
|
4.0
|
%
|
||||
|
Media
|
391,746
|
|
6.4
|
%
|
376,263
|
|
6.3
|
%
|
|
171,290
|
|
4.0
|
%
|
161,325
|
|
3.9
|
%
|
||||
|
Metal Services & Minerals
|
48,398
|
|
0.8
|
%
|
50,799
|
|
0.9
|
%
|
|
98,662
|
|
2.3
|
%
|
102,832
|
|
2.5
|
%
|
||||
|
Oil & Gas Production
|
169,128
|
|
2.8
|
%
|
123,389
|
|
2.1
|
%
|
|
75,126
|
|
1.8
|
%
|
24,420
|
|
0.6
|
%
|
||||
|
Personal & Nondurable Consumer Products
|
84,278
|
|
1.4
|
%
|
86,042
|
|
1.4
|
%
|
|
59,822
|
|
1.4
|
%
|
60,183
|
|
1.4
|
%
|
||||
|
Pharmaceuticals
|
78,565
|
|
1.3
|
%
|
77,722
|
|
1.3
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
|
Property Management
|
57,647
|
|
0.9
|
%
|
47,961
|
|
0.8
|
%
|
|
51,170
|
|
1.2
|
%
|
54,648
|
|
1.3
|
%
|
||||
|
Real Estate
|
348,681
|
|
5.7
|
%
|
351,036
|
|
5.8
|
%
|
|
152,540
|
|
3.6
|
%
|
152,540
|
|
3.7
|
%
|
||||
|
Retail
|
14,219
|
|
0.2
|
%
|
14,626
|
|
0.2
|
%
|
|
14,190
|
|
0.3
|
%
|
14,569
|
|
0.3
|
%
|
||||
|
Software & Computer Services
|
256,471
|
|
4.2
|
%
|
257,544
|
|
4.3
|
%
|
|
307,734
|
|
7.2
|
%
|
309,308
|
|
7.4
|
%
|
||||
|
Telecommunication Services
|
79,629
|
|
1.3
|
%
|
79,654
|
|
1.3
|
%
|
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
||||
|
Textiles, Apparel & Luxury Goods
|
276,024
|
|
4.5
|
%
|
262,212
|
|
4.4
|
%
|
|
116,260
|
|
2.8
|
%
|
108,708
|
|
2.6
|
%
|
||||
|
Transportation
|
115,404
|
|
1.9
|
%
|
104,197
|
|
1.7
|
%
|
|
127,767
|
|
3.0
|
%
|
127,474
|
|
3.1
|
%
|
||||
|
Total Investments
|
$
|
6,111,359
|
|
100.0
|
%
|
$
|
6,006,203
|
|
100.0
|
%
|
|
$
|
4,255,778
|
|
100.0
|
%
|
$
|
4,172,852
|
|
100.0
|
%
|
|
Quarter-End
|
|
Acquisitions(1)
|
|
Dispositions(2)
|
||||
|
March 31, 2014
|
|
$
|
1,343,356
|
|
|
$
|
198,047
|
|
|
December 31, 2013
|
|
607,657
|
|
|
255,238
|
|
||
|
September 30, 2013
|
|
556,843
|
|
|
164,167
|
|
||
|
June 30, 2013
|
|
798,760
|
|
|
321,615
|
|
||
|
March 31, 2013
|
|
784,395
|
|
|
102,527
|
|
||
|
December 31, 2012
|
|
772,125
|
|
|
349,269
|
|
||
|
September 30, 2012
|
|
747,937
|
|
|
158,123
|
|
||
|
June 30, 2012
|
|
573,314
|
|
|
146,292
|
|
||
|
March 31, 2012
|
|
170,073
|
|
|
188,399
|
|
||
|
December 31, 2011
|
|
154,697
|
|
|
120,206
|
|
||
|
September 30, 2011
|
|
222,575
|
|
|
46,055
|
|
||
|
June 30, 2011
|
|
312,301
|
|
|
71,738
|
|
||
|
March 31, 2011
|
|
359,152
|
|
|
78,571
|
|
||
|
December 31, 2010
|
|
140,933
|
|
|
67,405
|
|
||
|
September 30, 2010
|
|
140,951
|
|
|
68,148
|
|
||
|
June 30, 2010
|
|
88,973
|
|
|
39,883
|
|
||
|
March 31, 2010
|
|
59,311
|
|
|
26,603
|
|
||
|
December 31, 2009(3)
|
|
210,438
|
|
|
45,494
|
|
||
|
September 30, 2009
|
|
6,066
|
|
|
24,241
|
|
||
|
June 30, 2009
|
|
7,929
|
|
|
3,148
|
|
||
|
March 31, 2009
|
|
6,356
|
|
|
10,782
|
|
||
|
December 31, 2008
|
|
13,564
|
|
|
2,128
|
|
||
|
September 30, 2008
|
|
70,456
|
|
|
10,949
|
|
||
|
June 30, 2008
|
|
118,913
|
|
|
61,148
|
|
||
|
March 31, 2008
|
|
31,794
|
|
|
28,891
|
|
||
|
December 31, 2007
|
|
120,846
|
|
|
19,223
|
|
||
|
September 30, 2007
|
|
40,394
|
|
|
17,949
|
|
||
|
June 30, 2007
|
|
130,345
|
|
|
9,857
|
|
||
|
March 31, 2007
|
|
19,701
|
|
|
7,731
|
|
||
|
December 31, 2006
|
|
62,679
|
|
|
17,796
|
|
||
|
September 30, 2006
|
|
24,677
|
|
|
2,781
|
|
||
|
June 30, 2006
|
|
42,783
|
|
|
5,752
|
|
||
|
March 31, 2006
|
|
15,732
|
|
|
901
|
|
||
|
December 31, 2005
|
|
—
|
|
|
3,523
|
|
||
|
September 30, 2005
|
|
25,342
|
|
|
—
|
|
||
|
June 30, 2005
|
|
17,544
|
|
|
—
|
|
||
|
March 31, 2005
|
|
7,332
|
|
|
—
|
|
||
|
December 31, 2004
|
|
23,771
|
|
|
32,083
|
|
||
|
September 30, 2004
|
|
30,371
|
|
|
—
|
|
||
|
Since Inception
|
|
$
|
8,860,386
|
|
|
$
|
2,706,663
|
|
|
(1)
|
Includes new deals, additional fundings, refinancings and PIK interest.
|
|
(2)
|
Includes scheduled principal payments, prepayments and refinancings.
|
|
(3)
|
The $210,438 of acquisitions for the quarter ended December 31, 2009 includes $207,126 of portfolio investments acquired from Patriot.
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
|
1
|
|
Abbington Pointe
|
|
Marietta, GA
|
|
12/28/2012
|
|
$
|
23,500
|
|
|
$
|
15,275
|
|
|
2
|
|
Amberly Place
|
|
Tampa, FL
|
|
1/17/2013
|
|
63,400
|
|
|
39,600
|
|
||
|
3
|
|
Lofton Place
|
|
Tampa, FL
|
|
4/30/2013
|
|
26,000
|
|
|
16,965
|
|
||
|
4
|
|
Vista at Palma Sola
|
|
Bradenton, FL
|
|
4/30/2013
|
|
27,000
|
|
|
17,550
|
|
||
|
5
|
|
Arlington Park
|
|
Marietta, GA
|
|
5/8/2013
|
|
14,850
|
|
|
9,650
|
|
||
|
6
|
|
The Resort
|
|
Pembroke Pines, FL
|
|
6/24/2013
|
|
225,000
|
|
|
157,500
|
|
||
|
7
|
|
Inverness Lakes(1)
|
|
Mobile, AL
|
|
11/15/2013
|
|
29,600
|
|
|
19,400
|
|
||
|
8
|
|
Kings Mill Apartments(1)
|
|
Pensacola, FL
|
|
11/15/2013
|
|
20,750
|
|
|
13,622
|
|
||
|
9
|
|
Crestview at Oakleigh(1)
|
|
Pensacola, FL
|
|
11/15/2013
|
|
17,500
|
|
|
11,488
|
|
||
|
10
|
|
Plantations at Pine Lake(1)
|
|
Tallahassee, FL
|
|
11/15/2013
|
|
18,000
|
|
|
11,817
|
|
||
|
11
|
|
Cordova Regency(1)
|
|
Pensacola, FL
|
|
11/15/2013
|
|
13,750
|
|
|
9,026
|
|
||
|
12
|
|
Verandas at Rocky Ridge(1)
|
|
Birmingham, AL
|
|
11/15/2013
|
|
15,600
|
|
|
10,205
|
|
||
|
13
|
|
Plantations at Hillcrest(2)
|
|
Mobile, AL
|
|
1/17/2014
|
|
6,930
|
|
|
5,094
|
|
||
|
14
|
|
Crestview at Cordova(2)
|
|
Pensacola, FL
|
|
1/17/2014
|
|
8,500
|
|
|
5,072
|
|
||
|
|
|
|
|
|
|
|
|
$
|
510,380
|
|
|
$
|
342,264
|
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
|
1
|
|
146 Forest Parkway
|
|
Forest Park, GA
|
|
10/24/2012
|
|
$
|
7,400
|
|
|
$
|
—
|
|
|
2
|
|
Bexley
|
|
Marietta, GA
|
|
11/1/2013
|
|
30,600
|
|
|
22,497
|
|
||
|
3
|
|
St. Marin(1)
|
|
Coppell, TX
|
|
11/19/2013
|
|
73,078
|
|
|
53,863
|
|
||
|
4
|
|
Mission Gate(1)
|
|
Plano, TX
|
|
11/19/2013
|
|
47,621
|
|
|
36,148
|
|
||
|
5
|
|
Vinings Corner(1)
|
|
Smyrna, GA
|
|
11/19/2013
|
|
35,691
|
|
|
26,640
|
|
||
|
6
|
|
Central Park(1)
|
|
Altamonte Springs, FL
|
|
11/19/2013
|
|
36,590
|
|
|
27,471
|
|
||
|
7
|
|
City West(1)
|
|
Orlando, FL
|
|
11/19/2013
|
|
23,562
|
|
|
18,533
|
|
||
|
8
|
|
Matthews Reserve(1)
|
|
Matthews, NC
|
|
11/19/2013
|
|
22,063
|
|
|
17,571
|
|
||
|
9
|
|
Indigo
|
|
Jacksonville, FL
|
|
12/31/2013
|
|
38,000
|
|
|
28,500
|
|
||
|
10
|
|
Island Club
|
|
Atlantic Beach, FL
|
|
1/31/2014
|
|
13,025
|
|
|
9,118
|
|
||
|
|
|
|
|
|
|
|
|
$
|
327,630
|
|
|
$
|
240,341
|
|
|
No.
|
|
Property Name
|
|
City
|
|
Acquisition
Date |
|
Purchase
Price |
|
Mortgage
Outstanding |
||||
|
1
|
|
Eastwood Village(1)
|
|
Stockbridge, GA
|
|
12/12/2013
|
|
$
|
25,957
|
|
|
$
|
19,785
|
|
|
2
|
|
Monterey Village(1)
|
|
Jonesboro, GA
|
|
12/12/2013
|
|
11,501
|
|
|
9,193
|
|
||
|
3
|
|
Hidden Creek(1)
|
|
Morrow, GA
|
|
12/12/2013
|
|
5,098
|
|
|
3,619
|
|
||
|
4
|
|
Meadow Springs(1)
|
|
College Park, GA
|
|
12/12/2013
|
|
13,116
|
|
|
10,180
|
|
||
|
5
|
|
Meadow View(1)
|
|
College Park, GA
|
|
12/12/2013
|
|
14,354
|
|
|
11,141
|
|
||
|
6
|
|
Peachtree Landing(1)
|
|
Fairburn, GA
|
|
12/12/2013
|
|
17,224
|
|
|
13,575
|
|
||
|
|
|
|
|
|
|
|
|
$
|
87,250
|
|
|
$
|
67,493
|
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||||
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
|
Maximum Draw Amount
|
|
Amount Outstanding
|
||||||||
|
Revolving Credit Facility
|
$
|
792,500
|
|
|
$
|
729,000
|
|
|
$
|
552,500
|
|
|
$
|
124,000
|
|
|
Senior Convertible Notes
|
847,500
|
|
|
847,500
|
|
|
847,500
|
|
|
847,500
|
|
||||
|
Senior Unsecured Notes
|
347,858
|
|
|
347,858
|
|
|
347,725
|
|
|
347,725
|
|
||||
|
Prospect Capital InterNotes®
|
767,644
|
|
|
767,644
|
|
|
363,777
|
|
|
363,777
|
|
||||
|
Total
|
$
|
2,755,502
|
|
|
$
|
2,692,002
|
|
|
$
|
2,111,502
|
|
|
$
|
1,683,002
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
|
Revolving Credit Facility
|
$
|
729,000
|
|
|
$
|
—
|
|
|
$
|
729,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Senior Convertible Notes
|
847,500
|
|
|
—
|
|
|
317,500
|
|
|
330,000
|
|
|
200,000
|
|
|||||
|
Senior Unsecured Notes
|
347,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,858
|
|
|||||
|
Prospect Capital InterNotes®
|
767,644
|
|
|
—
|
|
|
5,710
|
|
|
381,895
|
|
|
380,039
|
|
|||||
|
Total Contractual Obligations
|
$
|
2,692,002
|
|
|
$
|
—
|
|
|
$
|
1,052,210
|
|
|
$
|
711,895
|
|
|
$
|
927,897
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
After 5 Years
|
||||||||||
|
Revolving Credit Facility
|
$
|
124,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,000
|
|
|
$
|
—
|
|
|
Senior Convertible Notes
|
847,500
|
|
|
—
|
|
|
150,000
|
|
|
297,500
|
|
|
400,000
|
|
|||||
|
Senior Unsecured Notes
|
347,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,725
|
|
|||||
|
Prospect Capital InterNotes®
|
363,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363,777
|
|
|||||
|
Total Contractual Obligations
|
$
|
1,683,002
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
421,500
|
|
|
$
|
1,111,502
|
|
|
|
2015 Notes
|
|
|
2016 Notes
|
|
|
2017 Notes
|
|
|
2018 Notes
|
|
|
2019 Notes
|
|
|||||
|
Initial conversion rate(1)
|
88.0902
|
|
|
78.3699
|
|
|
85.8442
|
|
|
82.3451
|
|
|
79.7766
|
|
|||||
|
Initial conversion price
|
$
|
11.35
|
|
|
$
|
12.76
|
|
|
$
|
11.65
|
|
|
$
|
12.14
|
|
|
$
|
12.54
|
|
|
Conversion rate at March 31, 2014(1)(2)
|
89.0157
|
|
|
79.3176
|
|
|
86.1162
|
|
|
82.8631
|
|
|
79.7863
|
|
|||||
|
Conversion price at March 31, 2014(2)(3)
|
$
|
11.23
|
|
|
$
|
12.61
|
|
|
$
|
11.61
|
|
|
$
|
12.07
|
|
|
$
|
12.53
|
|
|
Last conversion price calculation date
|
12/21/2013
|
|
|
2/18/2014
|
|
|
4/16/2013
|
|
|
8/14/2013
|
|
|
12/21/2013
|
|
|||||
|
Dividend threshold amount (per share)(4)
|
$
|
0.101125
|
|
|
$
|
0.101150
|
|
|
$
|
0.101500
|
|
|
$
|
0.101600
|
|
|
$
|
0.110025
|
|
|
(1)
|
Conversion rates denominated in shares of common stock per $1 principal amount of the Senior Convertible Notes converted.
|
|
(2)
|
Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date.
|
|
(3)
|
The conversion price in effect at
March 31, 2014
was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary.
|
|
(4)
|
The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment.
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
|
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016 – October 15, 2016
|
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017 – April 15, 2017
|
|
|
4
|
|
36,992
|
|
|
3.75%–4.00%
|
|
3.96
|
%
|
|
November 15, 2017 – March 15, 2018
|
|
|
5
|
|
195,965
|
|
|
4.75%–5.00%
|
|
4.96
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
|
5.5
|
|
43,820
|
|
|
4.75%–5.00%
|
|
4.77
|
%
|
|
February 15, 2019 – August 15, 2019
|
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020 – February 15, 2020
|
|
|
7
|
|
47,227
|
|
|
5.25%–5.75%
|
|
5.50
|
%
|
|
July 15, 2020 – March 15, 2021
|
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021 – February 15, 2021
|
|
|
10
|
|
13,691
|
|
|
5.75%–6.50%
|
|
6.02
|
%
|
|
January 15, 2024 – March 15, 2024
|
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
|
15
|
|
2,495
|
|
|
6.00%
|
|
6.00
|
%
|
|
August 15, 2028 – November 15, 2028
|
|
|
18
|
|
4,062
|
|
|
6.00%–6.25%
|
|
6.21
|
%
|
|
July 15, 2031 – August 15, 2031
|
|
|
20
|
|
2,791
|
|
|
6.00%
|
|
6.00
|
%
|
|
September 15, 2033 – October 15, 2033
|
|
|
25
|
|
24,382
|
|
|
6.25%–6.50%
|
|
6.45
|
%
|
|
August 15, 2038 – March 15, 2039
|
|
|
30
|
|
20,150
|
|
|
6.50%–6.75%
|
|
6.60
|
%
|
|
July 15, 2043 – October 15, 2043
|
|
|
|
|
$
|
407,208
|
|
|
|
|
|
|
|
|
|
Tenor at
Origination (in years) |
|
Principal
Amount |
|
Interest Rate
Range |
|
Weighted
Average Interest Rate |
|
Maturity Date Range
|
|||
|
3
|
|
$
|
5,710
|
|
|
4.00%
|
|
4.00
|
%
|
|
October 15, 2016 – October 15, 2016
|
|
3.5
|
|
3,149
|
|
|
4.00%
|
|
4.00
|
%
|
|
April 15, 2017 – April 15, 2017
|
|
|
4
|
|
36,992
|
|
|
3.75%–4.00%
|
|
3.96
|
%
|
|
November 15, 2017 – March 15, 2018
|
|
|
5
|
|
195,965
|
|
|
4.75%–5.00%
|
|
4.96
|
%
|
|
July 15, 2018 – August 15, 2019
|
|
|
5.5
|
|
43,820
|
|
|
4.75%–5.00%
|
|
4.77
|
%
|
|
February 15, 2019 – August 15, 2019
|
|
|
6.5
|
|
1,800
|
|
|
5.50%
|
|
5.50
|
%
|
|
February 15, 2020 – February 15, 2020
|
|
|
7
|
|
241,961
|
|
|
4.00%–6.55%
|
|
5.40
|
%
|
|
June 15, 2019 – March 15, 2021
|
|
|
7.5
|
|
1,996
|
|
|
5.75%
|
|
5.75
|
%
|
|
February 15, 2021 – February 15, 2021
|
|
|
10
|
|
31,793
|
|
|
3.23%–7.00%
|
|
6.32
|
%
|
|
March 15, 2022 – March 15, 2024
|
|
|
12
|
|
2,978
|
|
|
6.00%
|
|
6.00
|
%
|
|
November 15, 2025 – December 15, 2025
|
|
|
15
|
|
17,495
|
|
|
5.00%–6.00%
|
|
5.14
|
%
|
|
May 15, 2028 – November 15, 2028
|
|
|
18
|
|
25,625
|
|
|
4.125%–6.25%
|
|
5.49
|
%
|
|
December 15, 2030 – August 15, 2031
|
|
|
20
|
|
5,897
|
|
|
5.625%–6.00%
|
|
5.84
|
%
|
|
November 15, 2032 – October 15, 2033
|
|
|
25
|
|
24,382
|
|
|
6.25%–6.50%
|
|
6.45
|
%
|
|
August 15, 2038 – March 15, 2039
|
|
|
30
|
|
128,081
|
|
|
5.50%–6.75%
|
|
6.23
|
%
|
|
November 15, 2042 – October 15, 2043
|
|
|
|
|
$
|
767,644
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||
|
Net assets
|
|
$
|
3,561,376
|
|
|
$
|
2,656,494
|
|
|
Shares of common stock issued and outstanding
|
|
333,499,861
|
|
|
247,836,965
|
|
||
|
Net asset value per share
|
|
$
|
10.68
|
|
|
$
|
10.72
|
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Interest income
|
|
$
|
156,376
|
|
|
$
|
109,612
|
|
|
$
|
441,900
|
|
|
$
|
304,788
|
|
|
Dividend income
|
|
7,590
|
|
|
83
|
|
|
23,571
|
|
|
68,246
|
|
||||
|
Other income
|
|
26,361
|
|
|
10,500
|
|
|
63,980
|
|
|
36,832
|
|
||||
|
Total investment income
|
|
$
|
190,327
|
|
|
$
|
120,195
|
|
|
$
|
529,451
|
|
|
$
|
409,866
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Average debt principal of performing investments
|
|
$
|
4,976,702
|
|
|
$
|
3,114,965
|
|
|
$
|
4,541,874
|
|
|
$
|
2,595,767
|
|
|
Weighted average interest rate earned on performing assets
|
|
12.76
|
%
|
|
14.23
|
%
|
|
12.85
|
%
|
|
15.48
|
%
|
||||
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Interest on borrowings
|
|
$
|
27,206
|
|
|
$
|
17,311
|
|
|
$
|
75,826
|
|
|
$
|
40,921
|
|
|
Amortization of deferred financing costs
|
|
2,857
|
|
|
2,162
|
|
|
7,943
|
|
|
5,886
|
|
||||
|
Commitment and other fees
|
|
1,684
|
|
|
1,381
|
|
|
4,641
|
|
|
3,972
|
|
||||
|
Total
|
|
$
|
31,747
|
|
|
$
|
20,854
|
|
|
$
|
88,410
|
|
|
$
|
50,779
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average debt outstanding
|
|
$
|
1,920,717
|
|
|
$
|
1,178,121
|
|
|
$
|
1,753,868
|
|
|
$
|
925,652
|
|
|
Weighted-average interest rate
|
|
5.69
|
%
|
|
6.61
|
%
|
|
5.77
|
%
|
|
6.74
|
%
|
||||
|
Weighted-average interest rate including amortization of deferred financing costs
|
|
6.27
|
%
|
|
7.34
|
%
|
|
6.36
|
%
|
|
7.59
|
%
|
||||
|
2012 Facility amount at beginning of period
|
|
$
|
650,000
|
|
|
$
|
552,500
|
|
|
$
|
552,500
|
|
|
$
|
492,500
|
|
|
•
|
$0.110550 per share for October 2014 to holders of record on October 31, 2014 with a payment date of November 20, 2014;
|
|
•
|
$0.110575 per share for November 2014 to holders of record on November 28, 2014 with a payment date of December 18, 2014; and
|
|
•
|
$0.110600 per share for December 2014 to holders of record on December 31, 2014 with a payment date of January 22, 2015.
|
|
(1)
|
no changes to our current accounting treatment;
|
|
(2)
|
consolidation of such wholly-owned companies in the future for financial statement purposes but not for tax purposes; or
|
|
(3)
|
restatement of our prior financial statements with certain wholly-owned companies consolidated for financial statement purposes but not for tax purposes.
|
|
(1)
|
increase our historical taxable net income available for distribution (as the tax status of the underlying entities will remain unchanged), which we believe is an important measure of our ability to generate recurring cash income distributions to our shareholders;
|
|
(2)
|
increase our historical net increase in net assets resulting from operations;
|
|
(3)
|
decrease our historical net investment income by the amount of interest and structuring income paid by such wholly-owned companies in excess of the amount of income that can be reported as dividend income based on taxable earnings and profits; and
|
|
(4)
|
decrease our historical operating expenses by any resultant decrease in income incentive fees (partially offset by any resultant increased base management fees) paid to our Investment Adviser.
|
|
1.
|
Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors;
|
|
2.
|
the independent valuation firms conduct independent valuations and make their own independent assessment;
|
|
3.
|
the Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of Prospect Capital Management LLC (the “Investment Adviser”) and that of the independent valuation firms; and
|
|
4.
|
the Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the Audit Committee.
|
|
•
|
these companies may have limited financial resources and may be unable to meet their obligations under their securities that we hold, which may be accompanied by a deterioration in the value of their securities or of any collateral with respect to any securities and a reduction in the likelihood of our realizing on any guarantees we may have obtained in connection with our investment;
|
|
•
|
they may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
|
|
•
|
because many of these companies are privately held companies, public information is generally not available about these companies. As a result, we will depend on the ability of the Investment Adviser to obtain adequate information to evaluate these companies in making investment decisions. If the Investment Adviser is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and we may lose money on our investments;
|
|
•
|
they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a materially adverse impact on our portfolio company and, in turn, on us;
|
|
•
|
they may have less predictable operating results, may from time to time be parties to litigation, may be engaged in changing businesses with products subject to a risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;
|
|
•
|
they may have difficulty accessing the capital markets to meet future capital needs;
|
|
•
|
changes in laws and regulations, as well as their interpretations, may adversely affect their business, financial structure or prospects; and
|
|
•
|
increased taxes, regulatory expense or the costs of changes to the way they conduct business due to the effects of climate change may adversely affect their business, financial structure or prospects.
|
|
4.1
|
Articles of Amendment and Restatement(1)
|
|
4.2
|
Amended and Restated Bylaws(2)
|
|
4.3
|
Indenture dated as of February 16, 2012, by and between the Registrant and American Stock Transfer & Trust Company, LLC, as Trustee(3)
|
|
4.4
|
Joinder Supplemental Indenture dated as of March 8, 2012, to the Indenture dated as of February 16, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Original Trustee, and U.S. Bank National Association, as Series Trustee(4)
|
|
4.5
|
Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee(5)
|
|
4.6
|
Two Hundred Twenty-Seventh Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)
|
|
4.7
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.6)(6)
|
|
4.8
|
Two Hundred Twenty-Eighth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)
|
|
4.9
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.8)(6)
|
|
4.10
|
Two Hundred Twenty-Ninth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)
|
|
4.11
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.10)(6)
|
|
4.12
|
Two Hundred Thirtieth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)
|
|
4.13
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.12)(6)
|
|
4.14
|
Two Hundred Thirty-First Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(6)
|
|
4.15
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.14)(6)
|
|
4.16
|
Two Hundred Thirty-Second Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)
|
|
4.17
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.16)(7)
|
|
4.18
|
Two Hundred Thirty-Third Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)
|
|
4.19
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.18)(7)
|
|
4.20
|
Two Hundred Thirty-Fourth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)
|
|
4.21
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.20)(7)
|
|
4.22
|
Two Hundred Thirty-Fifth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)
|
|
4.23
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.22)(7)
|
|
4.24
|
Two Hundred Thirty-Sixth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(7)
|
|
4.25
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.24)(7)
|
|
4.26
|
Two Hundred Thirty-Seventh Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)
|
|
4.27
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.26)(8)
|
|
4.28
|
Two Hundred Thirty-Eighth Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)
|
|
4.29
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.28)(8)
|
|
4.30
|
Two Hundred Thirty-Ninth Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)
|
|
4.31
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.30)(8)
|
|
4.32
|
Two Hundred Fortieth Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)
|
|
4.33
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.32)(8)
|
|
4.34
|
Two Hundred Forty-First Supplemental Indenture dated as of January 16, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(8)
|
|
4.35
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.34)(8)
|
|
4.36
|
Two Hundred Forty-Second Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)
|
|
4.37
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.36)(9)
|
|
4.38
|
Two Hundred Forty-Third Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)
|
|
4.39
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.38)(9)
|
|
4.40
|
Two Hundred Forty-Fourth Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)
|
|
4.41
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.40)(9)
|
|
4.42
|
Two Hundred Forty-Fifth Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)
|
|
4.43
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.42)(9)
|
|
4.44
|
Two Hundred Forty-Sixth Supplemental Indenture dated as of January 24, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(9)
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4.45
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.44)(9)
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|
4.46
|
Two Hundred Forty-Seventh Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(10)
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|
4.47
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.46)(10)
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|
4.48
|
Two Hundred Forty-Eighth Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(10)
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|
4.49
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.48)(10)
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|
4.50
|
Two Hundred Forty-Ninth Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(10)
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|
4.51
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.50)(10)
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|
4.52
|
Two Hundred Fiftieth Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(10)
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|
4.53
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.52)(10)
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|
4.54
|
Two Hundred Fifty-First Supplemental Indenture dated as of January 30, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(10)
|
|
4.55
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.54)(10)
|
|
4.56
|
Two Hundred Fifty-Second Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)
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|
4.57
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.56)(11)
|
|
4.58
|
Two Hundred Fifty-Third Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)
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|
4.59
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.58)(11)
|
|
4.60
|
Two Hundred Fifty-Fourth Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)
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|
4.61
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.60)(11)
|
|
4.62
|
Two Hundred Fifty-Fifth Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)
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|
4.63
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.62)(11)
|
|
4.64
|
Two Hundred Fifty-Sixth Supplemental Indenture dated as of February 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(11)
|
|
4.65
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.64)(11)
|
|
4.66
|
Two Hundred Fifty-Seventh Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)
|
|
4.67
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.66)(12)
|
|
4.68
|
Two Hundred Fifty-Eighth Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)
|
|
4.69
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.68)(12)
|
|
4.70
|
Two Hundred Fifty-Ninth Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)
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|
4.71
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.70)(12)
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|
4.72
|
Two Hundred Sixtieth Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)
|
|
4.73
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.72)(12)
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|
4.74
|
Two Hundred Sixty-First Supplemental Indenture dated as of February 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(12)
|
|
4.75
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.74)(12)
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|
4.76
|
Two Hundred Sixty-Seventh Supplemental Indenture dated as of February 19, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(13)
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|
4.77
|
Form of 4.75% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.76)(13)
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|
4.78
|
Two Hundred Sixty-Second Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)
|
|
4.79
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.78)(14)
|
|
4.80
|
Two Hundred Sixty-Third Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)
|
|
4.81
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.80)(14)
|
|
4.82
|
Two Hundred Sixty-Fourth Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)
|
|
4.83
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.82)(14)
|
|
4.84
|
Two Hundred Sixty-Fifth Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)
|
|
4.85
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.84)(14)
|
|
4.86
|
Two Hundred Sixty-Sixth Supplemental Indenture dated as of February 21, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(14)
|
|
4.87
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.86)(14)
|
|
4.88
|
Two Hundred Sixty-Eighth Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(15)
|
|
4.89
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.88)(15)
|
|
4.90
|
Two Hundred Sixty-Ninth Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(15)
|
|
4.91
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.90)(15)
|
|
4.92
|
Two Hundred Seventieth Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(15)
|
|
4.93
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.92)(15)
|
|
4.94
|
Two Hundred Seventy-First Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(15)
|
|
4.95
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.94)(15)
|
|
4.96
|
Two Hundred Seventy-Second Supplemental Indenture dated as of February 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(15)
|
|
4.97
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.96)(15)
|
|
4.98
|
Two Hundred Seventy-Third Supplemental Indenture dated as March 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(16)
|
|
4.99
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.98)(16)
|
|
4.100
|
Two Hundred Seventy-Fourth Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(16)
|
|
4.101
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.100)(16)
|
|
4.102
|
Two Hundred Seventy-Fifth Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(16)
|
|
4.103
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.102)(16)
|
|
4.104
|
Two Hundred Seventy-Sixth Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(16)
|
|
4.105
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.104)(16)
|
|
4.106
|
Two Hundred Seventy-Seventh Supplemental Indenture dated as of March 6, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(16)
|
|
4.107
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.106)(16)
|
|
4.108
|
Supplement No. 1 to the Two Hundred Sixty-Seventh Supplemental Indenture dated as of March 11, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(17)
|
|
4.109
|
Form of 4.75% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.108)(17)
|
|
4.110
|
Two Hundred Seventy-Eighth Supplemental Indenture dated as March 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(18)
|
|
4.111
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.110)(18)
|
|
4.112
|
Two Hundred Seventy-Ninth Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(18)
|
|
4.113
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.112)(18)
|
|
4.114
|
Two Hundred Eightieth Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(18)
|
|
4.115
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.114)(18)
|
|
4.116
|
Two Hundred Eighty-First Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(18)
|
|
4.117
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.116)(18)
|
|
4.118
|
Two Hundred Eighty-Second Supplemental Indenture dated as of March 13, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(18)
|
|
4.119
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.118)(18)
|
|
4.120
|
Two Hundred Eighty-Fourth Supplemental Indenture dated as March 20, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)
|
|
4.121
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.120)(19)
|
|
4.122
|
Two Hundred Eighty-Fifth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)
|
|
4.123
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.122)(19)
|
|
4.124
|
Two Hundred Eighty-Sixth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)
|
|
4.125
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.124)(19)
|
|
4.126
|
Two Hundred Eighty-Seventh Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)
|
|
4.127
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.126)(19)
|
|
4.128
|
Two Hundred Eighty-Eighth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(19)
|
|
4.129
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.128)(19)
|
|
4.130
|
Two Hundred Eighty-Ninth Supplemental Indenture dated as March 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)
|
|
4.131
|
Form of 3.750% Prospect Capital InterNote® due 2018 (included as part of Exhibit 4.130)(20)
|
|
4.132
|
Two Hundred Ninetieth Supplemental Indenture dated as of March 20, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)
|
|
4.133
|
Form of 4.750% Prospect Capital InterNote® due 2019 (included as part of Exhibit 4.132)(20)
|
|
4.134
|
Two Hundred Ninety-First Supplemental Indenture dated as of March 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)
|
|
4.135
|
Form of 5.250% Prospect Capital InterNote® due 2021 (included as part of Exhibit 4.134)(20)
|
|
4.136
|
Two Hundred Ninety-Second Supplemental Indenture dated as of March 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)
|
|
4.137
|
Form of 5.750% Prospect Capital InterNote® due 2026 (included as part of Exhibit 4.136)(20)
|
|
4.138
|
Two Hundred Ninety-Third Supplemental Indenture dated as of March 27, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(20)
|
|
4.139
|
Form of 6.250% Prospect Capital InterNote® due 2039 (included as part of Exhibit 4.138)(20)
|
|
11
|
Computation of Per Share Earnings (included in the notes to the financial statements contained in this report)
|
|
12
|
Computation of Ratios (included in the notes to the financial statements contained in this report)
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
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|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*
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|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
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|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
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*
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Filed herewith.
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|
(1)
|
Incorporated by reference from the Registrant's Form 8-K filed on July 30, 2012.
|
|
(2)
|
Incorporated by reference from the Registrant's Form 8-K filed on August 26, 2011.
|
|
(3)
|
Incorporated by reference from Post-Effective Amendment No. 1 to the Registrant’s Registration Statement, filed on March 1, 2012.
|
|
(4)
|
Incorporated by reference from Post-Effective Amendment No. 2 to the Registrant’s Registration Statement, filed on March 8, 2012.
|
|
(5)
|
Incorporated by reference from Post-Effective Amendment No. 3 to the Registrant’s Registration Statement, filed on March 14, 2012.
|
|
(6)
|
Incorporated by reference from Post-Effective Amendment No. 14 to the Registrant's Registration Statement, filed on January 3, 2014.
|
|
(7)
|
Incorporated by reference from Post-Effective Amendment No. 15 to the Registrant's Registration Statement, filed on January 9, 2014.
|
|
(8)
|
Incorporated by reference from Post-Effective Amendment No. 16 to the Registrant's Registration Statement , filed on January 16, 2014.
|
|
(9)
|
Incorporated by reference from Post-Effective Amendment No. 17 to the Registrant's Registration Statement, filed on January 24, 2014.
|
|
(10)
|
Incorporated by reference from Post-Effective Amendment No. 18 to the Registrant's Registration Statement, filed on January 30, 2014.
|
|
(11)
|
Incorporated by reference from Post-Effective Amendment No. 19 to the Registrant's Registration Statement, filed on February 6, 2014.
|
|
(12)
|
Incorporated by reference from Post-Effective Amendment No. 20 to the Registrant's Registration Statement, filed on February 13, 2014.
|
|
(13)
|
Incorporated by reference from Post-Effective Amendment No. 21 to the Registrant's Registration Statement, filed on February 19, 2014.
|
|
(14)
|
Incorporated by reference from Post-Effective Amendment No. 22 to the Registrant's Registration Statement, filed on February 21, 2014.
|
|
(15)
|
Incorporated by reference from Post-Effective Amendment No. 23 to the Registrant's Registration Statement, filed on February 27, 2014.
|
|
(16)
|
Incorporated by reference from Post-Effective Amendment No. 24 to the Registrant's Registration Statement, filed on March 6, 2014.
|
|
(17)
|
Incorporated by reference from Post-Effective Amendment No. 25 to the Registrant's Registration Statement, filed on March 11, 2014.
|
|
(18)
|
Incorporated by reference from Post-Effective Amendment No. 26 to the Registrant's Registration Statement, filed on March 13, 2014.
|
|
(19)
|
Incorporated by reference from Post-Effective Amendment No. 27 to the Registrant's Registration Statement, filed on March 20, 2014.
|
|
(20)
|
Incorporated by reference from Post-Effective Amendment No. 28 to the Registrant's Registration Statement, filed on March 27, 2014.
|
|
PROSPECT CAPITAL CORPORATION
|
|
|
|
|
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By:
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/s/ John F. Barry III
|
|
|
John F. Barry III
|
|
|
Chief Executive Officer and Chairman of the Board
|
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 |
|---|