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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Corporate Capital Trust, Inc.ex32-1.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Corporate Capital Trust, Inc.ex31-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Corporate Capital Trust, Inc.ex31-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2013
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number: 814-00827
 
Corporate Capital Trust, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
27-2857503
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

CNL Center at City Commons
 
450 South Orange Avenue
 
Orlando, Florida
32801
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code (866) 745-3797
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer
¨
 
Accelerated filer
¨
           
 
Non-accelerated filer
x
 
Smaller reporting company
¨
 
Do not check if smaller reporting company
     
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
The number of shares of common stock of the registrant outstanding as of August 9, 2013 was 114,436,327.
 
 
 


 
CORPORATE CAPITAL TRUST, INC.
 
INDEX
 
   
PAGE
PART I.    FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements:
 
     
 
2
     
 
3
     
 
4
     
 
5
     
 
6
     
 
23
     
44
     
61
     
63
     
 
     
63
     
63
     
63
     
63
     
63
     
63
     
63
     
 
64
     
 
65
 
 
 

 
 
Corporate Capital Trust, Inc. and Subsidiaries
 
 
  June 30, 2013     December 31, 2012  
Assets
               
Investments, at fair value (amortized cost of $1,177,747,620 and $704,629,567) – including $159,345,198 and $0 of investments pledged to creditors (Note 11)
  $ 1,183,018,263     $ 710,870,599  
Cash
          306,459  
Cash collateral on deposit with custodian
    107,948,112       87,974,019  
Dividends and interest receivable
    14,623,197       9,258,404  
Receivable for investments sold
    89,663,866       37,704,165  
Principal receivable
    1,514,613       462,407  
Unrealized appreciation on derivative instruments
    7,207,871       1,357,886  
Receivable from advisors
    934,534        
Deferred offering expense
    3,491,623       2,146,007  
Prepaid and deferred expenses
    1,517,290       244,130  
Total assets
    1,409,919,369       850,324,076  
Liabilities
Revolving credit facilities
  $ 169,440,000     $ 159,620,000  
Payable for investments purchased
    220,611,091       72,435,184  
Accrued performance-based incentive fees
    2,223,930       2,087,073  
Accrued investment advisory fees
    2,301,552       1,434,712  
Accrued reimbursement of expense support
    1,136,064       1,829,749  
Unrealized depreciation on derivative instruments
          155,568  
Accrued directors' fees
    32,680       10,436  
Other accrued expenses and liabilities
    2,152,089       1,267,540  
Total liabilities
    397,897,406       238,840,262  
Net Assets
Common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 103,452,253 and 62,728,439 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively
    103,452       62,728  
Paid-in capital in excess of par value
    1,012,554,315       607,351,000  
Distributions in excess of net investment income
    (13,104,460 )     (3,374,805 )
Accumulated net unrealized appreciation on investments, derivative instruments and foreign currency translation
    12,468,656       7,444,891  
Net assets
  $ 1,012,021,963     $ 611,483,814  
Net asset value per share
  $ 9.78     $ 9.75  
 
 
See notes to condensed consolidated financial statements.

 
2

 

Corporate Capital Trust, Inc. and Subsidiaries
 
   
For the three months ended
   
For the six months ended
 
    June 30, 2013     June 30, 2012     June 30, 2013     June 30, 2012  
Investment income
                               
Interest income
  $ 19,501,587     $ 6,249,211     $ 34,740,889     $ 9,623,339  
Fee income
    934,534             946,063        
Dividend income
    98,777       635       197,269       3,888  
Total investment income
    20,534,898       6,249,846       35,884,221       9,627,227  
Operating expenses
                               
Investment advisory fees
    6,490,803       1,621,659       11,351,469       2,515,819  
Interest expense
    1,538,269       513,635       2,855,328       833,764  
Offering expense
    1,553,084       83,822       2,646,680       83,822  
Administrative services
    477,417       264,869       900,366       434,001  
Professional services
    319,940       346,809       667,941       555,350  
Organization expenses
          368,477             896,218  
Performance-based incentive fees
    (4,068,430 )     (342,279 )     136,857       532,967  
Custodian and accounting fees
    126,362       28,277       214,485       68,754  
Director fees and expenses
    81,585       50,989       150,053       99,224  
Other
    449,325       197,089       855,481       318,446  
Total operating expenses
    6,968,355       3,133,347       19,778,660       6,338,365  
Reimbursement of expense support
          30,093       1,136,064       30,093  
Expense support
          (627,423 )           (1,590,221 )
Net expenses
    6,968,355       2,536,017       20,914,724       4,778,237  
Net investment income
    13,566,543       3,713,829       14,969,497       4,848,990  
Realized and unrealized gain (loss):
                               
Net realized gain on investments
    3,584,224       536,644       4,590,658       1,271,895  
Net realized gain on derivative instruments
    1,781,965             2,649,931        
Net realized gain (loss) on foreign currency transactions
    (408,278 )     49,171       (397,096 )     42,886  
Net change in unrealized appreciation (depreciation) on investments
    (14,474,132 )     (2,098,928 )     (970,389 )     1,523,521  
Net change in unrealized appreciation (depreciation) on derivative instruments
    (635,627 )           6,005,553        
Net change in unrealized depreciation on foreign currency translation
    (20,699 )     (125,017 )     (11,399 )     (135,665 )
Net realized and unrealized gain (loss)
    (10,172,547 )     (1,638,130 )     11,867,258       2,702,637  
Net increase in net assets resulting from operations
  $ 3,393,996     $ 2,075,699     $ 26,836,755     $ 7,551,627  
Net Investment Income Per Share
  $ 0.15     $ 0.17     $ 0.18     $ 0.29  
Diluted and Basic Earnings Per Share
  $ 0.04     $ 0.09     $ 0.33     $ 0.46  
Weighted Average Shares Outstanding
    92,302,446       22,102,008       81,887,209       16,525,646  
Dividends Declared Per Share
  $ 0.19     $ 0.19     $ 0.39     $ 0.38  
 
See notes to condensed consolidated financial statements.

 
3

 

Corporate Capital Trust, Inc. and Subsidiaries
 
   
For the six months ended
   
June 30, 2013
 
June 30, 2012
Operations
 
Net investment income
  $ 14,969,497     $ 4,848,990  
Net realized gain on investments, derivative instruments and foreign currency transactions
    6,843,493       1,314,781  
Net change in unrealized appreciation on investments, derivative instruments and foreign currency translation
    5,023,765       1,387,856  
Net increase in net assets resulting from operations
    26,836,755       7,551,627  
Distributions to shareholders from
 
Net investment income
    (14,969,497 )     (4,854,946 )
Realized gains
    (6,843,493 )     (1,239,538 )
Distributions in excess of net investment income (see Note 8)
    (9,729,655 )      
Net decrease in net assets resulting from shareholders distributions
    (31,542,645 )     (6,094,484 )
Capital share transactions
 
Issuance of shares of common stock
    390,878,592       214,058,425  
Reinvestment of shareholders distributions
    15,865,179       3,348,013  
Repurchase of shares of common stock
    (1,499,732 )      
Net increase in net assets resulting from capital share transactions
    405,244,039       217,406,438  
Total increase in net assets
    400,538,149       218,863,581  
Net assets at beginning of period
    611,483,814       65,162,729  
Net assets at end of period
  $ 1,012,021,963     $ 284,026,310  
Capital share activity
 
Shares issued from subscriptions
    39,284,016       22,043,951  
Shares issued from reinvestment of distributions
    1,592,660       344,681  
Shares repurchased
    (152,862 )      
Net increase in shares outstanding
    40,723,814       22,388,632  
                 
Distributions in excess of net investment income at end of period
  $ (13,104,460 )   $  
 
See notes to condensed consolidated financial statements.

 
4

 

Corporate Capital Trust, Inc. and Subsidiaries
 
    For the six months ended  
   
June 30, 2013
   
June 30, 2012
 
Operating Activities:
               
Net increase in net assets resulting from operations
  $ 26,836,755     $ 7,551,627  
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: 
               
Purchases of investments
    (785,208,326 )     (344,500,850 )
Increase in payable for investments purchased
    148,192,053       37,697,605  
Paid-in-kind interest
    (584,802 )      
Proceeds from sales of investments
    288,501,782       38,806,238  
Proceeds from principal payments
    59,695,638       9,401,188  
Net realized gain on investments
    (4,590,658 )     (1,271,895 )
Net change in unrealized depreciation (appreciation) on investments
    970,389       (1,523,521 )
Net change in unrealized appreciation on derivative instruments
    (6,005,553 )      
Net change in unrealized appreciation on foreign currency translation
    11,399       135,665  
Amortization of premium/discount - net
    (239,824 )     (119,510 )
Amortization of deferred financing cost
    364,124       35,276  
Increase in short-term investments, net
    (30,691,864 )     (2,997,951 )
Increase in cash collateral on deposit with custodian
    (19,974,093 )      
Increase in dividend and interest receivable
    (5,392,214 )     (4,370,178 )
Increase in receivable for investments sold
    (51,959,701 )     (2,877,307 )
Increase in principal receivable
    (1,052,206 )     (508,986 )
Decrease (increase) in receivable from advisors
    (934,534 )     290,619  
Increase in other assets
    (1,464,979 )     (730,792 )
Increase in accrued investment advisory fees
    866,840       512,912  
Increase in accrued performance-based incentive fees
    136,857       356,120  
Increase in accrued directors' fees
    22,244        
Increase in other accrued expenses and liabilities
    55,834       680,532  
Net cash used in operating activities
    (382,444,839 )     (263,433,208 )
                 
Financing Activities:
               
Proceeds from issuance of shares of common stock
    390,878,592       214,058,425  
Payment on repurchase of shares of common stock
    (1,499,732 )      
Distributions paid
    (15,677,466 )     (3,145,108 )
Borrowings under credit facilities
    159,820,000       52,600,000  
Repayments of credit facilities
    (150,000,000 )      
Deferred financing costs paid
    (1,382,891 )      
Net cash provided by financing activities
    382,138,503       263,513,317  
Effect of exchange rate changes on cash
    (123 )     1,427  
Net increase (decrease) in cash
    (306,459 )     81,536  
Cash and cash denominated in foreign currency, beginning of period
    306,459        
Cash and cash denominated in foreign currency, end of period
  $     $ 81,536  
                 
Supplemental disclosure of cash flow information and non-cash financing activities:
               
Cash paid for interest
  $ 2,498,714     $ 561,644  
Dividend distributions reinvested
  $ 15,865,179     $ 3,348,013  
Deferred financing costs accrued in other accrued expenses and liabilities
  $ 135,030     $  
 
See notes to condensed consolidated financial statements.
 
 
5

 
 
Corporate Capital Trust, Inc. and Subsidiary
As of June 30, 2013
 
 Company (a)
 
 Industry
 
 Investments
 
Interest Rate
  EURIBOR/ LIBOR Floor
 
Maturity Date
    No. Shares/ Principal Amount (b)      Cost (c)   Fair Value  
% of Net Assets
 Non-Control/Non-Affiliate Investments(d)—112.6%                                
Air Distribution Technologies, Inc.
 
Capital Goods
 
Senior Debt(e)
 
L + 800
 
1.25%
 
5/11/2020
 
$
3,454,401
 
$
3,405,822
 
$
3,566,669
 
0.4%
Algeco/Scotsman Holdings S.A.R.L.(LU)(f)
 
Consumer Durables & Apparel
 
Subordinated Debt(g)
 
15.75% PIK
 
 
 
5/1/2018
 
 
24,489,185
 
 
24,251,821
 
 
24,917,746
 
2.5%
Allen Systems Group, Inc.
 
Software & Services
 
Senior Debt(h)(i)
 
10.50%
 
 
 
11/15/2016
 
 
106,000
 
 
69,393
 
 
68,900
 
0.0%
Altisource Solutions (LU)(f)
 
Real Estate
 
Senior Debt(e)(g)
 
L + 450
 
1.25%
 
11/27/2019
 
 
17,621,432
 
 
17,602,090
 
 
17,731,566
 
1.8%
American Builders & Contractors Supply Co, Inc.
 
Capital Goods
 
Subordinated Debt(h)(i)
 
5.63%
 
 
 
4/15/2021
 
 
5,114,000
 
 
5,114,000
 
 
5,024,505
 
0.5%
American Gaming Systems, LLC
 
Consumer Services
 
Senior Debt(e)(j)
 
L + 1000
 
1.50%
 
8/15/2016
 
 
21,782,648
 
 
21,326,692
 
 
21,782,648
 
2.1%
American Rock Salt Co., LLC
 
Materials
 
Senior Debt(e)
 
L + 425
 
1.25%
 
4/25/2017
 
 
8,442,513
 
 
8,141,550
 
 
8,440,402
 
0.8%
 
 
 
 
Senior Debt(h)(i)
 
8.25%
 
 
 
5/1/2018
 
 
9,690,000
 
 
9,002,957
 
 
9,205,500
 
0.9%
 
 
       
 
                 
17,144,507
 
 
17,645,902
 
1.7%
Applied Systems, Inc.
 
Software & Services
 
Senior Debt(e)(k)
 
L + 725
 
1.00%
 
6/8/2017
 
 
1,216,771
 
 
1,233,501
 
 
1,226,663
 
0.1%
Arysta Lifescience SPC, LLC
 
Food, Beverage & Tobacco
 
Senior Debt(e)(g)(k)
 
L + 700
 
1.25%
 
11/30/2020
 
 
16,305,199
 
 
16,142,147
 
 
16,101,384
 
1.6%
Aspen Dental Management, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)
 
L + 550
 
1.50%
 
10/6/2016
 
 
6,069,958
 
 
6,014,059
 
 
5,849,922
 
0.6%
Audatex North America, Inc.
 
Software & Services
 
Subordinated Debt
 
L + 300
 
 
 
5/16/2017
 
 
8,154,000
 
 
8,154,000
 
 
8,133,615
 
0.8%
Avaya Inc.
 
Technology Hardware & Equipment
 
Senior Debt(e)
 
L + 675
 
1.25%
 
3/31/2018
 
 
31,768,977
 
 
31,609,539
 
 
29,871,416
 
3.0%
 
 
 
 
Senior Debt(e)(h)
 
7.00%
 
 
 
4/1/2019
 
 
11,036,000
 
 
10,260,910
 
 
9,959,990
 
1.0%
 
 
 
 
Subordinated Debt(e)(h)
 
9.00%
 
 
 
4/1/2019
 
 
7,048,000
 
 
7,033,697
 
 
6,766,080
 
0.7%
 
 
       
 
                 
48,904,146
 
 
46,597,486
 
4.7%
Block Communications, Inc.
 
Media
 
Subordinated Debt(e)(h)
 
7.25%
 
 
 
2/1/2020
 
 
589,000
 
 
627,963
 
 
618,450
 
0.1%
Brake Bros Ltd.(UK)(f)
 
Food, Beverage & Tobacco
 
Senior Debt(g)(GBP)
 
3% PIK, L+325
 
 
 
3/12/2017
 
£
8,561,450
 
 
11,723,548
 
 
11,567,484
 
1.1%
Caraustar Industries, Inc.
 
Materials
 
Senior Debt(e)
 
L + 625
 
1.25%
 
5/1/2019
 
$
3,719,593
 
 
3,692,371
 
 
3,752,140
 
0.4%
Catalina Marketing Corp.
 
Media
 
Senior Debt(e)
 
L + 550
 
 
 
9/29/2017
 
 
8,728,354
 
 
8,758,402
 
 
8,793,816
 
0.9%
 
 
 
 
Subordinated Debt(h)(i)
 
10.50%
 
 
 
10/1/2015
 
 
27,154,000
 
 
27,309,467
 
 
27,493,425
 
2.7%
 
 
       
 
                 
36,067,869
 
 
36,287,241
 
3.6%
 
See notes to condensed consolidated financial statements.
 
 
6

 
 
Corporate Capital Trust, Inc. and Subsidiary
Condensed Consolidated Schedule of Investments (unaudited) (continued)
As of June 30, 2013
 
 Company (a)
 
 Industry
 
 Investments
 
Interest Rate
  EURIBOR/ LIBOR Floor
 
Maturity Date
  No. Shares/ Principal Amount (b)
 
Cost (c)      Fair Value  
% of Net Assets
CDW Corp.
 
Technology Hardware & Equipment
 
Subordinated Debt(e)
 
12.54%
 
 
 
10/12/2017
 
$
11,610,000
 
 $
12,352,091
 
 $
12,248,550
 
1.2%
Cedar Bay Generating Co., LP
 
Utilities
 
Senior Debt(e)(g)
 
L + 500
 
1.25%
 
4/23/2020
 
 
6,411,094
 
 
6,348,115
 
 
6,427,121
 
0.6%
Cemex Espana S.A. (ES)(f)
 
Materials
 
Senior Debt(g)(EUR)
 
E + 450
 
 
 
2/14/2017
 
928,806
 
 
1,114,972
 
 
1,194,871
 
0.1%
Cemex Materials, LLC
 
Materials
 
Subordinated Debt(e)(h)
 
7.70%
 
 
 
7/21/2025
 
$
23,312,000
 
 
22,932,819
 
 
22,379,520
 
2.2%
Cemex S.A.B. de C.V. (MX)(f)
 
Materials
 
Senior Debt(g)
 
L + 450
 
 
 
2/14/2017
 
 
3,441,100
 
 
3,192,435
 
 
3,380,880
 
0.3%
Cengage Learning Acquisitions, Inc.
 
Media
 
Senior Debt(e)(k)(o)
 
L + 550
 
 
 
7/5/2017
 
 
2,700,837
 
 
2,021,298
 
 
2,000,861
 
0.2%
 
 
 
 
Senior Debt(e)(h)(o)
 
11.50%
 
 
 
4/15/2020
 
 
12,154,000
 
 
12,399,696
 
 
8,933,190
 
0.9%
 
 
       
 
                 
14,420,994
 
 
10,934,051
 
1.1%
Ceridian Corp.
 
Commercial & Professional Services
 
Senior Debt(e)
 
L + 575
 
 
 
5/9/2017
 
 
5,320,620
 
 
5,298,269
 
 
5,351,373
 
0.5%
 
 
 
 
Senior Debt(h)(i)
 
8.88%
 
 
 
7/15/2019
 
 
2,123,000
 
 
2,123,000
 
 
2,359,184
 
0.2%
 
 
 
 
Subordinated Debt(h)(i)
 
11.00%
 
 
 
3/15/2021
 
 
16,201,000
 
 
17,640,088
 
 
17,902,105
 
1.8%
 
 
       
 
                 
25,061,357
 
 
25,612,662
 
2.5%
CHG Companies, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)(k)
 
L + 775
 
1.25%
 
11/19/2020
 
 
11,763,681
 
 
11,610,616
 
 
11,959,722
 
1.2%
Commscope, Inc.
 
Technology Hardware & Equipment
 
Subordinated Debt(h)(i)
 
8.25%
 
 
 
1/15/2019
 
 
11,786,000
 
 
12,812,969
 
 
12,581,555
 
1.2%
CompuCom Systems, Inc.
 
Software & Services
 
Subordinated Debt(h)
 
7.00%
 
 
 
5/1/2021
 
 
9,847,000
 
 
9,551,719
 
 
9,551,590
 
0.9%
CRC Health Corp.
 
Health Care Equipment & Services
 
Senior Debt(e)
 
L + 450
 
 
 
11/16/2015
 
 
1,184,319
 
 
1,138,768
 
 
1,187,280
 
0.1%
 
 
 
 
Subordinated Debt(i)
 
10.75%
 
 
 
2/1/2016
 
 
6,500,000
 
 
6,534,328
 
 
6,605,625
 
0.7%
 
 
       
 
                 
7,673,096
 
 
7,792,905
 
0.8%
CSM Bakery Products (NL)(f)
 
Food, Beverage & Tobacco
 
Senior Debt(e)(g)(k)
 
L + 750
 
1.00%
 
5/23/2021
 
 
495,838
 
 
502,036
 
 
502,036
 
0.1%
CTI Foods Holding Co., LLC
 
Food, Beverage & Tobacco
 
Senior Debt(e)(k)
 
L + 725
 
1.00%
 
5/9/2021
 
 
23,219,000
 
 
22,870,715
 
 
23,219,000
 
2.3%
Cunningham Lindsey U.S., Inc.
 
Insurance
 
Senior Debt(e)
 
L + 800
 
1.25%
 
6/10/2020
 
 
5,178,315
 
 
5,129,363
 
 
5,255,989
 
0.5%
Data Device Corp.
 
Capital Goods
 
Senior Debt(e)
 
L + 600
 
1.50%
 
7/11/2018
 
 
7,856,002
 
 
7,716,029
 
 
7,816,722
 
0.8%
 
 
 
 
Senior Debt(j)
 
L + 1000
 
1.50%
 
7/11/2019
 
 
8,000,000
 
 
7,855,343
 
 
7,560,000
 
0.7%
 
 
       
 
                 
15,571,372
 
 
15,376,722
 
1.5%
DJO Finance, LLC
 
Health Care Equipment & Services
 
Senior Debt(e)
 
8.75%
 
 
 
3/15/2018
 
 
10,863,000
 
 
11,576,302
 
 
11,732,040
 
1.2%
Eagle Midco, Inc.
 
Software & Services
 
Subordinated Debt(e)(h)
 
9.00% PIK
 
 
 
6/15/2018
 
 
39,815,000
 
 
38,982,909
 
 
38,810,385
 
3.8%
 
See notes to condensed consolidated financial statements.
 
 
7

 
 
Corporate Capital Trust, Inc. and Subsidiary
Condensed Consolidated Schedule of Investments (unaudited) (continued)
As of June 30, 2013
 
 Company (a)
 
 Industry
 
 Investments
 
Interest Rate
 
EURIBOR/ LIBOR Floor
 
Maturity Date
   No. Shares/ Principal Amount (b)    Cost (c)   Fair Value  
% of Net Assets
Easton-Bell Sports, Inc.
 
Consumer Durables & Apparel
 
Senior Debt(e)(j)
 
11.50% PIK
 
 
 
12/31/2015
 
$
14,979,711
 
 $
14,979,711
 
 $
14,979,711
 
1.5%
Education Management, LLC
 
Consumer Services
 
Senior Debt(e)(g)
 
L + 700
 
1.25%
 
3/30/2018
 
 
7,039,700
 
 
6,867,521
 
 
6,476,524
 
0.6%
 
 
 
 
Subordinated Debt(e)(g)(h)
 
15.00%
 
 
 
7/1/2018
 
 
1,298,877
 
 
1,311,869
 
 
1,347,585
 
0.1%
 
 
       
 
                 
8,179,390
 
 
7,824,109
 
0.7%
Eze Software Group
 
Software & Services
 
Senior Debt(e)(k)
 
L + 750
 
1.25%
 
4/5/2021
 
 
12,961,704
 
 
12,919,004
 
 
13,134,484
 
1.3%
Flagstone Foods Holding Corp.
 
Food & Staples Retailing
 
Senior Debt(j)
 
L + 575
 
1.25%
 
4/15/2018
 
 
20,203,649
 
 
20,004,727
 
 
20,203,649
 
2.0%
Gastar Exploration USA, Inc.
 
Energy
 
Senior Debt(e)(g)(h)
 
8.63%
 
 
 
5/15/2018
 
 
1,630,000
 
 
1,630,000
 
 
1,564,800
 
0.2%
GCI, Inc.
 
Telecommunication Services
 
Subordinated Debt(i)
 
6.75%
 
 
 
6/1/2021
 
 
5,532,000
 
 
5,301,809
 
 
5,172,420
 
0.5%
 
 
 
 
Subordinated Debt(i)
 
8.63%
 
 
 
11/15/2019
 
 
8,575,000
 
 
9,072,519
 
 
8,789,375
 
0.9%
 
 
       
 
                 
14,374,328
 
 
13,961,795
 
1.4%
Genesys Telecommunications Laboratories, Inc.
 
Software & Services
 
Common Stock(j)*
 
 
 
 
 
 
 
 
448,908
 
 
448,908
 
 
623,982
 
0.1%
 
 
 
 
Subordinated Debt(j)(EUR)
 
12.50%
 
 
 
1/31/2020
 
2,044,000
 
 
2,633,747
 
 
2,753,692
 
0.3%
 
 
       
 
                 
3,082,655
 
 
3,377,674
 
0.4%
Good Sam Enterprises, LLC
 
Media
 
Senior Debt(e)
 
11.50%
 
 
 
12/1/2016
 
$
12,699,000
 
 
13,089,354
 
 
13,524,435
 
1.3%
Guitar Center, Inc.
 
Retailing
 
Senior Debt(e)(k)
 
L + 600
 
 
 
4/9/2017
 
 
23,824,298
 
 
23,267,372
 
 
23,670,394
 
2.3%
Gymboree Corp.
 
Retailing
 
Senior Debt(e)
 
L + 350
 
1.50%
 
2/23/2018
 
 
12,926,375
 
 
12,560,249
 
 
12,486,038
 
1.2%
 
 
 
 
Subordinated Debt(e)
 
9.13%
 
 
 
12/1/2018
 
 
12,818,000
 
 
12,177,443
 
 
12,048,920
 
1.2%
 
 
       
 
                 
24,737,692
 
 
24,534,958
 
2.4%
Hot Topic, Inc.
 
Consumer Durables & Apparel
 
Senior Debt(e)(h)
 
9.25%
 
 
 
6/15/2021
 
 
5,066,000
 
 
5,019,522
 
 
5,129,325
 
0.5%
HUB International, Ltd.
 
Insurance
 
Subordinated Debt(h)(i)
 
8.13%
 
 
 
10/15/2018
 
 
16,708,000
 
 
16,768,068
 
 
17,376,320
 
1.7%
Infor (US), Inc.
 
Software & Services
 
Subordinated Debt(i)
 
9.38%
 
 
 
4/1/2019
 
 
1,241,000
 
 
1,404,953
 
 
1,344,934
 
0.1%
 
 
 
 
Subordinated Debt(e)
 
11.50%
 
 
 
7/15/2018
 
 
4,549,000
 
 
4,938,055
 
 
5,151,743
 
0.5%
 
 
       
 
                 
6,343,008
 
 
6,496,677
 
0.6%
Integra Telecom Holdings, Inc.
 
Telecommunication Services
 
Senior Debt(e)
 
L + 850
 
1.25%
 
2/19/2020
 
 
3,963,823
 
 
4,062,829
   
4,074,948
 
0.4%
Internet Brands, Inc.
 
Media
 
Senior Debt(e)
 
L + 500
 
1.25%
 
3/18/2019
 
 
38,860,781
 
 
36,842,218
   
39,018,750
 
3.9%
 
See notes to condensed consolidated financial statements.
 
 
8

 
 
Corporate Capital Trust, Inc. and Subsidiary
Condensed Consolidated Schedule of Investments (unaudited) (continued)
As of June 30, 2013
 
 Company (a)
 
 Industry
 
 Investments
 
Interest Rate
 
EURIBOR/ LIBOR Floor
 
Maturity Date
  No. Shares/ Principal Amount (b)   Cost (c)   Fair Value  
% of Net Assets
iPayment, Inc.
 
Software & Services
 
Senior Debt(e)
 
L + 425
 
1.50%
 
5/8/2017
 
$
1,883,342
 
$
1,866,532
 
$
1,866,081
 
0.2%
 
 
 
 
Subordinated Debt(e)
 
10.25%
 
 
 
5/15/2018
 
 
4,100,000
 
 
3,887,348
 
 
3,362,000
 
0.3%
 
 
       
 
                 
5,753,880
 
 
5,228,081
 
0.5%
IPC Systems, Inc.
 
Technology Hardware & Equipment
 
Senior Debt(e)
 
L + 650
 
1.25%
 
7/31/2017
 
 
487,330
 
 
475,475
 
 
470,273
 
0.0%
 
 
 
 
Senior Debt(e)
 
L + 650
 
1.25%
 
7/31/2017
 
 
6,403,771
 
 
6,290,085
 
 
6,179,639
 
0.6%
 
 
       
 
                 
6,765,560
 
 
6,649,912
 
0.6%
J. Crew Group, Inc.
 
Retailing
 
Subordinated Debt(i)
 
8.13%
 
 
 
3/1/2019
 
 
749,000
 
 
706,130
 
 
786,450
 
0.1%
J. Jill
 
Retailing
 
Senior Debt(e)(j)
 
L + 850
 
1.50%
 
4/29/2017
 
 
8,800,474
 
 
8,800,474
 
 
8,800,474
 
0.9%
Jeld-Wen, Inc.
 
Capital Goods
 
Senior Debt(e)(h)
 
12.25%
 
 
 
10/15/2017
 
 
15,829,000
 
 
18,082,619
 
 
18,045,060
 
1.8%
Kerling PLC (UK)(f)
 
Materials
 
Senior Debt(g)(h)(EUR)
 
10.63%
 
 
 
2/1/2017
 
5,353,000
 
 
6,631,023
 
 
7,263,858
 
0.7%
KeyPoint Government Solutions, Inc.
 
Capital Goods
 
Senior Debt(e)(j)
 
L + 600
 
1.25%
 
11/13/2017
 
$
34,125,000
 
 
33,496,584
 
 
33,783,750
 
3.3%
Lightower Fiber, LLC
 
Telecommunication Services
 
Senior Debt(e)
 
L + 675
 
1.25%
 
4/12/2021
 
 
3,380,541
 
 
3,347,321
 
 
3,397,444
 
0.3%
Maxim Crane L.P. (UK)
 
Capital Goods
 
Senior Debt(e)(h)
 
12.25%
 
 
 
4/15/2015
 
 
1,994,000
 
 
2,090,807
 
 
2,093,700
 
0.2%
Misys Ltd. (UK)(f)
 
Software & Services
 
Senior Debt(e)(g)
 
L + 600
 
1.25%
 
12/12/2018
 
 
1,960,198
 
 
1,938,343
 
 
1,982,250
 
0.2%
Mitel US Holdings, Inc.
 
Technology Hardware & Equipment
 
Senior Debt(e)(g)
 
L + 575
 
1.25%
 
2/27/2019
 
 
234,275
 
 
238,275
 
 
234,861
 
0.0%
Monarch (LU)(f)
 
Materials
 
Senior Debt(e)(g)
 
L + 700
 
1.25%
 
4/3/2020
 
 
5,416,388
 
 
5,390,158
 
 
5,443,470
 
0.5%
New Enterprise Stone & Lime Co., Inc.
 
Capital Goods
 
Senior Debt(h)(i)
 
4% cash,
9% PIK
 
 
 
3/15/2018
 
 
9,684,109
 
 
9,780,284
 
 
10,604,099
 
1.0%
NewWave Communications, Inc.
 
Media
 
Senior Debt(e)(k)
 
L + 400
 
1.00%
 
4/30/2020
 
 
6,843,115
 
 
6,814,147
 
 
6,877,331
 
0.7%
 
 
 
 
Senior Debt(e)(k)
 
L + 800
 
1.00%
 
10/30/2020
 
 
7,601,394
 
 
7,525,380
 
 
7,715,415
 
0.8%
 
 
       
 
                 
14,339,527
 
 
14,592,746
 
1.5%
North American Breweries Holdings, LLC
 
Food, Beverage & Tobacco
 
Senior Debt(e)
 
L + 625
 
1.25%
 
12/11/2018
 
 
4,944,363
 
 
4,851,455
 
 
4,962,904
 
0.5%
Nuveen Investments, Inc.
 
Diversified Financials
 
Senior Debt(e)(g)
 
L + 525
 
1.25%
 
2/28/2019
 
 
6,967,420
 
 
7,066,675
 
 
6,900,638
 
0.7%
 
 
 
 
Subordinated Debt(e)(g)
 
5.50%
 
 
 
9/15/2015
 
 
673,000
 
 
646,226
 
 
656,175
 
0.1%
 
 
 
 
Subordinated Debt(e)(g)(h)
 
9.13%
 
 
 
10/15/2017
 
 
3,382,000
 
 
3,377,808
 
 
3,390,455
 
0.3%
 
 
       
 
                 
11,090,709
 
 
10,947,268
 
1.1%
 
See notes to condensed consolidated financial statements.
 
 
9

 
 
Corporate Capital Trust, Inc. and Subsidiary
Condensed Consolidated Schedule of Investments (unaudited) (continued)
As of June 30, 2013
 
 Company (a)
 
 Industry
 
 Investments
 
Interest Rate
  EURIBOR/ LIBOR Floor
 
Maturity Date
  No. Shares/ Principal Amount (b)   Cost (c)   Fair Value  
% of Net Assets
OpenLink International, Inc.
 
Software & Services
 
Senior Debt(e)
 
L + 625
 
1.50%
 
10/30/2017
 
$
46,268
 
$
46,590
 
$
46,326
 
0.0%
Oxea S.A.R.L.(LU)(f)
 
Materials
 
Senior Debt(e)(g)(k)
 
L + 725
 
1.00%
 
6/5/2020
 
 
2,799,007
 
 
2,785,012
 
 
2,799,007
 
0.3%
Packaging Coordinators, Inc.
 
Materials
 
Senior Debt(j)
 
L + 825
 
 
 
10/31/2020
 
 
11,826,714
 
 
11,710,578
 
 
11,826,714
 
1.2%
Polyconcept Investments BV (NL) (f)
 
Consumer Durables & Apparel
 
Senior Debt(g)(j)
 
L + 875
 
1.25%
 
6/1/2020
 
 
46,726,678
 
 
46,726,678
 
 
46,726,678
 
4.6%
RedPrairie Corp.
 
Software & Services
 
Senior Debt(e)
 
L + 550
 
1.25%
 
12/21/2018
 
 
7,787,270
 
 
7,638,050
 
 
7,835,941
 
0.8%
 
 
 
 
Senior Debt(e)
 
L + 1000
 
1.25%
 
12/21/2019
 
 
15,149,821
 
 
15,167,172
 
 
15,699,002
 
1.6%
 
 
       
 
                 
22,805,222
 
 
23,534,943
 
2.4%
Reynolds Group Holdings, Inc.
 
Materials
 
Senior Debt(i)
 
5.75%
 
 
 
10/15/2020
 
 
533,000
 
 
533,000
 
 
536,998
 
0.1%
Roundy's Supermarkets, Inc.
 
Food & Staples Retailing
 
Senior Debt(e)(g)
 
L + 450
 
1.25%
 
2/13/2019
 
 
4,441,572
 
 
4,417,931
 
 
4,341,637
 
0.4%
Ryerson, Inc.
 
Materials
 
Senior Debt(e)(h)
 
9.00%
 
 
 
10/15/2017
 
 
5,814,000
 
 
5,814,000
 
 
5,901,210
 
0.6%
Sabine Oil & Gas, LLC
 
Energy
 
Senior Debt(e)(g)
 
L + 750
 
1.25%
 
12/31/2018
 
 
14,526,840
 
 
14,394,503
 
 
14,526,840
 
1.4%
Sabre, Inc.
 
Transportation
 
Senior Debt(h)(i)
 
8.50%
 
 
 
5/15/2019
 
 
13,369,000
 
 
13,992,390
 
 
14,237,985
 
1.4%
SandRidge Energy, Inc.
 
Energy
 
Subordinated Debt(g)
 
7.50%
 
 
 
3/15/2021
 
 
11,233,000
 
 
10,529,098
 
 
10,727,515
 
1.1%
Sanmina Corp.
 
Technology Hardware & Equipment
 
Subordinated Debt(g)(h)(i)
 
7.00%
 
 
 
5/15/2019
 
 
7,879,000
 
 
7,868,404
 
 
8,115,370
 
0.8%
Schaeffler AG (DE)(f)
 
Automobiles & Components
 
Senior Debt(g)(h)(i)
 
8.50%
 
 
 
2/15/2019
 
 
5,000
 
 
5,351
 
 
5,575
 
0.0%
Securitas Direct AB (SE)(f)
 
Commercial & Professional Services
 
Senior Debt(g)(h)(EUR)
 
8.75%
 
 
 
9/1/2018
 
397,000
 
 
486,594
 
 
555,511
 
0.1%
Sedgwick Claims Management Services Holdings, Inc.
 
Insurance
 
Senior Debt(e)
 
L + 300
 
1.00%
 
12/31/2016
 
$
112,343
 
 
108,174
 
 
112,670
 
0.0%
 
 
 
 
Senior Debt(e)(k)
 
L + 700
 
1.00%
 
12/15/2018
 
 
40,973,204
 
 
40,768,338
 
 
41,357,328
 
4.1%
 
 
       
 
                 
40,876,512
 
 
41,469,998
 
4.1%
Sheridan Holdings, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)(k)
 
L + 775
 
1.25%
 
7/1/2019
 
 
677,404
 
 
692,645
 
 
685,871
 
0.1%
Sinclair Television Group, Inc.
 
Media
 
Subordinated Debt
 
5.38%
 
 
 
4/1/2021
 
 
5,182,000
 
 
5,182,000
 
 
4,974,720
 
0.5%
SkillSoft Corp.
 
Software & Services
 
Subordinated Debt(i)
 
11.13%
 
 
 
6/1/2018
 
 
1,369,000
 
 
1,438,672
 
 
1,500,766
 
0.1%
Smile Brands Group, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)
 
L + 525
 
1.75%
 
12/21/2017
 
 
3,774,023
 
 
3,786,619
 
 
3,707,996
 
0.4%
Sonic Automotive, Inc.
 
Retailing
 
Subordinated Debt(g)(h)(i)
 
5.00%
 
 
 
5/15/2023
 
 
493,000
 
 
493,000
 
 
478,210
 
0.0%
 
See notes to condensed consolidated financial statements.
 
 
10

 
 
Corporate Capital Trust, Inc. and Subsidiary
Condensed Consolidated Schedule of Investments (unaudited) (continued)
As of June 30, 2013
 
Company (a)
 
 Industry
 
 Investments
 
 
Interest Rate
 
EURIBOR/ LIBOR Floor
 
 
Maturity Date
 
No. Shares/ Principal Amount (b)
 
Cost (c)   Fair Value  
% of Net Assets
Standard Chartered Bank (SG)(f)
 
Banks
 
Subordinated Debt(g)(h)(j)(l)
 
L + 1600
 
 
 
4/1/2014
 
$
3,310,000
 
$
3,330,075
 
$
3,392,419
 
0.3%
StoneRiver Holdings, Inc.
 
Insurance
 
Senior Debt(e)(k)
 
L + 725
 
1.25%
 
5/30/2020
 
 
24,097,643
 
 
23,977,155
 
 
24,007,277
 
2.4%
Summit Materials, LLC
 
Materials
 
Subordinated Debt(h)(i)
 
10.50%
 
 
 
1/31/2020
 
 
462,000
 
 
521,603
 
 
494,340
 
0.1%
The TelX Group, Inc.
 
Telecommunication Services
 
Senior Debt(e)
 
L + 500
 
1.25%
 
9/25/2017
 
 
5,511,761
 
 
5,529,502
 
 
5,522,096
 
0.5%
 
 
 
 
Subordinated Debt(h)(j)(k)
 
12.00%
 
 
 
9/26/2019
 
 
5,435,478
 
 
5,938,259
 
 
5,668,116
 
0.6%
 
 
       
 
                 
11,467,761
 
 
11,190,212
 
1.1%
Towergate Finance PLC (UK)(f)
 
Insurance
 
Subordinated Debt(g)(h)(GBP)
 
10.50%
 
 
 
2/15/2019
 
£
14,608,000
 
 
23,428,010
 
 
22,662,392
 
2.2%
Travelport, LLC
 
Software & Services
 
Senior Debt(e)(k)
 
L + 450
 
1.25%
 
6/21/2019
 
$
6,696,112
 
 
6,595,670
 
 
6,637,521
 
0.7%
 
 
 
 
Senior Debt(e)
 
L + 800
 
1.50%
 
1/31/2016
 
 
18,868,125
 
 
18,479,284
 
 
19,386,998
 
1.9%
 
 
       
 
                 
25,074,954
 
 
26,024,519
 
2.6%
Virgin Media, Inc.
 
Media
 
Subordinated Debt(g)(h)(i)
 
6.38%
 
 
 
4/15/2023
 
 
4,000
 
 
4,000
 
 
4,030
 
0.0%
VWR Funding, Inc.
 
Pharmaceuticals, Biotechnology & Life Sciences
 
Subordinated Debt(i)
 
7.25%
 
 
 
9/15/2017
 
 
5,349,000
 
 
5,349,000
 
 
5,536,215
 
0.5%
Wastequip, LLC
 
Materials
 
Senior Debt(e)
 
L + 675
 
1.50%
 
12/15/2017
 
 
11,171,569
 
 
10,935,789
 
 
11,339,142
 
1.1%
Websense, Inc.
 
Technology Hardware & Equipment
 
Senior Debt(e)(k)
 
L + 750
 
1.00%
 
11/19/2020
 
 
32,018,197
 
 
31,858,106
 
 
32,058,220
 
3.2%
West Corp.
 
Software & Services
 
Subordinated Debt(e)(g)
 
7.88%
 
 
 
1/15/2019
 
 
1,575,000
 
 
1,561,035
 
 
1,638,000
 
0.2%
Wilton Brands, LLC
 
Materials
 
Senior Debt(e)
 
L + 625
 
1.25%
 
8/30/2018
 
 
12,498,974
 
 
12,279,221
 
 
12,555,219
 
1.2%
Zayo Group, LLC
 
Telecommunication Services
 
Senior Debt(i)
 
8.13%
 
 
 
1/1/2020
 
 
2,260,000
 
 
2,392,862
 
 
2,452,100
 
0.2%
 
 
 
 
Subordinated Debt(i)
 
10.13%
 
 
 
7/1/2020
 
 
5,000,000
 
 
5,308,382
 
 
5,550,000
 
0.6%
 
 
       
 
                 
7,701,244
 
 
8,002,100
 
0.8%
Total Non-Control/Non-Affiliate Investments
 
       
 
                 
1,133,853,588
 
 
1,139,124,231
 
112.6%
 
See notes to condensed consolidated financial statements.
 
 
11

 
 
Corporate Capital Trust, Inc. and Subsidiary
Condensed Consolidated Schedule of Investments (unaudited) (continued)
As of June 30, 2013
 
 Company (a)
 
 Industry
 
 Investments
 
Interest Rate
 
EURIBOR/ LIBOR Floor
 
 
Maturity Date
 
No. Shares/ Principal Amount (b)   Cost (c)   Fair Value  
% of Net Assets
Short Term Investments—4.3%
 
                                       
Goldman Sachs Financial Square Funds - Prime Obligations Fund FST Preferred Shares
 
 
 
Short Term Investments(e)
 
0.02%(m)
 
 
 
 
 
$
28,960,866
 
$
28,960,866
 
$
28,960,866
 
2.8%
State Street Institutional Liquid Reserves Fund, Institutional Class
 
 
 
Short Term Investments
 
0.09%(m)
 
 
 
 
 
 
14,933,166
 
 
14,933,166
 
 
14,933,166
 
1.5%
Total Short Term Investments
 
       
 
                 
43,894,032
 
 
43,894,032
 
4.3%
TOTAL INVESTMENTS —116.9%(n)
         
 
               
$
1,177,747,620
 
 
1,183,018,263
 
116.90%
LIABILITIES IN EXCESS OF OTHER ASSETS—(16.9%)
 
   
 
                           
(170,996,300
(16.90)%
NET ASSETS—100.0%
     
 
                         
$
1,012,021,963
 
100.00%
Derivative Instruments—0.7% (Note 4)
 
                                       
Foreign currency forward contracts
 
 
 
Foreign currency forward contracts(g)
 
N/A
 
 
 
 
 
 
 
 
$
 
$
1,250,293
 
0.1%
Total return swaps
 
 
 
Total return swaps(g)(j)
 
N/A
 
 
 
 
 
 
 
 
 
 
 
5,957,578
 
0.6%
Total Derivative Instruments
   
 
               
$
 
$
7,207,871
 
0.7%
 
*
Non-income producing security.
(a)
Security may be an obligation of one or more entities affiliated with the named company.
(b)
Denominated in U.S. Dollars unless otherwise noted.
(c)
Represents amortized cost for debt securities and cost for common stock.
(d)
Non-Control/Non-Affiliate investments are defined by the Investment Company Act of 1940, as amended (“1940 Act”) as investments that are neither Control Investments nor Affiliate Investments. Controlled investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Controlled investments.
(e)
Security or portion thereof is held within CCT Funding, LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Deutsche Bank.
(f)
A portfolio company domiciled in a foreign country.
 
See notes to condensed consolidated financial statements.
 
 
12

 
 
Corporate Capital Trust, Inc. and Subsidiary
Condensed Consolidated Schedule of Investments (unaudited) (continued)
As of June 30, 2013
 
(g)
The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended, or the 1940 Act.  A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The Company calculates its compliance with the qualifying assets test on a "look through" basis by disregarding the value of the Company's total return swaps and treating each loan underlying the total return swaps as either a qualifying asset or non-qualifying asset based on whether the obligor is an eligible portfolio company.  On this basis, 80.6% of the Company's total assets represented qualifying assets as of June 30, 2013.
(h)
This security was acquired in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder. This security may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers.
(i)
Security or portion thereof is pledged as collateral supporting the amounts outstanding under the committed facility agreement with BNP Paribas Prime Brokerage, Inc. and eligible to be hypothecated as allowed under Rule 15c2-1(a)(1) of the Exchange Act subject to the limits of the Rehypothecation Agreement.
(j)
Investments classified as Level 3 whereby fair value was determined by the Company's Board of Directors (see Note 2).
(k)
Position or portion thereof unsettled as of June 30, 2013.
(l)
A portfolio company investment structured as a credit-linked floating rate note.
(m)
7-day effective yield as of June 30, 2013.
(n)
As of June 30, 2013, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $16,379,004; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $11,108,361; the net unrealized appreciation was $5,270,643; the aggregate cost of securities for Federal income tax purposes was $1,177,747,620.
(o)
Investment was on non-accrual status as of June 30, 2013.
 
Abbreviations:
DE - Germany
ES - Spain
EUR - Euro; principal amount is denominated in Euros currency.  €1 / US $1.301 as of June 30, 2013.
GBP - British Pound Sterling; principal amount is denominated in Pound Sterling. £1 / US $1.521 as of June 30, 2013.
L = LIBOR - London Interbank Offered Rate, typically 3-Month
LU - Luxembourg
MX - Mexico
NL - Netherlands
PIK - Payment-in-kind
SE - Sweden
SG - Singapore
UK - United Kingdom
 
See notes to condensed consolidated financial statements.
 
 
13

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
 
Cost (c)
   

Fair Value
   
% of Net Assets
Non-Control/Non-Affiliate Investments(d)—114.1%
                         
AdvancePierre Foods, Inc.
 
Food, Beverage & Tobacco
 
Senior Debt(e)
  L + 450   1.25%  
7/10/2017
  $ 3,938,004     $ 3,909,668     $ 3,987,230     0.6%
Allen Systems Group, Inc.
 
Software & Services
 
Senior Debt(e)(f)
  10.50%      
11/15/2016
    106,000       66,130       78,440     0.0%
Alliance Laundry Systems, LLC
 
Capital Goods
 
Senior Debt(e)
  L + 425   1.25%  
12/10/2018
    3,553,052       3,535,505       3,588,582     0.6%
Ally Financial, Inc.
 
Banks
 
Preferred Stock(g)
                118,908       2,996,482       3,123,713     0.5%
       
Preferred Stock(g)
                69,800       1,804,330       1,860,170     0.3%
     
4,800,812
     
4,983,883
    0.8%
Altisource Solutions (LU)(h)
 
Real Estate
 
Senior Debt(e)(g)
  L+ 450   1.25%  
11/27/2019
    7,545,192       7,470,313       7,582,918     1.2%
American Gaming Systems, LLC
 
Consumer Services
 
Senior Debt(i)
  L + 1000   1.50%  
8/15/2016
    11,974,375       11,523,790       11,974,375     2.0%
       
Senior Debt(i)
  L + 1000   1.50%  
8/15/2016
    780,938       (28,850 )         0.0%
       
Senior Debt(i)(j)
  L + 1000   1.50%  
8/15/2016
    780,938       752,433       780,938     0.1%
      12,247,373       12,755,313     2.1%
American Rock Salt Co., LLC
 
Materials
 
Senior Debt(e)
  L + 425   1.25%  
4/25/2017
    8,485,587       8,151,298       8,398,355     1.4%
Amkor Technologies, Inc.
 
Semiconductors & Semiconductor Equipment
 
Subordinated Debt(e)(g)
  7.38%      
5/1/2018
    213,000       210,801       220,455     0.0%
Amsurg Corp.
 
Health Care Equipment & Services
 
Subordinated Debt(e)(f)(g)
  5.63%      
11/30/2020
    943,000       943,000       980,720     0.2%
Aramark Corp.
 
Commercial & Professional Services
 
Subordinated Debt(e)
  8.50%      
2/1/2015
    2,836,000       2,896,962       2,850,208     0.5%
Ardagh Packaging Holdings, Ltd. (IE)(h)
 
Capital Goods
 
Senior Debt(e)(f)(g)
  7.38%      
10/15/2017
    100,000       100,409       108,750     0.0%
Aspect Software, Inc.
 
Technology Hardware & Equipment
 
Senior Debt(e)
  L + 525   1.75%  
5/7/2016
    4,360,693       4,358,808       4,393,398     0.7%
     
Senior Debt(e)
  10.63%      
5/15/2017
    9,009,000       9,484,716       8,153,145     1.3%
      13,843,524       12,546,543     2.0%
Aspen Dental Management, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)
  L + 550   1.50%  
10/6/2016
    6,115,182       6,048,762       5,839,999     0.9%
Asset Acceptance Capital Corp.
 
Diversified Financials
 
Senior Debt(g)(i)
  L + 725   1.50%  
11/14/2017
    918,991       896,692       929,894     0.2%
AssuraMed Holding, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)
  L + 800   1.25%  
4/24/2020
    5,147,021       5,045,289       5,206,536     0.8%
 
See notes to condensed consolidated financial statements.
 
 
14

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
  No. Shares/
Principal
Amount (b)
   
Cost (c)
   
Fair Value
   
% of Net Assets
Asurion, LLC
 
Software & Services
 
Senior Debt(e)
  L + 400   1.50%  
5/24/2018
  $ 3,285,425     $ 3,241,516     $ 3,323,421     0.5%
       
Senior Debt(e)
  L + 750   1.50%  
5/24/2019
    396,303       396,303       409,074     0.1%
      3,637,819       3,732,495     0.6%
Avaya, Inc.
 
Technology Hardware & Equipment
 
Senior Debt(e)(f)
  7.00%      
4/1/2019
    14,555,000       13,662,021       13,608,925     2.2%
Bill Barrett Corp.
 
Energy
 
Subordinated Debt(e)(g)
  7.63%      
10/1/2019
    251,000       256,692       264,805     0.0%
BNY ConvergEX Group, LLC
 
Diversified Financials
 
Senior Debt(e)(g)
  L + 375   1.50%  
12/19/2016
    109,585       108,431       106,024     0.0%
       
Senior Debt(e)(g)
  L + 375   1.50%  
12/19/2016
    241,455       238,911       233,608     0.0%
       
Senior Debt(e)(g)(i)
  L + 700   1.75%  
12/17/2017
    1,386,716       1,380,562       1,306,980     0.2%
       
Senior Debt(e)(g)(i)
  L + 700   1.75%  
12/17/2017
    581,872       579,290       548,415     0.1%
      2,307,194       2,195,027     0.3%
Bright Horizons Family Solutions, Inc.
 
Consumer Services
 
Senior Debt(i)
  L + 425   1.00%  
5/23/2017
    1,003,991       999,465       1,014,031     0.2%
Building Materials Corporation of America
 
Capital Goods
 
Subordinated Debt(e)(f)
  6.75%      
5/1/2021
    41,000       44,058       45,305     0.0%
Caesars Entertainment Operating Co., Inc.
 
Consumer Services
 
Senior Debt(e)(g)
  11.25%      
6/1/2017
    1,023,000       1,074,569       1,095,889     0.2%
Catalina Marketing Corp.
 
Media
 
Senior Debt(e)
  L + 550      
9/29/2017
    8,431,567       8,356,238       8,465,841     1.4%
       
Subordinated Debt(e)(f)
  10.50%      
10/1/2015
    20,436,255       20,405,415       20,691,708     3.4%
      28,761,653       29,157,549     4.8%
CDW Corp.
 
Technology Hardware & Equipment
 
Subordinated Debt(e)
  12.54%      
10/12/2017
    12,626,000       13,510,212       13,494,037     2.2%
Celanese US Holdings, LLC
 
Materials
 
Subordinated Debt(e)(g)
  4.63%      
11/15/2022
    2,900,000       2,900,000       3,037,750     0.5%
Cemex Espana S.A. (ES)(h)
 
Materials
 
Senior Debt(e)(g)(j)(EUR)
  E + 500      
2/14/2017
  928,806       1,112,127       1,173,874     0.2%
Cemex Finance, LLC
 
Materials
 
Senior Debt(e)(f)(g)
  9.38%      
10/12/2022
  $ 825,000       825,000       928,125     0.1%
Cemex Finance Europe BV
 
Materials
 
Subordinated Debt(g)
  4.75%      
3/5/2014
  419,000       480,548       565,503     0.1%
Cemex Materials, LLC
    Materials  
Subordinated Debt(e)(f)
  7.70%      
7/21/2025
  $ 12,670,000       11,742,203       12,828,375     2.1%
Cemex S.A.B. de C.V. (MX)(h)
 
Materials
 
Senior Debt(e)(g)(j)
  L + 525      
2/14/2017
    3,441,100       3,191,620       3,294,853     0.5%
Cengage Learning Acquisitions, Inc.
 
Media
 
Senior Debt(e)(f)
  11.50%      
4/15/2020
    14,622,000       15,000,475       12,611,475     2.1%
 
See notes to condensed consolidated financial statements.
 
 
15

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
   
Cost (c)
     
Fair Value
   
% of Net Assets
Ceridian Corp.
 
Commercial & Professional Services
 
Senior Debt(e)
  L + 575      
5/9/2017
  $ 11,345,455     $ 11,320,689     $ 11,359,637     1.9%
     
Senior Debt(e)(f)
  8.88%      
7/15/2019
    2,123,000       2,123,000       2,303,455     0.4%
      13,443,689       13,663,092     2.3%
CHG Companies, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)(j)
  L + 375   1.25%  
11/19/2019
    3,072,501       3,042,000       3,077,617     0.5%
     
Senior Debt(e)(j)
  L + 775   1.25%  
11/19/2020
    6,662,554       6,530,148       6,708,359     1.1%
      9,572,148       9,785,976     1.6%
Clear Channel Worldwide Holdings, Inc.
 
Media
 
Subordinated Debt(e)(g)
  7.63%      
3/15/2020
    1,857,000       1,798,731       1,870,927     0.3%
ClubCorp Club Operations, Inc.
 
Consumer Services
 
Senior Debt(e)
  L + 375   1.50%  
11/30/2016
    135,707       129,525       137,745     0.0%
CNO Financial Group, Inc.
 
Insurance
 
Senior Debt(e)(f)(g)
  6.38%      
10/1/2020
    1,092,000       1,130,752       1,135,680     0.2%
Commscope, Inc.
 
Technology Hardware & Equipment
 
Subordinated Debt(e)(f)
  8.25%      
1/15/2019
    632,000       665,688       692,040     0.1%
Continental Airlines, Inc.
 
Transportation
 
Senior Debt(e)(g)
  7.34%      
4/19/2014
    267,469       269,827       275,493     0.0%
CRC Health Corp.
 
Health Care Equipment & Services
 
Senior Debt(e)
  L + 450      
11/16/2015
    1,199,199       1,145,033       1,160,225     0.2%
     
Subordinated Debt(e)
  10.75%      
2/1/2016
    1,114,000       1,075,056       1,086,150     0.2%
      2,220,089       2,246,375     0.4%
Cunningham Lindsey U.S., Inc.
 
Insurance
 
Senior Debt(e)
  L + 375   1.25%  
12/10/2019
    4,616,499       4,570,570       4,656,894     0.8%
       
Senior Debt(e)
  L + 800   1.25%  
6/10/2020
    6,642,736       6,576,851       6,808,804     1.1%
      11,147,421       11,465,698     1.9%
Data Device Corp.
 
Capital Goods
 
Senior Debt(e)
  L + 600   1.50%  
7/11/2018
    7,895,679       7,750,227       7,875,940     1.3%
       
Senior Debt(i)
  L + 1000   1.50%  
7/11/2019
    8,000,000       7,847,290       7,840,000     1.3%
      15,597,517       15,715,940     2.6%
Datatel, Inc.
 
Software & Services
 
Senior Debt(e)
  L + 500   1.25%  
7/19/2018
    393,711       388,439       399,322     0.1%
David's Bridal, Inc.
 
Retailing
 
Senior Debt(e)
  L + 375   1.25%  
10/11/2019
    2,196,294       2,174,957       2,204,991     0.4%
DJO Finance, LLC
 
Health Care Equipment & Services
 
Senior Debt(e)
  L + 500   1.25%  
9/15/2017
    1,974,614       1,976,879       1,990,243     0.3%
     
Senior Debt(e)(f)
  8.75%      
3/15/2018
    8,188,000       8,638,609       8,945,390     1.5%
      10,615,488       10,935,633     1.8%
DuPont Fabros Technology, LP
 
Real Estate
 
Subordinated Debt(e)(g)
  8.50%      
12/15/2017
    100,000       105,687       109,250     0.0%
 
See notes to condensed consolidated financial statements.
 
 
16

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
   
Cost (c)
     
Fair Value
   
% of Net Assets
E*Trade Financial Corp.
 
Diversified Financials
 
Subordinated Debt(e)(g)
  6.75%      
6/1/2016
  $ 10,000     $ 10,548     $ 10,525     0.0%
Easton-Bell Sports, Inc.
 
Consumer Durables & Apparel
 
Senior Debt(e)
  9.75%      
12/1/2016
    1,190,000       1,260,844       1,279,369     0.2%
Education Management, LLC
 
Consumer Services
 
Senior Debt(e)(g)
  L + 700   1.25%  
3/30/2018
    7,078,341       6,890,723       5,919,263     1.0%
       
Subordinated Debt(e)(g)
  8.75%      
6/1/2014
    5,818,000       5,658,279       4,668,945     0.8%
      12,549,002       10,588,208     1.8%
Express, LLC / Express Finance Corp.
 
Retailing
 
Subordinated Debt(e)(g)
  8.75%      
3/1/2018
    707,000       764,744       765,328     0.1%
Fage Dairy Industry, SA
 
Food, Beverage & Tobacco
 
Subordinated Debt(e)(f)(g)
  9.88%      
2/1/2020
    22,000       22,220       23,375     0.0%
Fidelity National Information Services, Inc.
 
Software & Services
 
Subordinated Debt(e)(g)
  5.00%      
3/15/2022
    26,000       27,817       27,885     0.0%
       
Subordinated Debt(e)(g)
  7.88%      
7/15/2020
    114,000       122,352       128,963     0.0%
      150,169       156,848     0.0%
Fifth & Pacific Companies, Inc.
 
Consumer Durables & Apparel
 
Senior Debt(e)(f)(g)
  10.50%      
4/15/2019
    1,735,000       1,848,140       1,921,512     0.3%
FleetPride Corp.
 
Capital Goods
 
Senior Debt(e)
  L + 400   1.25%  
11/20/2019
    587,783       577,559       589,896     0.1%
Freedom Group
 
Consumer Durables & Apparel
 
Senior Debt(e)
  L + 425   1.25%  
4/19/2019
    991,786       987,087       969,471     0.2%
     
Senior Debt(e)(f)
  7.88%      
5/1/2020
    2,667,000       2,869,583       2,747,010     0.4%
      3,856,670       3,716,481     0.6%
FTI Consulting, Inc.
 
Diversified Financials
 
Subordinated Debt(e)(f)(g)
  6.00%      
11/15/2022
    2,869,000       2,869,000       2,983,760     0.5%
GCI, Inc.
 
Telecommunication Services
 
Subordinated Debt(e)
  8.63%      
11/15/2019
    8,575,000       9,102,913       9,110,937     1.5%
Genesys Telecommunications Laboratories, Inc.
 
Software & Services
 
Common Stocks*(i)
                448,908       448,908       453,397     0.1%
       
Subordinated Debt(i)(EUR)
  12.50%      
1/31/2020
  2,044,000       2,630,959       2,765,429     0.5%
      3,079,867       3,218,826     0.6%
Good Sam Enterprises, LLC
 
Media
 
Senior Debt(e)
  11.50%      
12/1/2016
  $ 12,224,000       12,629,848       13,079,680     2.1%
Great Lakes Dredge & Dock Corp.
 
Capital Goods
 
Subordinated Debt(e)(g)
  7.38%      
2/1/2019
    782,000       802,077       838,695     0.1%
Guitar Center, Inc.
 
Retailing
 
Senior Debt(e)
  L + 350      
4/9/2017
    12,249,203       11,485,884       11,848,042     2.0%
 
See notes to condensed consolidated financial statements.
 
 
17

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
   
Cost (c)
     
Fair Value
   
% of Net Assets
Hamilton Sundstrand Industrial (LU)(h)
 
Capital Goods
 
Senior Debt(e)(j)
  L + 375   1.25%  
12/13/2019
  $ 1,708,186     $ 1,691,104     $ 1,727,403     0.3%
       
Subordinated Debt(e)
  7.75%      
12/15/2020
    407,000       407,000       421,245     0.1%
      2,098,104       2,148,648     0.4%
Harbor Freight Tools USA, Inc.
 
Capital Goods
 
Senior Debt(e)
  L + 425   1.25%  
11/14/2017
    5,265,512       5,230,767       5,336,596     0.9%
HUB International, Ltd.
 
Insurance
 
Senior Debt(e)
  L + 450      
6/13/2017
    5,090,802       5,052,085       5,138,885     0.8%
       
Senior Debt(e)
  L + 475   2.00%  
12/13/2017
    329,014       329,014       333,179     0.1%
       
Subordinated Debt(e)(f)
  8.13%      
10/15/2018
    16,708,000       16,772,986       17,125,700     2.8%
      22,154,085       22,597,764     3.7%
Hubbard Radio, LLC
 
Media
 
Senior Debt
  L + 725   1.50%  
4/30/2018
    14,669,501       14,799,961       14,962,891     2.4%
Hyland Software, Inc.
 
Software & Services
 
Senior Debt(e)
  L + 425   1.25%  
10/25/2019
    4,717,850       4,694,621       4,737,760     0.8%
Immucor, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)(j)
  L + 450   1.25%  
8/19/2018
    2,371,805       2,378,649       2,406,351     0.4%
IMS Health, Inc.
 
Health Care Equipment & Services
 
Subordinated Debt(e)(f)(g)
  6.00%      
11/1/2020
    1,657,000       1,657,000       1,735,707     0.3%
Ineos US Finance, LLC (UK)(h)
 
Materials
 
Senior Debt(e)(f)(g)
  9.00%      
5/15/2015
    70,000       73,053       74,375     0.0%
Infor (US), Inc.
 
Software & Services
 
Senior Debt(e)
  L + 400   1.25%  
4/5/2018
    6,309,822       6,351,814       6,379,104     1.0%
       
Subordinated Debt(e)(f)
  11.50%      
7/15/2018
    4,549,000       4,968,034       5,322,330     0.9%
      11,319,848       11,701,434     1.9%
Interactive Data Corp.
 
Diversified Financials
 
Senior Debt(e)
  L + 325   1.25%  
2/11/2018
    17,629       17,312       17,750     0.0%
iPayment, Inc.
 
Software & Services
 
Senior Debt(e)
  L + 425   1.50%  
5/8/2017
    1,910,441       1,891,869       1,905,665     0.3%
       
Subordinated Debt(e)
  10.25%      
5/15/2018
    4,100,000       3,871,723       3,290,250     0.5%
      5,763,592       5,195,915     0.8%
IPC Systems, Inc.
 
Technology Hardware & Equipment
 
Senior Debt(e)
  L + 650   1.25%  
7/31/2017
    6,307,434       6,185,294       6,178,668     1.0%
J. Crew Group, Inc.
 
Retailing
 
Subordinated Debt(e)
  8.13%      
3/1/2019
    1,471,000       1,400,873       1,555,582     0.3%
J. Jill
 
Retailing
 
Senior Debt(e)(i)
  L + 850   1.50%  
4/29/2017
    10,265,611       10,265,611       10,265,611     1.7%
Jeld-Wen, Inc.
 
Capital Goods
 
Senior Debt(e)(f)
  12.25%      
10/15/2017
    15,171,000       17,515,794       17,522,505     2.9%
Kerling PLC (UK)(h)
 
Materials
 
Senior Debt(f)(g)(EUR)
  10.63%      
2/1/2017
  5,353,000       6,596,985       6,783,069     1.1%
KeyPoint Government Solutions, Inc.
 
Capital Goods
 
Senior Debt(e)(i)
  L + 600   1.25%  
11/13/2017
  $ 35,000,000       34,284,382       34,650,000     5.7%
 
See notes to condensed consolidated financial statements.
 
 
18

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
   
Cost (c)
     
Fair Value
   
% of Net Assets
Mcjunkin Corp.
 
Energy
 
Senior Debt(e)
  L + 500   1.25%  
10/20/2019
  $ 6,222,293     $ 6,160,357     $ 6,160,357     1.0%
MedAssets, Inc.
 
Health Care Equipment & Services
 
Subordinated Debt(e)(g)
  8.00%      
11/15/2018
    489,000       490,217       530,565     0.1%
MetroPCS Wireless, Inc.
 
Telecommunication Services
 
Subordinated Debt(e)(g)
  7.88%      
9/1/2018
    1,762,000       1,834,495       1,907,365     0.3%
Misys PLC (UK)(h)
 
Software & Services
 
Senior Debt(e)(g)
  L + 600   1.25%  
12/12/2018
    1,970,073       1,947,131       1,993,881     0.3%
Mueller Water Products, Inc.
 
Capital Goods
 
Subordinated Debt(e)(g)
  7.38%      
6/1/2017
    1,034,000       894,507       1,067,605     0.2%
Nara Cable Funding (IE)(h)
 
Media
 
Senior Debt(e)(f)(g)
  8.88%      
12/1/2018
    981,000       831,210       998,168     0.2%
National Vision, Inc.
 
Retailing
 
Senior Debt(e)(i)
  L + 575   1.25%  
8/2/2018
    3,038,620       2,995,492       3,084,199     0.5%
NBTY, Inc.
 
Household & Personal Products
 
Senior Debt(e)
  L + 325   1.00%  
10/1/2017
    26,355       26,081       26,659     0.0%
New Enterprise Stone & Lime Co., Inc.
 
Capital Goods
 
Senior Debt(e)(f)
 
4.00% CASH,
9.00% PIK
     
3/15/2018
    9,267,090       9,366,315       9,660,941     1.6%
Nexstar Broadcasting, Inc.
 
Media
 
Senior Debt(e)(g)
  L + 350   1.00%  
12/3/2019
    953,393       948,656       962,927     0.2%
       
Senior Debt(e)(g)(j)
  L + 350   1.00%  
12/3/2019
    170,525       169,678       172,870     0.0%
       
Senior Debt(e)(g)
  8.88%      
4/15/2017
    170,000       176,601       186,575     0.0%
      1,294,935       1,322,372     0.2%
North American Breweries, Inc.
 
Food, Beverage & Tobacco
 
Senior Debt(e)(j)
  L + 625   1.25%  
12/28/2018
    4,969,209       4,869,824       4,994,055     0.8%
Nuveen Investments, Inc.
 
Diversified Financials
 
Senior Debt(e)(g)
  L + 700   1.25%  
2/28/2019
    6,967,420       7,072,254       7,119,867     1.2%
Ocwen Financial Corp.
 
Banks
 
Senior Debt(e)(g)(j)
  L + 550   1.50%  
9/1/2016
    14,118,598       13,976,986       14,224,488     2.3%
Office Depot, Inc.
 
Retailing
 
Senior Debt(e)(f)(g)
  9.75%      
3/15/2019
    5,743,000       5,649,001       6,030,150     1.0%
Petco Animal Supplies, Inc.
 
Retailing
 
Senior Debt(e)
  L + 325   1.25%  
11/24/2017
    118,888       113,832       119,971     0.0%
Pharmaceutical Product Development, Inc.
 
Pharmaceuticals, Biotechnology & Life Sciences
 
Senior Debt(e)
  L + 500   1.25%  
12/5/2018
    800,576       791,408       814,730     0.1%
Prestige Brands, Inc.
 
Pharmaceuticals, Biotechnology & Life Sciences
 
Subordinated Debt(e)(g)
  8.13%      
2/1/2020
    602,000       641,657       669,725     0.1%
Realogy Corp.
 
Real Estate
 
Senior Debt(e)(g)
  L + 425      
10/10/2016
    4,126,264       3,915,765       4,145,163     0.6%
 
See notes to condensed consolidated financial statements.
 
 
19

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
   
Cost (c)
     
Fair Value
   
% of Net Assets
RedPrairie Corp.
 
Software & Services
 
Senior Debt(e)(j)
  L + 550   1.25%  
12/15/2018
  $ 13,765,573     $ 13,490,261     $ 13,784,500     2.3%
       
Senior Debt(e)(j)
  L + 1000   1.25%  
12/15/2019
    10,729,285       10,514,699       10,854,442     1.8%
      24,004,960       24,638,942     4.1%
Reynolds Group Holdings, Inc.
 
Capital Goods
 
Senior Debt(e)(f)
  5.75%      
10/15/2020
    533,000       533,000       550,323     0.1%
Rocket Software, Inc.
 
Software & Services
 
Senior Debt(e)(j)
  L + 450   1.25%  
2/8/2018
    4,176,561       4,165,748       4,203,708     0.7%
Roundy's Supermarkets, Inc.
 
Food & Staples Retailing
 
Senior Debt(e)(g)
  L + 450   1.25%  
2/13/2019
    4,465,368       4,439,740       4,212,115     0.7%
Ryerson, Inc.
 
Materials
 
Senior Debt(e)(f)
  9.00%      
10/15/2017
    6,755,000       6,755,641       6,873,212     1.1%
Sabre, Inc.
 
Transportation
 
Senior Debt(e)(j)
  L + 600   1.25%  
12/29/2017
    29       (539 )     29     0.0%
       
Senior Debt(e)(f)
  8.50%      
5/15/2019
    8,879,000       9,106,811       9,456,135     1.5%
      9,106,272       9,456,164     1.5%
Sanmina Corp.
 
Technology Hardware & Equipment
 
Subordinated Debt(e)(f)(g)
  7.00%      
5/15/2019
    7,879,000       7,867,583       8,036,580     1.3%
Schaeffler AG (DE)(h)
 
Automobiles & Components
 
Senior Debt(e)(g)(j)
  L + 475   1.25%  
1/27/2017
    3,086,176       3,094,939       3,120,679     0.5%
     
Senior Debt(e)(f)(g)
  8.50%      
2/15/2019
    5,000       5,376       5,650     0.0%
      3,100,315       3,126,329     0.5%
Sedgwick Claims Management Services Holdings, Inc.
 
Insurance
 
Senior Debt(e)(i)
  L + 350   1.50%  
12/31/2016
    112,518       107,817       112,799     0.0%
       
Senior Debt(e)(i)
  L + 750   1.50%  
5/30/2017
    1,338,888       1,318,149       1,358,971     0.3%
      1,425,966       1,471,770     0.3%
Sidera Networks, Inc.
 
Media
 
Senior Debt(e)
  L + 450   1.50%  
8/26/2016
    2,631,540       2,493,867       2,634,593     0.4%
Sinclair Television Group, Inc.
 
Media
 
Subordinated Debt(e)
  8.38%      
10/15/2018
    27,000       28,202       30,173     0.0%
Sirius XM Radio, Inc.
 
Media
 
Subordinated Debt(e)(f)(g)
  5.25%      
8/15/2022
    9,000       9,090       9,090     0.0%
SkillSoft Corp.
 
Software & Services
 
Subordinated Debt(e)
  11.13%      
6/1/2018
    1,369,000       1,444,147       1,514,456     0.2%
Smile Brands Group, Inc.
 
Health Care Equipment & Services
 
Senior Debt(e)
  L + 525   1.75%  
12/21/2017
    3,793,377       3,807,218       3,565,774     0.6%
SNL Financial, LLC
 
Commercial & Professional Services
 
Senior Debt(e)
  L + 425   1.25%  
10/23/2018
    5,667,077       5,649,799       5,671,809     0.9%
Springleaf Financial Funding Co.
 
Diversified Financials
 
Senior Debt(e)(g)
  L + 425   1.25%  
5/10/2017
    2,551,580       2,315,867       2,542,012     0.4%
Standard Chartered Bank (SG)(h)
 
Banks
 
Subordinated Debt(f)(g)(i)(k)
  L + 1600      
4/1/2014
    3,310,000       3,334,829       3,443,062     0.6%
 
See notes to condensed consolidated financial statements.
 
 
20

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
   
Cost (c)
     
Fair Value
   
% of Net Assets
Supervalu, Inc.
 
Food & Staples Retailing
 
Subordinated Debt(e)(g)
  7.25%      
5/1/2013
  $ 3,503,000     $ 3,485,074     $ 3,533,651     0.6%
     
Subordinated Debt(e)(g)
  7.50%      
11/15/2014
    5,397,000       5,234,840       5,235,090     0.9%
      8,719,914       8,768,741     1.5%
The Gymboree Corp.
 
Retailing
 
Senior Debt(e)
  L + 350   1.50%  
2/23/2018
    17,904,121       17,246,576       16,538,932     2.7%
       
Subordinated Debt(e)
  9.13%      
12/1/2018
    12,818,000       12,135,027       11,408,020     1.9%
      29,381,603       27,946,952     4.6%
The Manitowoc Co., Inc.
 
Capital Goods
 
Subordinated Debt(e)(g)
  5.88%      
10/15/2022
    183,000       184,113       183,000     0.0%
The Neiman Marcus Group, Inc.
 
Retailing
 
Senior Debt(e)
  L + 350   1.25%  
5/16/2018
    188,713       182,590       189,272     0.0%
The SI Organization, Inc.
 
Capital Goods
 
Senior Debt(e)
  L + 325   1.25%  
11/22/2016
    186,009       176,191       185,699     0.0%
The TelX Group, Inc.
 
Telecommunication Services
 
Senior Debt(e)
  L + 500   1.25%  
9/23/2017
    9,549,578       9,606,080       9,657,059     1.6%
Tomkins Air Distribution
 
Capital Goods
 
Senior Debt(e)
  L + 800   1.25%  
5/11/2020
    3,454,401       3,403,012       3,540,761     0.6%
Towergate Finance PLC (UK)(h)
 
Insurance
 
Subordinated Debt(f)(g)(GBP)
  10.50%      
2/15/2019
  £ 4,125,000       6,280,442       6,834,873     1.1%
TransUnion, LLC
 
Diversified Financials
 
Subordinated Debt(e)
  11.38%      
6/15/2018
  $ 1,403,000       1,541,024       1,634,495     0.3%
Univar, Inc.
 
Materials
 
Senior Debt(e)
  L + 350   1.50%  
6/30/2017
    953,180       928,828       951,826     0.2%
Verisure Holding AB (SE)(h)
 
Commercial & Professional Services
 
Senior Debt(f)(g)(EUR)
  8.75%      
9/1/2018
  397,000       484,437       571,182     0.1%
Vision Solutions, Inc.
 
Commercial & Professional Services
 
Senior Debt(e)(i)
  L + 450   1.50%  
7/23/2016
  $ 1,275,000       1,263,440       1,271,813     0.2%
VWR Funding, Inc.
 
Pharmaceuticals, Biotechnology & Life Sciences
 
Senior Debt(e)
  L + 425      
4/3/2017
    146,077       139,766       146,853     0.0%
     
Subordinated Debt(e)(f)
  7.25%      
9/15/2017
    5,349,000       5,349,000       5,616,450     0.9%
            5,488,766       5,763,303     0.9%
Warner Chilcott Co., LLC (IE)
 
Pharmaceuticals, Biotechnology & Life Sciences
 
Subordinated Debt(e)(g)(h)
  7.75%      
9/15/2018
    1,225,000       1,219,535       1,304,625     0.2%
Wastequip, LLC
 
Materials
 
Senior Debt(e)(i)
  L + 675   1.50%  
6/15/2018
    11,227,991       10,969,880       11,452,550     1.9%
West Corp.
 
Software & Services
 
Subordinated Debt(e)
  7.88%      
1/15/2019
    1,575,000       1,560,147       1,630,125     0.3%
Wilton Brands, LLC
 
Materials
 
Senior Debt(e)
  L + 625   1.25%  
8/30/2018
    12,823,623       12,581,156       12,983,918     2.1%
Zayo Group, LLC
 
Telecommunication Services
 
Senior Debt(e)
  8.13%      
1/1/2020
  $ 2,260,000     $ 2,400,874     $ 2,514,250     0.4%
       
Subordinated Debt(e)
  10.13%      
7/1/2020
    5,000,000       5,324,088       5,687,500     0.9%
      7,724,962       8,201,750     1.3%
 
See notes to condensed consolidated financial statements.
 
 
21

 
 
Corporate Capital Trust, Inc. and Subsidiaries
Condensed Consolidated Schedule of Investments (continued)
As of December 31, 2012
 
Company (a)
 
Industry (n)
 
Investments
 
Interest Rate
 
EURIBOR/ LIBOR
Floor
 
Maturity Date
 
No. Shares/
Principal
Amount (b)
   
Cost (c)
     
Fair Value
   
% of Net Assets
Total Non-Control/Non-Affiliate Investments
    691,427,399       697,668,431     114.1%
Short Term Investments—2.2%
                               
Goldman Sachs Financial Square Funds - Prime Obligations Fund
 
Short Term Investments(e)
  0.08%(l)             2,049,281       2,049,281       2,049,281     0.4%
State Street Institutional Liquid Reserves Fund
 
Short Term Investments
  0.16%(l)      
12/31/2099
    11,152,887       11,152,887       11,152,887     1.8%
Total Short Term Investments
    13,202,168       13,202,168     2.2%
TOTAL INVESTMENTS —116.3%(m)
  $ 704,629,567       710,870,599     116.3%
LIABILITIES IN EXCESS OF OTHER ASSETS—(16.3%)
            (99,386,785 )   (16.3)%
NET ASSETS—100.0%
          $ 611,483,814     100.0%
Derivative Instruments—0.20% (Note 4)
                               
Total return swaps
 
Total return swaps (g)
  N/A      
1/15/2016
    N/A     $     $ 1,349,246     0.2%
Foreign currency forward contracts
 
Foreign currency forward contracts (g)
  N/A      
1/2013
    N/A             (146,928 )   (0.0)%
Total Derivative Instruments
        $ 1,202,318     0.2%
 
*
Non-income producing security.
(a)
Security may be an obligation of one or more entities affiliated with the named company.
(b)
Denominated in U.S. Dollars unless otherwise noted.
(c)
Represents amortized cost for debt securities and cost for common stock.
(d)
Non-Control/Non-Affiliate investments are defined by the Investment Company Act of 1940, as amended (“1940 Act”) as investments that are neither Control Investments nor Affiliate Investments. Controlled investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Controlled investments.
(e)
Security or portion thereof is held within CCT Funding, LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Deutsche Bank.
(f)
This security was acquired in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder. This security may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers.
(g)
The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The Company calculates its compliance with the qualifying assets test on a "look through" basis by disregarding the value of the Company's total return swaps and treating each reference asset underlying the total return swaps as either a qualifying assets or non-qualifying asset based on whether the obligor is an eligible portfolio company. On this basis, 79.3% of the Company's total assets represented qualifying assets as of December 31, 2012.
(h)
A portfolio company domiciled in a foreign country.
(i)
Investments classified as Level 3 whereby fair value was determined by the Company's Board of Directors (see Note 2).
(j)
Position or portion thereof unsettled as of December 31, 2012.
(k)
A portfolio company investment structured as a credit-linked floating rate note.
(l)
7-day effective yield as of December 31, 2012.
(m)
As of December 31, 2012, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $14,999,786; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $8,758,754; the net unrealized appreciation was $6,241,032; the aggregate cost of securities for Federal income tax purposes was $704,629,567.
(n)
Unaudited.
Abbreviations:
DE - Germany
ES - Spain
EUR - Euro; principal amount is denominated in Euros currency. €1 / US $1.320 as of December 31, 2012.
GBP - British Pound Sterling; principal amount is denominated in Pound Sterling. £1 / US $1.624 as of December 31, 2012.
IE - Ireland
L = LIBOR - London Interbank Offered Rate, typically three-month LIBOR
LU - Luxembourg
MX - Mexico
PIK - Payment-in-kind
SE - Sweden
SG - Singapore
UK - United Kingdom
 
See notes to condensed consolidated financial statements.
 
 
22

 
 
CORPORATE CAPITAL TRUST, INC. AND SUBSIDIARIES
 
1.
Principal Business and Organization
 
Corporate Capital Trust, Inc. (the “Company”) was incorporated under the general corporation laws of the State of Maryland on June 9, 2010. The Company is a non-diversified closed-end management investment company and it is regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “40 Act”). The Company’s investment objective is to provide its shareholders with current income and, to a lesser extent, long-term capital appreciation, by investing primarily in the debt of privately owned U.S. companies with a focus on originated transactions sourced through the networks of its advisors.
 
The Company is externally managed by CNL Fund Advisors Company (“CNL”) and KKR Asset Management LLC (“KKR”) (collectively the “Advisors”), which are responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments and monitoring the Company’s investment portfolio on an ongoing basis. Both Advisors are registered as investment advisers with the Securities and Exchange Commission (“SEC”). CNL also provides the administrative services necessary for the Company to operate.
 
The Company is currently selling shares of its common stock pursuant to a registration statement on Form N-2 (as amended and supplemented, the “Registration Statement”) and it is offering to sell, on a continuous basis, 150 million shares of common stock for approximately $1.7 billion (the “Offering”). The Registration Statement was declared effective by the SEC on April 4, 2011 and the Company commenced its Offering. The Company commenced business operations on June 17, 2011 and it commenced investment operations on July 1, 2011.
 
As of June 30, 2013, the Company had two wholly owned financing subsidiaries; CCT Funding LLC (“CCT Funding”), which was established on July 15, 2011 for the purpose of arranging a secured, revolving credit facility with a bank and to borrow money to invest in portfolio companies, and Halifax Funding LLC (“Halifax Funding”), which was established on October 11, 2012 for the purpose of entering into total return swaps (“TRS”).
 
2.
Significant Accounting Policies
 
Basis of Presentation and Principles of Consolidation - The accompanying financial statements of the Company are prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods, have been included. The results of operations for interim periods are not indicative of results to be expected for the full year.
 
Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on March 18, 2013. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
 
Use of Estimates - The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Actual results could differ from those estimates.
 
Cash and Cash Equivalents - Cash and cash equivalents consist of demand deposits, foreign currency, and highly liquid investments with original maturities of three months or less.
 
Valuation of Investments - The Company measures the value of its investments in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”), issued by the Financial Accounting Standards Board (“FASB”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
 
Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to the Company’s portfolio investments for which market quotations are not readily available, the Company’s board of directors is responsible for determining in good faith the fair value in accordance with the valuation policy approved by the board of directors. The board of directors will make this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
 
 
23

 
 
ASC Topic 820 also defines hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, and the hierarchical levels are described as follows:
 
Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and debt securities, publicly listed derivatives, money market fund/ short term investment funds and foreign currency are generally included in Level 1. The Company does not adjust the quoted price for these investments.
 
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from orderly transactions for similar investments in active markets between market participants and provided by reputable dealers or independent pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments, and various relationships between investments. Investments generally included in this category are corporate bonds and loans, convertible debt indexed to publicly listed securities, foreign currency forward contracts and certain over-the-counter derivatives.
 
Level 3 – Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments generally included in this category are total return swap agreements, corporate bonds/loans and common stock investments that lack observable market pricing.
 
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.
 
Security Transactions, Realized/Unrealized Gains or Losses, and Income Recognition - Security transactions are recorded on a trade-date basis. The Company measures realized gains or losses from the repayment or sale of investments using the specific identification method. The amortized cost basis of investments includes (i) the original cost and (ii) adjustments for the accretion/amortization of market discounts and premiums, original issue discount and loan origination fees. The Company reports changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the condensed consolidated statements of operations.
 
Interest income is recorded on an accrual basis and includes amortization of premiums to par value and accretion of discounts to par value. Discounts and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. Premiums and discounts are determined based on the cash flows expected to be collected for a particular investment. Structuring service fees, origination, closing, commitment, and other upfront fees are generally non-recurring and recognized as revenue when earned. Loan origination fees received from corporate borrowers in connection with the closing of investments are accreted over the contractual life of the loan based on the effective interest method as interest income. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, unamortized original issue discount, and unamortized market discounts are recorded as interest income.
 
The Company has investments in debt securities which contain a contractual payment-in-kind, or PIK, interest provision. If the borrower elects to pay, or is obligated to pay, PIK interest, and if deemed collectible in management’s judgment, then the PIK interest is computed at the contractual rate specified in the investment’s credit agreement, the computed PIK interest is added to the investment’s principal balance, and the computed PIK interest is recorded as interest income.
 
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
 
Loans or debt securities are placed on non-accrual status when principal or interest payments are at least 90 days past due or when there is reasonable doubt that principal or interest will be collected. Generally, accrued interest is reversed when a loan or a debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
 
Derivative Instruments - The Company’s derivative instruments include foreign currency forward contracts and total return swaps.  The Company marks the value of its derivative instruments to market value through net change in unrealized appreciation (depreciation) on derivative instruments in the condensed consolidated statements of operations. Unrealized appreciation (depreciation) on the TRS is composed of the net accrued interest income and accrued interest expense owed and the overall change in fair value of the TRS reference assets. Realized gains and losses that occur upon the cash settlement of the derivative instruments are included in net realized gain (loss) on derivative instruments in the condensed consolidated statements of operations. Realized gains and losses on the TRS are composed of any realized gains or losses on the TRS reference assets and the net interest received or paid on the quarterly TRS settlement date.
 
 
24

 
 
Deferred Financing Costs - Deferred financing costs represent fees and other direct costs incurred in connection with arranging the Company’s borrowings and total return swaps. These amounts are initially recorded as prepaid and deferred expenses on the condensed consolidated statements of assets and liabilities and then subsequently amortized over the contractual term of the credit facilities and total return swap agreements as interest expense.
 
Paid In Capital - The Company records the proceeds from the sale of its common stock on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding all commissions and marketing support fees.
 
Foreign Currency Translation, Transactions and Gains/Losses - Foreign currency amounts are translated into U.S. dollars on the following basis: (i) at the exchange rate on the last business day of the reporting period for the fair value of investment securities, other assets and liabilities; and (ii) at the rates of exchange prevailing on the respective recording dates for the purchase and sale of investment securities, income, expenses, gains and losses.
 
Net assets and fair values are presented based on the applicable foreign exchange rates described above and the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held; therefore the fluctuations related to foreign exchange rate conversion are included with the net realized gain (loss) and unrealized appreciation (depreciation) on investments.
 
Net realized foreign exchange gains or losses arise from activity in foreign currency forward contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Company and the U.S. dollar equivalent of the amounts actually received or paid by the Company. Unrealized appreciation (depreciation) from currency translation for foreign currency forward contracts is included in net change in unrealized appreciation (depreciation) on derivative instruments on the condensed consolidated statements of operations. Unrealized appreciation (depreciation) from foreign currency translation for other receivables or payables is presented as net change in unrealized appreciation (depreciation) on foreign currency translation in the condensed consolidated statements of operations. Unrealized appreciation (depreciation) on foreign currency forward contracts is included with unrealized appreciation (depreciation) on derivative instruments on the condensed consolidated statements of assets and liabilities.
 
Management Fees - The Company accrues for the base management fee (recorded as investment advisory fees) and performance-based incentive fees, including (i) a subordinated incentive fee on income and (ii) an incentive fee on capital gains. The Company records the liability for the incentive fee on capital gains based on a hypothetical liquidation of its investment portfolio at the end of each reporting period. Therefore the accrual for incentive fee on capital gains includes the recognition of incentive fee on both net realized gains and net unrealized appreciation, if any, although any such incentive fee associated with net unrealized appreciation is neither earned nor payable to the Advisors until net unrealized appreciation is realized as net realized gains. Additionally the determination of whether the accrued incentive fee associated with net realized gains is earned and payable to the Advisors can only be made at the end of the calendar year. The two components of performance-based incentive fees are combined and expensed on the condensed consolidated statements of operations and accrued on the condensed consolidated statements of assets and liabilities as accrued performance-based incentive fees.
 
Organization and Offering Expenses - Organization expenses, including reimbursement payments to Advisors, are expensed on the Company’s condensed consolidated statements of operations. Continuous offering expenses, including reimbursement payments to Advisors, but excluding commission and marketing support fees, are accumulated monthly and capitalized on the condensed consolidated statements of assets and liabilities as deferred offering expenses and then subsequently expensed over a 12-month period.
 
Earnings per Share - Earnings per share is calculated based upon the weighted average number of shares of common stock outstanding during the reporting period.
 
Distributions - Distributions are generally declared by the Company’s board of directors each calendar quarter and recognized as distribution liabilities on the record date.
 
The Company has adopted a distribution reinvestment plan that provides for reinvestment of distributions on behalf of shareholders. Shareholders who have elected to participate in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of common stock at a price per share equivalent to the public offering price on the distribution payment date, net of commissions and marketing support fees.
 
Federal Income Taxes - The Company has elected to be treated for federal income tax purposes, and intends to maintain its qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of “Investment Company Taxable Income,” as defined in the Code. The Company intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate paying a material level of federal income taxes in the future. Prior to the Company’s election for tax treatment as a RIC, it was subject to corporate federal and state income taxes on its taxable income. The Company did not have taxable income prior to the RIC election in 2011.
 
The Company is also generally subject to nondeductible federal excise taxes if it does not distribute an amount at least equal to the sum (i) 98% of net ordinary income, (ii) 98.2% of the Company’s capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which the Company paid no federal income tax. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this excess taxable income.
 
 
25

 
 
The Company recognizes in its condensed consolidated financial statements the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes – Overall –Recognition, nor did it have any unrecognized tax benefits as of the periods presented herein. Although the Company files federal and state tax returns, its major tax jurisdiction is federal.
 
Book and tax basis differences relating to permanent book and tax differences are reclassified among the Company's capital accounts, as appropriate at year-end. Additionally, the tax character of distributions is determined in accordance with the Code which differs from GAAP.
 
Recent Accounting Pronouncements - In January 2013, the FASB clarified the scope of offsetting disclosure requirements which require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments. The guidance is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods, with retrospective disclosures required for all comparative periods presented. The guidance did not have a material impact on the condensed consolidated financial statements.
 
3.
Investments
 
The Company is engaged in a strategy to invest primarily in the debt of privately owned U.S. companies. The primary investment concentrations include (i) senior debt securities and (ii) subordinated debt securities. The fair value of senior and subordinated debt investments will generally fluctuate with, among other things, changes in prevailing interest rates, the general supply of, and demand for, debt capital among private and public companies, general domestic and global economic conditions, the condition of certain financial markets, developments or trends in any particular industry and changes in the financial condition and credit quality of each security’s issuer.
 
Investment purchases, sales and principal payments/paydowns are summarized below for the three and six months ended June 30, 2013 and 2012, respectively. These purchase and sale amounts exclude short-term investments (i.e. money market fund investments) and derivative instruments.

   
Three Months Ended
   
Six Months Ended
 
   
June 30, 2013
   
June 30, 2012
   
June 30, 2013
   
June 30, 2012
 
Investment purchases, at cost
  $ 549,049,217     $ 208,485,240     $ 785,208,326     $ 344,500,850  
Investment sales, proceeds
    238,982,729       17,265,916       288,501,782       38,811,976  
Principal payments/paydown proceeds
    17,678,225       7,028,546       59,695,638       9,401,188  
 
The Company’s investment portfolio may contain debt investments that are in the form of lines of credit, unfunded delayed draw loan commitments, or revolving credit facilities which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of June 30, 2013, the Company had one such unfunded loan commitment that amounted to $20,150,000.  The Company maintains sufficient liquidity in the form of cash, short term investments or borrowing capacity under its credit facilities to fund such unfunded loan commitments should the need arise.
 
As of June 30, 2013, debt instruments on non-accrual status represented 1.2% and 0.9% of total investments on a cost and fair value basis, respectively.
 
As of June 30, 2013, the Company’s investment portfolio consisted of the following:
 
Asset Category
 
Cost
   
Fair Value
   
Percentage of
Portfolio
   
Percentage of
Net Assets
 
Senior debt securities
  $ 806,929,296     $ 812,544,936       71.3 %     80.3 %
Subordinated debt securities
    326,475,384       325,955,313       28.6       32.2  
Total debt securities
    1,133,404,680       1,138,500,249       99.9       112.5  
Common stock
    448,908       623,982       0.1       0.1  
Subtotal
    1,133,853,588       1,139,124,231       100.0 %     112.6  
Short term investments
    43,894,032       43,894,032               4.3  
Total investments
  $ 1,177,747,620     $ 1,183,018,263               116.9 %
 
 
26

 
 
As of December 31, 2012, the Company’s investment portfolio consisted of the following:
 
Asset Category
 
Cost
   
Fair Value
   
Percentage of
Portfolio
   
Percentage of
Net Assets
 
Senior debt securities
  $ 519,196,084     $ 522,442,812       74.9 %     85.4 %
Subordinated debt securities
    166,981,595       169,788,339       24.3       27.8  
Total debt securities
    686,177,679       692,231,151       99.2       113.2  
Common stock
    448,908       453,397       0.1       0.1  
Preferred Stock
    4,800,812       4,983,883       0.7       0.8  
Total equity securities
    5,249,720       5,437,280       0.8       0.9  
Subtotal
    691,427,399       697,668,431       100.0 %     114.1  
Short term investments
    13,202,168       13,202,168               2.2  
Total investments
  $ 704,629,567     $ 710,870,599               116.3 %
 
The industry composition, geographic dispersion, and local currencies of the Company's investment portfolio at fair value, excluding short-term investments and derivative instruments, as of June 30, 2013 and December 31, 2012 was as follows:

Industry Composition
 
June 30, 2013
   
December 31, 2012
 
Software & Services
    12.4 %     9.1 %
Media
    10.6       11.0  
Technology Hardware & Equipment
    10.5       7.8  
Insurance
    9.8       6.2  
Materials
    9.4       9.9  
Consumer Durables & Apparel
    8.1       1.0  
Capital Goods
    7.8       13.7  
Retailing
    5.1       9.2  
Food, Beverage & Tobacco
    5.0       1.3  
Health Care Equipment & Services
    3.7       6.2  
Telecommunication Services
    3.6       4.1  
Consumer Services
    2.6       3.7  
Remaining Industries
    11.4       16.8  
Total
    100.0 %     100.0 %
Geographic Dispersion (1)
               
United States
    86.8 %     94.4 %
Luxembourg
    4.5       1.3  
Netherlands
    4.1        
United Kingdom
    3.8       2.2  
Remaining Countries
    0.8       2.1  
Total
    100.0 %     100.0 %
Local Currency
               
U.S. Dollar
    96.0 %     97.3 %
British Pound Sterling
    3.0       1.0  
Euro
    1.0       1.7  
Total
    100.0 %     100.0 %
 
(1)   The geographic dispersion is determined by the portfolio company’s country of domicile.
 
During the six months ended June 30, 2013, the Company did not hold any non-controlled investments where it owned 5% or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, the Company did not hold any investments in “controlled” companies where it owned more than 25% of a portfolio company’s outstanding voting securities.
 
4.
Derivative Instruments
 
The following is a summary of the fair value and location of the Company’s derivative instruments on the condensed consolidated statements of assets and liabilities:
 
      Fair Value  
Derivative Instrument
Statement Location
  June 30, 2013    
December 31, 2012
 
Foreign currency forward contracts
Unrealized appreciation (depreciation) on derivative instruments
  $ 1,250,293     $ (146,928 )
TRS
Unrealized appreciation on derivative instruments
    5,957,578       1,349,246  
Total
    $ 7,207,871     $ 1,202,318  
 
 
27

 
 
Realized and unrealized gains and losses on derivative instruments recorded by the Company for the three and six months ended June 30, 2013 are in the following location on the condensed consolidated statements of operations:
 
     
Three Months Ended
June 30, 2013
   
Six Months Ended
June 30, 2013
 
Derivative Instrument
Statement Location
 
Realized Gain (Loss)
 
Foreign currency forward contracts
Net realized gain (loss) on derivative instruments
  $ (514,749 )   $ 124,569  
TRS
Net realized gain on derivative instruments
    2,296,714       2,525,362  
Total
    $ 1,781,965     $ 2,649,931  
 
 
 
 
Three Months Ended
June 30, 2013
   
Six Months Ended
June 30, 2013
 
Derivative Instrument
Statement Location   Unrealized Gain (Loss)  
Foreign currency forward contracts
Net change in unrealized appreciation (depreciation) on derivative instruments
  $ 1,237,957     $ 1,397,221  
TRS
Net change in unrealized appreciation (depreciation) on derivative instruments
    (1,873,584 )     4,608,332  
Total
    $ (635,627 )   $ 6,005,553  
 
The Company did not have any derivative instruments during the three and six months ended June 30, 2012.
 
Foreign Currency Forward Contracts:
 
The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market exchange rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts; the Company attempts to limit counterparty risk by only dealing with creditworthy counterparties.
 
At June 30, 2013, the details of the Company's open foreign currency forward contracts were as follows:
 
Foreign Currency
 
Settlement Date
 
Amount and
Transaction
 
US$ Value at
Settlement Date
 
US$ Value at
June 30, 2013
 
Unrealized
Appreciation
EUR
 
July 3, 2013
 
2,000,000 Sold
 
$
2,640,300
 
 $
2,603,309
 
 $
36,991
EUR
 
Sep. 10, 2013
 
8,100,000 Sold
 
 
10,740,276
 
 
10,546,547
 
 
193,729
GBP
 
Sep. 10, 2013
 
15,100,000 Sold
 
 
23,571,930
 
 
22,955,805
 
 
616,125
GBP
 
Sep. 17, 2013
 
8,498,000 Sold
 
 
13,321,975
 
 
12,918,527
 
 
403,448
Total
 
   
 
 
 
$
50,274,481
 
 $
49,024,188
 
 $
1,250,293
 
At December 31, 2012, the details of the Company's open foreign currency forward contracts were as follows:
 
Foreign Currency
 
Settlement Date
 
 
Amount and
Transaction
 
US$ Value at
Settlement Date
 
US$ Value at
December 31, 2012
 
Unrealized
Appreciation/
  (Depreciation)
EUR
 
Jan. 3, 2013
 
2,300,000 Sold
 
$
2,917,964
 
 $
3,035,887
 
 $
(117,923)
EUR
 
Jan. 31, 2013
 
6,241,682 Sold
 
 
8,249,319
 
 
8,240,679
 
 
8,640
GBP
 
Jan. 18, 2013
 
4,255,000 Sold
 
 
6,874,110
 
 
6,911,755
 
 
(37,645)
Total
 
   
 
 
 
$
18,041,393
 
 $
18,188,321
 
 $
(146,928)
 
Total Return Swaps:
 
On November 15, 2012, Halifax Funding entered into the TRS with the Bank of Nova Scotia (“BNS” or “counterparty”).
 
The TRS arrangement with BNS consists of a set of TRS agreements. Pursuant to the terms of the TRS, Halifax Funding may select a portfolio of single-name corporate loans and/or bonds (each a “TRS reference asset” and together the “TRS reference assets”) with a maximum aggregate notional amount of $500,000,000. Under the terms of the TRS agreements, each TRS reference asset included in the TRS portfolio constitutes a separate total return swap transaction, although all calculations, payments and transfers required to be made under the TRS agreements are calculated and treated on an aggregate basis, based upon all such transactions.

 
28

 
 
Halifax Funding receives quarterly from BNS (i) all collected interest and fees generated by TRS reference assets and (ii) realized gains from the sale or repayment of TRS reference assets, if any. Halifax Funding pays to BNS (i) interest on the TRS settled notional amount at a rate equal to the three-month LIBOR+0.80% per annum if the initial investment amount (i.e. posted collateral) equals or exceeds 50% of the TRS trade basis notional amount, or three-month LIBOR+1.00% if the initial investment amount is less than 50% of the TRS trade basis notional amount and (ii) realized losses, if any. In addition, upon the termination of the TRS arrangement, Halifax Funding will either receive from BNS any net realized gain, or pay to BNS any net realized loss, in the liquidation of TRS reference assets.
 
Generally, the required collateral amount is at least 40% of the notional amount of each TRS reference asset at the time that such TRS reference asset is confirmed for acquisition by the counterparty. Halifax Funding may be required to post additional collateral, on a dollar-for-dollar basis, in the event of depreciation in the value of TRS reference assets after such value decreases below a specified amount. Halifax Funding is required to post additional collateral to ensure that the collateral market value, as solely determined by BNS, is at least equal to 25% of the value of the TRS portfolio.
 
The obligations of Halifax Funding under the TRS agreements are non-recourse to the Company and the Company’s exposure to the TRS is limited to the amount of cash collateral that is posted pursuant to the terms of the TRS agreements.  The Company has no contractual obligation to post any cash collateral or to make any interest payments to BNS. The Company may, but is not obligated to, increase its equity investment in Halifax Funding for the purpose of funding additional cash collateral or payment obligations for which Halifax Funding may become obligated during the term of the TRS agreements. If the Company does not make any such additional equity investment in Halifax Funding and Halifax Funding fails to meet its obligations under the TRS agreements, then BNS will have the right to terminate the TRS and use the collateral posted by Halifax Funding with the custodian to offset any amount owed to BNS. The Company may terminate the TRS at any time upon providing at least 30 days notice prior to the proposed settlement date of the TRS reference assets related to such termination. In the event of an early termination of the TRS, Halifax Funding would be required to pay an early termination fee based on the maximum spread amount to be earned by BNS over the life of the TRS Agreements. Halifax Funding would have been required to pay an early termination fee of $6,204,327 if the TRS had been terminated as of June 30, 2013. In the absence of an early termination as just described, the TRS will terminate on January 15, 2016.
 
As of June 30, 2013, Halifax Funding had selected 32 underlying debt positions with a total notional amount of $140,975,798 and had posted $107,948,112 in cash collateral, which is recorded as cash collateral on deposit with custodian on the condensed consolidated statements of assets and liabilities. The TRS settled notional amount as of June 30, 2013 was $212,994,046. The settled notional amount as of June 30, 2013 includes unsettled additions of reference assets of $19,286,516 and unsettled deletions of reference assets of $91,304,764.
 
As of December 31, 2012, Halifax Funding had selected 54 underlying debt positions with a total notional amount of $164,011,774 and had posted $87,974,019 in cash collateral, which is recorded as cash collateral on deposit with custodian on the condensed consolidated statements of assets and liabilities. The TRS settled notional amount as of December 31, 2012 was $105,013,915.
 
The following table summarizes the fair value components of the TRS portfolio as of June 30, 2013 and December 31, 2012, as determined by the Company’s board of directors:

   
June 30, 2013
   
December 31, 2012
 
Spread interest income
  $ 5,265,980     $ 938,085  
Net realized gain (loss)
    2,846,488       (345,303 )
Net unrealized appreciation (depreciation) of reference assets
    (2,154,890 )     756,464  
TRS Total fair value
  $ 5,957,578     $ 1,349,246  
 
 
29

 
The following is a summary of the TRS reference assets as of June 30, 2013:
 
Company (a)
Industry
Investment
 
Interest Rate
   
LIBOR Floor
 
Maturity Date
 
Notional Amount
   
Fair Value
   
Unrealized Appreciation (Depreciation)
 
Air Distribution Technologies, Inc.
Capital Goods
Senior Debt
    L+375       1.25%  
11/9/2018
  $ 5,919,359     $ 6,032,299     $ 112,940  
American Rock Salt Co., LLC
Materials
Senior Debt
    L+425       1.25%  
4/25/2017
    3,729,525       3,734,399       4,874  
Applied Systems, Inc.
Software & Services
Senior Debt (c)
    L+725       1.00%  
6/8/2017
    4,753,942       4,742,247       (11,695 )
Avaya Inc.
Technology Hardware & Equipment
Senior Debt
    L+675       1.25%  
3/31/2018
    11,500,798       10,865,406       (635,392 )
Block Communications, Inc.
Media
Subordinated Debt
    7.250%    
 
 
2/1/2020
    114,480       113,130       (1,350 )
Bon-Ton Department Stores, Inc.
Retailing
Senior Debt (b)
    8.000%    
 
 
6/15/2021
    3,777,000       3,822,597       45,597  
Builders FirstSource, Inc.
Capital Goods
Senior Debt (b)
    7.625%    
 
 
6/1/2021
    2,649,000       2,574,028       (74,972 )
Cequel Communications Holdings, LLC
Media
Subordinated Debt
    5.125%    
 
 
12/15/2021
    8,007,000       7,526,580       (480,420 )
Ceridian Corp.
Commercial & Professional Services
Senior Debt
    8.875%    
 
 
7/15/2019
    4,456,480       4,433,876       (22,604 )
Clearwater Paper Corp.
Materials
Subordinated Debt (b)
    4.500%    
 
 
2/1/2023
    1,587,000       1,499,524       (87,476 )
Commscope, Inc.
Technology Hardware & Equipment
Subordinated Debt
 
6.625%
cash or
7.375% PIK
       
6/1/2020
    8,908,000       8,551,680       (356,320 )
Container Store, Inc.
Retailing
Senior Debt
    L+425       1.25%  
4/6/2019
    2,323,876       2,330,057       6,181  
CSM Bakery Products
Food, Beverage & Tobacco
Senior Debt (b)(c)
    L+375       1.00%  
5/23/2020
    14,532,574       14,523,473       (9,101 )
GCI, Inc.
Telecommunication Services
Subordinated Debt
    6.750%          
6/1/2021
    8,793,895       8,229,570       (564,325 )
Gymboree Corp.
Retailing
Senior Debt
    L+350       1.50%  
2/23/2018
    4,097,160       4,080,691       (16,469 )
Heartland Dental Care, LLC
Pharmaceuticals, Biotechnology & Life Sciences
Senior Debt
    L+500       1.25%  
12/21/2018
    5,988,923       6,085,123       96,200  
Internet Brands, Inc.
Media
Senior Debt
    L+500       1.25%  
3/18/2019
    453,328       447,451       (5,877 )
IPC Systems, Inc.
Technology Hardware & Equipment
Senior Debt
    L+650       1.25%  
7/31/2017
    3,951,390       3,992,577       41,187  
Maxim Crane L.P.
Capital Goods
Senior Debt
    12.250%          
4/15/2015
    1,308,883       1,280,963       (27,920 )
McJunkin Corp.
Energy
Senior Debt
    L+475       1.25%  
11/8/2019
    4,246,423       4,210,468       (35,955 )
Misys Ltd.
Software & Services
Senior Debt (b)
    12.000%          
6/12/2019
    5,981,728       6,579,671       597,943  
Misys Ltd.
Software & Services
Senior Debt (b)
    L+600       1.25%  
12/12/2018
    1,412,020       1,389,371       (22,649 )
Neenah Paper, Inc.
Materials
Subordinated Debt (b)
    5.250%          
5/15/2021
    2,227,000       2,161,473       (65,527 )
NEP Group, Inc.
Media
Senior Debt
    L+825       1.25%  
7/22/2020
    1,314,831       1,330,916       16,085  
OneStopPlus, Inc.
Consumer Durables & Apparel
Senior Debt
    L+450       1.00%  
2/5/2020
    2,642,989       2,680,106       37,117  
RedPrairie Corp.
Software & Services
Senior Debt
    L+550       1.25%  
12/21/2018
    1,072,610       1,097,442       24,832  
RedPrairie Corp.
Software & Services
Senior Debt
    L+1000       1.25%  
12/21/2019
    5,054,580       4,791,568       (263,012 )
Sanmina Corp.
Technology Hardware & Equipment
Subordinated Debt (b)
    7.000%          
5/15/2019
    471,622       475,065       3,443  
Sedgwick Claims Management Services Holdings, Inc.
Insurance
Senior Debt
    L+325       1.00%  
6/15/2018
    2,386,424       2,388,596       2,172  
Select Medical Corp.
Health Care Equipment & Services
Subordinated Debt (b)
    6.375%          
6/1/2021
    9,674,000       9,190,300       (483,700 )
Summit Materials, LLC
Materials
Subordinated Debt
    10.500%          
1/31/2020
    655,598       634,725       (20,873 )
The TelX Group, Inc.
Telecommunication Services
Senior Debt
    L+500       1.25%  
9/25/2017
    6,983,360       7,025,536       42,176  
TOTAL
                        $ 140,975,798     $ 138,820,908     $ (2,154,890 )

(a)  
Security may be an obligation of one or more entities affiliated with the named company.
(b)  
The investment is not a qualifying asset as defined in Section 55(a) under the 1940 Act.
(c)  
Reference asset position or portion thereof unsettled as of June 30, 2013.
 
 
30

 
 
The following is a summary of the TRS reference assets as of December 31, 2012:
 
Company (a)
Industry
Investment
 
Interest Rate
 
LIBOR Floor
 
Maturity Date
 
Notional Amount
   
Fair Value
   
Unrealized Appreciation (Depreciation)
 
Block Communications, Inc.
Media
Subordinated Debt
    7.250%      
2/1/2020
  $ 114,480     $ 114,345     $ (135 )
California Pizza Kitchen, Inc.
Food & Staples Retailing
Senior Debt
    L+550     1.25%  
7/7/2017
    4,262,610       4,241,136       (21,474 )
Camp International Holding Co.
Software & Services
Senior Debt
    L+400     1.25%  
5/31/2019
    2,173,058       2,171,980       (1,078 )
Catalina Marketing Corp.
Media
Subordinated Debt
    10.500%        
10/1/2015
    7,000,000       6,871,323       (128,677 )
CCC Information Services, Inc.
Software & Services
Senior Debt (c)
    L+470     1.25%  
12/14/2019
    1,510,518       1,521,266       10,748  
Charter Communications Operating, LLC
Media
Subordinated Debt (b)
    7.250%        
10/30/2017
    625,286       622,421       (2,865 )
CHG Companies, Inc.
Health Care Equipment & Services
Senior Debt (c)
    L+375     1.25%  
11/19/2019
    6,912,675       6,970,839       58,164  
Clear Channel Communications, Inc.
Media
Subordinated Debt (b)
    6.500%        
11/15/2022
    2,237,153       2,342,578       105,425  
Clear Channel Communications, Inc.
Media
Subordinated Debt (b)
    6.500%        
11/15/2022
    6,110,822       6,411,284       300,462  
Continental Airlines, Inc.
Transportation
Senior Debt (b)
    8.307%        
10/2/2019
    605,308       569,131       (36,177 )
First American Payment Systems, LP
Software & Services
Senior Debt
    L+450     1.25%  
10/12/2018
    8,951,140       8,913,603       (37,537 )
FleetPride Corp.
Capital Goods
Senior Debt (c)
    L+400     1.25%  
11/19/2019
    4,521,864       4,517,596       (4,268 )
Fly Leasing, Ltd.
Transportation
Senior Debt (b)(c)
    L+450     1.25%  
8/8/2018
    4,193,364       4,176,908       (16,456 )
GCI Inc.
Telecommunication Services
Subordinated Debt
    6.750%        
6/1/2021
    6,643,615       6,576,845       (66,770 )
Gymboree Corporation
Retailing
Senior Debt
    L+350     1.50%  
2/23/2018
    4,097,160       3,885,421       (211,739 )
Hamilton Sundstrand Industrial
Capital Goods
Senior Debt
    L+375     1.25%  
12/13/2019
    7,920,000       8,060,000       140,000  
Heartland Dental Care
Pharmaceuticals, Biotechnology & Life Sciences
Senior Debt (c)
    L+500     1.25%  
12/21/2018
    4,202,808       4,202,808        
Hilcorp Energy I LP
Energy
Subordinated Debt (b)
    8.000%        
2/15/2020
    1,816,605       1,808,310       (8,295 )
Hubbard Radio, LLC
Media
Senior Debt (c)
    L+375     1.50%  
4/28/2017
    493,735       494,963       1,228  
Husky Injection Molding Systems, Ltd.
Capital Goods
Senior Debt (b)(c)
    L+450     1.25%  
7/2/2018
    1,255,775       1,248,913       (6,862 )
Immucor, Inc.
Health Care Equipment & Services
Senior Debt (c)
    L+450     1.25%  
8/19/2018
    47,868       47,878       10  
IPC Systems, Inc.
Technology Hardware & Equipment
Senior Debt
    L+650        
7/31/2017
    3,951,390       3,897,764       (53,626 )
Jo-Ann Stores, Inc.
Retailing
Senior Debt (c)
    L+350     1.25%  
3/16/2018
    22,847       22,827       (20 )
Kinetic Concepts, Inc.
Health Care Equipment & Services
Senior Debt (c)
    L+425     1.25%  
5/4/2018
    1,971,180       1,971,209       29  
Kinetic Concepts, Inc.
Health Care Equipment & Services
Senior Debt (c)
    L+375     1.25%  
11/4/2016
    1,312,798       1,312,321       (477 )
Local TV Finance, LLC
Media
Senior Debt (c)
    L+400        
5/7/2015
    371,846       370,317       (1,529 )
Lord & Taylor Holdings, LLC
Retailing
Senior Debt (c)
    L+450     1.25%  
1/11/2019
    33,748       33,633       (115 )
MedAssets, Inc.
Health Care Equipment & Services
Senior Debt (b)
    L+275     1.25%  
12/13/2019
    2,340,811       2,346,693       5,882  
MGM Resorts International
Consumer Services
Senior Debt (b)
    L+325     1.00%  
12/20/2019
    7,231,413       7,340,429       109,016  
Misys PLC
Software & Services
Senior Debt (b)
    12.000%        
6/12/2019
    5,981,728       5,979,313       (2,415 )
NPC International, Inc.
Consumer Services
Senior Debt (c)
    L+325     1.25%  
12/28/2018
    1,636,027       1,623,924       (12,103 )
NuSil Technology LLC
Materials
Senior Debt (c)
    L+375     1.25%  
4/7/2017
    502,540       501,129       (1,411 )
Nuveen Investments, Inc.
Diversified Financials
Senior Debt (b)(c)
    L+550        
5/13/2017
    7,058,793       7,065,412       6,619  
Nuveen Investments, Inc.
Diversified Financials
Senior Debt (b)
    L+600     1.25%  
5/13/2017
    284,653       282,819       (1,834 )
Nuveen Investments, Inc.
Diversified Financials
Senior Debt (b)
    L+550        
5/13/2017
    25,646       25,719       73  
PQ Corp.
Materials
Senior Debt
    L+425     1.25%  
5/8/2017
    5,582,056       5,587,953       5,897  
PVH Corp.
Consumer Durables & Apparel
Senior Debt (b)(c)
    L+250     0.75%  
12/19/2019
    1,472,790       1,487,592       14,802  
RedPrairie Corp.
Software & Services
Senior Debt (c)
    L+550     1.25%  
12/21/2018
    1,078,000       1,096,857       18,857  
Roofing Supply Group, LLC
Retailing
Senior Debt (c)
    L+375     1.25%  
5/31/2019
    89,662       89,699       37  
Sabre, Inc.
Transportation
Senior Debt (c)
    L+575        
12/29/2017
    4,398,657       4,397,084       (1,573 )
 
 
31

 
 
Company (a)
Industry
Investment
 
Interest Rate
   
LIBOR Floor
 
Maturity Date
 
Notional Amount
   
Fair Value
   
Unrealized Appreciation (Depreciation)
 
Sabre, Inc.
Transportation
Senior Debt (c)
    L+600       1.25%  
12/29/2017
    2,212,085       2,211,865       (220 )
Savers, Inc.
Retailing
Senior Debt (c)
    L+375       1.25%  
7/9/2019
    204,618       204,681       63  
Scitor Corp.
Capital Goods
Senior Debt (c)
    L+350       1.50%  
2/15/2017
    21,713       21,761       48  
SGS International, Inc.
Media
Senior Debt
    L+375       1.25%  
10/17/2019
    5,515,510       5,543,226       27,716  
Skilled Healthcare Group, Inc.
Health Care Equipment & Services
Senior Debt (b)
    L+525       1.50%  
4/9/2016
    14,806       14,738       (68 )
Spectrum Brands, Inc.
Household & Personal Products
Senior Debt (b)
    L+325       1.25%  
12/17/2019
    1,525,129       1,551,848       26,719  
Tempur-Pedic International, Inc.
Commercial  & Professional Services
Senior Debt (b)(c)
    L+400       1.00%  
11/14/2019
    6,852,112       7,000,436       148,324  
Terex Corp.
Capital Goods
Subordinated Debt (b)
    6.000%          
5/15/2021
    4,626,000       4,857,300       231,300  
The TelX Group, Inc.
Telecommunication Services
Senior Debt (c)
    L+500       1.25%  
9/23/2017
    7,018,541       6,998,936       (19,605 )
Tomkins Air Distribution
Capital Goods
Senior Debt
    L+375       1.25%  
11/9/2018
    5,949,104       6,058,021       108,917  
USI Holdings Corp.
Insurance
Subordinated Debt
    7.750%          
1/15/2021
    1,076,000       1,062,550       (13,450 )
USI Holdings Corp.
Insurance
Senior Debt (c)
    L+400       1.25%  
12/27/2019
    1,918,906       1,940,121       21,215  
West Corp.
Software & Services
Subordinated Debt
    8.625%          
10/1/2018
    6,029,800       6,095,500       65,700  
West Corp.
Software & Services
Senior Debt (c)
    L+425       1.25%  
7/15/2016
    5,021       5,013       (8 )
   
 
                    $ 164,011,774     $ 164,768,238     $ 756,464  

(a)  
Security may be an obligation of one or more entities affiliated with the named company.
(b)  
The investment is not a qualifying asset as defined in Section 55(a) under the 1940 Act.
(c)  
Reference asset position or portion thereof unsettled as of December 31, 2012.
 
5.
Fair Value of Financial Instruments
 
The Company’s investments were categorized in the fair value hierarchy as follows as of June 30, 2013 and December 31, 2012:

   
June 30, 2013
 
Investment Type
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Senior debt securities
  $     $ 646,881,312     $ 165,663,624     $ 812,544,936  
Subordinated debt securities
          314,141,086       11,814,227       325,955,313  
Common stock
                623,982       623,982  
Subtotal
          961,022,398       178,101,833       1,139,124,231  
Short term investments
    43,894,032                   43,894,032  
Total
  $ 43,894,032     $ 961,022,398     $ 178,101,833     $ 1,183,018,263  

Derivative Type
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets
                       
Foreign currency forward contracts
  $     $ 1,250,293     $     $ 1,250,293  
Total return swaps
                5,957,578       5,957,578  
Total
  $     $ 1,250,293     $ 5,957,578     $ 7,207,871  
 
 
32

 
 

   
December 31, 2012
 
Investment Type
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Senior debt securities
  $     $ 435,852,236     $ 86,590,576     $ 522,442,812  
Subordinated debt securities
          163,579,848       6,208,491       169,788,339  
Common stock
                453,397       453,397  
Preferred stock
    4,983,883                   4,983,883  
Subtotal
    4,983,883       599,432,084       93,252,464       697,668,431  
Short term investments
    13,202,168                   13,202,168  
Total
  $ 18,186,051     $ 599,432,084     $ 93,252,464     $ 710,870,599  

Derivative Type
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets
                       
Foreign currency forward contracts
  $     $ 8,640     $     $ 8,640  
Total return swaps
                1,349,246       1,349,246  
Liabilities
                               
Foreign currency forward contracts
          (155,568 )           (155,568 )
Total
  $     $ (146,928 )   $ 1,349,246     $ 1,202,318  
 
At June 30, 2013, the Company held 12 distinct investment positions that were classified as Level 3, representing an aggregate fair value of $178,101,833 and 15.1% of the total investment portfolio. The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of June 30, 2013 were as follows:
 
Asset Group
Fair Value (1)
Valuation Techniques (2)
Unobservable Inputs
Range
(Weighted Average) (3)
Impact to
Valuation from
an Increase in
Input (4)
Senior Debt
 
Broker Quotes
Mid Price
94.5 (94.5)
Increase
 
Market Comparables
Yield
12.8% (12.8%)
Decrease
$    7,560,000
Discount Margin
1123 bps (1123 bps)
Decrease
 
Debt/EBITDA multiple
5.1x (5.1x)
Decrease
 
Illiquidity Discount
4% (4%)
Decrease
   158,103,624
Market Comparables
Yield
7.00%-11.50% (8.99%)
Decrease
Discount Margin
567-1076 bps (801 bps)
Decrease
Debt/EBITDA multiple
1.9-5.8x (3.9x)
Decrease
Illiquidity Discount
0-3.00% (1.81%)
Decrease
Subordinated Debt
      3,392,419
Broker Quotes
Bid Price
102.49 (102.49)
Increase
      8,421,808
Market Comparables
Yield
11.04%-11.50% (11.19%)
Decrease
Discount Margin
909-994 bps (937 bps)
Decrease
Debt/EBITDA multiple
4.4-6.2x (5.6x)
Decrease
Illiquidity Discount
2.00% (2.00%)
Decrease
Common Stock
   
Illiquidity Discount
15% (15%)
Decrease
 
Market Comparables
LTM EBITDA Multiple
14.6x (14.6x)
Increase
         623,982
 
Forward EBITDA Multiple
10.9x (10.9x)
Increase
 
Discounted Cash Flow
Weighted Average Cost of Capital
12.9% (12.9%)
Decrease
 
Exit EBITDA Multiple
10.5x (10.5x)
Increase
Total
$ 178,101,833
       
 
 
 
(1)
The TRS was valued in accordance with the TRS agreements as discussed below.
(2) For the assets and investment that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0 – 100%. Broker quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques.
(3)
Weighted average amounts are based on the estimated fair values.
(4)
This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.
 
 
 
 
33

 
 
At December 31, 2012, the Company held 18 distinct investment positions that were classified as Level 3, representing an aggregate fair value of $93,252,464 and 13.1% of the total investment portfolio. The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of December 31, 2012 were as follows:

Asset Group
Fair Value (1)
Valuation Techniques (2)
Unobservable Inputs
Range
(Weighted Average) (3)
Impact to
Valuation from
an Increase in
Input (4)
Senior Debt
$   18,681,009
Broker Quotes
Mid Price
94.25 - 102 (100.98)
Increase
     67,909,567
Broker Quotes
Mid Price
98 - 101.5 (98.55)
Increase
Market Comparables
Yield
5.0 - 11.9% (8.91%)
Decrease
Discount Margin
437 - 1069 bps (808 bps)
Decrease
Illiquidity Discount
1.0 - 4.0% (2.29%)
Decrease
Subordinated Debt
        6,208,491
Broker Quotes
Bid Price
104.02 (104.02)
Increase
Market Comparables
Yield
12.0 - 13.0% (12.54%)
Decrease
Discount Margin
1071 - 1250 bps (1170 bps)
Decrease
EBITDA Multiple
9.6x (9.6x)
Increase
Illiquidity Discount
2% (2%)
Decrease
     
Forward EBITDA Multiple
9.8x (9.8x)
Increase
Common Stock
 
Market Comparables
LTM EBITDA Multiple
12.9x (12.9x)
Increase
 
          453,397
 
Illiquidity Discount
15% (15%)
Decrease
   
Discounted Cash Flow
Weighted Average Cost of Capital
12.2% (12.2%)
Decrease
Total
$93,252,464
       
 
(1)
The TRS was valued in accordance with the TRS agreements as discussed below.
(2)
For the assets and investment that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0 – 100%. Indicative broker quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques.
(3)
Weighted average amounts are based on the estimated fair values.
(4)
This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.
 
The more significant unobservable inputs used in the fair value measurement of the Company’s senior and subordinated loan investments are third-party indicative broker quotes. In the event that there are limited broker quotes, then the valuation process will further rely on the inputs from comparable investments and/or discounted cash flow analysis. Depending on the type of debt investment position held by the Company, the relative comparable value analysis may rely on any of (i) market yields, (ii) discount margin, (iii) illiquidity discount and (iv) leverage EBITDA multiples analysis to either confirm a single indicative broker quote, or to determine a fair value in the absence of any broker quote. Other significant unobservable inputs used in the fair value measurement of the Company’s investments are also disclosed in the tables above. Any significant increases or decreases in these unobservable inputs would result in significant increases or decreases in the fair value of the Company’s investments.
 
The TRS is also classified as Level 3 at June 30, 2013. The Company valued its TRS in accordance with the TRS agreements between Halifax Funding and BNS, which collectively established the TRS. Pursuant to the TRS agreements, the value of the TRS is based on (i) the increase or decrease in the value of the TRS reference assets relative to the notional amounts, together with (ii) accrued interest income and fee income, (iii) TRS swap financing costs on the TRS settled notional amount, and (iv) certain other expenses incurred under the TRS. The TRS reference assets are valued pursuant to the valuation algorithm specified in the TRS Agreements, including reliance on indicative bid prices provided by independent third-party pricing services. Bid prices reflect the highest price that market participants may be willing to pay. On a quarterly basis, the Company's management reviews, tests and compares (i) the indicative bid prices assigned to each TRS reference asset by BNS, based on the inputs provided to BNS by third-party pricing services with (ii) third-party service provider pricing inputs that are independently sourced by the Company’s management and/or its Advisors. To the extent the Company's management has any questions or concerns regarding the valuation of the TRS reference assets, such valuations are discussed or challenged with BNS pursuant to the terms of the TRS agreements. Additionally, the Company’s management reviews the calculations of both collected and accrued interest, total return swap financing costs, and realized gains and losses that also determine the aggregate fair value of the TRS.  For additional disclosures on the Company’s TRS, including quantitative disclosures of the current period conclusions of the fair value components, as reviewed and determined by the Company’s board of directors, refer to Note 4.
 
 
34

 
 
The following is a reconciliation for the three months ended June 30, 2013 of investments for which Level 3 inputs were used in determining fair value:

   
Senior Debt
Securities
   
Subordinated
Debt Securities
   
Common
Stock
   
Total Return
Swaps
   
Total
 
Fair Value Balance as of April 1, 2013
  $ 76,405,042     $ 6,130,775     $ 511,755     $ 7,831,162     $ 90,878,734  
Purchases
    92,616,432       5,938,259                   98,554,691  
Net realized gain
    13,097                   2,296,714       2,309,811  
Net change in unrealized appreciation (1)
    (329,986 )     (253,793 )     112,227       (1,873,584 )     (2,345,136 )
Sales or repayments
    (3,102,269 )                 (2,296,714 )     (5,398,983 )
Net discount accretion
    61,308       (1,014 )                 60,294  
Transfers out of Level 3
                             
Transfers into Level 3
                             
Fair Value Balance as of June 30, 2013
  $ 165,663,624     $ 11,814,227     $ 623,982     $ 5,957,578     $ 184,059,411  
Change in net unrealized appreciation (depreciation) in investments still held
    as of June 30, 2013 (1)
  $ (304,713 )   $ (253,793 )   $ 112,227     $ (1,873,584 )   $ (2,319,863 )
 
(1)
Amount is included in the related amount on investments and derivative instruments in the condensed consolidated statements of operations.
 
The following is a reconciliation for the six months ended June 30, 2013 of investments for which Level 3 inputs were used in determining fair value:
 
   
Senior Debt
Securities
   
Subordinated
Debt Securities
   
Common
Stock
   
Total Return
Swaps
   
Total
 
Fair Value Balance as of January 1, 2013
  $ 86,590,576     $ 6,208,491     $ 453,397     $ 1,349,246     $ 94,601,710  
Purchases
    102,818,908       5,938,259                   108,757,167  
Net realized gain
    60,292                   2,525,362       2,585,654  
Net change in unrealized appreciation (1)
    (620,384 )     (330,557 )     170,585       4,608,332       3,827,976  
Sales or repayments
    (6,400,178 )                 (2,525,362 )     (8,925,540 )
Net discount accretion
    649,248       (1,966 )                 647,282  
Transfers out of Level 3
    (17,434,838 )                       (17,434,838 )
Transfers into Level 3
                             
Fair Value Balance as of June 30, 2013
  $ 165,663,624     $ 11,814,227     $ 623,982     $ 5,957,578     $ 184,059,411  
Change in net unrealized appreciation (depreciation) in investments still held
    as of June 30, 2013 (1)
  $ (51,517 )   $ (330,557 )   $ 170,585     $ 4,608,332     $ 4,396,843  
 
(1)
Amount is included in the related amount on investments and derivative instruments in the condensed consolidated statements of operations.
 
The following is a reconciliation for the three months ended June 30, 2012 of investments for which Level 3 inputs were used in determining fair value:

   
Senior Debt
Securities
   
Subordinated
Debt Securities
   
Common
Stock
   
Total
 
Fair Value Balance as of April 1, 2012
  $ 8,560,560     $ 6,006,623     $ 448,908     $ 15,016,091  
Purchases
    10,487,336       1,120,486             11,607,822  
Sales
                       
Net realized gain
    338                   338  
Net change in unrealized appreciation (1)
    105,524       (67,137 )     31,423       69,810  
Principal reduction
    (2,258,210 )                 (2,258,210 )
Net discount accretion
    5,239       313             5,552  
Transfers into Level 3
                       
Fair Value Balance as of June 30, 2012
  $ 16,900,787     $ 7,060,285     $ 480,331     $ 24,441,403  
Change in net unrealized appreciation (depreciation) in investments still held
    as of June 30, 2012 (1)
  $ 124,738     $ (67,128 )   $ 31,423     $ 57,610  
 
(1)
Amount is included in the related amount on investments and derivative instruments in the condensed consolidated statements of operations.
 
 
35

 
 
The following is a reconciliation for the six months ended June 30, 2012 of investments for which Level 3 inputs were used in determining fair value:
 
   
Senior Debt
Securities
   
Subordinated
Debt Securities
   
Common
Stock
   
Total
 
Fair Value Balance as of January 1, 2012
  $ 4,651,937     $ 963,533     $     $ 5,615,470  
Purchases
    14,185,435       7,090,290       448,908       21,724,633  
Sales
                       
Net realized gain
    967       11,960             12,927  
Net change in unrealized appreciation (1)
    144,031       (6,328 )     31,423       169,126  
Principal reduction
    (2,292,619 )     (998,479 )           (3,291,098 )
Net discount accretion
    9,969       (691 )           9,278  
Transfers into Level 3
    201,067                   201,067  
Fair Value Balance as of June 30, 2012
  $ 16,900,787     $ 7,060,285     $ 480,331     $ 24,441,403  
Change in net unrealized appreciation (depreciation) in investments still held
    as of June 30, 2012 (1)
  $ 171,616     $ (28,919 )   $ 31,423     $ 142,697  
 
(1)
Amount is included in the related amount on investments in the condensed consolidated statements of operations.
 
No securities were transferred into the Level 3 hierarchy and six were transferred out of the Level 3 hierarchy during the six months ended June 30, 2013. These investments were transferred at fair value as of the beginning of the quarter in which they were transferred. The classification transfers between Level 2 and Level 3 were based on the observed changes in liquidity based on information supplied by a third party pricing source, whereby such liquidity information is routinely reviewed no less frequently than monthly. All realized and unrealized gains and losses are included in earnings (changes in net assets) and are reported as separate line items within the Company’s condensed consolidated statements of operations.
 
The carrying value of cash and foreign currency is classified as Level 1 with respect to the fair value hierarchy. The carrying value of the Company’s credit facilities approximate their fair value and they would be classified as Level 2 with regards to the fair value hierarchy.
 
6.
Agreements and Related Party Transactions
 
The Company entered into a managing dealer agreement with CNL Securities Corp., an affiliate of CNL. CNL Securities Corp. serves as the managing dealer of the Offering and in connection therewith receives selling commissions of up to 7% of gross offering proceeds and a marketing support fee of up to 3% of gross offering proceeds. All or any portion of these fees may be reallowed to participating brokers. The Company will pay a maximum sales load of 10% of gross offering proceeds for all combined selling commissions and marketing support fees.
 
The Company entered into an investment advisory agreement with CNL (together with one amendment, the “Investment Advisory Agreement”) for the overall management of the Company’s investment activities. The Company and CNL have entered into a sub-advisory agreement with KKR (the “Sub-Advisory Agreement”), under which KKR is responsible for the day-to-day management of the Company’s investment portfolio. CNL compensates KKR for advisory services that it provides to the Company with 50% of the base management fees and performance-based incentive fees that CNL receives under the Investment Advisory Agreement. CNL earns a base management fee equal to an annual rate of 2% of the Company’s average gross assets at the end of the two most recently completed months and it is computed and paid monthly. Gross assets include assets purchased with borrowed funds, TRS unrealized depreciation or appreciation and collateral posted with custodian in connection with TRS, but exclude deferred offering expense. CNL also earns a performance-based incentive fee that is comprised of the following two parts:
 
(i)    
a subordinated incentive fee on pre-incentive fee net investment income, that is paid quarterly if earned, and it is computed as the sum of (A) 100% of quarterly pre-incentive fee net investment income in excess of 1.75% of average adjusted capital up to a limit of 0.4375% of average adjusted capital, and (B) 20% of pre-incentive fee net investment income in excess of 2.1875% of average adjusted capital and
 
(ii)   
an incentive fee on capital gains that is paid annually if earned, and it is equal to 20% of (A) all realized gains on a cumulative basis from inception, net of (i) all realized losses on a cumulative basis, (ii) unrealized depreciation at year end and (iii) disregarding any net realized gains associated with the TRS interest spread (which represents the difference between (a) the interest and fees received on total return swaps, and (b) the financing fees paid to the total return swaps counterparty), and subtracting  (B) the aggregate amount of any previously paid incentive fee on capital gains.
 
The terms of the Investment Advisory Agreement entitle CNL (and indirectly KKR) to receive up to 5% of gross proceeds in connection with the Offering as reimbursement for organization and offering expenses incurred by the Advisors on behalf of the Company. Beginning February 1, 2012, the Company implemented an initial reimbursement rate of 0.75% of gross offering proceeds to initiate the reimbursement of organization and offering expenses incurred by the Advisors. Beginning March 1, 2013, the Company changed the reimbursement rate to 1% of gross offering proceeds.

 
36

 
 
The Company entered into an administrative services agreement with CNL (the “Administrative Services Agreement”) whereby CNL performs, and oversees the performance of, various administrative services on behalf of the Company. Administrative services may include transfer agency oversight and supervisory services, shareholder communication services, general ledger accounting services, calculating the Company’s net asset value, maintaining required corporate and financial records, financial reporting for the Company and its subsidiaries, internal audit services, reporting to the Company's board of directors and lenders, preparing and filing income tax returns, preparing and filing SEC reports, preparing, printing and disseminating shareholder reports, overseeing the payment of the Company’s expenses and shareholder distributions, administering the quarterly share repurchase programs, compliance services, and management and oversight of service providers in their performance of administrative and professional services rendered for the Company. CNL may also enter into agreements with its affiliates for the performance of select administrative services. The Company reimburses CNL for the professional services and expenses it incurs in performing its administrative obligations on behalf of the Company.
 
CNL, certain CNL affiliates, and KKR receive compensation for advisory services and/or reimbursement of expenses in connection with (i) the performance and supervision of administrative services and (ii) the Offering. Related party fees, expenses and reimbursement of expenses incurred in the three and six month period ended June 30, 2013 and the three and six month period ended June 30, 2012 are summarized below:
 
 
 
 
 
Three Months Ended
   
Six Months Ended
 
Related Party   Source Agreement & Description  
June 30, 2013
   
June 30, 2012
   
June 30, 2013
   
June 30, 2012
 
CNL Securities Corp.
 
Managing Dealer Agreement: selling commissions and marketing support fees
  $ 21,278,714     $ 13,767,017     $ 39,777,914     $ 22,636,040  
CNL and KKR
 
Investment Advisory Agreement: base management fees (investment advisory fees)
    6,490,803       1,621,659       11,351,469       2,515,819  
CNL and KKR
 
Investment Advisory Agreement: performance-based incentive fees(1)
                       
CNL and KKR
 
Investment Advisory Agreement: organization and offering expenses reimbursement(2)
    2,325,588       1,087,899       3,992,296       1,615,640  
CNL
 
Administrative Services Agreement: administrative and compliance services
    355,409       199,597       690,001       318,415  
 
(1)
During the six months ended June 30, 2013 and 2012, the Company recorded performance-based incentive fee expense of $136,857 and $532,967, respectively. The incentive fee was accrued based on the hypothetical liquidation of the investment portfolio as of the end of each reporting period. The incentive fee on capital gains was not earned by the Advisors or payable to the Advisors as of June 30, 2013 and 2012.
 
(2)
The Advisors received reimbursement payments for offering expenses in the amount of $3,637,309 in the six months ended June 30, 2013, including $436,903 that was recorded as reimbursement payable at December 31, 2012. The Company recorded a reimbursement payable to the Advisors in the amount of $791,890 for offering expenses as of June 30, 2013 which is included in other accrued expenses and liabilities on the condensed consolidated statements of assets and liabilities. The Advisors received reimbursement payments for organization and offering expenses in the amount of $1,184,860 in the six months ended June 30, 2012, including $896,218 for organization expenses and $288,642 for offering expenses. The Company recorded a reimbursement payable to the Advisors in the amount of $430,780 for offering expenses as of June 30, 2012 which is included in other accrued expenses and liabilities on the condensed statements of assets and liabilities. As of June 30, 2013, the outstanding unreimbursed Offering expenses, net of reimbursement payable, amounted to $1,627,885.
 
On June 7, 2011, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with CNL and KKR pursuant to which CNL and KKR jointly and severally agreed to pay to the Company all operating expenses (an “Expense Support Payment”) during the Expense Support Payment Period between June 17, 2011 to December 31, 2011. On December 16, 2011, the Company and the Advisors entered into an amendment to the Expense Support Agreement, effective January 1, 2012, that extended the terminal date of the Expense Support Payment Period to March 31, 2012 and reduced the Reimbursement Ratio from 100% to 65% of the Company’s Operating Expenses. The Amendment also redefined Operating Expenses as all operating costs and expenses paid or incurred by the Company, as determined under GAAP, including base advisory fees payable pursuant to the Investment Advisory Agreement, and excluding (i) performance-based incentive fees payable pursuant to the Investment Advisory Agreement, (ii) organization and offering expenses, and (iii) all interest costs related to borrowings for such period. On March 16, 2012, the Company and the Advisors entered into an amendment and restatement of the Expense Support Agreement, effective April 1, 2012, that extended the terminal date of the Expense Support Payment Period to June 30, 2012 and reduced the Reimbursement Ratio from 65% to 25% of the Company’s Operating Expenses. Expense support payments ceased on July 1, 2012.
 
During the term of the Expense Support Agreement, the Advisors are entitled to an annual year-end reimbursement payment by the Company for unreimbursed Expense Support Payments made under the Expense Support Agreement (a “Reimbursement Payment”), but such Reimbursement Payments may only be paid (i) within three years after the year in which such Expense Support Payments are attributable, and (ii) to the extent that it would not cause the Company’s Other Operating Expenses (Operating Expenses excluding base management fees and including a Reimbursement Payment) to exceed 1.75% of average net assets attributable to common shares as of the end of any such calendar year (the “Reimbursement Limit Percentage”). The Company records the liability for the Reimbursement Payments based on a hypothetical liquidation of its investment portfolio at the end of each reporting period.
 
 
37

 
 
Presented below is a summary of Expense Support Payments and the associated terminal eligibility dates for Reimbursement Payments for the years ending December 31, 2011 and December 31, 2012.
 
Period Ended
 
Expense Support
Payments Received
from Advisors
   
Reimbursement
 Payments
to Advisors
   
Unreimbursed
Expense
Support Payments(1)
   
Reimbursement
Payments
Eligibility through
 
December 31, 2011
  $ 1,375,592     $ 1,375,592     $        
December 31, 2012
    1,590,221       454,157       1,136,064    
December 31, 2015
 
Total
  $ 2,965,813     $ 1,829,749     $ 1,136,064          
 
(1)
As of June 30, 2013 the Company has accrued $1,136,064 for Reimbursement Payment to Advisors.
 
Indemnification - The Investment Advisory Agreement and the Sub-Advisory Agreement provide certain indemnification to the Advisors, their directors, officers, persons associated with the Advisors, and their affiliates. The managing dealer agreement provides certain indemnification to the managing dealer and each participating broker and their respective officers, directors, partners, employees, associated persons, agents and control persons. As of June 30, 2013, management believes that the risk of incurring any losses for such indemnification is remote.
 
7.
Earnings Per Share
 
The following information sets forth the computation of basic and diluted net increase in net assets from operations per share (earnings per share).
 
Basic and Diluted Net Increase (Decrease) in Net Assets Per Share
 
   
Three Months Ended
   
Six Months Ended
 
 
June 30, 2013
   
June 30, 2012
   
June 30, 2013
   
June 30, 2012
 
Net increase in net assets resulting from operations
  $ 3,393,996     $ 2,075,699     $ 26,836,755     $ 7,551,627  
Weighted average shares outstanding
    92,302,446       22,102,008       81,887,209       16,525,646  
Basic/diluted net increase in net assets from operations per share (1)
  $ 0.04     $ 0.09     $ 0.33     $ 0.46  
 
(1)
Diluted and basic net increase in net assets from operations per share were equivalent in each period because there were no common stock equivalents outstanding in each period.
 
8.
Distributions
 
The Company's board of directors declared distributions for 26 record dates in the six months ended June 30, 2013. Declared distributions are paid monthly. The total of declared distributions and the sources of distribution payments for the six months ended June 30, 2013 are presented in the table below.


Declared Distributions
 
Per Share
   
Amount
   
Allocation
 
For three months ended March 31, 2013 (13 record dates)
  $ 0.20     $ 13,735,491        
For three months ended June 30, 2013 (13 record dates)
    0.19       17,807,154        
Total Declared Distributions for the six months ended June 30, 2013
  $ 0.39     $ 31,542,645       100.0 %
From Net Investment Income
  $ 0.19     $ 14,969,497       47.5  
From Realized Gains
    0.08       6,843,493       21.7  
Distributions in Excess of Net Investment Income
    0.12       9,729,655       30.8  
 
Sources of distributions, other than net investment income and realized gains, include the ordinary income component of prior year tax basis accumulated earnings and adjustments made to GAAP net investment income to arrive at taxable income available for distributions. The following table summarizes the primary sources of differences between net investment income and taxable income available for distributions that contribute to distributions in excess of net investment income for the six months ended June 30, 2013.
 
 
38

 
 
For the six months ended June 30, 2013
 
Amount
 
Ordinary income component of tax basis accumulated earnings
  $ 819,014  
Unearned performance-based incentive fee
    136,857  
Offering expenses
    2,646,680  
Net change in unrealized appreciation on total return swaps
    4,608,332  
Net change in unrealized appreciation on foreign currency forward contracts
    1,397,221  
Total(1)
  $ 9,608,104  
 
(1)
The above table does not present all adjustments to calculate taxable income available for distributions. A final determination of taxable income, taxable income available for distributions and the tax classifications of the 2013 calendar year paid distributions, is made annually at the end of the year.
 
On June 17, 2013, the Company’s board of directors declared distributions of $0.015004 per share per week for the time period beginning on July 2, 2013 through and including August 28, 2013. The distributions will be paid monthly.
 
9.           Share Transactions
 
On January 29, 2013 and May 7, 2013, the Company’s board of directors increased the public offering price per share of common stock under the Offering to $11.05 and $11.10, respectively, to ensure that the associated net offering price per share, exclusive of sales load, equaled or exceeded the net asset value per share on each subsequent subscription closing date and distribution reinvestment date.
 
The following table summarizes the total shares issued and proceeds received in connection with the Company’s Offering for the six months ended June 30, 2013 and June 30, 2012.

   
Six Months Ended June 30, 2013
   
Six Months Ended June 30, 2012
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Gross Proceeds from Offering
    39,284,016     $ 430,656,506       22,043,951     $ 236,694,465  
Commissions and Marketing Support Fees
          (39,777,914 )           (22,636,040 )
Net Proceeds to Company
    39,284,016       390,878,592       22,043,951       214,058,425  
Reinvestment of Distributions
    1,592,660       15,865,179       344,681       3,348,013  
Net Proceeds from Offering
    40,876,676     $ 406,743,771       22,388,632     $ 217,406,438  
Average Net Proceeds Per Share
 
$9.95
   
$9.71
 
 
As of June 30, 2013, the Company has sold 103,655,780 shares of common stock through the Offering, including reinvestment of distributions, for total gross proceeds of $1,117,886,989.
 
The Company conducts quarterly tender offers pursuant to its share repurchase program.  The Company currently limits the number of shares to be repurchased during any calendar year to the number of shares it can repurchase with the proceeds it receives from the issuance of shares of its common stock under its distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. The Company will limit repurchases in each quarter to 2.5% of the weighted average number of shares of common stock outstanding in the prior four calendar quarters. The Company’s board of directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice.
 
The following table is a summary of the share repurchases completed during the six months ended June 30, 2013:

Repurchase Date
 
Total Number of Shares Offered to Repurchase
   
Total Number of Shares Purchased
   
No. of Shares Purchased/ Total Offer
   
Price Paid per Share
   
Total Consideration
 
February 20, 2013
    785,106       84,074       11 %   $ 9.73     $ 818,045  
May 24, 2013
    1,158,737       68,788       6 %     9.91       681,687  
Total
    1,943,843       152,862       8 %           $ 1,499,732  
 
 
39

 
 
10.
Financial Highlights
 
The following per share data and financial ratios have been derived from information provided in the financial statements. The following is a schedule of financial highlights for one share of common stock during the six months ended June 30, 2013 and June 30, 2012.
 
   
Six Months Ended
 
OPERATING PERFORMANCE PER SHARE
 
June 30, 2013
   
June 30, 2012
 
Net Asset Value, Beginning of Period
  $ 9.75     $ 9.21  
Net Investment Income, Before Expense Support/ Reimbursement (1)
    0.19       0.20  
Expense Support/ Reimbursement (1)
    (0.01 )     0.09  
Net Investment Income (1)
    0.18       0.29  
Net Realized and Unrealized Gain (1)(2)
    0.21       0.42  
Net Increase Resulting from Investment Operations
    0.39       0.71  
Distributions from Net Investment Income (3)
    (0.19 )     (0.29 )
Distributions from Realized Gains (3)
    (0.08 )     (0.09 )
Distributions in Excess of Net Investment Income(3)(10)
    (0.12 )      
Net Decrease Resulting from Distributions to Common Shareholders
    (0.39 )     (0.38 )
Capital Share Transactions
               
Issuance of common stock above net asset value (4)
    0.03       0.10  
Repurchases of common stock (5)
           
Net Increase Resulting from Capital Share Transactions
    0.03       0.10  
Net Asset Value, End of Period
  $ 9.78     $ 9.64  
INVESTMENT RETURNS
               
Total Investment Return-Net Price (6)
    3.19 %      8.60 %
Total Investment Return-Net Asset Value (7)
    4.30 %      8.77 %
                 
RATIOS/SUPPLEMENTAL DATA (all amounts in thousands except ratios)
               
Net Assets, End of Period
  $ 1,012,022     $ 284,026  
Average Net Assets (8)
  $ 808,277     $ 158,526  
Average Credit Facility Borrowings(8)
  $ 217,535     $ 62,108  
Shares Outstanding, End of Period
    103,452       29,462  
Weighted Average Shares Outstanding
    81,887       16,526  
Ratios to Average Net Assets: (8)
               
Total Operating Expenses Before Expense Support/Reimbursement
    2.45 %     4.00 %
Total Operating Expenses After Expense Support/Reimbursement
    2.59 %     3.01 %
Net Investment Income
    1.85 %     3.06 %
Portfolio Turnover Rate
    32 %     16 %
Asset Coverage Ratio (9)
    6.00       4.64  
 
 
 
 
(1)
The per share data was derived by using the weighted average shares outstanding during the period.
 
(2)
The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the entire period may not agree with the change in the aggregate net realized and unrealized gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio securities.
 
(3)
The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the entire period; distributions per share are rounded to the nearest $0.01.
 
(4)
The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the end of the period.
 
 
40

 
 
 
(5)
The per share impact of the Company’s repurchase of common stock is a reduction to net asset value of less than $0.01 per share during the applicable period.
 
(6)
Total investment return-net price is a measure of total return for shareholders who purchased the Company’s common stock at the beginning of the period, including dividends declared during the period.  Total investment return-net price is based on (i) the purchase of one share at the public offering price, net of sales load, on the first day of the period, (ii) the sale at the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the cash payment for distributions payable, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company’s shares, then the terminal sales price per share is assumed to be equal to net asset value per share on the last day of the period. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares of common stock.
 
(7)
Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s common stock at the beginning and end of the period, including dividends declared during the period. Total investment return-net asset value is based on (i) the beginning period net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the value of distributions payable, if any, on the last day of the period. The total investment return-net asset value calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company’s shares, then terminal market value per share is assumed to be equal to net asset value per share on the last day of the period. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares of common stock.
 
(8)
The computation of average net assets and average credit facility borrowings during the period is based on the daily value of net assets and borrowing balances, respectively. Ratios are not annualized.
 
(9)
Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period. For purposes of the asset coverage ratio test applicable to the Company as a business development company, the Company regards the TRS total notional amount at the end of the period, less the total amount of cash collateral posted by Halifax Funding under the TRS, as a senior security for the life of the TRS. These data are presented in Note 4 of the condensed consolidated financial statements.
 
(10)
See Note 8 of the condensed consolidated financial statements for further insight into the sources of distributions that contribute to the occurrence of distributions in excess of net investment income.
 
 
 
41

 
 
11.
Revolving Credit Facilities and Borrowings
 
The following table presents summary information with respect to the Company’s outstanding credit facilities as of June 30, 2013.

Summary of Revolving Credit Facilities as of June 30, 2013
 
   
Deutsche Bank Credit Facility
   
BNP Credit Facility
 
Maturity
 
August 22, 2013 to February 11, 2015
   
June 29, 2014
 
Unused Commitment  Fee
 
0.50% to 0.75%
      0.55 %
Stated Interest Rate
 
L + 1.50% to 2.33%
      L+ 1.10%  
Borrowing Commitment Amount
  $ 340,000,000     $ 200,000,000  
Amount Borrowed as of June 30
    69,440,000       100,000,000  
Unused Borrowing Commitment Balance as of June 30
  $ 270,560,000     $ 100,000,000  
For the three months ended June 30, 2013:
               
Average Borrowings (1)
  $ 204,604,835     $ 68,421,053  
Direct Interest Expense
    1,085,710       46,727  
Unused Commitment Fees
    155,461       18,333  
Amortization of Deferred Financing Costs
    202,093       21,325  
Total Interest Expense
  $ 1,443,264     $ 86,385  
Weighted Average Interest Rate
    2.15 %     1.29 %
For the six months ended June 30, 2013:                
Average Borrowings (1)
  $ 210,352,597     $ 68,421,053  
Direct Interest Expense
    2,270,330       46,727  
Unused Commitment Fees
    155,814       18,333  
Amortization of Deferred Financing Costs
    328,708       21,325  
Total Interest Expense
  $ 2,754,852     $ 86,385  
Weighted Average Interest Rate
    2.19 %     1.29 %
 
(1)  Average borrowings for the BNP Credit Facility are calculated since the inception of the facility, or June 12, 2013.

Deutsche Bank Credit Facility

On February 11, 2013, CCT Funding, Deutsche Bank AG, New York Branch, (“Deutsche Bank”), and the other lenders party thereto entered into an amendment (the “Third Amendment”) to the multi-lender, revolving credit facility (“the Deutsche Bank Credit Facility”) that CCT Funding originally entered into with Deutsche Bank on August 22, 2011. Deutsche Bank is a lender and serves as administrative agent under the Deutsche Bank Credit Facility.

The Third Amendment amended the Deutsche Bank Credit Facility by providing for, among other things, the extension of a new tranche of loan commitments (the “Tranche D Loans”) permitting additional borrowings in an aggregate amount of up to $100,000,000. Pursuant to the Third Amendment, Healthcare of Ontario Pension Plan became a Lender under the Deutsche Bank Credit Facility. The Third Amendment reclassified the prior Tranche B Loans as the “Tranche B2 Loans” and the prior Tranche C Loans as the “Tranche B1 Loans.” As amended, loans under the Deutsche Bank Credit Facility will generally bear interest based on a three-month adjusted LIBOR (“Adjusted LIBOR”) for the relevant interest period (except with respect to the Tranche A Loans, which bear interest based on one-month Adjusted LIBOR), plus a spread. Upfront fees and unfunded commitment fees were also incurred with respect to the Tranche B1 Loans, Tranche B2 Loans and Tranche D Loans under the Third Amendment. As of June 30, 2013, the Company has incurred deferred financing costs of $1,338,036 in connection with arranging and amending the Deutsche Bank Credit Facility.

Under the Deutsche Bank Credit Facility, CCT Funding has made certain representations and warranties and it is required to comply with various covenants, reporting requirements and other customary requirements for credit agreements of this nature. As of June 30, 2013, management believes that the Company was in compliance with the covenants of the Deutsche Bank Credit Facility.

BNP Credit Facility

On June 4, 2013, the Company entered into a committed facility arrangement, which became effective on June 12, 2013, with BNP Paribas Prime Brokerage, Inc. (“BNP”) under which the Company may borrow up to $200,000,000. The BNP Credit Facility consists of a set of agreements (namely, a Committed Facility Agreement by and between the Company and BNP (the “BNP Credit Facility”), a U.S. Prime Brokerage Agreement by and between the Company and BNP and a Special Custody and Pledge Agreement by and among the Company, BNP and State Street Bank and Trust Company (the “Custodian”), each dated as of June 4, 2013), which are collectively referred to herein as the BNP Financing Agreements.
 
 
42

 
 
The Company pledges certain of its assets as collateral to secure borrowings under the BNP Credit Facility. The pledged assets may consist of U.S. cash, U.S. Government securities and other margin-eligible securities acceptable to BNP and the Custodian. Such pledged assets are held in a segregated custody account with the Custodian. The amount of assets required to be pledged by the Company is determined in accordance with the margin requirements described in the BNP Financing Agreements. The Company retains the benefits of ownership of the assets pledged to secure borrowings under the Financing Agreements. As of June 30, 2013, the Company has investments with a fair value of $159,345,198 pledged as collateral under the BNP Credit Facility. Interest is charged at the rate of one month LIBOR plus 1.10% and is payable monthly. The Company also pays an annual commitment fee of 0.55% on any unused commitment amounts. As of June 30, 2013, the Company has incurred deferred financing costs of $413,503 in connection with arranging the BNP Credit Facility.
 
In connection with the BNP Credit Facility, the Company has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. In addition to customary events of default and facility termination events, the BNP Financing Agreements contain the following additional facility termination events, among others: (a) the occurrence of a default, termination event or similar condition by the Company under third-party contracts above a specified value; (b) any change in BNP’s interpretation of applicable law that, in the reasonable opinion of external counsel to BNP, has the effect of impeding or prohibiting the arrangements under the BNP Financing Agreements; (c) specified material reductions in the Company’s net asset value, including if such net asset value declines at any month-end to less than 50% of its net asset value in effect as of the most recent fiscal year end; (d) any change in the Company’s fundamental investment policies; and (e) the termination of the investment management agreement with the Company’s investment advisor or if the Company’s investment advisor otherwise ceases to act as investment advisor of the Company and is not immediately replaced. The Company may terminate the BNP Credit Facility with 180 days’ notice. If certain margin and collateral requirements, minimum net assets or other covenants are not met, the BNP Credit Facility could be deemed in default and result in termination. Absent a default or facility termination event, BNP is required to provide the Company with 364 days’ notice prior to terminating or amending the BNP Credit Facility. As of June 30, 2013, management believes that the Company was in compliance with the covenants of the BNP Credit Facility.

Under the terms of the BNP Financing Agreements, BNP has the ability to borrow a portion of the pledged collateral (“Rehypothecated Securities”), subject to certain limits. The Company receives a fee from BNP in connection with any Rehypothecated Securities. The Company may designate any security within the pledged collateral as ineligible to be a Rehypothecated Security, provided there are eligible securities within the segregated custody account in an amount equal to the outstanding borrowings owed by the Company to BNP. The Company may recall any Rehypothecated Security at any time and BNP must, to the extent commercially reasonable, return such security or equivalent security within a commercially reasonable period. In the event BNP does not return the security, the Company will have the right to, among other things, apply and set off an amount equal to 100% of the then-current fair market value of such Rehypothecated Securities against any outstanding borrowings owed to BNP under the Financing Agreements. Rehypothecated Securities are marked-to-market daily and if the value of all Rehypothecated Securities exceeds 100% of the outstanding borrowings owed by the Company under the BNP Financing Agreements, BNP may either reduce the amount of Rehypothecated Securities to eliminate such excess or deposit into the segregated custody account an amount of cash equal to such excess. The Company will continue to receive interest and the scheduled repayment of principal balances on Rehypothecated Securities.
 
12.
Guarantees and Commitments
 
In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company has no such guarantees outstanding at June 30, 2013 and December 31, 2012. As of June 30, 2013, the Company’s unfunded commitments amounted to $20,150,000 for two loans associated with one portfolio company.
 
13.
Subsequent Events
 
On July 10, 2013, the Company filed its tender offer statement with the SEC on Schedule TO. The Company is offering to repurchase up to 1,596,287 shares of common stock at a cash price of $9.78 per share.
 
As of August 9, 2013, the total amount borrowed under the Company’s credit facilities was $334,440,000.
 
 
43

 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The information contained in this section should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we”, “our”, “us” and “our company” refer to Corporate Capital Trust, Inc.
 
STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
The following information contains statements that constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements generally are characterized by the use of terms such as “may,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: the current global economic downturn, increased direct competition, changes in government regulations or accounting rules, changes in local, national and global capital market conditions, our ability to obtain or access credit lines or credit facilities on satisfactory terms, changes in interest rates, availability of proceeds from our offering of shares, our ability to identify suitable investments, our ability to close on identified investments, inaccuracies of our accounting estimates, our ability to locate suitable borrowers to borrow from us on favorable terms to us, and the ability of such borrowers to make payments to us under their respective loans terms and conditions with us. Given these uncertainties, we caution you not to place undue reliance on such statements, which apply only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of our annual report on Form 10-K filing for the year ended December 31, 2012.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ.
 
Our critical accounting policies are described in the notes to the condensed consolidated financial statements. Accordingly see Note 2 to the condensed consolidated financial statements for a description of critical accounting policies. We consider these accounting policies critical because they involve management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
See Note 2 to the condensed consolidated financial statements for a description of recently issued accounting pronouncements. We do not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on our condensed consolidated financial statements.
 
EXECUTIVE OVERVIEW
 
We are a non-diversified closed-end management investment company that has elected to be treated as a business development company under the 1940 Act. Formed as a Maryland corporation on June 9, 2010, we are externally managed by CNL Fund Advisors Company (“CNL”) and KKR Asset Management LLC (“KKR”), collectively, the “Advisors”, which are responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Both Advisors are registered as investment advisers with the Securities and Exchange Commission (the “SEC”).  CNL also provides the administrative services necessary for us to operate.
 
We are currently selling shares of our common stock pursuant to a registration statement on Form N-2 (as amended and supplemented, the “Registration Statement”) covering our continuous public offering of up to 150 million shares of common stock for an approximate maximum offering amount of $1.6 billion (the “Offering”). The Registration Statement was declared effective by the SEC on April 4, 2011, at which point the Offering commenced.

 
44

 
 
On June 21, 2013, we filed a registration statement on Form N-2 (Registration No. 333-189544) with the SEC in connection with the proposed offering of up to 150 million shares of common stock (the “Follow-On Offering”). The Follow- On Offering will not commence until it is declared effective by the SEC. The terms of the Follow-On Offering are expected to be substantially the same as our Initial Offering; however, our board of directors may determine to revise the terms of the Follow-On Offering prior to its effectiveness, including the offering price per share of our common stock, the maximum number of shares to be registered in the offering or determine not to commence the offering.

Investment Objective and Investment Program
 
Our investment objective is to provide our shareholders with current income and, to a lesser extent, long-term capital appreciation. We intend to meet our investment objective by investing primarily in the debt of privately owned U.S. companies (also referred to as “portfolio companies”) with a focus on originated transactions sourced through the networks of our Advisors. A substantial portion of our portfolio consists of senior and subordinated debt, which we believe offer opportunities for superior risk-adjusted returns and income generation. Our debt investments may take the form of corporate loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by warrants, options or other forms of equity participation. We may also potentially purchase common or preferred equity interests in our portfolio companies.
 
As of June 30, 2013, our investment program consisted of two main components.  First, since the inception of our investment activities we have been engaged in the direct purchase of debt securities primarily issued by portfolio companies, and these debt securities were acquired through both secondary market and primary issuance transactions.  We refer to this investment component as our “Investment Portfolio” in this report. Second, beginning in November 2012, we have been increasing our economic exposure to portfolio companies by entering into a total return swap arrangement (“the TRS”) with a commercial bank counterparty and directing the creation of a portfolio of underlying corporate bonds and loans that serve as reference assets under the TRS. We refer to this investment component as our portfolio of TRS reference assets or “TRS Portfolio” in this report. In the case of our TRS Portfolio, we receive all: (i) realized income and fees and (ii) realized capital gains generated by TRS reference assets.  In return, we must pay quarterly to the TRS counterparty a payment consisting of: (i) realized capital losses and (ii) financing costs that are based on a floating interest rate and the notional amount of TRS reference assets.  At the end of the TRS contract life, we will receive additional economic benefit if the net value of the TRS Portfolio appreciates relative to its notional amount.  Conversely, we will be required to pay the counterparty the amount, if any, by which the net value of the portfolio of TRS reference assets declines relative to its notional amount. We do not own, or have physical custody of, the TRS reference assets. The TRS reference assets are not direct investments by us.
 
On May 23, 2013 we were granted exemptive relief by the SEC which expanded our ability to co-invest in privately negotiated transactions with other investment funds affiliated with KKR (the “Co-Investment Transactions”).    Accordingly, our Advisors are able to pursue and access investment opportunities where:
 
 
(i)
the business terms for investing debt and equity capital in the portfolio company are negotiated in all respects,
 
 
(ii)
KKR or one or more of its affiliates is directly sourcing and negotiating the business terms of the Co-Investment Transaction, and
 
 
(iii)
we can establish and liquidate our investment position alongside other investment funds that are managed by KKR or that represent affiliates of KKR.
 
Our Advisors expect that these Co-Investment Transactions will represent an increasing portion of the Investment Portfolio and therefore we can expect some of the following changes as a result of more emphasis on Co-Investment Transactions as another means to invest in the debt securities issued by portfolio companies:
 
 
·
An increase in the proportion of debt investments of portfolio companies that are originated directly by KKR and its affiliates as primary market negotiated transactions, and a commensurate reduction in the proportion of our portfolio that is comprised of debt investments that are acquired and liquidated through secondary market transactions, thereby altering the liquidity characteristics of our Investment Portfolio;
 
 
·
An increase in the average amount invested per portfolio company as a result of (i) a reduction in the overall number of portfolio companies held in the Investment Portfolio and (ii) the  likely increase in the average amount of capital that is committed to primary market negotiated transactions, including Co-Investment Transactions, thereby altering the investment diversification and concentration characteristics of our Investment Portfolio;
 
 
·
An increase in the number of investments and the proportion of our portfolio that will rely on valuation inputs that are unobservable and where initially there is little, if any, market activity for the Co Investment Transaction, thereby relying to a greater extent on the Company’s board of directors to determine in good faith the fair value of an increasing number of our investments, including Co-Investment Transactions in accordance with the our valuation policies and procedures;

 
45

 
 
 
·
The addition of new borrowing arrangements, including secured credit facilities and unsecured debt issuance, to finance Co-Investment Transactions with borrowed capital in addition to equity capital available to us, while adhering to the borrowing limitations that already apply to us and other business development companies pursuant to the 1940 Act.
 
 The level of our investment activity can and does vary substantially from period to period depending on many factors, including: the demand for debt from creditworthy privately owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the availability of credit to finance transactions, the general economic environment, the competitive investment environment for the types of investments we currently seek and intend to seek in the future, the amount of equity capital we raise from offering common stock in our company and the amount of capital we may borrow under our revolving credit facilities.
 
As a business development company, we are required to comply with certain regulatory requirements. For instance, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition of eligible portfolio company at the time of the follow-on investment.
 
Revenues
 
We generate revenue primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have an expected maturity of three to ten years, although we have no lower or upper constraint on maturity, and we typically earn interest at a fixed or floating rates. Interest on our debt securities is generally payable to us quarterly or semi-annually. In some cases, our debt investments may partially defer cash interest payments with payment-in-kind provisions. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment fees, origination fees, and fees for providing significant managerial assistance.  While the reference assets underlying the total return swap agreements generate interest income and fees, such amounts, net of the financing amounts we pay quarterly to the TRS counterparty, are recorded as realized gains pursuant to GAAP when payable to us.
 
Operating Expenses
 
Our primary operating expenses include the payment of a base management fee and, depending on our operating results, performance-based incentive fees, reimbursable expenses under the investment advisory agreement, interest expense and financing fees, amortization of deferred offering expenses, fund administrative expenses, and third-party expenses incurred under the administrative services agreement and custody/accounting agreements. The base management fee and performance-based incentive fees compensate the Advisors for their efforts and resources in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and investment transactions.

 
46

 
FINANCIAL AND OPERATING HIGHLIGHTS
 
At June 30, 2013 ($ in millions except per share data)
       
Total consolidated assets
$
1,409.92
 
Adjusted total assets (Total consolidated assets net of payable for investments purchased)
$
1,189.31
 
Investment in portfolio companies
$
1,139.12
 
Borrowings - credit facilities
$
169.44
 
Borrowings - TRS deemed senior securities
$
33.03
 
Net assets
$
1,012.02
 
Average net assets
$
808.28
 
Average credit facility borrowings
$
217.53
 
Net asset value per share
$
9.78
 
Leverage ratio (Borrowings/Adjusted total assets) as of June 30, 2013
 
17
%
Weighted average asset coverage ratio (six months ended June 30, 2013)
 
3.51
 
       
Portfolio Activity for the Six Months Ended June 30, 2013 ($ in millions except per share data)
       
Cost of investments purchased
$
785.21
 
Sales, principal payments and paydown proceeds
$
348.20
 
Net investment income
$
14.97
 
Net realized gains on investments, derivative instruments and foreign currency transactions
$
6.84
 
Net change in unrealized appreciation on investments, derivative instruments and foreign
currency translation
$
5.02
 
Net increase in net assets from operations
$
26.84
 
Total distributions declared
$
31.54
 
Net investment income before incentive fees per share
$
0.18
 
Net investment income per share
$
0.18
 
Earnings per share
$
0.33
 
Distributions declared per share outstanding for the entire period
$
0.39
 
       
Common Stock Offering Summary for the Six Months Ended June 30, 2013
       
(All amounts in millions except per share data)
       
Gross proceeds
$
430.66
 
Net proceeds to Company
$
406.74
 
Average net proceeds per share
$
9.95
 
Shares issued in connection with common stock offering
 
39.28
 
 
BUSINESS ENVIRONMENT
 
Over the second quarter of 2013 the market’s uncertainty regarding future U.S. monetary policy precipitated in a sell-off, and will likely continue to shape the performance of high yield bonds and bank loans over the remainder of the year.  Fundamentals and robust credit underwriting remain a priority as recent market driven volatility caused default rates to trend higher from their post credit-crisis lows.  In the second quarter, bond funds, which are more subject to interest-rate risk than loan funds, experienced outflows while capital inflows into loan funds remained steady.  While we expect that floating rate bank loans will remain a significant percentage of our portfolio, the backup in bond yields created an attractive re-entry point to selectively increase allocations to high yield bonds during the three months ended June 30, 2013. Further, market volatility and increasing merger and acquisition activity has begun to tilt investment yields back into lenders' favor and over the next few quarters we expect that proprietary deals of Co-Investment Transactions will be an increasing part of our investment strategy over the next few quarters.
 
The combination of interest rate increases and bond fund cash outflows led the bond market to losses this quarter while loans were less affected due to their floating rate nature and cash inflows into loan funds. The S&P Leveraged Loan Index, a measure of senior secured debt, increased 0.19% during the second quarter of 2013 and the Merrill Lynch High Yield Master II, a measure of subordinated debt, decreased 1.35% over the same period. Three-month LIBOR, a common base rate for loans, continued its descent in the second quarter by decreasing 1 basis point (“bps”) from last quarter and 19 bps from the same period last year, to finish the period at 0.27%. The five-year US Treasury note interest yield, a common benchmark for bond yield comparisons, continued its ascent by increasing 64 bps for the quarter and 69 bps over the trailing 12 months, to finish the period at 1.41%.
 
 
47

 
 
PORTFOLIO AND INVESTMENT ACTIVITY
 
Portfolio Investment Activity for the Three Months Ended June 30, 2013
 
The following table summarizes our investment activity for the three months ended June 30, 2013, excluding our short term investments.
 
   
Investment Activity Summary for the
Three Months Ended June 30, 2013 ($ in millions)
 
   
Investment Portfolio
   
TRS Portfolio
 
Total Fair Value
  $ 1,139.12     $ 138.82  
Incremental Investment Activity
  $ 549. 05     $ 100.24  
Investment Sales
  $ 238.98     $ 267.57  
No. Portfolio Companies
    98       30  
Portfolio Company Additions
    27       11  
Portfolio Company Exits
    57       54  
No. Debt Investments
    121       32  
Debt Investment Additions
    43       14  
Debt Investment Exits
    89       67  
No. Equity Investments
    1        
 
While the Investment Portfolio and the TRS Portfolio are accounted for, and presented as, two distinct portfolios, the two portfolios had 15 debt investment positions and 19 portfolio companies in common as of June 30, 2013. The fair value of our Investment Portfolio, excluding our short term investments, increased by 33% during the three months ended June 30, 2013 primarily due to an increase in equity capital available for investment; the fair value of our TRS Portfolio decreased by 60% during the same period, primarily due to a substantial deletion and liquidation of reference assets in the TRS Portfolio.  More importantly, the overall changes in the (i) the number of portfolio companies, (ii) the number of debt investments and (iii) the relative allocation of investment activity between the Investment Portfolio and the TRS Portfolio during the three months ended June 30, 2013 were the result of opportunistic harvesting of unrealized gains and portfolio strategic repositioning activities conducted by our Advisors that will allow us to invest in primary market negotiated Co-investment Transactions and other originated transactions. We invested $46.73 million in one Co-Investment Transaction during the three months ended June 30, 2013 (Polyconcept).
 
The following information consists of additional segmentation analysis of our Investment Portfolio and TRS Portfolio based on asset categories and debt investment characteristics. However, our investment program is not managed with any specific asset category target goals.
 
The next table summarizes the composition of our Investment Portfolio and our TRS Portfolio based on fair value as of June 30, 2013, excluding our short term investments.
 
   
Fair Value Summary As of June 30, 2013
 
Asset Category
  Investment Portfolio at Fair Value    
Percentage of
Investment Portfolio
   
TRS Portfolio
at Fair Value
   
Percentage of
TRS Portfolio
 
Senior debt securities:
                               
First lien
  $ 478,373,824       42.0   $ 70,882,995       51.1 %
Second lien
    325,117,803       28.5       22,547,962       16.2  
Secured bonds
    9,053,309       0.8       7,007,904       5.1  
Total senior debt securities
    812,544,936       71.3       100,438,861       72.4  
Subordinated debt securities
    325,955,313       28.6       38,382,047       27.6  
Total debt securities
    1,138,500,249       99.9       138,820,908       100.0  
Common stock
    623,982       0.1              
Total
  $ 1,139,124,231       100.0 %   $ 138,820,908       100.0 %
 
 
48

 
The next table summarizes the composition of our Investment Portfolio based on amortized cost and the TRS Portfolio based on notional amount as of June 30, 2013. The primary investment concentrations include (i) senior debt and (ii) subordinated debt securities. The debt investments in our Investment Portfolio were purchased at an average price of 99.6% of par value.
 
    Investment Portfolio Cost and TRS Notional Amount Summary As of June 30, 2013  
 
Asset Category
 
Investment Portfolio at
Amortized Cost
   
Percentage of
Investment Portfolio
   
TRS Portfolio at
Notional Amount
   
Percentage of
TRS Portfolio
 
Senior debt securities:
                       
First lien
  $ 476,717,445       42.0 %   $ 71,240,759       50.5 %
Second lien
    321,439,329       28.4       22,190,964       15.8  
Secured bonds
    8,772,522       0.8       7,105,480       5.0  
Total senior debt securities
    806,929,296       71.2       100,537,203       71.3  
Subordinated debt securities
    326,475,384       28.8       40,438,595       28.7  
Total debt securities
    1,133,404,680       100.0       140,975,798       100.0  
Common stock
    448,908       0.0              
Total
  $ 1,133,853,588       100.0 %   $ 140,975,798       100.0 %
 
The next table presents a summary of interest rate and maturity statistics for the debt investments, based on par value, in our Investment Portfolio and the TRS Portfolio as of June 30, 2013.
 
   
Investment Portfolio as of
 
TRS Portfolio as of
Floating interest rate debt investments:
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
Percent of portfolio
    60.5
%
    57.8
%
    58.8
%
    74.2
%
Percent of floating rate debt investments with interest rate floors
    88.0
%
    87.3
%
    100.0
%
    87.0
%
Weighted average interest rate floor
    1.2
%
    1.3
%
    1.2
%
    1.2
%
Weighted average coupon spread
    673
bps
    595
bps
    528
bps
    433
bps
Weighted average years to maturity
    5.5       5.2       2.0       5.8  
                                 
Fixed interest rate debt investments:
                               
Percent of portfolio
    39.5
%
    42.2
%
    41.2
%
    25.8
%
Weighted average coupon rate
    9.8
%
    9.5
%
    7.3
%
    8.3
%
Weighted average years to maturity
    5.6       5.6       7.4       7.0  
 
All of our floating interest rate debt investments have index reset frequencies of less than twelve months with the majority resetting at least quarterly.  The three-month LIBOR, the most prevalent index employed among our floating interest rate debt investments, ranged between 0.272% and 0.282% during the three months ended June 30, 2013 and the terminal value was 0.273% on June 28, 2013.
 
 
49

 
 
As of June 30, 2013, our Investment Portfolio of 98 portfolio companies was diversified across 21 industry classifications, as compared to our Investment Portfolio as of December 31, 2012 that consisted of 126 portfolio companies diversified across 23 distinct industry classifications.  As of June 30, 2013, the TRS Portfolio consisted of 30 portfolio companies diversified across 14 distinct industry classifications, as compared to our TRS Portfolio as of December 31, 2012 that consisted of 47 portfolio companies diversified across 18 distinct industry classifications. The next table presents a diversification summary of our Investment Portfolio and TRS Portfolio arranged by industry classifications at June 30, 2013 and December 31, 2012.
 
   
Investment Portfolio as of
   
TRS Portfolio as of
 
Industry Classification
 
June 30, 2013
   
December 31, 2012
   
June 30, 2013
   
December 31, 2012
 
Software & Services
    12.4 %     9.1 %     13.4 %     15.6 %
Media
    10.6       11.0       6.8       13.8  
Technology Hardware & Equipment
    10.5       7.8       17.2       2.4  
Insurance
    9.8       6.2       1.7       1.8  
Materials
    9.4       9.9       5.8       3.7  
Consumer Durables & Apparel
    8.1       1.0       1.9       0.9  
Capital Goods
    7.8       13.7       7.1       15.0  
Retailing
    5.1       9.2       7.4       2.6  
Food, Beverage & Tobacco
    5.0       1.3       10.5        
Health Care Equipment & Services
    3.7       6.2       6.6       7.7  
Telecommunication Services
    3.6       4.1       11.0       8.2  
Consumer Services
    2.6       3.7             5.4  
Remaining Industries
    11.4       16.8       10.6       22.9  
Total
    100.0 %     100.0 %     100.0 %     100.0 %
 
Our Investment Portfolio may contain loans that are in the form of lines of credit, unfunded delayed draw loan commitments or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of June 30, 2013, we had two unfunded loan commitments (one portfolio company) that totaled $20,150,000.  We maintain sufficient liquidity in the form of cash on hand, cash proceeds from unsettled liquidated investments, and borrowing capacity under our revolving credit facilities to fund such unfunded loan commitments should the need arise.
 
We neither “control” nor are we an “affiliated person” (each as defined in the 1940 Act) of any of our portfolio companies. Under the 1940 Act, we generally would be presumed to “control” a portfolio company if we own beneficially, either directly or through one or more controlled companies, 25% or more of its voting securities; and generally would be an “affiliated person” of a portfolio company if we directly or indirectly own or otherwise control 5% or more of its voting securities
 
LIQUIDITY AND CAPITAL RESOURCES
 
Offering of Common Stock
 
On June 23, 2010, we filed our Registration Statement with the SEC to register the Offering. The Offering, which relates to the offer and sale on a continuous basis of up to 150 million of shares of common stock, commenced on April 4, 2011 when the Registration Statement was declared effective. We raised net proceeds of $220.29 million and $406.74 million during the three and six months ending June 30, 2013, respectively. As of June 30, 2013, we have raised net proceeds of $1,015.87 million through the sale of 103.66 million shares of common stock since we commenced our Offering, including the reinvestment of distributions into shares of our common stock.
 
Credit Facilities
 
We borrow funds to invest alongside the equity capital proceeds of our Offering to increase our investment positions in portfolio companies and to further diversify the number of portfolio company investment positions. We may issue “senior securities,” including borrowing money from banks or other financial institutions only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing incurrence or issuance of our corporate debt securities, if any.
 
In 2011, our wholly-owned special purpose financing subsidiary CCT Funding LLC (“CCT Funding”) entered into a revolving credit facility agreement as amended, the “Deutsche Bank Credit Facility”) with Deutsche Bank AG, New York Branch (“Deutsche Bank”). At the time CCT Funding initially entered into the Deutsche Bank Credit Facility, Deutsche Bank was the sole initial lender. On February 11, 2013, CCT Funding, Deutsche Bank and a second lender entered into an amendment (the “Third Amendment”) to the Deutsche Bank Credit Facility.  The Third Amendment amended the Deutsche Bank Credit Facility by providing for, among other things, the extension of a new tranche of loan commitments (the “Tranche D Loans”) permitting additional borrowings in an aggregate amount of up to $100.00 million. Pursuant to the Third Amendment, Healthcare of Ontario Pension Plan became a Lender under the Deutsche Bank Credit Facility.
 
CCT Funding has appointed us to manage its investment portfolio pursuant to the terms of an investment management agreement. CCT Funding’s obligations to the lenders under the Deutsche Bank Credit Facility are secured by a first priority security interest in substantially all of the assets of CCT Funding. The obligations of CCT Funding under the revolving credit facility are non-recourse to us. Approximately 66% of our total Investment Portfolio, including money market investments, was held as collateral at CCT Funding under the Deutsche Bank Credit Facility as of June 30, 2013.
 
 
50

 
 
The Deutsche Bank Credit Facility currently provides for borrowings in an aggregate amount up to $340.00 million.  We have incurred costs of $1.34 million in connection with arranging and amending the Deutsche Bank Credit Facility, primarily consisting of upfront commitment and legal fees.  We have recorded these costs as deferred financing costs on our condensed consolidated statement of assets and liabilities and we amortize these costs to interest expense over the life of the credit facility.  As of June 30, 2013, $0.82 million of such deferred financing costs had yet to be amortized to interest expense.
 
As of June 30, 2013, $69.44 million was borrowed and outstanding as Tranche A Loans. The unused commitment balances were $5.56 million, $65.00 million, $100.00 million and $100.00 million under the Tranche A Loans, Tranche B1 Loans, Tranche B2 Loans and Tranche D Loans commitments, respectively. For the three months and six months ending June 30, 2013, our all-in cost of financing for the Deutsche Bank Credit Facility, including fees and expenses, was 2.86% and 2.66%, respectively.
 
On June 4, 2013, we entered into a committed facility arrangement (the “BNP Credit Facility”), which became effective on June 12, 2013, with BNP Paribas Prime Brokerage, Inc. (“BNP”) under which we may borrow up to $200 million.  The BNP Credit Facility is secured by certain assets in our portfolio that have been pledged as collateral.  The amount of assets that we are required to pledge is determined in accordance with the margin requirements of the BNP Credit Facility. Approximately 13% of our total Investment Portfolio, including money market investments, was pledged as collateral under the BNP Credit Facility as of June 30, 2013. Interest is charged at the annual rate of one month LIBOR plus 1.10% and is payable monthly. The Company also pays an annual commitment fee of 0.55% on any unused commitment amounts.
 
As of June 30, 2013, $100.00 million was borrowed and outstanding under the BNP Credit Facility. For the three months and six months ending June 30, 2013, our all-in cost of financing for the BNP Credit Facility, including fees and expenses, was 2.46%. We have incurred costs of $0.41 million in connection with arranging the BNP Credit Facility, primarily consisting of upfront commitment and legal fees.  We have recorded these costs as deferred financing costs on our condensed consolidated statement of assets and liabilities and we amortize these costs to interest expense over the initial term of the credit facility.  As of June 30, 2013, $0.39 million of such deferred financing costs had yet to be amortized to interest expense.
 
As of June 30, 2013, the ratio of total credit facility borrowings-to-adjusted total assets was 14%. (Adjusted total assets is equal to total consolidated assets excluding payable for investments purchased.) We will continue to draw on the revolving credit facilities and combine borrowed funds with equity capital to increase and expand our investment positions in portfolio companies. Additionally, we may further increase the aggregate borrowing commitment in the future beyond the current amount of $540.00 million that is available to us from two revolver credit facilities, and/or we may add additional credit arrangements.  See “Note 11 Revolving Credit Facilities and Borrowings” in our condensed consolidated financial statements for additional disclosures regarding our credit facilities.
 
Total Return Swaps
 
On November 15, 2012, Halifax Funding LLC, (“Halifax Funding”) our wholly-owned, special purpose financing subsidiary, entered into a TRS arrangement with The Bank of Nova Scotia (“BNS”).  Our TRS arrangement with BNS consists of a set of agreements (namely, an ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, by and between Halifax Funding LLC and BNS, and a Confirmation Letter Agreement by and between Halifax Funding and BNS, and a tri-party custodian agreement between Halifax Funding and BNS and The Bank of Nova Scotia Trust Company of New York , each dated as of November 15, 2012), and are collectively referred to herein as the TRS Agreements. Under the terms of the TRS Agreements, each reference asset in the TRS portfolio constitutes a separate total return swap transaction, although all calculations, payments and transfers required to be made under the TRS are calculated and treated on an aggregate basis, based upon all such transactions.
 
Pursuant to the terms of the TRS Agreements, Halifax Funding may select single-name corporate loans and bonds and create a TRS portfolio with a maximum aggregate notional amount of $500.00 million. Halifax Funding is required to initially cash collateralize a specified percentage of each loan or bond (generally, at least 40% of the notional amount of such loan or bond) in accordance with margin requirements stipulated in the TRS Agreements.
 
Pursuant to Halifax Funding’s limited liability company operating agreement, we act as the manager of Halifax Funding and exercise Halifax Funding’s rights under the TRS, including selecting the specific loans or bonds to be included in, or deleted from, the TRS Portfolio. The loans and/or bonds selected by Halifax Funding for purposes of inclusion in the TRS Portfolio are selected by us in accordance with our investment objective.  Each selected loan or bond, and the TRS Portfolio taken as a whole, must also meet criteria described in the TRS Agreements.  BNS, as calculation agent, determines whether each loan or bond complies with the TRS portfolio criteria. Halifax Funding receives quarterly from BNS all collected interest and fees from the portfolio of TRS reference assets. Halifax Funding pays to BNS interest at a rate equal to the three-month LIBOR+0.80% per annum if the initial investment amount (i.e., posted cash collateral) equals or exceeds 50% of the notional amount, or three-month LIBOR+1.00% if the initial investment amount is less than 50% of the TRS notional amount. In addition, upon the sale or repayment of any TRS reference asset, Halifax Funding will either receive from BNS the realized gain in the value of such reference asset relative to its notional amount, or pay to BNS any realized loss in the value of the reference asset relative to its notional amount.  The required amount of collateral may exceed 50% of the notional amount in the event that reference asset(s) or groupings of assets exceed certain portfolio concentration threshold.
 
 
51

 
 
Under the terms of the TRS Agreements, Halifax Funding may be required to post additional collateral, on a dollar-for-dollar basis, in the event of depreciation in the value of the portfolio of TRS reference assets after such value decreases below a specified amount. The minimum additional collateral that Halifax Funding is required to post pursuant to the TRS Agreements is equal to the amount required to ensure that the value of the TRS credit support is equal to 25% of the value of the TRS Portfolio.
 
The obligations of Halifax Funding under the TRS Agreements are non-recourse to us and our exposure under the TRS Agreements is limited to the amount of collateral that is posted pursuant to the terms of the TRS Agreements. We have no contractual obligation to post any collateral or to make any payments on behalf of Halifax Funding to BNS.  We may, but are not obligated to, increase our equity capital investment in Halifax Funding for the purpose of funding any additional collateral or payment obligations for which Halifax Funding may become obligated during the term of the TRS Agreements. If we do not make any such additional equity capital investment in Halifax Funding and Halifax Funding fails to meet its obligations under the TRS Agreements, then BNS will have the right to terminate the TRS Agreements and seize the collateral posted by Halifax Funding. In the event of an early termination of the TRS, Halifax Funding would be required to pay an early termination fee.
 
All collateral required to be posted under the TRS Agreements is held in the custody of The Bank of Nova Scotia Trust Company of New York, as custodian (the “Custodian”). The Custodian will maintain and perform certain custodial services with respect to the collateral pursuant to a custodian agreement (the “BNS Custodian Agreement”) among us, Halifax Funding, BNS, and the Custodian. The BNS Custodian Agreement and the obligations of the Custodian will continue until BNS has notified the Custodian in writing that all obligations of the Halifax Funding under the TRS Agreements have been satisfied.
 
In connection with the TRS Agreements, Halifax Funding has made customary representations and warranties and is required to comply with various covenants, financial reporting requirements and other customary requirements for similar facilities. In addition to customary events of default and termination events, the TRS Agreements contain the following additional termination events, among others: (a) the occurrence of an event that materially and adversely affects us and that BNS reasonably believes could also materially impair Halifax Funding’s ability to perform its obligations under the TRS Agreements; (b) a regulatory or judicial authority’s initiation of a proceeding for financial fraud or criminal wrongdoing against us that is reasonably likely to adversely impact the risk profile of an investment in or loan to Halifax Funding; (c) specified material reductions in Halifax Funding’s net asset value, including if, at any time, such net asset value declines to less than 50% of its net asset value in effect either as of the last day of the preceding calendar year or as of the date of the TRS Agreements; (d) Halifax Funding’s material amendment to, or material failure to comply with, its investment strategies or restrictions, to the extent that, in light of such amendment or non-compliance, BNS reasonably expects Halifax Funding to be unable to observe its obligations under the TRS Agreements; and (e) if, at any time, out of a group of seven specifically identified key KKR personnel, fewer than four continue to be partners, members, directors or employees of KKR or serve investment or risk assessment roles in respect of KKR.
 
For purposes of the asset coverage ratio test applicable to us under the 1940 Act as a business development company, we treat the difference between (i) the TRS notional amount, and (ii) the actual amount of cash collateral posted by Halifax Funding under the TRS, as a senior security for the life of the TRS Agreements. Further, for purposes of determining our compliance with the 70% qualifying asset requirement of Section 55(a) under the 1940 Act, we treat a TRS reference asset as a qualifying asset if the obligor associated with the TRS reference asset is an eligible portfolio company and as a non-qualifying asset if the obligor is not an eligible portfolio company.
 
 
52

 
 
Distributions Paid and Declared
 
We pay our monthly distributions in the form of cash. Shareholders may elect to reinvest their distributions as additional shares of our common stock under our distribution reinvestment plan. Any distributions reinvested under our distribution reinvestment plan remain taxable to the U.S. shareholder.
The following table reflects the cash distributions per share and the total amount of distributions that we have declared on our common stock during the three and six months ended June 30, 2013:
 
   
Per Share
 
Amount
For the three months ended June 30, 2013
 
$
0.195052
   
$
17,807,1544
 
For the six months ended June 30, 2013
   
0.390104
     
31,542,6455
 
 
Approximately 50% of the distributions we paid in the six-month period ended June 30, 2013 were reinvested in shares of our common stock at the prevailing net offering price per share at the time of distribution payments and represent an additional source of capital to invest in portfolio companies. See Note 8 to the condensed consolidated financial statements for a discussion of the sources of distributions on a GAAP basis.  Paid distributions that exceed taxable income available for distributions are recorded as a return of capital to our shareholders and that final determination is conducted after the end of the calendar year.  The next table presents potential additional sources of taxable income available for distributions, estimated as of June 30, 2013; events subsequent to June 30, 2013 may materially alter the year-end book-tax adjustments that ultimately determine the sources of required and paid distributions.
 
For the six months ended June 30, 2013
 
Amount
($ millions)
 
Ordinary income component of tax basis accumulated earnings
 
$
0.82
 
Unearned performance-based incentive fees
   
0.14
 
Offering expenses
   
2.64
 
Net change in unrealized appreciation on total return swaps
   
4.61
 
Net change in unrealized appreciation on foreign currency forward contracts
   
1.40
 
Total of other sources available for distributions (1)
 
$
9.61
 
 
(1)
The above table does not present all adjustments to calculate taxable income available for distributions.  The final determination of taxable income, as well as the tax classifications of the 2013 calendar year paid distributions, is made annually at the end of the year. See Note 8 to the condensed consolidated financial statements.
 
We estimate that 99.5% of our distributions paid in the six months ended June 30, 2013 were covered by estimated taxable income available for distributions.  We routinely disclose the sources of paid distributions to our shareholders on periodic reports that accompany (i) quarterly account statements and (ii) monthly distribution checks that are prepared and directly sent by our transfer agent to our shareholders. We do not expect to use equity capital or borrowed funds to pay distributions to shareholders nor do we expect our shareholders to incur a return of capital on a tax basis in connection with paid distributions for the full 2013 calendar year.
 
On June 17, 2013, our board of directors declared a distribution of $0.015004 per share for nine record dates beginning July 2, 2013 and ending on August 27, 2013. The distributions will be paid to shareholders at the end of each month.
 
RESULTS OF OPERATIONS
 
RESULTS COMPARISONS FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012
 
Set forth below are our results of operations for the three months ended June 30, 2013 and June 30, 2012. The growth of our Investment Portfolio since June 30, 2012 is primarily due to  the increase in equity capital from our Offering, and this increase in both (i) capital available for investment, including borrowed funds, and (ii) investment activity contributed to significant increases in investment income, operating expenses, net investment income and net assets between the comparative periods, as discussed below.
 
Investment income
 
Investment income for the three months ended June 30, 2013 and 2012 was $20.53 million and $6.25 million, respectively.  The largest component of investment income was interest income of $19.50 million and $6.25 million for the three months ended June 30, 2013 and 2012, respectively. The increase in interest income is due primarily to the growth of our Investment Portfolio over the last year. Incremental amounts of equity capital that we received as net proceeds from our Offering on a weekly basis were deployed throughout the three-month period ended June 30, 2013 in the acquisition of investment securities issued by portfolio companies. We also generated fee income of $0.93 million during the three months ended June 30, 2013, earned as structuring service fees in connection with Co-Investment Transactions. We did not earn any fee income during the three months ended June 30, 2012. We expect our Investment Portfolio to continue to grow during the remainder of 2013 and, accordingly, we believe that reported investment income for the three months ended June 30, 2013 is not representative of our stabilized performance or our future performance. We expect further increases in investment income in future periods due to (i) an increasing proportion of investments held for the entire period relative to the proportion of incremental net investment activity during each quarter, (ii) a growing base of investments in portfolio company that we expect to result from the expected increases in equity capital available to us for investment purposes from our Offering and (iii) additional structuring service fees that may be earned on Co-Investment Transactions. The interest income earned by the TRS reference assets is not included in investment income in the condensed consolidated statements of operations, but rather it is included in the fair value of the TRS, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement payments.
 
 
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Operating expenses
 
Our total operating expenses were $6.97 million and $3.13 million for the three months ended June 30, 2013 and 2012, respectively. Our operating expenses included $6.49 million and $1.62 million in base management fees attributed to the investment advisory services of our Advisors for the three months ended June 30, 2013 and 2012, respectively. Our Advisors are also eligible to receive incentive fees based on performance. We recorded a reduction in performance-based incentive fee expense of $4.07 million and $0.34 million for the three months ended June 30, 2013 and 2012, respectively. This expense reduction was directly attributable to our net realized and unrealized loss of approximately $10.17 million and $1.64 million in the three months ended June 30, 2013 and 2012, respectively, since our accrual for incentive fees on capital gains tracks the overall changes in our realized and unrealized gains (losses). Additionally, we recently implemented a change in the computation of performance-based incentive fees that effectively reduces the amount of incentive fees on capital gains that the Advisors can earn from the TRS investment and this change partly contributed to a reduction in performance incentive fees in the three months ended June 30, 2013.  As discussed in “Note 6. Agreements and Related Party Transactions” in our condensed consolidated financial statements, the calculation of performance-based incentive fees disregards any net realized and unrealized gains associated with the TRS interest spread.  See the Results Comparisons for the Six Months Ended June 30, 2013 and 2012 for a discussion of whether the cumulative performance-based incentive fees were earned and payable to our Advisors.
 
We recorded interest expense of $1.54 million and $0.51 million for the three months ended June 30, 2013 and 2012, respectively, primarily in connection with borrowings under our revolving credit facilities. The increase in interest expense is attributable to the increase in our weighted average debt outstanding to $218.89 million during the three months ended June 30, 2013 as compared to $66.62 million during the three months ended June 30, 2012.
 
Our other operating expenses for the three months ended June 30, 2013 and 2012 include $1.55 million and $0.08 million in offering expense, $0.48 million and $0.26 million in administrative services expenses, $0.32 million and $0.35 million in professional services expense, $0.13 million and $0.03 million in custodian and accounting fees, $0.08 million and $0.05 million in director fees and expenses and $0.45 million and $0.20 million in other expenses, respectively.  We also incurred organization expenses of $0.37 million during the three months ended June 30, 2012.
 
As our asset base and number of shareholders have grown, our general and administrative expenses have increased accordingly, but at a slower rate compared to the growth rate in the asset base. We expect certain variable operating expenses to continue to increase due to the anticipated growth in the size of our asset base and the number of active shareholder accounts. During the three months ended June 30, 2013, the annualized ratio of core operating expenses (excluding investment advisory fees, interest expense and reimbursement of organization and offering expenses, and including net expense support) to average net assets was 0.65%, as compared to 1.26% for the three months ended June 30, 2012.  A significant portion of operating expenses for the three months ended March 31, 2012 was offset by the Advisors’ Expense Support Payments (as defined and discussed below under “—Contractual Obligations —Expense Support Agreement”). Incentive fees and interest expense, among other things, may also increase or decrease our overall operating expenses and expense ratios relative to comparative periods depending on portfolio performance, an increase or reduction in borrowed funds, and changes in LIBOR base interest rates, among other factors.
 
Expense Support Payments and Reimbursement Payments - Expense Support Payments from the Advisors were $0.63 million and we accrued $0.30 million as probable Reimbursement Payment obligation for the three months ended June 30, 2012. The provisions of the Expense Support Agreement that provide for Expense Support Payments from the Advisors to us were not extended beyond June 30, 2012, and therefore there were no Expense Support Payments from the Advisors for the three months ended June 30, 2013.  Additionally, we paid $1.83 million and accrued $1.14 million for the three months ended March 31, 2013 as probable Reimbursement Payment obligation relative to the cumulative Expense Support Payments of $2.97 million. Accordingly, our payments and accrual of Reimbursement Payments equals 100% of cumulative Expense Support Payments as of June 30, 2013 and there were no further accruals of Reimbursement Payments during the three months ended June 30, 2013.  (See “—Contractual Agreements, —Expense Support Agreement,” below for further details about the Expense Support Agreement. Also see “Note 6. Agreements and Related Party Transactions” included within our condensed consolidated financial statements for additional disclosures regarding the Expense Support Payments and Reimbursement Payments.)

 
54

 
Net investment income
 
Our net investment income totaled $13.57 million ($0.15 per share) and $3.71 million ($0.17 per share) for the three months ended June 30, 2013 and 2012, respectively. The primary drivers of variation in net investment income per share are (i) the significant decrease in performance-based incentive fees during the three month period ended June 30, 2013 and (ii) the receipt of expense support payments from Advisors in the three months ended June 2012.  The decline in net investment income per share can also be partly attributed to the TRS Portfolio, which is not a contributor to GAAP net investment income since the  TRS Portfolio collected and accrued interest income and TRS financing charges are included in the TRS fair value, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement payments.  The table below shows net investment income and net investment income per share for the three months ended June 30, 2013 and 2012, before the effects of unearned performance-based incentive fees and expense support, which we refer to as adjusted net investment income (non-GAAP).
 
   
For the three months ended June 30, ($ millions)
   
2013
   
2012
 
Net Investment Income (GAAP)
  $ 13.57     $ 3.71  
Unearned performance-based incentive fees
    (4.07 )     (0.34 )
Reimbursement of expense support
          0.03  
Expense support
          (0.63 )
Adjusted Net Investment Income (non-GAAP)
  $ 9.50     $ 2.77  
Net Investment Income Per Share
  $ 0.15     $ 0.17  
Adjusted Net Investment Income Per Share
  $ 0.10     $ 0.13  
 
Net realized gain
 
We sold investments and received principal payments of $238.98 million and $17.68 million, respectively, during the three months ended June 30, 2013, from which we realized net gains of $3.58 million.  Our net realized gain on derivative instruments of $1.78 million for the three months ended June 30, 2013 was comprised of a $2.29 million realized gain on the TRS and a $0.51 million realized loss on foreign currency forward contracts.  The net realized loss on foreign currency transactions was an additional $0.41 million. We sold investments and received principal payments of $17.27 million and $7.03 million, respectively, during the three months ended June 30, 2012, from which we realized a net gain of $0.54 million.  We also realized a net gain on foreign currency transactions of $0.05 million during the three months ended June 30, 2012.
 
Net unrealized appreciation or depreciation
 
For the three months ended June 30, 2013, the net change in unrealized depreciation on investments totaled $14.47 million, the net change in unrealized depreciation on derivative instruments totaled $0.63 million and the net change in unrealized depreciation on foreign currency translation totaled $0.02 million. The change in unrealized appreciation on investments was primarily driven by price declines in our fixed rate debt investments, which resulted from an increase in the US Treasury note interest yield and commensurate expansion in required yield on high yield bonds.  The net change in unrealized depreciation on derivative instruments consisted of net unrealized depreciation on the TRS Portfolio of $1.87 million and net unrealized appreciation on foreign currency forward contracts of $1.24 million.  The net change in TRS unrealized depreciation consisted of (i) spread interest income of $1.82 million, (ii) an increase in realized gains on the TRS reference assets of $2.87 million and (iii) unrealized depreciation on the TRS reference assets of $6.56 million.  For the three months ended June 30, 2012, there was a decrease in net unrealized depreciation of $2.22 million, comprised of a change in net unrealized depreciation on investments of $2.10 million and a change in net unrealized depreciation on foreign currency translation $0.12 million.
 
Net increase in net assets resulting from operations
 
For the three months ended June 30, 2013 and 2012, the net increase in net assets resulting from operations was $3.39 million and $2.08 million, respectively.
 
 
55

 
 
RESULTS COMPARISONS FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
 
Investment income
 
Investment income for the six months ended June 30, 2013 and 2012 was $35.88 million and $9.63 million, respectively.  The largest component of investment income was interest income of $34.74 million and $9.62 million for the six months ended June 30, 2013 and 2012, respectively. The increase in investment income is due primarily to the growth of our Investment Portfolio over the last year. Incremental amounts of equity capital that we received as net proceeds from our Offering on a weekly basis were deployed throughout the six-month period ended June 30, 2013 in the acquisition of investment securities issued by portfolio companies. We also generated fee income of $0.95 million during the six months ended June 30, 2013, in the form of structuring service fees earned on Co-Investment Transactions.  We did not earn any fee income during the six months ended June 30, 2012. We expect our Investment Portfolio to continue to grow during the remainder of 2013 and, accordingly, we believe that reported investment income for the six months ended June 30, 2013 is not representative of our stabilized performance or our future performance. We expect further increases in investment income in future periods due to (i) an increasing proportion of investments held for the entire period relative to the proportion of incremental net investment activity during each quarter, (ii) a growing base of portfolio company investments that we expect to result from the expected increases in equity capital available to us for investment purposes from our Offering and borrowed capital, and (iii) additional structuring service fees earned on Co-Investment Transactions. The interest income earned by the TRS reference assets is not included in investment income in the condensed consolidated statements of operations, but rather it is included in the TRS fair value, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement payments.
 
Operating expenses
 
Our total operating expenses were $19.78 million and $6.34 million for the six months ended June 30, 2013 and 2012, respectively. Our operating expenses included $11.35 million and $2.52 million in base management fees attributed to the investment advisory services of our Advisors for the six months ended June 30, 2013 and 2012, respectively. Our Advisors are also eligible to receive incentive fees based on performance. We recorded performance-based incentive fee expense of $0.14 million and $0.53 million for the six months ended June 30, 2013 and 2012, respectively. Additionally, we recently implemented a change in the computation of performance-based incentive fees that effectively reduces the amount of incentive fees on capital gains that the Advisors can earn from the TRS investment. As discussed in “Note 6. Agreements and Related Party Transactions” in our condensed consolidated financial statements, the calculation of performance-based incentive fees disregards any net realized and unrealized gains associated with the TRS interest spread. A portion of performance-based incentive fees on capital gains is accrued with respect to net unrealized appreciation in our investment portfolio and derivative instruments, although no such performance-based incentive fee on capital gains with respect to such net unrealized appreciation is payable by us unless and until the net unrealized appreciation is actually realized in a cumulative amount that exceeds any unrealized depreciation that is recorded in our investment portfolio. The actual amount of performance-based incentive fees that are due and payable to the Advisors is determined at the end of the calendar year.  As of December 31, 2012 the Advisors had not received, nor earned, any payment of incentive fees on capital gains since the inception of the Company.
 
 
The following table illustrates that none of the recorded incentive fee on capital gains would potentially be payable to the Advisors if (i) the cumulative net realized gains were to remain unchanged, and (ii) the unrealized depreciation in the investment portfolio was to remain unchanged through the end of the current year.  However, the relativity between Cumulative net realized gains and unrealized depreciation have the potential to change materially based on subsequent investment disposition activity and changes in market values of investments contributing to unrealized depreciation in the portfolio.
 
As of June 30, 2013
 
Amount
($ millions)
 
Cumulative net realized gains since inception (a)
 
$
7.05
 
Less: Unrealized depreciation in investment portfolio (b)
   
11.11
 
Excess cumulative net realized gains potentially eligible for earned incentive fees
 
$
0.00
 
Potential for earned performance-based incentive fee on net realized gains (1)
 
$
0.00
 

(1)
The actual incentive fee on capital gains that may be earned and payable to the Advisors, as determined at the end of the year, is 20% of the excess, if any, of (a) over (b), less any prior period payments of incentive fees on capital gain, if any. Prior period payments of incentive fees on capital gains are equal to $0.
 
We recorded interest expense of $2.85 million and $0.83 million for the six months ended June 30, 2013 and 2012, respectively, primarily in connection with borrowings under our revolving credit facilities. The increase in interest expense is attributable to the increase in our weighted average debt outstanding to $217.53 million during the six months ended June 30, 2013 as compared to $62.11 million the six months ended June 30, 2012.
 
Our other operating expenses for the six months ended June 30, 2013 and 2012 include $2.65 million and $0.08 million in offering expense, $0.90 million and $0.43 million in administrative services expenses, $0.67 million and $0.56 million in professional services expense, $0.21 million and $0.07 million in custodian and accounting fees, $0.15 million and $0.10 million in director fees and expenses and $0.86 million and $0.32 million in other expenses, respectively.  We also incurred organization expenses of $0.90 million during the six months ended June 30, 2012.
 
 
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As our asset base and number of shareholders have grown, our general and administrative expenses have increased accordingly, but at a slower rate compared to the growth rate in the asset base. We expect certain variable operating expenses to continue to increase because of the anticipated growth in the size of our asset base and the number of open shareholder accounts. During the six months ended June 30, 2013, the ratio of annualized core operating expenses (excluding investment advisory fees, interest expense and reimbursement of organization and offering expenses, and including net expense support) to average net assets was 0.98%. This ratio is not comparable to the six months ended June 30, 2012, because during that period the Advisors’ Expense Support Payments (as defined and discussed below under “—Contractual Obligations —Expense Support Agreement”) exceeded our core operating expenses. We generally expect core operating expenses to decline as a percentage of our net assets during periods of asset growth over the next several calendar quarters. Incentive fees and interest expense, among other things, may also increase or decrease our overall operating expenses and expense ratios relative to comparative periods depending on portfolio performance, an increase or reduction in borrowed funds, and changes in benchmark interest rates such as LIBOR, among other factors.
 
Expense Support Payments and Reimbursement Payments - Expense Support Payments from the Advisors were $1.59 million and we accrued $0.30 million as probable Reimbursement Payment obligation for the six months ended June 30, 2012. The provisions of the Expense Support Agreement that provide for Expense Support Payments from the Advisors to us were not extended beyond June 30, 2012, and therefore there were no Expense Support Payments from the Advisors for the six months ended June 30, 2013.  Additionally, we paid $1.83 million and accrued $1.14 million for the six months ended June 30, 2013 as probable Reimbursement Payment obligation relative to the cumulative Expense Support Payments of $2.97 million. Accordingly, our payments and accrual of reimbursement of Expense Support Payments equals 100% of cumulative Expense Support Payments as of June 30, 2013.  (See “—Contractual Agreements, —Expense Support Agreement,” below for further details about the Expense Support Agreement. Also see “Note 6. Agreements and Related Party Transactions” included within our condensed consolidated financial statements for additional disclosures regarding the Expense Support Payments and Reimbursement Payments.)
 
 
Net investment income
 
Our net investment income totaled $14.97 million ($0.18 per share) and $4.85 million ($0.29 per share) for the six months ended June 30, 2013 and 2012, respectively. The primary drivers of the decrease in net investment income per share are (i) accrued reimbursement of expense support payable to the Advisors in the six month period ended June 30, 2013 and (ii) the receipt of expense support payments from Advisors in the six months ended June 2012. Additionally, the TRS Portfolio is not a contributor to GAAP net investment income. The interest income earned by the TRS Portfolio is included in the fair value of the TRS, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement payments.  The table below shows net investment income and net investment income per share for the six months ended June 30, 2013 and 2012, before the effects of unearned performance-based incentive fees and expense support, which we refer to as adjusted net investment income (non-GAAP).
 
   
For the six months ended June 30, ($ millions)
   
2013
   
2012
 
Net Investment Income (GAAP)
  $ 14.97     $ 4.85  
Unearned performance-based incentive fees
    0.13       0.53  
Reimbursement of expense support
    1.14       0.03  
Expense support
          (1.59 )
Adjusted Net Investment Income (non-GAAP)
  $ 16.24     $ 3.82  
Net Investment Income Per Share
  $ 0.18     $ 0.29  
Adjusted Net Investment Income Per Share
  $ 0.20     $ 0.23  
 
Net realized gain
 
We sold investments and received principal payments of $288.50 million and $59.70 million, respectively, during the six months ended June 30, 2013, from which we realized net gains of $4.59 million.  Our net realized gain on derivative instruments of $2.65 million for the six months ended June 30, 2013 was comprised of a $2.53 million realized gain on the TRS and a $0.12 million realized gain on foreign currency forward contracts.  The net realized loss on foreign currency transactions was $0.40 million. We sold investments and received principal payments of $38.81 million and $9.40 million, respectively, during the six months ended June 30, 2012, from which we realized a net gain of $1.27 million.  We also realized a net gain on foreign currency transactions of $0.04 million during the six months ended June 30, 2012.
 
Net unrealized appreciation or depreciation
 
For the six months ended June 30, 2013, the net change in unrealized depreciation on investments totaled $0.97 million, the net change in unrealized appreciation on derivative instruments totaled $6.00 million and the net change in unrealized depreciation on foreign currency translation totaled $0.01 million. The change in unrealized appreciation on investments was primarily driven by price declines in our fixed rate debt investments, which resulted from an increase in the US Treasury note interest yield.  The net change in unrealized appreciation on derivative instruments consisted of net unrealized appreciation on the TRS Portfolio of $4.61 million and net unrealized appreciation on foreign currency forward contracts of $1.39 million.  The net change in TRS unrealized appreciation consisted of (i) spread interest income of $4.33 million, (ii) realized gains on the TRS reference assets of $3.19 million and (iii) unrealized depreciation on the TRS reference assets of $2.91 million.  For the six months ended June 30, 2012, the net change in unrealized appreciation on investments was $1.52 million and the net change in unrealized depreciation on foreign currency translation was $0.14 million.
 
 
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Net increase in net assets resulting from operations
 
For the six months ended June 30, 2013 and 2012, the net increase in net assets resulting from operations was $26.84 million and $7.55 million, respectively.
 
Net Assets, Net Asset Value per Share and Total Investment Returns
 
Net assets increased $400.54 million during the six months ended June 30, 2013. The most significant increase in net assets during the six months ended June 30, 2013 was attributable to capital transactions including (i) new issuance of shares of common stock, and (ii) reinvestment of distributions in the combined amount of $406.74 million. Net investment income contributed $14.97 million to the growth in net assets during the six months ended June 30, 2013.  Other increases in net assets were attributable to (i) unrealized appreciation on investments, derivative instruments and foreign currency translation of $5.03 million and (ii) net realized gains of $6.84 million. Distributions to shareholders in the amount of $31.54 million and the repurchase of shares of common stock in the amount of $1.50 million contributed to a reduction in net assets during the six months ended June 30, 2013.
 
Net assets increased $218.86 million during the six months ended June 30, 2012. The most significant increase in net assets during the six months ended June 30, 2012 was attributable to capital transactions including (i) new issuance of shares of common stock, and (ii) reinvestment of distributions in the combined amount of $217.40 million. Net investment income contributed $4.85 million to the growth in net assets during the six months ended June 30, 2012.  Other increases in net assets were attributable to (i) unrealized appreciation on investments and foreign currency translation of $1.39 million and (ii) net realized gains of $1.31 million. Distributions to shareholders in the amount of $6.09 million contributed to a reduction in net assets during the six months ended June 30, 2012.
 
Our net asset value per share was $9.78 and $9.75 on June 30, 2013 and December 31, 2012, respectively. After considering (i) the overall appreciation in net asset value per share, (ii) paid distributions of approximately $0.39 per share, and (iii) the assumed reinvestment of those distributions at 90% of the prevailing offering price per share, then the total investment return was 4.30% for shareholders who held our shares over the entire six-month period ending June 30, 2013.
 
Initial shareholders who subscribed to the Offering in June 2011 with an initial investment of $10,000 and an initial purchase price equal to $9.00 per share (public offering price net of sales load) have seen the value of their investment grow by 27.0% (see chart below), or an annualized return of 12.5%. Initial shareholders who subscribed to the Offering in June 2011 with an initial investment of $10,000 and an initial purchase price equal to $10.00 per share (the initial public offering price) have registered a total investment return of 14.3%, or an annualized return of 6.8%. Over the same time period the S&P/LSTA Leveraged Loan Index, a primary measure of senior debt covering the U.S. leveraged loan market which currently consists of approximately 1,100 credit facilities throughout numerous industries, and the Merrill Lynch US High Yield Master II Index, a primary measure of subordinated debt consisting of approximately 2,000 high yield corporate bonds, registered cumulative total returns of approximately 11.1% and 17.2% in the period from June 17, 2011 to June 30, 2013, respectively.
 
 
58

 
 
 
The calculations for the Growth of $10,000 Initial Investment are based upon the following assumptions: (i) an initial investment of $10,000 in our common stock at the beginning of the period, at a share price of $10.00 per share (including sales load) and $9.00 per share (excluding sales load),  (ii) the reinvestment of monthly distributions in accordance with our distribution reinvestment plan (iii) the sale of the entire investment position at the net asset value per share on the last day of the period; and (iv)  the cash payment for distributions payable to shareholders, if any, on the last day of the period.
 
Our shares are illiquid investments for which there is not a secondary market, and we do not expect a secondary market in our shares to develop in the future. You should not expect to be able to resell your shares regardless of how we perform. If you are able to sell your shares, you will likely receive less than your purchase price. Our net asset value, cumulative returns and annualized returns — which are based in part upon determinations of fair value of Level 3 investments by our board of directors, not active market quotations — are inherently uncertain. Past performance is not a guarantee of future results.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We had no off-balance sheet arrangements as of June 30, 2013.
 
CONTRACTUAL OBLIGATIONS
 
Investment Advisory Agreements – We have entered into the Investment Advisory Agreement with CNL for the overall management of our investment activities. We and CNL have also entered into the Sub-Advisory Agreement with KKR, under which KKR is responsible for the day-to-day management of our investment portfolio. CNL compensates KKR for advisory services that it provides to the Company with 50% of the base management fees and performance-based incentive fees that CNL receives under the Investment Advisory Agreement. Pursuant to the Investment Advisory Agreement, CNL earns a management fee equal to an annual rate of 2% of our average gross assets (including assets purchased with borrowed funds and unsettled trades, unrealized appreciation or depreciation on total return swaps and collateral posted with custodian in connection with TRS, but excluding deferred offering expense), and an incentive fee based on our performance. The incentive fee is comprised of the following two parts:
 
 
(i)
a subordinated incentive fee on pre-incentive fee net investment income, that is paid quarterly if earned, and it is computed as the sum of (A) 100% of quarterly pre-incentive fee net investment income in excess of 1.75% of average adjusted capital up to a limit of 0.4375% of average adjusted capital, and (B) 20% of pre-incentive fee net investment income in excess of 2.1875% of average adjusted capital, and
 
 
59

 
 
 
(ii)
an incentive fee on capital gains that is paid annually if earned, and it is equal to 20% of (A) all realized gains on a cumulative basis from inception, net of (i) all realized losses on a cumulative basis, (ii) unrealized depreciation at year-end and (iii) disregarding any net realized gains associated with the TRS interest spread (which represents the difference between (a) the interest and fees received on total return swaps, and (b) the financing fees paid to the total return swaps counterparty), and subtracting (B) the aggregate amount of any previously paid incentive fee on capital gains.
 
The terms of the Investment Advisory Agreement entitle CNL (and indirectly KKR) to receive up to 5% of gross proceeds in connection with the Offering as reimbursement for organization and offering expenses incurred by the Advisors on our behalf. The Advisors waived our requirement to reimburse them for organization and offering expenses for the period from June 17, 2011 through January 31, 2012. The waiver of the reimbursement requirements did not reduce the amount of organization and offering expenses incurred by the Advisors that are eligible for reimbursement in future periods. Beginning February 1, 2012, we implemented an expense reimbursement rate equal to 0.75% of gross Offering proceeds to initiate the reimbursement of organization and offering expenses incurred by the Advisors.  The reimbursement rate was increased to 1.0% of gross Offering proceeds on March 1, 2013. As of June 30, 2013, the Advisors have been reimbursed in the amounts of $0.90 million for organization expenses and $6.55 million for offering expenses, including any payable balances for reimbursement of offering expenses. As of June 30, 2013, the Advisors carried a balance of approximately $1.63 million for expenses incurred on our behalf in connection with the Offering, net of (i) incremental offering expenses incurred by the Advisors on our behalf and (ii) our reimbursement payments to the Advisors and any payable balances for reimbursement of offering expenses.
 
The Advisors are expected to continue to incur offering expenses on our behalf throughout the remainder of Offering period and the reimbursement of the Advisor for offering expenses they incur on our behalf is expected to continue through the termination date of the Offering.  We expect the reimbursement rate to remain at or below 1.0% for the remainder of the Offering.  See “Note 6 Agreements and Related Party Transactions” in our condensed consolidated financial statements for expanded discussion of the Investment Advisory Agreements.
 
Expense Support Agreement - We are party to an Expense Support and Conditional Reimbursement Agreement with CNL and KKR (as amended, the “Expense Support Agreement”) pursuant to which CNL and KKR jointly and severally agreed to reimburse us for a specified percentage of our operating expenses (an “Expense Support Payment”) during the Expense Support Payment Period beginning on June 17, 2011. On March 16, 2012, we and the Advisors entered into an amendment and restatement of the Expense Support Agreement, effective April 1, 2012, that extended the terminal date of the Expense Support Payment Period to June 30, 2012 and reduced the operating expense reimbursement ratio from 65% to 25%.  As of June 30, 2012, the Advisors had incurred $2.97 million of Expense Support Payments. The provisions of the Expense Support Agreement that provide for Expense Support Payments to us from our Advisors terminated by their terms on, and thus the Advisors’ commitment to make Expense Support Payments to us ended on, June 30, 2012.
 
During the term of the Expense Support Agreement, the Advisors are entitled to an annual year-end reimbursement payment by us for unreimbursed Expense Support Payments made under the Agreement (a “Reimbursement Payment”), but such Reimbursement Payments may only be made within three years after the calendar year in which such Expense Support Payments are made. No Reimbursement Payment may be paid by us to the extent that it would cause our Other Operating Expenses (Other Operating Expenses is equal to Operating Expenses, but excluding base advisory fees and including a Reimbursement Payment) to exceed 1.75% of average net assets attributable to common shares as of the calendar year-end (the “Reimbursement Limit Percentage”).  During the six months ended June 30, 2013, we made a Reimbursement Payment of $1.83 million.  As of June 30, 2013 we have accrued an additional $1.14 million for probable Reimbursement Payment obligation. The Company records the liability for the Reimbursement Payments based on a hypothetical liquidation of its investment portfolio at the end of each reporting period. As of June 30, 2013, all Expense Support Payments received from the Advisors have been either repaid or accrued for probable reimbursement.
 
Revolving Credit Facilities –As discussed above under “Financial Condition, Liquidity and Capital Resources – Credit Facilities,” CCT Funding has entered into revolving credit facilities with Deutsche Bank and BNP. As of June 30, 2013, the credit facilities provided for borrowings in an aggregate amount up to $540.00 million on a committed basis and $169.44 million was borrowed and outstanding under the credit facilities. (See “— Liquidity and Capital Resources — Credit Facilities” above and “Note 11. Revolving Credit Facilities and Borrowings” in our condensed consolidated financial statements for expanded discussion of the revolving credit facilities.)
 
 
60

 
 
A summary of our significant contractual payment obligations for the repayment of outstanding borrowings and interest expense and other fees related to the credit facilities at June 30, 2013 is as follows:

   
Total
   
< 1 year
   
1-3 years
   
3-5 years
   
After 5 years
 
Deutsche Bank Credit Facility (1)
 
$
69.44
   
$
69.44
   
$
   
$
   
$
 
BNP Credit Facility (2)
   
100.00
     
100.00
                         
Interest and Credit Facility Fees Payable
   
0.24
     
0.18
     
0.06
     
     
 
TOTAL
 
$
169.68
   
$
169.62
   
$
0.06
   
$
   
$
 
 
(1)
At June 30, 2013 our unused commitment amount was $270.56 million under the Deutsche Bank revolving credit facility.
(2)
At June 30, 2013 our unused commitment amount was $100.00 million under the BNP revolving credit facility.
 
Quantitative and Qualitative Disclosures about Market Risks
 
We are subject to financial market risks, in particular changes in interest rates. Future changes in interest rates will likely have effects on the interest income we earn on our portfolio investments, the fair value of our fixed income investments, the interest rates and interest expenses associates with the money we borrow for investment purposes, and the fair value of loan balances.
 
Subject to the requirements of the 1940 Act, we may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. Although hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates. During the period from January 1, 2013 to June 30, 2013, we did not engage in interest rate hedging activities.
 
As of June 30, 2013, approximately 60.5% of our portfolio of debt investments, or approximately $688.91 million measured at par value, featured floating or variable interest rates. The variable interest rate debt investments are usually based on three-month LIBOR (the base rate) and typically have durations of three months after which the base rates are reset to then prevailing three-month LIBOR. At June 30, 2013, approximately 88.0% of our portfolio of variable interest rate debt investments, or approximately $606.19 million measured at par value, featured minimum base rates, or base rate floors, and the weighted average base rate floor for such investments was 1.25%. Variable interest rate investments that feature a base rate floor generally reset to the then prevailing three-month LIBOR only if the reset base rate exceeds the base rate floor on the applicable interest rate reset date, in which cases we may benefit through an increase in interest income from such interest rate adjustments. At June 30, 2013, we held an aggregate investment position of $82.72 million at par value in variable interest rate debt investments that featured variable interest rates without any minimum base rates, or approximately 12.0% of our portfolio of variable interest rate debt investments. In the case of these “no base rate floor” variable interest debt investments held in our portfolio, we may benefit from increases in the base rates that may subsequently result in an increase in interest income from such interest rate adjustments.
 
Because we borrow money to make investments, our net investment income is partially dependent upon the difference between the interest rate at which we invest borrowed funds and the interest rate at which we borrow funds. In periods of rising interest rates and when we have borrowed capital with floating interest rates, then our interest expense would increase, which could increase our financing costs and reduce our net investment income, especially to the extent we continue to acquire and hold fixed-rate debt investments. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Pursuant to the amended terms of our Deutsche Bank Credit Facility as discussed above (see “— Financial Condition, Liquidity and Capital Resources — Credit Facilities”), CCT Funding borrows at a floating base rate of (i) one-month LIBOR plus 1.70% for Tranche A Loans ($69.44 million loan balance outstanding and $5.56 million unused commitment), (ii) three-month LIBOR plus 1.50% for Tranche B1 Loans ($65.00 million unused commitment),  (iii) three-month LIBOR plus 2.325% for Tranche B2 Loans ($100.00 million unused commitment) and (iv) three-month LIBOR plus 2.325% for Tranche D Loans ($100.00 million unused commitment). Additionally, pursuant to the terms of our BNP Credit Facility, we borrow at a floating base rate of one-month LIBOR plus 1.10% for the credit facility borrowings ($100.00 million loan balance outstanding and $100.00 million unused commitment) Therefore, if we were to completely draw down the unused Tranche A Loans commitment and the maximum Tranche B1, B2 and D Loans commitment amounts in our Deutsche Bank facility and the maximum commitment amount in our BNP facility, we expect that our weighted average direct interest cost will increase by approximately 38 bps, as compared to our current weighted average direct interest cost for borrowed funds. We expect that any further expansion of the current revolving credit facilities, or any future credit facilities that we or any subsidiary may enter into, will also be based on a floating base rate. As a result, we are subject to continuous risks relating to changes in market interest rates.
 
Under the terms of the TRS agreements between Halifax Funding and BNS, Halifax Funding pays interest to BNS at a floating rate based on three-month LIBOR in exchange for the right to receive the economic benefits of a portfolio of TRS reference assets having a maximum aggregate notional amount of $500.00 million.
 
 
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Assuming that the consolidated schedule of investments as of June 30, 2013 was to remain constant with regards to the investment portfolio and no actions were taken to alter the existing interest rate sensitivity or investment portfolio allocations, the upper section of the table below presents an estimated and hypothetical increase in interest income due to an immediate and persistent 12-month increase in the base rates associated with our debt investments featuring variable interest rates.
 
The middle section of the table below also presents sensitivity analysis for a persistent 12-month increase in the base interest rates that apply to our floating rate credit facility and the associated increase in interest expense, as well as the net effect of change in interest rates on the TRS unrealized appreciation (depreciation).  For persistent LIBOR increases of less than 150 basis points, the increase in interest expense may be partially offset by the hypothetical increase in interest income associated with our floating rate debt investments; for a persistent LIBOR increase greater than 200 basis points, then the increase in interest expense may be wholly offset by the hypothetical increase in interest income associated with our floating rate debt investments, in both cases assuming that the consolidated schedule of investments as of June 30, 2013 was to remain constant with regards to the Investment Portfolio and no actions were taken to alter the existing interest rate sensitivity or investment portfolio allocations.
 
                ($ amounts in millions except per share data)  
               
Increases in LIBOR
 
   
Par Amount
    Weighted Avg. Floor  
+50 bps
   
+100 bps
   
+150 bps
   
+200 bps
 
No base rate floor
 
$
82.72
       
$
0.370
   
$
0.739
   
$
1.109
   
$
1.479
 
Base rate floor
 
$
606.19
   
1.25%
   
0.000
     
0.343
     
2.704
     
5.277
 
Increase in Floating Rate Interest Income
               
0.370
     
1.082
     
3.813
     
6.756
 
           
LIBOR + Spread
                               
Deutsche Bank Credit Facility Tranche A Loans
 
$
69.44
   
L(30) + 170 bps
 
$
(0.347
)
 
$
(0.694
)
 
$
(1.042
)
 
$
(1.389
)
BNP Credit Facility
 
$
100.00
   
L(30) + 110 bps
   
(0.500
)
   
(1.000
)
   
(1.500
)
   
(2.000
)
Increase to Floating Rate Interest Expense
               
(0.847
)
   
(1.694
)
   
(2.542
)
   
(3.389
)
Change in Floating Rate Net Interest Income, before TRS
               
(0.477
)
   
(0.612
)
   
1.271
     
3.367
 
Net change in TRS unrealized appreciation (depreciation) (1)
               
(0.705
)
   
(1.343
)
   
(1.713
)
   
(2.075
)
Overall Change in Floating Rate Net Interest Income, including TRS
             
$
(1.182
)
 
$
(1.955
)
 
$
(0.442
)
 
$
1.292
 
Change in Floating Rate Net Interest Income Per Share Outstanding as of June 30, 2013
             
$
(0.01
)
 
$
(0.02
)
 
$
(0.00
)
 
$
0.01
 

(1)
Pursuant to the TRS Agreements, Halifax Funding receives from BNS all collected interest and fees derived from  the TRS reference assets and pays to BNS interest at a rate equal to three-month LIBOR+80 bps per annum on the settled notional amount of TRS reference assets. As of June 30, 2013, 58.8% of the TRS reference assets, or approximately $82.45 million measured at par value, featured floating or variable interest rates.  At June 30, 2013, 100% of the TRS reference assets with variable interest rates featured minimum base rate floors, or approximately $82.45 million measured at par value, and the weighted average base rate floor for such TRS reference assets was 1.19%.  As of June 30, 2013, the total notional amount of the portfolio of TRS reference assets was $140.98 million, and the settled notional amount was $212.99 million.  For the purpose of presenting this net interest sensitivity analysis, we have assumed that all TRS reference assets are settled as of June 30, 2013 and that the TRS notional amount would equal $140.98 million upon which the financing payments to BNS are based.
 
The interest rate sensitivity analysis presented above does not consider the potential impact of the changes in value of our debt investments and the net asset value of our common stock in the event of sudden increases in interest rates associated with high yield corporate bonds.  Approximately 39.5% of our debt investment portfolio is invested in fixed interest rate, high yield corporate debt investments.  Rising market interest rates will most likely lead to value declines for high yield corporate bonds and a decline in the net asset value of our common stock, while declining market interest rates will most likely lead to an increase in bond values.

 
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Item 4.                      Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Pursuant to Rule 13a-15(b) under the Exchange Act of 1934, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.
 
We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.
 
Changes in Internal Control over Financial Reporting
 
In the most recent fiscal quarter, there was no change in our internal controls over financial reporting (as defined under Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
 
Legal Proceedings - None
 
Risk Factors - None
 
Unregistered Sales of Equity Securities and Use of Proceeds - None
 
Defaults Upon Senior Securities - None
 
Mine Safety DisclosuresNot applicable
 
Other Information - None
 
Exhibits
 
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this report.

 
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on the 13th day of August, 2013.
 
 
CORPORATE CAPITAL TRUST, INC.
     
 
By:
/s/ Andrew A. Hyltin
   
ANDREW A. HYLTIN
   
Chief Executive Officer
   
(Principal Executive Officer)
     
 
By:
/s/ Paul S. Saint-Pierre
   
PAUL S. SAINT-PIERRE
   
Chief Financial Officer
   
(Principal Financial Officer)

 
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The following exhibits are filed or incorporated as part of this report.

  3.1
Second Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2012.)
   
  3.2
Amended and Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 2(b) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)
   
10.1
Form of Managing Dealer Agreement by and between the Registrant and CNL Securities Corp. (Incorporated by reference to Exhibit 2(h)(1) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)
   
10.2
Form of Participating Broker Agreement. (Incorporated by reference to Exhibit 2(h)(2) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)
   
10.3
Form of Distribution Reinvestment Plan. (Incorporated by reference to Exhibit 2(e) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)
   
10.4
Form of Intellectual Property License Agreement by and between the Registrant and CNL Intellectual Properties, Inc. (Incorporated by reference to Exhibit 2(k)(3) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)
   
10.5
Administrative Services Agreement by and between the Registrant and CNL Fund Advisors Company. (Incorporated by reference to Exhibit 2(k)(2) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)
   
10.6
Custodian Agreement. (Incorporated by reference to Exhibit 2(j) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)
   
10.7
Investment Advisory Agreement by and between the Registrant and CNL Fund Advisors Company. (Incorporated by reference to Exhibit 2(g)(1) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)
   
10.8
Sub-Advisory Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC. (Incorporated by reference to Exhibit 2(g)(2) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)
   
10.9
Amended and Restated Escrow Agreement by and among the Registrant, UMB Bank N.A., and CNL Securities Corp. (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2011.)
   
10.10
Selected Dealer Agreement among the Registrant, CNL Securities Corp., CNL Fund Advisors Company, CNL Financial Group, LLC, KKR Asset Management LLC and Ameriprise Financial Services, Inc. (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)
   
10.11
Limited Liability Company Agreement of CCT Funding LLC. (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)
   
10.12
Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)
 
 
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10.13
Custodial Agreement among the Registrant, CCT Funding LLC, Deutsche Bank AG, New York Branch and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)
   
10.14
Asset Contribution Agreement between the Registrant and CCT Funding LLC. (Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)
   
10.15
Security Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)
   
10.16
Investment Management Agreement between the Registrant and CCT Funding LLC. (Incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)
   
10.17
First Amendment to Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)
   
10.18
Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC. (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.)
   
10.19
Amendment No. 1 to Investment Advisory Agreement by and between the Registrant and CNL Fund Advisors Company. (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.)
   
10.20
Second Amendment to Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 24, 2012.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)
   
10.21
ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of November 15, 2012, by and between Halifax Funding LLC and The Bank of Nova Scotia. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2012.)
   
10.22
Confirmation Letter Agreement, dated as of November 15, 2012, by and between Halifax Funding LLC and The Bank of Nova Scotia. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 21, 2012.)
   
10.23
Amendment to Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2013.)
   
10.24
Third Amendment to Credit Agreement between CCT Funding LLC, the lenders referred to therein and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2013.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)
   
10.25
Committed Facility Agreement, dated as of June 4, 2013, by and between Corporate Capital Trust, Inc. and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 18, 2013.)
   
10.26
U.S. PB Agreement, dated as of June 4, 2013, by and between Corporate Capital Trust, Inc. and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 18, 2013.)
 
 
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10.27
Special Custody and Pledge Agreement, dated as of June 4, 2013, by and between Corporate Capital Trust, Inc., BNP Paribas Prime Brokerage, Inc. and State Street Bank and Trust Company. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 18, 2013.)
   
10.28
Control Agreement, dated as of July 22, 2013 ,by and among Halifax Funding LLC, The Bank of Nova Scotia, and State Street Bank and Trust Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 26, 2013.)
   
10.29
Amending Agreement, dated as of July 22, 2013, by and among Corporate Capital Trust, Inc., Halifax Funding LLC, The Bank of Nova Scotia, and The Bank of Nova Scotia Trust Company of New York (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 26, 2013.)
   
Certification of Chief Executive Officer of Corporate Capital Trust, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
   
Certification of Chief Financial Officer of Corporate Capital Trust, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
   
Certification of Chief Executive Officer and Chief Financial Officer of Corporate Capital Trust, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
 
67