Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - ARES CAPITAL CORP | a16-23870_1ex99d2.htm |
| EX-99.1 - EX-99.1 - ARES CAPITAL CORP | a16-23870_1ex99d1.htm |
| 8-K - 8-K - ARES CAPITAL CORP | a16-23870_18k.htm |
Exhibit 99.3
Ares Capital Corporation and Subsidiaries
Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2016
Unaudited
(in millions, except share and per share data)
|
|
|
Actual Ares |
|
Adjusted |
|
Pro Forma |
|
Pro Forma |
| ||||
|
Assets and Liabilities Data: |
|
|
|
|
|
|
|
|
| ||||
|
Investments, at fair value |
|
$ |
8,805 |
|
$ |
3,163 |
|
$ |
(167 |
)(B) |
$ |
11,801 |
|
|
Cash and cash equivalents |
|
125 |
|
1,191 |
|
(679 |
)(B) |
204 |
| ||||
|
|
|
|
|
|
|
(1,494 |
)(C) |
|
| ||||
|
|
|
|
|
|
|
1,061 |
(D) |
|
| ||||
|
Other assets |
|
206 |
|
349 |
|
(267 |
)(B) |
297 |
| ||||
|
|
|
|
|
|
|
9 |
(D) |
|
| ||||
|
Total assets |
|
$ |
9,136 |
|
$ |
4,703 |
|
$ |
(1,537 |
) |
$ |
12,302 |
|
|
Debt |
|
$ |
3,721 |
|
$ |
— |
|
$ |
1,100 |
(D) |
$ |
4,821 |
|
|
Other liabilities |
|
206 |
|
124 |
|
112 |
(B) |
467 |
| ||||
|
|
|
|
|
|
|
(6 |
)(D) |
|
| ||||
|
|
|
|
|
|
|
31 |
(E) |
|
| ||||
|
Total liabilities |
|
3,927 |
|
124 |
|
1,237 |
|
5,288 |
| ||||
|
Stockholders’ equity |
|
5,209 |
|
4,579 |
|
(1,225 |
)(B) |
7,014 |
| ||||
|
|
|
|
|
|
|
(1,494 |
)(C) |
|
| ||||
|
|
|
|
|
|
|
(24 |
)(D) |
|
| ||||
|
|
|
|
|
|
|
(31 |
)(E) |
|
| ||||
|
Total liabilities and stockholders’ equity |
|
$ |
9,136 |
|
$ |
4,703 |
|
$ |
(1,537 |
) |
$ |
12,302 |
|
|
Total shares outstanding |
|
313,954,008 |
|
213,907,992 |
|
111,349,662 |
|
425,303,670 |
| ||||
|
Net assets per share |
|
$ |
16.59 |
|
$ |
21.40 |
|
|
|
$ |
16.49 |
| |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Ares Capital Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2016
Unaudited
(in millions, except share and per share data)
|
|
|
Actual Ares |
|
Actual |
|
Pro Forma |
|
Pro Forma |
| ||||
|
Performance Data: |
|
|
|
|
|
|
|
|
| ||||
|
Interest and dividend income |
|
$ |
664 |
|
$ |
356 |
|
$ |
(1 |
)(F) |
$ |
1,019 |
|
|
Fees and other income |
|
88 |
|
42 |
|
(1 |
)(F) |
129 |
| ||||
|
Total investment income |
|
752 |
|
398 |
|
(2 |
) |
1,148 |
| ||||
|
Interest and credit facility fees |
|
139 |
|
35 |
|
21 |
(G) |
195 |
| ||||
|
Base management fees |
|
103 |
|
6 |
|
41 |
(H) |
150 |
| ||||
|
Income based fees |
|
91 |
|
— |
|
(15 |
)(I) |
76 |
| ||||
|
Capital gains incentive fees |
|
9 |
|
— |
|
— |
(I) |
9 |
| ||||
|
Other expenses |
|
42 |
|
140 |
|
(83 |
)(J) |
99 |
(M) | ||||
|
Total expenses |
|
384 |
|
181 |
|
(36 |
) |
529 |
| ||||
|
Net investment income before taxes |
|
368 |
|
217 |
|
34 |
|
619 |
| ||||
|
Income taxes |
|
13 |
|
63 |
|
(63 |
)(K) |
13 |
| ||||
|
Net investment income |
|
355 |
|
154 |
|
97 |
|
606 |
| ||||
|
Net realized gains |
|
79 |
|
273 |
|
140 |
(K) |
492 |
| ||||
|
Net unrealized losses |
|
(35 |
) |
(253 |
) |
(73 |
)(F) |
(595 |
) | ||||
|
|
|
|
|
|
|
(234 |
)(K) |
|
| ||||
|
Net realized and unrealized gains (losses) |
|
44 |
|
20 |
|
(167 |
) |
(103 |
) | ||||
|
Realized loss on extinguishment of debt |
|
— |
|
(7 |
) |
— |
|
(7 |
) | ||||
|
Net increase (decrease) in stockholders’ equity |
|
$ |
399 |
|
$ |
167 |
|
$ |
(70 |
) |
$ |
496 |
|
|
Weighted average shares outstanding |
|
314,066,602 |
|
222,164,030 |
|
111,349,662 |
(L) |
425,416,264 |
| ||||
|
Earnings per share |
|
$ |
1.27 |
|
$ |
0.75 |
|
|
|
$ |
1.17 |
| |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Ares Capital Corporation and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2015
Unaudited
(in millions, except share and per share data)
|
|
|
Actual Ares |
|
Actual |
|
Pro Forma |
|
Pro Forma |
| ||||
|
Performance Data: |
|
|
|
|
|
|
|
|
| ||||
|
Interest and dividend income |
|
$ |
891 |
|
$ |
607 |
|
$ |
(5 |
)(F) |
$ |
1,493 |
|
|
Fees and other income |
|
134 |
|
64 |
|
(2 |
)(F) |
196 |
| ||||
|
Total investment income |
|
1,025 |
|
671 |
|
(7 |
) |
1,689 |
| ||||
|
Interest and credit facility fees |
|
227 |
|
79 |
|
28 |
(G) |
334 |
| ||||
|
Base management fees |
|
134 |
|
13 |
|
88 |
(H) |
235 |
| ||||
|
Income based fees |
|
121 |
|
— |
|
(31 |
)(I) |
90 |
| ||||
|
Capital gains incentive fees |
|
(27 |
) |
— |
|
— |
(I) |
(27 |
) | ||||
|
Other expenses |
|
44 |
|
201 |
|
(102 |
)(J) |
143 |
(M) | ||||
|
Total expenses |
|
499 |
|
293 |
|
(17 |
) |
775 |
| ||||
|
Net investment income before taxes |
|
526 |
|
378 |
|
10 |
|
914 |
| ||||
|
Income taxes |
|
18 |
|
125 |
|
(125 |
)(K) |
18 |
| ||||
|
Net investment income |
|
508 |
|
253 |
|
135 |
|
896 |
| ||||
|
Net realized gains (losses) |
|
128 |
|
(627 |
) |
(91 |
)(K) |
(590 |
) | ||||
|
Net unrealized gains (losses) |
|
(246 |
) |
187 |
|
2 |
(F) |
61 |
| ||||
|
|
|
|
|
|
|
118 |
(K) |
|
| ||||
|
Net realized and unrealized gains (losses) |
|
(118 |
) |
(440 |
) |
29 |
|
(529 |
) | ||||
|
Loss on extinguishment of debt |
|
(10 |
) |
— |
|
— |
|
(10 |
) | ||||
|
Net increase (decrease) in stockholders’ equity |
|
$ |
380 |
|
$ |
(187 |
) |
$ |
164 |
|
$ |
357 |
|
|
Weighted average shares outstanding |
|
314,375,099 |
|
267,192,057 |
|
111,349,662 |
(L) |
425,724,761 |
| ||||
|
Earnings (loss) per share |
|
$ |
1.20 |
|
$ |
(0.70 |
) |
|
|
$ |
0.83 |
| |
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.
Ares Capital Corporation and Subsidiaries
Pro Forma Schedule of Investments
Unaudited
As of September 30, 2016
(Dollar Amounts in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||||||||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
| ||||||
|
Investment Funds and Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
ACAS CLO 2007-1, Ltd. |
|
Investment company |
|
Secured notes (due 4/21) |
|
|
|
|
|
$ |
8.5 |
|
$ |
8.4 |
|
$ |
8.5 |
|
$ |
8.4 |
| ||
|
|
|
|
|
Subordinated notes (due 4/21) |
|
|
|
|
|
15.8 |
|
11.1 |
|
15.8 |
|
11.1 |
| ||||||
|
ACAS Wachovia Investments, L.P. (4) |
|
Investment partnership |
|
Partnership interest |
|
|
|
|
|
1.9 |
|
0.5 |
|
1.9 |
|
0.5 |
| ||||||
|
Apidos CLO XVIII, Ltd. |
|
Investment company |
|
Subordinated notes (due 7/26) |
|
|
|
|
|
30.8 |
|
23.1 |
|
30.8 |
|
23.1 |
| ||||||
|
Apidos CLO XXI |
|
Investment company |
|
Subordinated notes (due 6/27) |
|
|
|
|
|
10.4 |
|
10.5 |
|
10.4 |
|
10.5 |
| ||||||
|
Ares IIIR/IVR CLO Ltd. |
|
Investment company |
|
Subordinated notes (due 4/21) |
|
|
|
|
|
12.0 |
|
4.3 |
|
12.0 |
|
4.3 |
| ||||||
|
Babson CLO Ltd. 2006-II |
|
Investment company |
|
Income notes (due 10/20) |
|
|
|
|
|
2.7 |
|
— |
|
2.7 |
|
— |
| ||||||
|
Babson CLO Ltd. 2013-II |
|
Investment company |
|
Income notes (due 1/25) |
|
|
|
|
|
3.5 |
|
2.8 |
|
3.5 |
|
2.8 |
| ||||||
|
Babson CLO Ltd. 2014-I |
|
Investment company |
|
Subordinated notes (due 7/25) |
|
|
|
|
|
5.9 |
|
4.2 |
|
5.9 |
|
4.2 |
| ||||||
|
Babson CLO Ltd. 2014-II |
|
Investment company |
|
Subordinated notes (due 9/26) |
|
|
|
|
|
18.6 |
|
10.9 |
|
18.6 |
|
10.9 |
| ||||||
|
Blue Hill CLO, Ltd. |
|
Investment company |
|
Subordinated notes (due 1/26) |
|
|
|
|
|
16.6 |
|
7.6 |
|
16.6 |
|
7.6 |
| ||||||
|
Blue Wolf Capital Fund II, L.P. |
|
Investment partnership |
|
Limited partnership interest |
|
|
|
|
|
7.9 |
|
8.0 |
|
7.9 |
|
8.0 |
| ||||||
|
Carlyle Global Market Strategies CLO 2013-3, Ltd. |
|
Investment company |
|
Subordinated notes (due 7/25) |
|
|
|
|
|
3.2 |
|
2.8 |
|
3.2 |
|
2.8 |
| ||||||
|
Carlyle Global Market Strategies CLO 2015-3, Ltd. |
|
Investment company |
|
Subordinated notes (due 7/28) |
|
|
|
|
|
23.7 |
|
23.2 |
|
23.7 |
|
23.2 |
| ||||||
|
Cent CDO 12 Limited |
|
Investment company |
|
Income notes (due 11/20) |
|
|
|
|
|
15.1 |
|
27.8 |
|
15.1 |
|
27.8 |
| ||||||
|
Cent CLO 22 Limited |
|
Investment company |
|
Subordinated notes (due 11/26) |
|
|
|
|
|
34.8 |
|
20.1 |
|
34.8 |
|
20.1 |
| ||||||
|
Cent CLO 24 Limited |
|
Investment company |
|
Subordinated notes (due 10/26) |
|
|
|
|
|
23.7 |
|
20.5 |
|
23.7 |
|
20.5 |
| ||||||
|
Centurion CDO 8 Limited |
|
Investment company |
|
Subordinated notes (due 3/17) |
|
|
|
|
|
0.2 |
|
— |
|
0.2 |
|
— |
| ||||||
|
CoLTs 2005-1 Ltd. |
|
Investment company |
|
Preference shares (360 shares, due 12/16) |
|
|
|
|
|
1.6 |
|
— |
|
1.6 |
|
— |
| ||||||
|
CoLTs 2005-2 Ltd. |
|
Investment company |
|
Preference shares (34,170,000 shares, due 12/18) |
|
|
|
|
|
10.7 |
|
0.3 |
|
10.7 |
|
0.3 |
| ||||||
|
Covestia Capital Partners, LP |
|
Investment partnership |
|
Limited partnership interest (47.00% interest) |
|
$ |
0.5 |
|
$ |
1.8 |
|
|
|
|
|
0.5 |
|
1.8 |
| ||||
|
CREST Exeter Street Solar 2004-1 |
|
Investment company |
|
Preferred securities (3,500,000 shares, due 6/39) |
|
|
|
|
|
3.2 |
|
— |
|
3.2 |
|
— |
| ||||||
|
Dryden 40 Senior Loan Fund |
|
Investment company |
|
Subordinated notes (due 8/28) |
|
|
|
|
|
8.0 |
|
7.8 |
|
8.0 |
|
7.8 |
| ||||||
|
Eaton Vance CDO X plc |
|
Investment company |
|
Secured subordinated notes (due 2/27) |
|
|
|
|
|
11.1 |
|
5.4 |
|
11.1 |
|
5.4 |
| ||||||
|
European Capital Private Debt LP (4) |
|
Investment partnership |
|
Partnership interest |
|
|
|
|
|
110.7 |
|
115.2 |
|
110.7 |
|
115.2 |
| ||||||
|
European Capital UK SME Debt LP (4) |
|
Investment partnership |
|
Partnership interest |
|
|
|
|
|
19.9 |
|
20.1 |
|
19.9 |
|
20.1 |
| ||||||
|
Flagship CLO V |
|
Investment company |
|
Subordinated securities (15,000 shares, due 9/19) |
|
|
|
|
|
6.2 |
|
— |
|
6.2 |
|
— |
| ||||||
|
GoldenTree Loan Opportunities VII, Limited |
|
Investment company |
|
Subordinated notes (due 4/25) |
|
|
|
|
|
28.8 |
|
23.5 |
|
28.8 |
|
23.5 |
| ||||||
|
Halcyon Loan Advisors Funding 2014-1 Ltd. |
|
Investment company |
|
Subordinated notes (due 2/26) |
|
|
|
|
|
0.9 |
|
0.4 |
|
0.9 |
|
0.4 |
| ||||||
|
Halcyon Loan Advisors Funding 2015-2, Ltd. |
|
Investment company |
|
Subordinated notes (due 7/27) |
|
|
|
|
|
18.2 |
|
14.8 |
|
18.2 |
|
14.8 |
| ||||||
|
HCI Equity, LLC (4) |
|
Investment company |
|
Member interest (100.00% interest) |
|
— |
|
0.1 |
|
|
|
|
|
— |
|
0.1 |
| ||||||
|
Herbert Park B.V. |
|
Investment company |
|
Subordinated notes (due 10/26) |
|
|
|
|
|
26.4 |
|
20.6 |
|
26.4 |
|
20.6 |
| ||||||
|
Imperial Capital Private Opportunities, LP |
|
Investment partnership |
|
Limited partnership interest (80.00% interest) |
|
4.1 |
|
17.1 |
|
|
|
|
|
4.1 |
|
17.1 |
| ||||||
|
LightPoint CLO VII, Ltd. |
|
Investment company |
|
Subordinated notes (due 5/21) |
|
|
|
|
|
2.6 |
|
1.0 |
|
2.6 |
|
1.0 |
| ||||||
|
Madison Park Funding XII, Ltd. |
|
Investment company |
|
Subordinated notes (due 7/26) |
|
|
|
|
|
7.9 |
|
7.3 |
|
7.9 |
|
7.3 |
| ||||||
|
Madison Park Funding XIII, Ltd. |
|
Investment company |
|
Subordinated notes (due 1/25) |
|
|
|
|
|
23.5 |
|
21.2 |
|
23.5 |
|
21.2 |
| ||||||
|
Montgomery Lane, LLC (4) |
|
Holding company for RMBS securities |
|
Common membership units (100 units) |
|
|
|
|
|
— |
|
3.8 |
|
— |
|
3.8 |
| ||||||
|
NYLIM Flatiron CLO 2006-1 LTD. |
|
Investment company |
|
Subordinated securities (10,000 shares, due 8/20) |
|
|
|
|
|
2.7 |
|
1.4 |
|
2.7 |
|
1.4 |
| ||||||
|
Och Ziff Loan Management XIII, Ltd. |
|
Investment company |
|
Subordinated notes (due 7/27) |
|
|
|
|
|
12.9 |
|
12.6 |
|
12.9 |
|
12.6 |
| ||||||
|
Octagon Investment Partners XIX, Ltd. |
|
Investment company |
|
Subordinated notes (due 4/26) |
|
|
|
|
|
16.8 |
|
13.1 |
|
16.8 |
|
13.1 |
| ||||||
|
Octagon Investment Partners XVIII, Ltd. |
|
Investment company |
|
Subordinated notes (due 12/24) |
|
|
|
|
|
11.5 |
|
8.3 |
|
11.5 |
|
8.3 |
| ||||||
|
OHA Credit Partners XI, Ltd. |
|
Investment company |
|
Subordinated notes (due 10/28) |
|
|
|
|
|
29.9 |
|
28.2 |
|
29.9 |
|
28.2 |
| ||||||
|
Partnership Capital Growth Fund I, L.P. |
|
Investment partnership |
|
Limited partnership interest (25.00% interest) |
|
— |
|
0.2 |
|
|
|
|
|
— |
|
0.2 |
| ||||||
|
Partnership Capital Growth Investors III, L.P. |
|
Investment partnership |
|
Limited partnership interest (2.50% interest) |
|
2.6 |
|
3.1 |
|
|
|
|
|
2.6 |
|
3.1 |
| ||||||
|
PCG-Ares Sidecar Investment II, L.P. |
|
Investment partnership |
|
Limited partnership interest (100.00% interest) |
|
7.5 |
|
11.4 |
|
|
|
|
|
7.5 |
|
11.4 |
| ||||||
|
PCG-Ares Sidecar Investment, L.P. |
|
Investment partnership |
|
Limited partnership interest (100.00% interest) |
|
3.3 |
|
2.8 |
|
|
|
|
|
3.3 |
|
2.8 |
| ||||||
|
Piper Jaffray Merchant Banking Fund I, L.P. |
|
Investment partnership |
|
Limited partnership interest (2.00% interest) |
|
1.7 |
|
1.5 |
|
|
|
|
|
1.7 |
|
1.5 |
| ||||||
|
Qualium I |
|
Investment company/parternship |
|
Common stock (249,414 shares) |
|
|
|
|
|
6.5 |
|
6.3 |
|
6.5 |
|
6.3 |
| ||||||
|
Sapphire Valley CDO I, Ltd. |
|
Investment company |
|
Subordinated notes (due 12/22) |
|
|
|
|
|
8.4 |
|
— |
|
8.4 |
|
— |
| ||||||
|
Senior Direct Lending Program, LLC (4) |
|
Co-investment vehicle |
|
Subordinated certificates (8.9%, due 12/36) |
|
195.3 |
|
195.3 |
|
|
|
|
|
195.3 |
|
195.3 |
| ||||||
|
|
|
|
|
Member interest (87.50% interest) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
| ||||||
|
Senior Secured Loan Fund LLC (4) |
|
Co-investment vehicle |
|
Subordinated certificates (8.9%, due 12/24) |
|
1,938.4 |
|
1,899.8 |
|
|
|
|
|
1,938.4 |
|
1,899.8 |
| ||||||
|
|
|
|
|
Member interest (87.50% interest) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
| ||||||
|
THL Credit Wind River 2014-2 CLO Ltd. |
|
Investment company |
|
Income notes (due 7/26) |
|
|
|
|
|
9.3 |
|
7.9 |
|
9.3 |
|
7.9 |
| ||||||
|
Vitesse CLO, Ltd. |
|
Investment company |
|
Preferred securities (20,000,000 shares, due 8/20) |
|
|
|
|
|
11.9 |
|
— |
|
11.9 |
|
— |
| ||||||
|
Voya CLO 2014-4, Ltd. |
|
Investment company |
|
Subordinated notes (due 10/26) |
|
|
|
|
|
21.8 |
|
17.8 |
|
21.8 |
|
17.8 |
| ||||||
|
VSC Investors LLC |
|
Investment company |
|
Membership interest (1.95% interest) |
|
0.3 |
|
1.1 |
|
|
|
|
|
0.3 |
|
1.1 |
| ||||||
|
|
|
|
|
|
|
2,153.7 |
|
2,134.2 |
|
646.7 |
|
522.8 |
|
2,800.4 |
|
2,657.0 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruent, LLC and Athena Parent, Inc. |
|
Real estate and facilities management software provider |
|
Senior secured loan (6.3%, due 5/22) |
|
15.0 |
|
15.0 |
|
|
|
|
|
15.0 |
|
15.0 |
|
|
|
|
|
|
Senior secured loan (6.3%, due 5/22) |
|
4.5 |
|
4.5 |
|
|
|
|
|
4.5 |
|
4.5 |
|
|
|
|
|
|
Junior secured loan (12.3%, due 11/22) |
|
10.5 |
|
10.5 |
|
|
|
|
|
10.5 |
|
10.5 |
|
|
|
|
|
|
Junior secured loan (10.8%, due 11/22) |
|
42.5 |
|
42.5 |
|
|
|
|
|
42.5 |
|
42.5 |
|
|
|
|
|
|
Series A preferred stock (778 shares) |
|
0.8 |
|
0.8 |
|
|
|
|
|
0.8 |
|
0.8 |
|
|
|
|
|
|
Common stock (3,000 shares) |
|
3.0 |
|
3.1 |
|
|
|
|
|
3.0 |
|
3.1 |
|
|
BeyondTrust Software, Inc. |
|
Provider of privileged account management and vulnerability management software solutions |
|
Senior secured loan (8.0%, due 9/19) |
|
|
|
|
|
29.6 |
|
28.7 |
|
29.6 |
|
28.7 |
|
|
Blue Topco GmbH (4) |
|
Web sheet and sheet fed printing facilities |
|
Senior secured loan (5.0%, due 6/19) (2) |
|
|
|
|
|
2.4 |
|
2.4 |
|
2.4 |
|
2.4 |
|
|
|
|
|
|
Senior subordinated loan (due 6/19) (3) |
|
|
|
|
|
7.2 |
|
9.3 |
|
7.2 |
|
9.3 |
|
|
|
|
|
|
Redeemable preferred stock |
|
|
|
|
|
— |
|
0.1 |
|
— |
|
0.1 |
|
|
|
|
|
|
Common stock (2,432,750 shares) |
|
|
|
|
|
— |
|
2.5 |
|
— |
|
2.5 |
|
|
BluePay Processing, LLC |
|
Technology-enabled payment processing solutions provider |
|
Junior secured loan (9.5%, due 8/22) |
|
|
|
|
|
32.8 |
|
32.8 |
|
32.8 |
|
32.8 |
|
|
Brandtone Holdings Limited |
|
Mobile communications and marketing services provider |
|
Senior secured loan (12.5%, due 11/18) (2) |
|
4.6 |
|
4.0 |
|
|
|
|
|
4.6 |
|
4.0 |
|
|
|
|
|
|
Senior secured loan (12.5%, due 2/19) (2) |
|
3.0 |
|
2.6 |
|
|
|
|
|
3.0 |
|
2.6 |
|
|
|
|
|
|
Warrant to purchase up to 184,003 units of Series Three participating convertible preferred shares (expires 8/26) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
CallMiner, Inc. |
|
Provider of cloud-based conversational analytics solutions |
|
Junior secured loan (10.5%, due 5/18) |
|
2.4 |
|
2.4 |
|
|
|
|
|
2.4 |
|
2.4 |
|
|
|
|
|
|
Junior secured loan (10.5%, due 8/18) |
|
1.4 |
|
1.4 |
|
|
|
|
|
1.4 |
|
1.4 |
|
|
|
|
|
|
Warrant to purchase up to 2,350,636 shares of Series 1 preferred stock (expires 7/24) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Cast & Crew Payroll, LLC |
|
Payroll and accounting services provider to the entertainment industry |
|
Junior secured loan (8.8%, due 8/23) |
|
|
|
|
|
35.8 |
|
34.1 |
|
35.8 |
|
34.1 |
|
|
CIBT Holdings, Inc. and CIBT Investment Holdings, LLC |
|
Expedited travel document processing services |
|
Class A shares (2,500 shares) |
|
2.5 |
|
6.0 |
|
|
|
|
|
2.5 |
|
6.0 |
|
|
Clearwater Analytics, LLC |
|
Provider of integrated cloud-based investment portfolio management, accounting, reporting and analytics software |
|
Senior secured loan (8.5%, due 9/22) |
|
25.5 |
|
25.5 |
|
|
|
|
|
25.5 |
|
25.5 |
|
|
CMW Parent LLC (fka Black Arrow, Inc.) |
|
Multiplatform media firm |
|
Series A units (32 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Columbo TopCo Limited (4) |
|
Outsourced compliance consulting and software provider |
|
Redeemable preferred stock (34,028,135 shares) |
|
|
|
|
|
70.6 |
|
42.6 |
|
70.6 |
|
42.6 |
|
|
Command Alkon, Incorporated and CA Note Issuer, LLC |
|
Software solutions provider to the ready-mix concrete industry |
|
Junior secured loan (9.3%, due 8/20) |
|
10.0 |
|
10.0 |
|
|
|
|
|
10.0 |
|
10.0 |
|
|
|
|
|
|
Junior secured loan (9.4%, due 8/20) |
|
11.5 |
|
11.5 |
|
|
|
|
|
11.5 |
|
11.5 |
|
|
|
|
|
|
Junior secured loan (9.3%, due 8/20) |
|
26.5 |
|
26.5 |
|
|
|
|
|
26.5 |
|
26.5 |
|
|
|
|
|
|
Senior subordinated loan (14.0%, due 8/21) (2) |
|
22.5 |
|
22.5 |
|
|
|
|
|
22.5 |
|
22.5 |
|
|
Compusearch Software Systems, Inc. |
|
E-procurement and contract management solutions for the Federal marketplace |
|
Junior secured loan (9.8%, due 11/21) |
|
|
|
|
|
51.0 |
|
51.0 |
|
51.0 |
|
51.0 |
|
|
Compuware Parent, LLC |
|
Web and mobile cloud performance testing and monitoring services provider |
|
Class A-1 common stock (4,132 units) |
|
2.3 |
|
2.1 |
|
|
|
|
|
2.3 |
|
2.1 |
|
|
|
|
|
|
Class B-1 common stock (4,132 units) |
|
0.5 |
|
0.4 |
|
|
|
|
|
0.5 |
|
0.4 |
|
|
|
|
|
|
Class C-1 common stock (4,132 units) |
|
0.3 |
|
0.3 |
|
|
|
|
|
0.3 |
|
0.3 |
|
|
|
|
|
|
Class A-2 common stock (4,132 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Class B-2 common stock (4,132 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Class C-2 common stock (4,132 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Convergint Technologies, LLC |
|
Service-based integrator of Electronic Security, Fire Alarm & Life Safety, Healthcare Technologies, Communications and Building Automation |
|
Junior secured loan (9.0%, due 12/17-12/20) |
|
|
|
|
|
94.0 |
|
94.0 |
|
94.0 |
|
94.0 |
|
|
Datapipe, Inc. |
|
Provider of outsourced IT solutions |
|
Junior secured loan (9.0%, due 9/19) |
|
|
|
|
|
29.2 |
|
29.1 |
|
29.2 |
|
29.1 |
|
|
Directworks, Inc. and Co-Exprise Holdings, Inc. |
|
Provider of cloud-based software solutions for direct materials sourcing and supplier management for manufacturers |
|
Senior secured loan (10.3%, due 4/18) |
|
1.9 |
|
1.8 |
|
|
|
|
|
1.9 |
|
1.8 |
|
|
|
|
|
|
Warrant to purchase up to 1,875,000 shares of Series 1 preferred stock (expires 12/24) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
DTI Holdco, Inc. and OPE DTI Holdings, Inc. |
|
Provider of legal process outsourcing and managed services |
|
Senior secured loan (6.3%, due 9/23) |
|
4.1 |
|
4.2 |
|
|
|
|
|
4.1 |
|
4.2 |
|
|
|
|
|
|
Class A common stock (7,500 shares) |
|
7.5 |
|
4.3 |
|
|
|
|
|
7.5 |
|
4.3 |
|
|
|
|
|
|
Class B common stock (7,500 shares) |
|
— |
|
4.3 |
|
|
|
|
|
— |
|
4.3 |
|
|
Electronic Warfare Associates, Inc. |
|
Provider of electronic warfare, cyber security and advanced commercial test tools systems |
|
Warrant to purchase up to 863,887 shares of common stock (expires 2/25) |
|
|
|
|
|
0.8 |
|
0.9 |
|
0.8 |
|
0.9 |
|
|
|
|
|
|
Senior secured loan (13.0%, due 2/19) |
|
|
|
|
|
15.0 |
|
15.3 |
|
15.0 |
|
15.3 |
|
|
Faction Holdings, Inc. and The Faction Group LLC (fka PeakColo Holdings, Inc.) |
|
Wholesaler of cloud-based software applications and services |
|
Senior secured revolving loan (7.8%, due 11/17) |
|
1.0 |
|
1.0 |
|
|
|
|
|
1.0 |
|
1.0 |
|
|
|
|
|
|
Senior secured loan (9.8%, due 12/19) |
|
3.0 |
|
3.0 |
|
|
|
|
|
3.0 |
|
3.0 |
|
|
|
|
|
|
Senior secured loan (9.8%, due 5/19) |
|
3.5 |
|
3.6 |
|
|
|
|
|
3.5 |
|
3.6 |
|
|
|
|
|
|
Warrant to purchase up to 1,481 shares of Series A preferred stock (expires 12/25) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 2,037 shares of Series A preferred stock (expires 11/24) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
First Insight, Inc. |
|
Software company providing merchandising and pricing solutions to companies worldwide |
|
Warrant to purchase up to 122,827 units of Series C preferred stock (expires 3/24) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Flexera Software LLC |
|
Provider of software used to deploy and tack the usage of software applications |
|
Junior secured loan (8.0%, due 4/21) |
|
|
|
|
|
5.0 |
|
4.9 |
|
5.0 |
|
4.9 |
|
|
GTCR Valor Companies |
|
Provider of public relations software |
|
Junior secured loan (10.5%, due 6/24) |
|
|
|
|
|
97.3 |
|
95.5 |
|
97.3 |
|
95.5 |
|
|
Hyland Software, Inc. |
|
Provider of ECM software, serving small and medium size organizations |
|
Junior secured loan (8.3%, due 7/23) |
|
|
|
|
|
10.0 |
|
10.1 |
|
10.0 |
|
10.1 |
|
|
iControl Networks, Inc. and uControl Acquisition, LLC |
|
Software and services company for the connected home market |
|
Junior secured loan (9.5%, due 3/19) |
|
19.7 |
|
20.1 |
|
|
|
|
|
19.7 |
|
20.1 |
|
|
|
|
|
|
Warrant to purchase up to 385,616 shares of Series D preferred stock (expires 2/22) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
IfByPhone Inc. |
|
Voice-based marketing automation software provider |
|
Warrant to purchase up to 124,300 shares of Series C preferred stock (expires 10/22) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
Infogix Parent Corporation |
|
Provides data integrity, analytics, and visibility solutions |
|
Senior secured loan (7.8%, due 12/21) |
|
|
|
|
|
88.4 |
|
90.0 |
|
88.4 |
|
90.0 |
|
|
|
|
|
|
Redeemable preferred stock (2,475 shares) |
|
|
|
|
|
2.7 |
|
2.7 |
|
2.7 |
|
2.7 |
|
|
|
|
|
|
Common stock (1,297,768 shares) |
|
|
|
|
|
— |
|
1.0 |
|
— |
|
1.0 |
|
|
Inmar, Inc. |
|
Provides technology-driven logistics management solutions in the consumer goods and healthcare markets |
|
Junior secured loan (8.0%, due 1/22) |
|
|
|
|
|
19.9 |
|
18.5 |
|
19.9 |
|
18.5 |
|
|
Interactions Corporation |
|
Developer of a speech recognition software based customer interaction system |
|
Junior secured loan (9.9%, due 7/19) |
|
2.3 |
|
2.5 |
|
|
|
|
|
2.3 |
|
2.5 |
|
|
|
|
|
|
Junior secured loan (9.9%, due 7/19) |
|
22.2 |
|
22.5 |
|
|
|
|
|
22.2 |
|
22.5 |
|
|
|
|
|
|
Warrant to purchase up to 68,187 shares of Series G-3 convertible preferred stock (expires 6/22) |
|
0.3 |
|
0.3 |
|
|
|
|
|
0.3 |
|
0.3 |
|
|
iParadigms, LLC |
|
Provider of anti-plagiarism software to the education industry |
|
Junior secured loan (8.3%, due 7/22) |
|
|
|
|
|
39.3 |
|
38.8 |
|
39.3 |
|
38.8 |
|
|
iPipeline, Inc., Internet Pipeline, Inc. and iPipeline Holdings, Inc. |
|
Provider of SaaS-based software solutions to the insurance and financial services industry |
|
Senior secured loan (8.3%, due 8/22) |
|
2.5 |
|
2.5 |
|
|
|
|
|
2.5 |
|
2.5 |
|
|
|
|
|
|
Senior secured loan (8.3%, due 8/22) |
|
44.6 |
|
44.6 |
|
|
|
|
|
44.6 |
|
44.6 |
|
|
|
|
|
|
Senior secured loan (8.3%, due 8/22) |
|
14.9 |
|
14.9 |
|
|
|
|
|
14.9 |
|
14.9 |
|
|
|
|
|
|
Preferred stock (1,485 shares) |
|
1.5 |
|
2.5 |
|
|
|
|
|
1.5 |
|
2.5 |
|
|
|
|
|
|
Common stock (647,542 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Iron Bow Technologies, LLC |
|
Provider of information technology solutions |
|
Junior secured loan (13.3%, due 2/21) (2) |
|
|
|
|
|
15.3 |
|
15.3 |
|
15.3 |
|
15.3 |
|
|
IronPlanet, Inc. |
|
Online auction platform provider for used heavy equipment |
|
Warrant to purchase to up to 133,333 shares of Series C preferred stock (expires 9/23) |
|
0.2 |
|
0.4 |
|
|
|
|
|
0.2 |
|
0.4 |
|
|
Itel Laboratories, Inc. |
|
Data services provider for building materials to property insurance industry |
|
Preferred units (1,798,391 units) |
|
1.0 |
|
1.3 |
|
|
|
|
|
1.0 |
|
1.3 |
|
|
LLSC Holdings Corporation (4) |
|
Provider of in-store marketing services to retailers and marketers of consumer products |
|
Convertible preferred stock (9,000 shares) |
|
|
|
|
|
10.8 |
|
17.7 |
|
10.8 |
|
17.7 |
|
|
Market Track Holdings, LLC |
|
Business media consulting services company |
|
Preferred stock (1,685 shares) |
|
2.2 |
|
2.5 |
|
|
|
|
|
2.2 |
|
2.5 |
|
|
|
|
|
|
Common stock (16,251 shares) |
|
2.2 |
|
2.3 |
|
|
|
|
|
2.2 |
|
2.3 |
|
|
Maximus Holdings, LLC |
|
Provider of software simulation tools and related services |
|
Warrant to purchase up to 1,050,013 shares of common stock (expires 10/19) |
|
— |
|
0.1 |
|
|
|
|
|
— |
|
0.1 |
|
|
Miles 33 Limited (4) |
|
Supplier of computer software to the publishing sector |
|
Senior secured loan (5.1%, due 12/17-9/18) (2) |
|
|
|
|
|
6.7 |
|
6.7 |
|
6.7 |
|
6.7 |
|
|
|
|
|
|
Senior subordinated loan (9.8%, due 9/21) (2) |
|
|
|
|
|
15.9 |
|
14.1 |
|
15.9 |
|
14.1 |
|
|
|
|
|
|
Redeemable preferred stock |
|
|
|
|
|
1.2 |
|
0.6 |
|
1.2 |
|
0.6 |
|
|
Ministry Brands, LLC and MB Parent Holdings, LLC |
|
Software and payment services provider to faith-based institutions |
|
Senior secured loan (5.3%, due 11/21) |
|
0.2 |
|
0.2 |
|
|
|
|
|
0.2 |
|
0.2 |
|
|
|
|
|
|
Senior secured loan (10.8%, due 11/21) |
|
38.0 |
|
38.2 |
|
|
|
|
|
38.0 |
|
38.2 |
|
|
|
|
|
|
Senior secured loan (10.8%, due 11/21) |
|
24.9 |
|
24.9 |
|
|
|
|
|
24.9 |
|
24.9 |
|
|
|
|
|
|
Senior secured loan (10.8%, due 11/21) |
|
9.7 |
|
9.7 |
|
|
|
|
|
9.7 |
|
9.7 |
|
|
|
|
|
|
Class A common units (2,130,772 units) |
|
2.1 |
|
2.1 |
|
|
|
|
|
2.1 |
|
2.1 |
|
|
Mitchell International, Inc. |
|
Provider of information services and technology solutions for the automobile insurance claims industry |
|
Junior secured loan (8.5%, due 10/21) |
|
|
|
|
|
17.0 |
|
16.7 |
|
17.0 |
|
16.7 |
|
|
MVL Group, Inc. (4) |
|
Marketing research provider |
|
Senior subordinated loan (due 7/12) (3) |
|
0.2 |
|
0.2 |
|
|
|
|
|
0.2 |
|
0.2 |
|
|
|
|
|
|
Common stock (560,716 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
NAS, LLC, Nationwide Marketing Group, LLC and Nationwide Administrative Services, Inc. |
|
Buying and marketing services organization for appliance, furniture and consumer electronics dealers |
|
Junior secured loan (9.8%, due 12/21) |
|
24.1 |
|
22.4 |
|
|
|
|
|
24.1 |
|
22.4 |
|
|
Novetta Solutions, LLC |
|
A provider of threat and fraud analytics software and solutions |
|
Senior secured loan (6.0%, due 10/22) |
|
|
|
|
|
12.8 |
|
12.4 |
|
12.8 |
|
12.4 |
|
|
|
|
|
|
Junior secured loan (9.5%, due 10/23) |
|
|
|
|
|
30.7 |
|
28.8 |
|
30.7 |
|
28.8 |
|
|
NSM Insurance Group, LLC |
|
Insurance program administrator |
|
Senior secured loan (5.8%, due 9/22) |
|
13.2 |
|
13.2 |
|
|
|
|
|
13.2 |
|
13.2 |
|
|
Park Place Technologies, LLC |
|
Provider of third party maintenance services to the server and storage markets. |
|
Junior secured loan (10.0%, due 12/22) |
|
|
|
|
|
41.5 |
|
41.5 |
|
41.5 |
|
41.5 |
|
|
PayNearMe, Inc. |
|
Electronic cash payment system provider |
|
Senior secured loan (9.5%, due 9/19) |
|
9.6 |
|
10.0 |
|
|
|
|
|
9.6 |
|
10.0 |
|
|
|
|
|
|
Warrant to purchase up to 195,726 shares of Series E preferred stock (expires 3/23) |
|
0.2 |
|
0.2 |
|
|
|
|
|
0.2 |
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
PHL Investors, Inc., and PHL Holding Co. (4) |
|
Mortgage services |
|
Class A common stock (576 shares) |
|
3.8 |
|
— |
|
|
|
|
|
3.8 |
|
— |
|
|
Planview, Inc. |
|
Provider of project and portfolio management software |
|
Junior secured loan (10.5%, due 8/22) |
|
30.0 |
|
30.0 |
|
|
|
|
|
30.0 |
|
30.0 |
|
|
Poplicus Incorporated |
|
Business intelligence and market analytics platform for companies that sell to the public sector |
|
Senior secured loan (due 1/18) (3) |
|
4.7 |
|
2.5 |
|
|
|
|
|
4.7 |
|
2.5 |
|
|
|
|
|
|
Warrant to purchase up to 2,402,991 shares of Series C preferred stock (expires 6/25) |
|
0.1 |
|
— |
|
|
|
|
|
0.1 |
|
— |
|
|
PowerPlan, Inc. and Project Torque Ultimate Parent Corporation |
|
Fixed asset financial management software provider |
|
Junior secured loan (10.8%, due 2/23) |
|
29.8 |
|
30.0 |
|
|
|
|
|
29.8 |
|
30.0 |
|
|
|
|
|
|
Junior secured loan (10.8%, due 2/23) |
|
49.6 |
|
50.0 |
|
|
|
|
|
49.6 |
|
50.0 |
|
|
|
|
|
|
Class A common stock (1,980 shares) |
|
2.0 |
|
— |
|
|
|
|
|
2.0 |
|
— |
|
|
|
|
|
|
Class B common stock (989,011 shares) |
|
— |
|
3.5 |
|
|
|
|
|
— |
|
3.5 |
|
|
Powersport Auctioneer Holdings, LLC |
|
Powersport vehicle auction operator |
|
Common units (1,972 units) |
|
1.0 |
|
1.5 |
|
|
|
|
|
1.0 |
|
1.5 |
|
|
Project Alpha Intermediate Holding, Inc. and Qlik Parent, Inc. |
|
Provider of data visualization software for data analytics |
|
Senior secured loan (9.3%, due 8/22) |
|
138.3 |
|
140.3 |
|
|
|
|
|
138.3 |
|
140.3 |
|
|
|
|
|
|
Class A common shares (7,445 shares) |
|
7.4 |
|
7.4 |
|
|
|
|
|
7.4 |
|
7.4 |
|
|
|
|
|
|
Class B common shares (1,841,609 shares) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
Project Silverback Holdings Corp. |
|
Management software solution offering |
|
Common stock (308,224 shares) |
|
|
|
|
|
— |
|
0.4 |
|
— |
|
0.4 |
|
|
|
|
|
|
Convertible preferred stock (743 shares) |
|
|
|
|
|
0.9 |
|
0.9 |
|
0.9 |
|
0.9 |
|
|
|
|
|
|
Senior secured loan (6.5%, due 7/20) |
|
|
|
|
|
23.7 |
|
23.9 |
|
23.7 |
|
23.9 |
|
|
R2 Acquisition Corp. |
|
Marketing services |
|
Common stock (250,000 shares) |
|
0.3 |
|
0.3 |
|
|
|
|
|
0.3 |
|
0.3 |
|
|
Rocket Fuel Inc. |
|
Provider of open and integrated software for digital marketing optimization |
|
Common stock (11,405 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Sonian Inc. |
|
Cloud-based email archiving platform |
|
Senior secured loan (9.0%, due 9/19) |
|
7.3 |
|
7.5 |
|
|
|
|
|
7.3 |
|
7.5 |
|
|
|
|
|
|
Warrant to purchase up to 169,045 shares of Series C preferred stock (expires 9/22) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
Systems Maintenance Services Holding, Inc. |
|
Provides multi-vendor maintenance solutions for IT original equipment manufacturers |
|
Junior secured loan (9.3%, due 10/20) |
|
|
|
|
|
34.8 |
|
34.8 |
|
34.8 |
|
34.8 |
|
|
Talari Networks, Inc. |
|
Networking equipment provider |
|
Senior secured loan (9.8%, due 12/18) |
|
5.9 |
|
6.0 |
|
|
|
|
|
5.9 |
|
6.0 |
|
|
|
|
|
|
Warrant to purchase up to 421,052 shares of Series D-1 preferred stock (expires 8/22) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
The Greeley Company, Inc. and HCP Acquisition Holdings, LLC (4) |
|
Healthcare compliance advisory services |
|
Senior subordinated loan (due 3/17) (3) |
|
— |
|
1.0 |
|
|
|
|
|
— |
|
1.0 |
|
|
|
|
|
|
Class A units (14,293,110 units) |
|
12.8 |
|
— |
|
|
|
|
|
12.8 |
|
— |
|
|
TraceLink, Inc. |
|
Supply chain management software provider for the pharmaceutical industry |
|
Senior secured revolving loan (7.5%, due 12/16) |
|
4.4 |
|
4.4 |
|
|
|
|
|
4.4 |
|
4.4 |
|
|
|
|
|
|
Senior secured loan (8.5%, due 1/19) |
|
4.0 |
|
4.1 |
|
|
|
|
|
4.0 |
|
4.1 |
|
|
|
|
|
|
Warrant to purchase up to 283,353 shares of Series A-2 preferred stock (expires 1/25) |
|
0.1 |
|
1.0 |
|
|
|
|
|
0.1 |
|
1.0 |
|
|
Tyden Cayman Holdings Corp. |
|
Manufacturer and provider of cargo security and product identification and traceability solutions |
|
Common stock (5,521,203 shares) |
|
|
|
|
|
5.5 |
|
4.5 |
|
5.5 |
|
4.5 |
|
|
|
|
|
|
Convertible preferred stock (46,276 shares) |
|
|
|
|
|
0.1 |
|
0.1 |
|
0.1 |
|
0.1 |
|
|
Velocity Holdings Corp. |
|
Hosted enterprise resource planning application management services provider |
|
Common units (1,713,546 units) |
|
4.5 |
|
3.0 |
|
|
|
|
|
4.5 |
|
3.0 |
|
|
W3 Co. |
|
Provider of integrated safety and compliance solutions to companies operating in hazardous environments |
|
Junior secured loan (due 9/20) (3) |
|
|
|
|
|
8.6 |
|
3.7 |
|
8.6 |
|
3.7 |
|
|
WorldPay Group PLC |
|
Payment processing company |
|
C2 shares (73,974 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
752.6 |
|
744.4 |
|
856.5 |
|
826.4 |
|
1,609.1 |
|
1,570.8 |
|
|
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Absolute Dental Management LLC and ADM Equity, LLC |
|
Dental services provider |
|
Senior secured loan (9.1%, due 1/22) |
|
18.7 |
|
18.2 |
|
|
|
|
|
18.7 |
|
18.2 |
|
|
|
|
|
|
Senior secured loan (9.1%, due 1/22) |
|
5.0 |
|
4.9 |
|
|
|
|
|
5.0 |
|
4.9 |
|
|
|
|
|
|
Class A preferred units (4,000,000 units) |
|
4.0 |
|
1.9 |
|
|
|
|
|
4.0 |
|
1.9 |
|
|
|
|
|
|
Class A common units (4,000,000 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
ADCS Billings Intermediate Holdings, LLC |
|
Dermatology practice |
|
Senior secured revolving loan (8.3%, due 5/22) |
|
1.4 |
|
1.4 |
|
|
|
|
|
1.4 |
|
1.4 |
|
|
ADG, LLC and RC IV GEDC Investor LLC |
|
Dental services provider |
|
Senior secured revolving loan (5.8%, due 9/22) |
|
2.1 |
|
2.1 |
|
|
|
|
|
2.1 |
|
2.1 |
|
|
|
|
|
|
Senior secured loan (5.8%, due 9/23) |
|
33.4 |
|
33.4 |
|
|
|
|
|
33.4 |
|
33.4 |
|
|
|
|
|
|
Junior secured loan (10.0%, due 3/24) |
|
87.5 |
|
87.5 |
|
|
|
|
|
87.5 |
|
87.5 |
|
|
|
|
|
|
Membership units (3,000,000 units) |
|
3.0 |
|
3.0 |
|
|
|
|
|
3.0 |
|
3.0 |
|
|
Alcami Holdings, LLC (4) |
|
Chemistry outsourcing partner to the pharmaceutical and biotechnology industries |
|
Senior secured loan (6.5%, due 3/17-10/20) |
|
|
|
|
|
109.8 |
|
110.6 |
|
109.8 |
|
110.6 |
|
|
|
|
|
|
Senior subordinated loan (13.3%, due 10/20) (2) |
|
|
|
|
|
146.7 |
|
147.6 |
|
146.7 |
|
147.6 |
|
|
|
|
|
|
Redeemable preferred stock (84,936 shares) |
|
|
|
|
|
61.0 |
|
12.8 |
|
61.0 |
|
12.8 |
|
|
Alegeus Technologies Holdings Corp. |
|
Benefits administration and transaction processing provider |
|
Preferred stock (2,997 shares) |
|
3.1 |
|
1.8 |
|
|
|
|
|
3.1 |
|
1.8 |
|
|
|
|
|
|
Common stock (3 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Argon Medical Devices, Inc. |
|
Manufacturer and marketer of single-use specialty medical devices |
|
Junior secured loan (10.5%, due 6/22) |
|
8.8 |
|
9.0 |
|
|
|
|
|
8.8 |
|
9.0 |
|
|
AwarePoint Corporation |
|
Healthcare technology platform developer |
|
Senior secured loan (10.5%, due 6/18) |
|
8.5 |
|
8.8 |
|
|
|
|
|
8.5 |
|
8.8 |
|
|
|
|
|
|
Warrant to purchase up to 3,213,367 shares of Series 1 preferred stock (expires 9/24) |
|
— |
|
0.6 |
|
|
|
|
|
— |
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
CCS Intermediate Holdings, LLC and CCS Group Holdings, LLC |
|
Correctional facility healthcare operator |
|
Senior secured revolving loan (5.0%, due 7/19) |
|
3.8 |
|
3.2 |
|
|
|
|
|
3.8 |
|
3.2 |
|
|
|
|
|
|
Senior secured revolving loan (6.5%, due 7/19) |
|
1.6 |
|
1.4 |
|
|
|
|
|
1.6 |
|
1.4 |
|
|
|
|
|
|
Senior secured loan (5.0%, due 7/21) |
|
6.6 |
|
5.6 |
|
|
|
|
|
6.6 |
|
5.6 |
|
|
|
|
|
|
Junior secured loan (9.4%, due 7/22) |
|
134.0 |
|
101.3 |
|
|
|
|
|
134.0 |
|
101.3 |
|
|
|
|
|
|
Class A units (601,937 units) |
|
— |
|
0.2 |
|
|
|
|
|
— |
|
0.2 |
|
|
Correctional Medical Group Companies, Inc. |
|
Correctional facility healthcare operator |
|
Senior secured loan (9.4%, due 9/21) |
|
3.1 |
|
3.0 |
|
|
|
|
|
3.1 |
|
3.0 |
|
|
|
|
|
|
Senior secured loan (9.4%, due 9/21) |
|
4.1 |
|
4.0 |
|
|
|
|
|
4.1 |
|
4.0 |
|
|
|
|
|
|
Senior secured loan (9.4%, due 9/21) |
|
44.7 |
|
43.8 |
|
|
|
|
|
44.7 |
|
43.8 |
|
|
DCA Investment Holding, LLC |
|
Multi-branded dental practice management |
|
Senior secured revolving loan (7.8%, due 7/21) |
|
5.8 |
|
5.7 |
|
|
|
|
|
5.8 |
|
5.7 |
|
|
|
|
|
|
Senior secured loan (6.3%, due 7/21) |
|
18.8 |
|
18.6 |
|
|
|
|
|
18.8 |
|
18.6 |
|
|
DNAnexus, Inc. |
|
Bioinformatics company |
|
Senior secured loan (9.3%, due 10/18) |
|
9.9 |
|
10.1 |
|
|
|
|
|
9.9 |
|
10.1 |
|
|
|
|
|
|
Warrant to purchase up to 909,092 units of Series C preferred stock (expires 3/24) |
|
— |
|
0.1 |
|
|
|
|
|
— |
|
0.1 |
|
|
Global Healthcare Exchange, LLC and GHX Ultimate Parent Corp. |
|
On-demand supply chain automation solutions provider |
|
Junior secured loan (9.8%, due 8/23) |
|
46.8 |
|
47.5 |
|
|
|
|
|
46.8 |
|
47.5 |
|
|
|
|
|
|
Class A common stock (1,788 shares) |
|
1.8 |
|
1.8 |
|
|
|
|
|
1.8 |
|
1.8 |
|
|
|
|
|
|
Class B common stock (980 shares) |
|
— |
|
5.2 |
|
|
|
|
|
— |
|
5.2 |
|
|
Greenphire, Inc. and RMCF III CIV XXIX, L.P |
|
Software provider for clinical trial management |
|
Senior secured loan (9.0%, due 12/18) |
|
1.5 |
|
1.5 |
|
|
|
|
|
1.5 |
|
1.5 |
|
|
|
|
|
|
Senior secured loan (9.0%, due 12/18) |
|
3.8 |
|
3.8 |
|
|
|
|
|
3.8 |
|
3.8 |
|
|
|
|
|
|
Limited partnership interest (99.90% interest) |
|
1.0 |
|
1.6 |
|
|
|
|
|
1.0 |
|
1.6 |
|
|
HALT Medical, Inc. (4) |
|
Patented disposable needle used to remove uterine fibroids |
|
Senior secured loan (due 6/16) (3) |
|
|
|
|
|
74.0 |
|
10.0 |
|
74.0 |
|
10.0 |
|
|
Hygiena Borrower LLC |
|
Adenosine triphosphate testing technology provider |
|
Junior secured loan (10.0%, due 8/23) |
|
10.0 |
|
10.0 |
|
|
|
|
|
10.0 |
|
10.0 |
|
|
INC Research Mezzanine Co-Invest, LLC |
|
Pharmaceutical and biotechnology consulting services |
|
Common units (1,410,000 units) |
|
— |
|
0.7 |
|
|
|
|
|
— |
|
0.7 |
|
|
Intermedix Corporation |
|
Revenue cycle management provider to the emergency healthcare industry |
|
Junior secured loan (9.3%, due 6/20) |
|
112.0 |
|
107.5 |
|
|
|
|
|
112.0 |
|
107.5 |
|
|
Island Medical Management Holdings, LLC |
|
Provider of physician management services |
|
Senior secured revolving loan (6.0%, due 9/21) |
|
0.2 |
|
0.2 |
|
|
|
|
|
0.2 |
|
0.2 |
|
|
|
|
|
|
Senior secured loan (6.0%, due 9/22) |
|
0.4 |
|
0.4 |
|
|
|
|
|
0.4 |
|
0.4 |
|
|
|
|
|
|
Senior secured loan (6.0%, due 9/22) |
|
6.2 |
|
6.2 |
|
|
|
|
|
6.2 |
|
6.2 |
|
|
MC Acquisition Holdings I, LLC |
|
Healthcare professional provider |
|
Class A units (1,338,314 shares) |
|
1.3 |
|
1.2 |
|
|
|
|
|
1.3 |
|
1.2 |
|
|
MW Dental Holding Corp. |
|
Dental services provider |
|
Senior secured revolving loan (8.5%, due 4/18) |
|
1.0 |
|
1.0 |
|
|
|
|
|
1.0 |
|
1.0 |
|
|
|
|
|
|
Senior secured loan (8.5%, due 4/18) |
|
45.0 |
|
45.0 |
|
|
|
|
|
45.0 |
|
45.0 |
|
|
|
|
|
|
Senior secured loan (8.5%, due 4/18) |
|
47.4 |
|
47.4 |
|
|
|
|
|
47.4 |
|
47.4 |
|
|
|
|
|
|
Senior secured loan (8.5%, due 4/18) |
|
19.6 |
|
19.6 |
|
|
|
|
|
19.6 |
|
19.6 |
|
|
My Health Direct, Inc. |
|
Healthcare scheduling exchange software solution provider |
|
Senior secured loan (10.8%, due 1/18) |
|
1.6 |
|
1.6 |
|
|
|
|
|
1.6 |
|
1.6 |
|
|
|
|
|
|
Warrant to purchase up to 4,548 shares of Series D preferred stock (expires 9/24) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
New Trident Holdcorp, Inc. |
|
Outsourced mobile diagnostic healthcare service provider |
|
Junior secured loan (10.3%, due 7/20) |
|
79.1 |
|
76.0 |
|
|
|
|
|
79.1 |
|
76.0 |
|
|
NMSC Holdings, Inc. and ASP NAPA Holdings, LLC |
|
Anesthesia management services provider |
|
Junior secured loan (11.0%, due 10/23) |
|
72.8 |
|
72.8 |
|
|
|
|
|
72.8 |
|
72.8 |
|
|
|
|
|
|
Class A units (25,277 units) |
|
2.5 |
|
2.5 |
|
|
|
|
|
2.5 |
|
2.5 |
|
|
Nodality, Inc. |
|
Biotechnology company |
|
Senior secured loan (due 8/16) (3) |
|
2.5 |
|
2.6 |
|
|
|
|
|
2.5 |
|
2.6 |
|
|
|
|
|
|
Senior secured loan (due 8/16) (3) |
|
9.7 |
|
0.8 |
|
|
|
|
|
9.7 |
|
0.8 |
|
|
|
|
|
|
Common stock (3,736,255 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
nThrive, Inc. (fka Precyse Acquisition Corp.) |
|
Provider of healthcare information management technology and services |
|
Junior secured loan (10.8%, due 4/23) |
|
9.6 |
|
10.0 |
|
|
|
|
|
9.6 |
|
10.0 |
|
|
OmniSYS Acquisition Corporation, OmniSYS, LLC, and OSYS Holdings, LLC |
|
Provider of technology-enabled solutions to pharmacies |
|
Senior secured loan (8.5%, due 11/18) |
|
5.9 |
|
5.9 |
|
|
|
|
|
5.9 |
|
5.9 |
|
|
|
|
|
|
Limited liability company membership interest (1.57)% |
|
1.0 |
|
0.7 |
|
|
|
|
|
1.0 |
|
0.7 |
|
|
Patterson Medical Supply, Inc. |
|
Distributor of rehabilitation supplies and equipment |
|
Junior secured loan (9.5%, due 8/23) |
|
76.1 |
|
78.0 |
|
|
|
|
|
76.1 |
|
78.0 |
|
|
PerfectServe, Inc. |
|
Communications software platform provider for hospitals and physician practices |
|
Senior secured loan (9.0%, due 3/20) |
|
8.7 |
|
9.0 |
|
|
|
|
|
8.7 |
|
9.0 |
|
|
|
|
|
|
Senior secured loan (9.0%, due 6/20) |
|
2.0 |
|
2.0 |
|
|
|
|
|
2.0 |
|
2.0 |
|
|
|
|
|
|
Senior secured loan (9.0%, due 6/21) |
|
3.0 |
|
3.0 |
|
|
|
|
|
3.0 |
|
3.0 |
|
|
|
|
|
|
Warrant to purchase up to 28,428 shares of Series C preferred stock (expires 9/25) |
|
0.2 |
|
0.3 |
|
|
|
|
|
0.2 |
|
0.3 |
|
|
|
|
|
|
Warrant to purchase up to 34,113 units of Series C preferred stock (expires 12/23) |
|
— |
|
0.3 |
|
|
|
|
|
— |
|
0.3 |
|
|
PhyMED Management LLC |
|
Provider of anesthesia services |
|
Junior secured loan (9.8%, due 5/21) |
|
46.6 |
|
45.8 |
|
|
|
|
|
46.6 |
|
45.8 |
|
|
Respicardia, Inc. |
|
Developer of implantable therapies to improve cardiovascular health |
|
Warrant to purchase up to 99,094 shares of Series C preferred stock (expires 6/22) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Sarnova HC, LLC, Tri-Anim Health Services, Inc., and BEMS Holdings, LLC |
|
Distributor of emergency medical service and respiratory products |
|
Junior secured loan (10.5%, due 7/22) |
|
54.0 |
|
54.0 |
|
|
|
|
|
54.0 |
|
54.0 |
|
|
Transaction Data Systems, Inc. |
|
Pharmacy management software provider |
|
Junior secured loan (10.0%, due 6/22) |
|
27.5 |
|
27.5 |
|
|
|
|
|
27.5 |
|
27.5 |
|
|
U.S. Anesthesia Partners, Inc. |
|
Anesthesiology service provider |
|
Junior secured loan (10.3%, due 9/20) |
|
23.5 |
|
23.5 |
|
|
|
|
|
23.5 |
|
23.5 |
|
|
|
|
|
|
Junior secured loan (10.3%, due 9/20) |
|
50.0 |
|
50.0 |
|
|
|
|
|
50.0 |
|
50.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
Urgent Cares of America Holdings I, LLC and FastMed Holdings I, LLC |
|
Operator of urgent care clinics |
|
Senior secured loan (7.0%, due 12/22) |
|
13.9 |
|
12.6 |
|
|
|
|
|
13.9 |
|
12.6 |
|
|
|
|
|
|
Senior secured loan (7.0%, due 12/22) |
|
54.3 |
|
49.4 |
|
|
|
|
|
54.3 |
|
49.4 |
|
|
|
|
|
|
Preferred units (7,696,613 units) |
|
7.7 |
|
8.6 |
|
|
|
|
|
7.7 |
|
8.6 |
|
|
|
|
|
|
Series A common units (2,000,000 units) |
|
2.0 |
|
0.5 |
|
|
|
|
|
2.0 |
|
0.5 |
|
|
|
|
|
|
Series C common units (1,026,866 units) |
|
— |
|
0.2 |
|
|
|
|
|
— |
|
0.2 |
|
|
VistaPharm, Inc. and Vertice Pharma UK Parent Limited |
|
Manufacturer and distributor of generic pharmaceutical products |
|
Preferred shares (40,662 shares) |
|
0.4 |
|
0.4 |
|
|
|
|
|
0.4 |
|
0.4 |
|
|
Young Innovations, Inc. |
|
Dental supplies and equipment manufacturer |
|
Junior secured loan (9.0%, due 7/19) |
|
45.0 |
|
45.0 |
|
|
|
|
|
45.0 |
|
45.0 |
|
|
|
|
|
|
|
|
1,305.5 |
|
1,253.2 |
|
391.5 |
|
281.0 |
|
1,697.0 |
|
1,534.2 |
|
|
Other Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Residential Services L.L.C. |
|
Heating, ventilation and air conditioning services provider |
|
Junior secured loan (9.0%, due 12/21) |
|
66.6 |
|
67.0 |
|
|
|
|
|
66.6 |
|
67.0 |
|
|
Community Education Centers, Inc. and CEC Parent Holdings LLC (4) |
|
Offender re-entry and in-prison treatment services provider |
|
Senior secured loan (6.3%, due 12/17) |
|
13.6 |
|
13.6 |
|
|
|
|
|
13.6 |
|
13.6 |
|
|
|
|
|
|
Senior secured loan (7.8%, due 12/17) |
|
0.7 |
|
0.7 |
|
|
|
|
|
0.7 |
|
0.7 |
|
|
|
|
|
|
Junior secured loan (15.8%, due 6/18) |
|
21.9 |
|
21.9 |
|
|
|
|
|
21.9 |
|
21.9 |
|
|
|
|
|
|
Class A senior preferred units (7,846 units) |
|
9.4 |
|
10.9 |
|
|
|
|
|
9.4 |
|
10.9 |
|
|
|
|
|
|
Class A junior preferred units (26,154 units) |
|
20.1 |
|
18.8 |
|
|
|
|
|
20.1 |
|
18.8 |
|
|
|
|
|
|
Class A common units (134 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Competitor Group, Inc., Calera XVI, LLC and Champion Parent Corporation (4) |
|
Endurance sports media and event operator |
|
Senior secured revolving loan (5.0%, due 11/18) |
|
4.5 |
|
4.6 |
|
|
|
|
|
4.5 |
|
4.6 |
|
|
|
|
|
|
Senior secured revolving loan (5.0%, due 11/18) |
|
0.6 |
|
0.6 |
|
|
|
|
|
0.6 |
|
0.6 |
|
|
|
|
|
|
Senior secured loan (5.0%, due 11/18) |
|
38.0 |
|
39.1 |
|
|
|
|
|
38.0 |
|
39.1 |
|
|
|
|
|
|
Preferred shares (18,875 shares) |
|
16.0 |
|
1.2 |
|
|
|
|
|
16.0 |
|
1.2 |
|
|
|
|
|
|
Membership units (2,522,512 units) |
|
2.5 |
|
— |
|
|
|
|
|
2.5 |
|
— |
|
|
|
|
|
|
Common shares (114,000 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Crown Health Care Laundry Services, Inc. and Crown Laundry Holdings, LLC (5) |
|
Provider of outsourced healthcare linen management solutions |
|
Senior secured revolving loan (7.3%, due 3/19) |
|
3.8 |
|
3.8 |
|
|
|
|
|
3.8 |
|
3.8 |
|
|
|
|
|
|
Senior secured loan (7.3%, due 3/19) |
|
5.2 |
|
5.2 |
|
|
|
|
|
5.2 |
|
5.2 |
|
|
|
|
|
|
Class A preferred units (2,475,000 units) |
|
2.5 |
|
3.0 |
|
|
|
|
|
2.5 |
|
3.0 |
|
|
|
|
|
|
Class B common units (275,000 units) |
|
0.3 |
|
0.3 |
|
|
|
|
|
0.3 |
|
0.3 |
|
|
Dwyer Acquisition Parent, Inc. and TDG Group Holding Company |
|
Operator of multiple franchise concepts primarily related to home maintenance or repairs |
|
Senior subordinated loan (11.0%, due 2/20) |
|
31.5 |
|
31.5 |
|
|
|
|
|
31.5 |
|
31.5 |
|
|
|
|
|
|
Senior subordinated loan (11.0%, due 2/20) |
|
52.7 |
|
52.7 |
|
|
|
|
|
52.7 |
|
52.7 |
|
|
|
|
|
|
Common stock (32,843 shares) |
|
3.4 |
|
5.0 |
|
|
|
|
|
3.4 |
|
5.0 |
|
|
Hard 8 Games, LLC (4) |
|
Develops disruptive gaming technology for casino applications |
|
Senior secured loan (7.2%, due 12/16) (2) |
|
|
|
|
|
64.4 |
|
64.4 |
|
64.4 |
|
64.4 |
|
|
|
|
|
|
Membership units (2 units) |
|
|
|
|
|
24.0 |
|
12.8 |
|
24.0 |
|
12.8 |
|
|
Massage Envy, LLC |
|
Franchisor in the massage industry |
|
Senior secured loan (8.5%, due 9/18) |
|
39.0 |
|
39.0 |
|
|
|
|
|
39.0 |
|
39.0 |
|
|
|
|
|
|
Senior secured loan (8.5%, due 9/18) |
|
18.9 |
|
18.9 |
|
|
|
|
|
18.9 |
|
18.9 |
|
|
|
|
|
|
Common stock (3,000,000 shares) |
|
3.0 |
|
5.8 |
|
|
|
|
|
3.0 |
|
5.8 |
|
|
McKenzie Sports Products, LLC |
|
Designer, manufacturer and distributor of hunting-related supplies |
|
Senior secured loan (6.8%, due 9/20) |
|
5.5 |
|
5.4 |
|
|
|
|
|
5.5 |
|
5.4 |
|
|
|
|
|
|
Senior secured loan (6.8%, due 9/20) |
|
39.5 |
|
38.7 |
|
|
|
|
|
39.5 |
|
38.7 |
|
|
|
|
|
|
Senior secured loan (6.8%, due 9/20) |
|
45.0 |
|
44.1 |
|
|
|
|
|
45.0 |
|
44.1 |
|
|
OpenSky Project, Inc. and OSP Holdings, Inc. |
|
Social commerce platform operator |
|
Senior secured loan (10.0%, due 9/17) |
|
1.2 |
|
1.2 |
|
|
|
|
|
1.2 |
|
1.2 |
|
|
|
|
|
|
Warrant to purchase up to 159,496 shares of Series D preferred stock (expires 4/25) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Osmose Utility Services, Inc. and Osmose Holdings, Inc. |
|
Provider of structural integrity management services to transmission and distribution infrastructure |
|
Junior secured loan (8.8%, due 8/23) |
|
24.6 |
|
24.5 |
|
33.7 |
|
33.8 |
|
58.3 |
|
58.3 |
|
|
SocialFlow, Inc. |
|
Social media optimization platform provider |
|
Senior secured loan (9.5%, due 8/19) |
|
3.9 |
|
4.0 |
|
|
|
|
|
3.9 |
|
4.0 |
|
|
|
|
|
|
Warrant to purchase up to 215,331 shares of Series C preferred stock (expires 1/26) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Spin HoldCo Inc. |
|
Laundry service and equipment provider |
|
Junior secured loan (8.0%, due 5/20) |
|
140.0 |
|
137.2 |
|
|
|
|
|
140.0 |
|
137.2 |
|
|
Surface Dive, Inc. |
|
SCUBA diver training and certification provider |
|
Junior secured loan (9.0%, due 1/22) |
|
31.6 |
|
31.6 |
|
|
|
|
|
31.6 |
|
31.6 |
|
|
|
|
|
|
Junior secured loan (10.3%, due 1/22) |
|
93.8 |
|
94.1 |
|
|
|
|
|
93.8 |
|
94.1 |
|
|
TWH Water Treatment Industries, Inc., TWH Filtration Industries, Inc. and TWH Infrastructure Industries, Inc. |
|
Wastewater infrastructure repair, treatment and filtration holding company |
|
Senior secured loan (10.3%, due 10/19) |
|
5.4 |
|
5.4 |
|
|
|
|
|
5.4 |
|
5.4 |
|
|
|
|
|
|
Senior secured loan (10.3%, due 10/19) |
|
36.4 |
|
36.4 |
|
|
|
|
|
36.4 |
|
36.4 |
|
|
U.S. Security Associates Holdings, Inc |
|
Security guard service provider |
|
Junior secured loan (11.0%, due 7/18) |
|
25.0 |
|
25.0 |
|
|
|
|
|
25.0 |
|
25.0 |
|
|
WASH Multifamily Acquisition Inc. and Coinamatic Canada Inc. |
|
Laundry service and equipment provider |
|
Junior secured loan (8.0%, due 5/23) |
|
3.7 |
|
3.7 |
|
|
|
|
|
3.7 |
|
3.7 |
|
|
|
|
|
|
Junior secured loan (8.0%, due 5/23) |
|
20.9 |
|
21.1 |
|
|
|
|
|
20.9 |
|
21.1 |
|
|
|
|
|
|
|
|
830.7 |
|
816.0 |
|
122.1 |
|
111.0 |
|
952.8 |
|
927.0 |
|
|
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AllBridge Financial, LLC (4) |
|
Asset management services |
|
Equity interests |
|
— |
|
0.5 |
|
|
|
|
|
— |
|
0.5 |
|
|
American Capital Asset Management, LLC (4) |
|
Asset management services |
|
Common membership interest (100.00% interest) |
|
|
|
|
|
432.0 |
|
440.4 |
|
432.0 |
|
440.4 |
(8) |
|
AmWINS Group, LLC |
|
Wholesale insurance broker |
|
Junior secured loan (9.5%, due 9/20) |
|
|
|
|
|
45.1 |
|
46.7 |
|
45.1 |
|
46.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
Callidus Capital Corporation (4) |
|
Asset management services |
|
Common stock (100 shares) |
|
3.0 |
|
1.7 |
|
|
|
|
|
3.0 |
|
1.7 |
|
|
Ciena Capital LLC (4) |
|
Real estate and small business loan servicer |
|
Senior secured revolving loan (6.0%, due 12/16) |
|
14.0 |
|
14.0 |
|
|
|
|
|
14.0 |
|
14.0 |
|
|
|
|
|
|
Senior secured loan (12.0%, due 12/16) |
|
0.2 |
|
0.2 |
|
|
|
|
|
0.2 |
|
0.2 |
|
|
|
|
|
|
Senior secured loan (12.0%, due 12/16) |
|
0.5 |
|
0.5 |
|
|
|
|
|
0.5 |
|
0.5 |
|
|
|
|
|
|
Senior secured loan (12.0%, due 12/16) |
|
1.3 |
|
1.3 |
|
|
|
|
|
1.3 |
|
1.3 |
|
|
|
|
|
|
Equity interests |
|
35.0 |
|
17.1 |
|
|
|
|
|
35.0 |
|
17.1 |
|
|
Commercial Credit Group, Inc. |
|
Commercial equipment finance and leasing company |
|
Senior subordinated loan (11.0%, due 8/22) |
|
28.0 |
|
28.0 |
|
|
|
|
|
28.0 |
|
28.0 |
|
|
FAMS Acquisition, Inc. (4) |
|
Provider of outsourced receivables management services |
|
Senior subordinated loan (due 1/16) (3) |
|
|
|
|
|
13.3 |
|
5.7 |
|
13.3 |
|
5.7 |
|
|
|
|
|
|
Senior subordinated loan (12.5%, due 1/16) (2) |
|
|
|
|
|
13.0 |
|
10.9 |
|
13.0 |
|
10.9 |
|
|
Imperial Capital Group LLC |
|
Investment services |
|
Class A common units (32,369 units) |
|
7.8 |
|
11.8 |
|
|
|
|
|
7.8 |
|
11.8 |
|
|
|
|
|
|
2006 Class B common units (10,605 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
2007 Class B common units (1,323 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Ivy Hill Asset Management, L.P. (4) |
|
Asset management services |
|
Member interest (100.00% interest) |
|
171.0 |
|
233.5 |
|
|
|
|
|
171.0 |
|
233.5 |
(8) |
|
Javlin Three LLC, Javlin Four LLC, and Javlin Five LLC |
|
Asset-backed financial services company |
|
Senior secured loan (10.5%, due 6/17) |
|
34.9 |
|
34.9 |
|
|
|
|
|
34.9 |
|
34.9 |
|
|
LSQ Funding Group, L.C. and LM LSQ Investors LLC |
|
Asset based lender |
|
Senior subordinated loan (10.5%, due 6/21) |
|
30.0 |
|
30.0 |
|
|
|
|
|
30.0 |
|
30.0 |
|
|
|
|
|
|
Membership units (3,275,000 units) |
|
3.3 |
|
3.3 |
|
|
|
|
|
3.3 |
|
3.3 |
|
|
The Gordian Group, Inc. and Gordian Acquisition Corp. |
|
Financial services firm |
|
Senior secured loan (5.8%, due 7/19) |
|
|
|
|
|
40.0 |
|
39.2 |
|
40.0 |
|
39.2 |
|
|
|
|
|
|
Common stock (526 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
329.0 |
|
376.8 |
|
543.4 |
|
542.9 |
|
872.4 |
|
919.7 |
|
|
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Badger Sportswear Acquisition, Inc. |
|
Provider of team uniforms and athletic wear |
|
Junior secured loan (10.0%, due 3/24) |
|
49.9 |
|
50.0 |
|
|
|
|
|
49.9 |
|
50.0 |
|
|
Bellotto Holdings Limited (4) |
|
Provider of made-to-measure blinds |
|
Common stock (2,697,010 shares) |
|
|
|
|
|
83.5 |
|
124.8 |
|
83.5 |
|
124.8 |
|
|
|
|
|
|
Redeemable preferred stock (7,300,610 shares) |
|
|
|
|
|
40.1 |
|
41.7 |
|
40.1 |
|
41.7 |
|
|
BRG Sports, Inc. |
|
Designer, manufacturer and licensor of branded sporting goods, reconditioning services and collectibles |
|
Common units (6,566,655 units) |
|
|
|
|
|
0.7 |
|
— |
|
0.7 |
|
— |
|
|
|
|
|
|
Redeemable preferred stock (2,009 shares) |
|
|
|
|
|
2.4 |
|
1.9 |
|
2.4 |
|
1.9 |
|
|
Feradyne Outdoors, LLC and Bowhunter Holdings, LLC |
|
Provider of branded archery and bowhunting accessories |
|
Senior secured loan (4.0%, due 3/19) |
|
4.4 |
|
4.2 |
|
|
|
|
|
4.4 |
|
4.2 |
|
|
|
|
|
|
Senior secured loan (4.0%, due 3/19) |
|
6.6 |
|
6.3 |
|
|
|
|
|
6.6 |
|
6.3 |
|
|
|
|
|
|
Senior secured loan (6.6%, due 3/19) |
|
9.5 |
|
8.8 |
|
|
|
|
|
9.5 |
|
8.8 |
|
|
|
|
|
|
Senior secured loan (6.6%, due 3/19) |
|
50.1 |
|
46.1 |
|
|
|
|
|
50.1 |
|
46.1 |
|
|
|
|
|
|
Common units (300 units) |
|
3.7 |
|
2.0 |
|
|
|
|
|
3.7 |
|
2.0 |
|
|
FXI Holdings, Inc. |
|
Producer of flexible polyurethane foam |
|
Common stock (3,163 shares) |
|
|
|
|
|
— |
|
0.6 |
|
— |
|
0.6 |
|
|
Group Montana, Inc. (4) |
|
Leading designer, manufacturer and distributor of western-style accessories |
|
Common stock (100.00% interest) |
|
|
|
|
|
12.6 |
|
— |
|
12.6 |
|
— |
|
|
|
|
|
|
Convertible preferred stock (4,000 shares) |
|
|
|
|
|
1.0 |
|
0.9 |
|
1.0 |
|
0.9 |
|
|
|
|
|
|
Senior secured loan (6.3%, due 1/17) |
|
|
|
|
|
5.7 |
|
5.7 |
|
5.7 |
|
5.7 |
|
|
Indra Holdings Corp. |
|
Designer, marketer, and distributor of rain and cold weather products |
|
Junior secured loan (8.5%, due 11/21) |
|
79.1 |
|
61.6 |
|
|
|
|
|
79.1 |
|
61.6 |
|
|
Matrixx Initiatives, Inc. and Wonder Holdings Acquisition Corp. |
|
Developer and marketer of OTC healthcare products |
|
Warrant to purchase up to 941 shares of preferred stock (expires 6/21) |
|
— |
|
1.4 |
|
|
|
|
|
— |
|
1.4 |
|
|
|
|
|
|
Warrant to purchase up to 1,654,678 shares of common stock (expires 6/21) |
|
— |
|
0.6 |
|
|
|
|
|
— |
|
0.6 |
|
|
Oak Parent, Inc. |
|
Manufacturer of athletic apparel |
|
Senior secured loan (7.8%, due 4/18) |
|
7.7 |
|
7.7 |
|
|
|
|
|
7.7 |
|
7.7 |
|
|
|
|
|
|
Senior secured loan (9.5%, due 4/18) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Plantation Products, LLC, Seed Holdings, Inc. and Flora Parent, Inc. |
|
Provider of branded lawn and garden products |
|
Junior secured loan (9.5%, due 6/21) |
|
2.0 |
|
2.0 |
|
|
|
|
|
2.0 |
|
2.0 |
|
|
|
|
|
|
Junior secured loan (9.5%, due 6/21) |
|
53.8 |
|
54.0 |
|
|
|
|
|
53.8 |
|
54.0 |
|
|
|
|
|
|
Junior secured loan (9.5%, due 6/21) |
|
10.0 |
|
10.0 |
|
|
|
|
|
10.0 |
|
10.0 |
|
|
|
|
|
|
Common stock (30,000 shares) |
|
3.0 |
|
4.2 |
|
|
|
|
|
3.0 |
|
4.2 |
|
|
RD Holdco Inc. (4) |
|
Manufacturer of steam cleaning carpet care machines rented to consumers |
|
Common stock (458,596 shares) |
|
|
|
|
|
23.6 |
|
24.9 |
|
23.6 |
|
24.9 |
|
|
|
|
|
|
Warrant to purchase up to 56,372 shares of common stock (expires 12/23) |
|
|
|
|
|
2.9 |
|
— |
|
2.9 |
|
— |
|
|
|
|
|
|
Junior secured loan (11.3%, due 12/18) |
|
|
|
|
|
15.7 |
|
16.6 |
|
15.7 |
|
16.6 |
|
|
SHO Holding I Corporation |
|
Manufacturer and distributor of slip resistant footwear |
|
Junior secured loan (9.5%, due 4/23) |
|
97.8 |
|
99.0 |
|
|
|
|
|
97.8 |
|
99.0 |
|
|
Shock Doctor, Inc. and Shock Doctor Holdings, LLC (5) |
|
Developer, marketer and distributor of sports protection equipment and accessories |
|
Junior secured loan (11.5%, due 10/21) |
|
35.4 |
|
35.4 |
|
|
|
|
|
35.4 |
|
35.4 |
|
|
|
|
|
|
Junior secured loan (11.5%, due 10/21) |
|
54.0 |
|
54.0 |
|
|
|
|
|
54.0 |
|
54.0 |
|
|
|
|
|
|
Class A preferred units (50,000 units) |
|
5.0 |
|
4.5 |
|
|
|
|
|
5.0 |
|
4.5 |
|
|
|
|
|
|
Class C preferred units (50,000 units) |
|
5.0 |
|
4.5 |
|
|
|
|
|
5.0 |
|
4.5 |
|
|
The Step2 Company, LLC (4) |
|
Toy manufacturer |
|
Junior secured loan (10.0%, due 9/19) |
|
27.5 |
|
27.6 |
|
|
|
|
|
27.5 |
|
27.6 |
|
|
|
|
|
|
Junior secured loan (15.0%, due 9/19) (2) |
|
30.3 |
|
48.3 |
|
|
|
|
|
30.3 |
|
48.3 |
|
|
|
|
|
|
Common units (1,116,879 units) |
|
— |
|
3.4 |
|
|
|
|
|
— |
|
3.4 |
|
|
|
|
|
|
Class B common units (126,278,000 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 3,157,895 units |
|
— |
|
0.1 |
|
|
|
|
|
— |
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
Varsity Brands Holding Co., Inc., Hercules Achievement, Inc., Hercules Achievement Holdings, Inc. and Hercules VB Holdings, Inc. |
|
Leading manufacturer and distributor of textiles, apparel & luxury goods |
|
Junior secured loan (9.8%, due 12/22) |
|
1.6 |
|
1.6 |
|
|
|
|
|
1.6 |
|
1.6 |
|
|
|
|
|
|
Junior secured loan (9.8%, due 12/22) |
|
53.6 |
|
54.0 |
|
|
|
|
|
53.6 |
|
54.0 |
|
|
|
|
|
|
Junior secured loan (9.8%, due 12/22) |
|
91.0 |
|
91.7 |
|
|
|
|
|
91.0 |
|
91.7 |
|
|
|
|
|
|
Common stock (3,353,370 shares) |
|
3.4 |
|
5.2 |
|
|
|
|
|
3.4 |
|
5.2 |
|
|
|
|
|
|
Common stock (3,353,371 shares) |
|
4.1 |
|
6.4 |
|
|
|
|
|
4.1 |
|
6.4 |
|
|
|
|
|
|
|
|
688.5 |
|
694.6 |
|
188.2 |
|
217.1 |
|
876.7 |
|
911.7 |
|
|
Power Generation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alphabet Energy, Inc. |
|
Technology developer to convert waste-heat into electricity |
|
Senior secured loan (14.5%, due 8/17) (2) |
|
3.7 |
|
3.9 |
|
|
|
|
|
3.7 |
|
3.9 |
|
|
|
|
|
|
Senior secured loan (due 8/17) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Series 1B preferred stock (12,976 shares) |
|
0.2 |
|
0.1 |
|
|
|
|
|
0.2 |
|
0.1 |
|
|
|
|
|
|
Warrant to purchase up to 125,000 shares of Series 2 preferred stock (expires 12/23) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
CEI Kings Mountain Investor, LP |
|
Gas turbine power generation facilities operator |
|
Senior subordinated loan (11.0%, due 3/17) (2) |
|
31.7 |
|
31.7 |
|
|
|
|
|
31.7 |
|
31.7 |
|
|
CPV Maryland Holding Company II, LLC |
|
Gas turbine power generation facilities operator |
|
Senior subordinated loan (10.0%, due 12/20) |
|
44.4 |
|
42.9 |
|
|
|
|
|
44.4 |
|
42.9 |
|
|
|
|
|
|
Warrant to purchase up to 4 units of common stock (expires 8/18) |
|
— |
|
0.2 |
|
|
|
|
|
— |
|
0.2 |
|
|
DESRI VI Management Holdings, LLC |
|
Wind power generation facility operator |
|
Senior subordinated loan (9.8%, due 12/21) |
|
25.0 |
|
25.0 |
|
|
|
|
|
25.0 |
|
25.0 |
|
|
|
|
|
|
Non-Controlling units (10.0 units) |
|
1.6 |
|
2.3 |
|
|
|
|
|
1.6 |
|
2.3 |
|
|
Green Energy Partners, Stonewall LLC and Panda Stonewall Intermediate Holdings II LLC |
|
Gas turbine power generation facilities operator |
|
Senior secured loan (6.5%, due 11/21) |
|
24.8 |
|
24.1 |
|
|
|
|
|
24.8 |
|
24.1 |
|
|
|
|
|
|
Senior subordinated loan (13.3%, due 12/21) (2) |
|
19.3 |
|
18.8 |
|
|
|
|
|
19.3 |
|
18.8 |
|
|
|
|
|
|
Senior subordinated loan (13.3%, due 12/21) (2) |
|
90.0 |
|
87.8 |
|
|
|
|
|
90.0 |
|
87.8 |
|
|
Joule Unlimited Technologies, Inc. and Stichting Joule Global Foundation |
|
Renewable fuel and chemical production developer |
|
Senior secured loan (13.0%, due 10/18) (2) |
|
8.7 |
|
7.6 |
|
|
|
|
|
8.7 |
|
7.6 |
|
|
|
|
|
|
Senior secured loan (due 10/18) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 32,051 shares of Series C-2 preferred stock (expires 7/23) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
La Paloma Generating Company, LLC |
|
Natural gas fired, combined cycle plant operator |
|
Junior secured loan (due 2/20) (3) |
|
8.8 |
|
— |
|
|
|
|
|
8.8 |
|
— |
|
|
Moxie Liberty LLC |
|
Gas turbine power generation facilities operator |
|
Senior secured loan (7.5%, due 8/20) |
|
34.6 |
|
34.4 |
|
|
|
|
|
34.6 |
|
34.4 |
|
|
Moxie Patriot LLC |
|
Gas turbine power generation facilities operator |
|
Senior secured loan (6.8%, due 12/20) |
|
34.1 |
|
33.3 |
|
|
|
|
|
34.1 |
|
33.3 |
|
|
Panda Power Annex Fund Hummel Holdings II LLC |
|
Gas turbine power generation facilities operator |
|
Senior subordinated loan (13.0%, due 10/16) (2) |
|
117.7 |
|
117.9 |
|
|
|
|
|
117.7 |
|
117.9 |
|
|
Panda Temple Power II, LLC |
|
Gas turbine power generation facilities operator |
|
Senior secured loan (7.3%, due 4/19) |
|
19.8 |
|
18.1 |
|
|
|
|
|
19.8 |
|
18.1 |
|
|
Panda Temple Power, LLC |
|
Gas turbine power generation facilities operator |
|
Senior secured loan (7.3%, due 3/22) |
|
23.6 |
|
21.4 |
|
|
|
|
|
23.6 |
|
21.4 |
|
|
PERC Holdings 1 LLC |
|
Operator of recycled energy, combined heat and power, and energy efficiency facilities |
|
Class B common units (21,653,543 units) |
|
21.7 |
|
25.1 |
|
|
|
|
|
21.7 |
|
25.1 |
|
|
|
|
|
|
|
|
509.8 |
|
494.7 |
|
— |
|
— |
|
509.8 |
|
494.7 |
|
|
Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chariot Acquisition, LLC |
|
Distributor and designer of aftermarket golf cart parts and accessories |
|
Senior secured loan (7.3%, due 9/21) |
|
|
|
|
|
29.4 |
|
29.4 |
|
29.4 |
|
29.4 |
|
|
Component Hardware Group, Inc. |
|
Commercial equipment |
|
Senior secured revolving loan (5.5%, due 7/19)
|
|
1.9
|
|
1.9
|
|
|
|
|
|
1.9
|
|
1.9
|
|
|
|
|
|
|
Senior secured loan (5.5%, due 7/19) |
|
8.0 |
|
8.0 |
|
|
|
|
|
8.0 |
|
8.0 |
|
|
Harvey Tool Company, LLC and Harvey Tool Holding, LLC |
|
Cutting tool provider to the metalworking industry |
|
Senior subordinated loan (11.0%, due 9/20) (2) |
|
28.1 |
|
28.1 |
|
|
|
|
|
28.1 |
|
28.1 |
|
|
|
|
|
|
Class A membership units (750 units) |
|
0.9 |
|
1.5 |
|
|
|
|
|
0.9 |
|
1.5 |
|
|
Ioxus, Inc |
|
Energy storage devices |
|
Senior secured loan (12.0%, due 8/17) (2) |
|
0.7 |
|
0.7 |
|
|
|
|
|
0.7 |
|
0.7 |
|
|
|
|
|
|
Senior secured loan (12.0%, due 6/19) (2) |
|
9.9 |
|
9.7 |
|
|
|
|
|
9.9 |
|
9.7 |
|
|
|
|
|
|
Senior secured loan (due 6/19) |
|
0.3 |
|
0.3 |
|
|
|
|
|
0.3 |
|
0.3 |
|
|
|
|
|
|
Warrant to purchase up to 1,210,235 shares of Series BB preferred stock (expires 8/26) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 3,038,730 shares of common stock (expires 1/26) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
KPS Global LLC |
|
Walk-in cooler and freezer systems |
|
Senior secured loan (9.7%, due 12/20) |
|
27.1 |
|
27.1 |
|
|
|
|
|
27.1 |
|
27.1 |
|
|
MacLean-Fogg Company and MacLean-Fogg Holdings, L.L.C. |
|
Manufacturer and supplier for the power utility and automotive markets worldwide |
|
Senior subordinated loan (13.5%, due 10/25) (2) |
|
99.2 |
|
99.2 |
|
|
|
|
|
99.2 |
|
99.2 |
|
|
|
|
|
|
Preferred units (13.8%, due ) (2) |
|
72.8 |
|
72.8 |
|
|
|
|
|
72.8 |
|
72.8 |
|
|
Niagara Fiber Intermediate Corp. |
|
Insoluble fiber filler products |
|
Senior secured revolving loan (due 5/18) (3) |
|
1.8 |
|
1.4 |
|
|
|
|
|
1.8 |
|
1.4 |
|
|
|
|
|
|
Senior secured loan (due 5/18) (3) |
|
1.3 |
|
1.0 |
|
|
|
|
|
1.3 |
|
1.0 |
|
|
|
|
|
|
Senior secured loan (due 5/18) (3) |
|
13.2 |
|
10.1 |
|
|
|
|
|
13.2 |
|
10.1 |
|
|
Nordco Inc. |
|
Railroad maintenance-of-way machinery
|
|
Senior secured revolving loan (8.8%, due 8/20) |
|
1.4 |
|
1.2 |
|
|
|
|
|
1.4 |
|
1.2 |
|
|
Pelican Products, Inc. |
|
Flashlights |
|
Junior secured loan (9.3%, due 4/21) |
|
40.0 |
|
38.0 |
|
|
|
|
|
40.0 |
|
38.0 |
|
|
Saw Mill PCG Partners LLC |
|
Metal precision engineered components |
|
Common units (1,000 units) |
|
1.0 |
|
— |
|
|
|
|
|
1.0 |
|
— |
|
|
SI Holdings, Inc. |
|
Elastomeric parts, mid-sized composite structures, and composite tooling |
|
Common stock (1,500 shares) |
|
1.5 |
|
1.8 |
|
|
|
|
|
1.5 |
|
1.8 |
|
|
TPTM Merger Corp. |
|
Time temperature indicator products |
|
Senior secured revolving loan (7.5%, due 9/18) |
|
1.2 |
|
1.2 |
|
|
|
|
|
1.2 |
|
1.2 |
|
|
|
|
|
|
Senior secured loan (9.7%, due 9/18) |
|
17.0 |
|
17.0 |
|
|
|
|
|
17.0 |
|
17.0 |
|
|
|
|
|
|
Senior secured loan (9.7%, due 9/18) |
|
10.0 |
|
10.0 |
|
|
|
|
|
10.0 |
|
10.0 |
|
|
WP CPP Holdings, LLC |
|
Precision engineered castings |
|
Junior secured loan (8.8%, due 4/21) |
|
|
|
|
|
19.6 |
|
17.9 |
|
19.6 |
|
17.9 |
|
|
Zodiac Marine and Pool S.A. |
|
Boat equipment and marine products manufacturer
|
|
Senior subordinated loan (due 9/17) (3) |
|
|
|
|
|
38.9 |
|
46.5 |
|
38.9 |
|
46.5 |
|
|
|
|
|
|
Junior secured loan (due 3/17) (3) |
|
|
|
|
|
25.5 |
|
28.0 |
|
25.5 |
|
28.0 |
|
|
|
|
|
|
|
|
337.3 |
|
331.0 |
|
113.4 |
|
121.8 |
|
450.7 |
|
452.8 |
|
|
Restaurants and Food Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADF Capital, Inc., ADF Restaurant Group, LLC, and ARG Restaurant Holdings, Inc. |
|
Restaurant owner and operator |
|
Senior secured loan (9.3%, due 12/18) |
|
28.6 |
|
25.4 |
|
|
|
|
|
28.6 |
|
25.4 |
|
|
|
|
|
|
Senior secured loan (9.3%, due 12/18) |
|
10.9 |
|
9.7 |
|
|
|
|
|
10.9 |
|
9.7 |
|
|
|
|
|
|
Promissory note (due 12/23) |
|
13.8 |
|
3.5 |
|
|
|
|
|
13.8 |
|
3.5 |
|
|
|
|
|
|
Warrant to purchase up to 23,750 units of Series D common stock (expires 12/23) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Benihana, Inc. |
|
Restaurant owner and operator |
|
Senior secured revolving loan (7.3%, due 7/18) |
|
0.8 |
|
0.8 |
|
|
|
|
|
0.8 |
|
0.8 |
|
|
|
|
|
|
Senior secured revolving loan (8.3%, due 7/18) |
|
1.6 |
|
1.5 |
|
|
|
|
|
1.6 |
|
1.5 |
|
|
|
|
|
|
Senior secured loan (7.3%, due 1/19) |
|
4.8 |
|
4.5 |
|
|
|
|
|
4.8 |
|
4.5 |
|
|
DineInFresh, Inc. |
|
Meal-delivery provider |
|
Senior secured loan (9.8%, due 7/18) |
|
5.5 |
|
5.5 |
|
|
|
|
|
5.5 |
|
5.5 |
|
|
|
|
|
|
Warrant to purchase up to 143,079 shares of Series A preferred stock (expires 12/24) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Garden Fresh Restaurant Corp. |
|
Restaurant owner and operator |
|
Senior secured revolving loan |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Senior secured loan (10.5%, due 7/18) |
|
40.1 |
|
38.1 |
|
|
|
|
|
40.1 |
|
38.1 |
|
|
Global Franchise Group, LLC and GFG Intermediate Holding, Inc. |
|
Worldwide franchisor of quick service restaurants |
|
Senior secured loan (10.5%, due 12/19) |
|
60.8 |
|
60.8 |
|
|
|
|
|
60.8 |
|
60.8 |
|
|
Heritage Food Service Group, Inc. and WCI-HFG Holdings, LLC |
|
Distributor of repair and replacement parts for commercial kitchen equipment |
|
Junior secured loan (9.5%, due 10/22) |
|
31.7 |
|
31.7 |
|
|
|
|
|
31.7 |
|
31.7 |
|
|
|
|
|
|
Preferred units (3,000,000 units) |
|
3.0 |
|
3.0 |
|
|
|
|
|
3.0 |
|
3.0 |
|
|
Orion Foods, LLC (4) |
|
Convenience food service retailer |
|
Senior secured loan (due 9/15) (3) |
|
1.2 |
|
0.5 |
|
|
|
|
|
1.2 |
|
0.5 |
|
|
|
|
|
|
Junior secured loan (due 9/15) (3) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Preferred units (10,000 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Class A common units (25,001 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Class B common units (1,122,452 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
OTG Management, LLC |
|
Airport restaurant operator |
|
Senior secured loan (9.5%, due 8/21) |
|
76.6 |
|
76.6 |
|
|
|
|
|
76.6 |
|
76.6 |
|
|
|
|
|
|
Senior secured loan (9.5%, due 8/21) |
|
24.7 |
|
24.7 |
|
|
|
|
|
24.7 |
|
24.7 |
|
|
|
|
|
|
Senior subordinated loan (17.5%, due 2/22) (2) |
|
20.2 |
|
20.4 |
|
|
|
|
|
20.2 |
|
20.4 |
|
|
|
|
|
|
Class A preferred units (3,000,000 units) |
|
30.0 |
|
30.0 |
|
|
|
|
|
30.0 |
|
30.0 |
|
|
|
|
|
|
Common units (3,000,000 units) |
|
3.0 |
|
11.2 |
|
|
|
|
|
3.0 |
|
11.2 |
|
|
|
|
|
|
Warrant to purchase up to 7.73% of common units (expires 6/18) |
|
0.1 |
|
24.5 |
|
|
|
|
|
0.1 |
|
24.5 |
|
|
|
|
|
|
Warrant to purchase 0.60 shares of the common units (expires 12/18) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Restaurant Holding Company, LLC |
|
Fast food restaurant operator |
|
Senior secured loan (8.8%, due 2/19) |
|
34.4 |
|
33.9 |
|
|
|
|
|
34.4 |
|
33.9 |
|
|
|
|
|
|
|
|
391.8 |
|
406.3 |
|
— |
|
— |
|
391.8 |
|
406.3 |
|
|
Containers and Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter NEX US Holdings, Inc. |
|
Producer of high-performance specialty films used in flexible packaging |
|
Junior secured loan (9.3%, due 2/23) |
|
11.7 |
|
11.8 |
|
|
|
|
|
11.7 |
|
11.8 |
|
|
GS Pretium Holdings, Inc. |
|
Manufacturer and supplier of high performance plastic containers |
|
Common stock (500,000 shares) |
|
0.5 |
|
0.7 |
|
|
|
|
|
0.5 |
|
0.7 |
|
|
ICSH, Inc. |
|
Industrial container manufacturer, reconditioner and servicer |
|
Senior secured revolving loan (6.8%, due 12/18) |
|
1.0 |
|
1.0 |
|
|
|
|
|
1.0 |
|
1.0 |
|
|
|
|
|
|
Senior secured loan (6.8%, due 12/18) |
|
5.0 |
|
5.0 |
|
49.5 |
|
49.5 |
|
54.5 |
|
54.5 |
|
|
|
|
|
|
Junior secured loan (10.2%, due 12/19) |
|
66.0 |
|
66.0 |
|
9.9 |
|
9.9 |
|
75.9 |
|
75.9 |
|
|
LBP Intermediate Holdings LLC |
|
Manufacturer of paper and corrugated foodservice packaging |
|
Senior secured revolving loan |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Senior secured loan (6.5%, due 7/20) |
|
12.6 |
|
12.8 |
|
|
|
|
|
12.6 |
|
12.8 |
|
|
Microstar Logistics LLC, Microstar Global Asset Management LLC, and MStar Holding Corporation |
|
Keg management solutions provider |
|
Junior secured loan (8.5%, due 12/18) |
|
78.5 |
|
78.5 |
|
|
|
|
|
78.5 |
|
78.5 |
|
|
|
|
|
|
Junior secured loan (8.5%, due 12/18) |
|
54.0 |
|
54.0 |
|
|
|
|
|
54.0 |
|
54.0 |
|
|
|
|
|
|
Junior secured loan (8.5%, due 12/18) |
|
10.0 |
|
10.0 |
|
|
|
|
|
10.0 |
|
10.0 |
|
|
|
|
|
|
Common stock (50,000 shares) |
|
4.0 |
|
7.5 |
|
|
|
|
|
4.0 |
|
7.5 |
|
|
Ranpak Corp. |
|
Manufacturer of paper-based protective packaging systems and materials |
|
Junior secured loan (8.3%, due 10/22) |
|
|
|
|
|
25.0 |
|
24.0 |
|
25.0 |
|
24.0 |
|
|
|
|
|
|
|
|
243.3 |
|
247.3 |
|
84.4 |
|
83.4 |
|
327.7 |
|
330.7 |
|
|
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Campus Management Corp. and Campus Management Acquisition Corp. (5) |
|
Education software developer |
|
Preferred stock (485,159 shares) |
|
10.5 |
|
9.7 |
|
|
|
|
|
10.5 |
|
9.7 |
|
|
Infilaw Holding, LLC |
|
Operator of for-profit law schools |
|
Senior secured revolving loan (13.5%, due 1/17) |
|
6.0 |
|
6.0 |
|
|
|
|
|
6.0 |
|
6.0 |
|
|
|
|
|
|
Series A preferred units (1.25 units) (3) |
|
125.5 |
|
79.9 |
|
|
|
|
|
125.5 |
|
79.9 |
|
|
|
|
|
|
Series A-1 preferred units (0.03 units) |
|
2.5 |
|
2.5 |
|
|
|
|
|
2.5 |
|
2.5 |
|
|
|
|
|
|
Series B preferred units (0.39 units) |
|
9.3 |
|
— |
|
|
|
|
|
9.3 |
|
— |
|
|
Instituto de Banca y Comercio, Inc. & Leeds IV Advisors, Inc. |
|
Private School Operator |
|
Senior secured loan (10.5%, due 12/18) (2) |
|
2.8 |
|
2.8 |
|
|
|
|
|
2.8 |
|
2.8 |
|
|
|
|
|
|
Series B preferred stock (1,750,000 shares) |
|
5.0 |
|
— |
|
|
|
|
|
5.0 |
|
— |
|
|
|
|
|
|
Series C preferred stock (2,512,586 shares) |
|
0.7 |
|
— |
|
|
|
|
|
0.7 |
|
— |
|
|
|
|
|
|
Senior preferred series A-1 shares (163,902 shares) |
|
119.4 |
|
58.4 |
|
|
|
|
|
119.4 |
|
58.4 |
|
|
|
|
|
|
Common stock (20 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
Lakeland Tours, LLC |
|
Educational travel provider |
|
Senior secured revolving loan (5.8%, due 2/22) |
|
11.3 |
|
11.3 |
|
|
|
|
|
11.3 |
|
11.3 |
|
|
|
|
|
|
Senior secured loan (5.8%, due 2/22) |
|
5.0 |
|
5.1 |
|
|
|
|
|
5.0 |
|
5.1 |
|
|
|
|
|
|
Senior secured loan (10.4%, due 2/22) |
|
31.3 |
|
31.7 |
|
|
|
|
|
31.3 |
|
31.7 |
|
|
PIH Corporation |
|
Franchisor of education-based early childhood centers |
|
Senior secured revolving loan (7.0%, due 12/18) |
|
0.6 |
|
0.6 |
|
|
|
|
|
0.6 |
|
0.6 |
|
|
Primrose Holding Corporation (5) |
|
Franchisor of education-based early childhood centers |
|
Common stock (7,227 shares) |
|
|
|
|
|
— |
|
10.2 |
|
— |
|
10.2 |
|
|
R3 Education, Inc. and EIC Acquisitions Corp. |
|
Medical school operator |
|
Preferred stock (1,977 shares) |
|
0.5 |
|
0.5 |
|
|
|
|
|
0.5 |
|
0.5 |
|
|
|
|
|
|
Common membership interest (15.76% interest) |
|
15.8 |
|
31.5 |
|
|
|
|
|
15.8 |
|
31.5 |
|
|
|
|
|
|
Warrant to purchase up to 27,890 shares (expires 11/19) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Regent Education, Inc. |
|
Provider of software solutions designed to optimize the financial aid and enrollment processes |
|
Senior secured loan (12.0%, due 1/18) (2) |
|
3.6 |
|
3.7 |
|
|
|
|
|
3.6 |
|
3.7 |
|
|
|
|
|
|
Senior secured loan (due 1/18) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
|
|
|
|
Warrant to purchase up to 987,771 shares of Series CC preferred stock (expires 11/25) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Severin Acquisition, LLC |
|
Provider of student information system software solutions to K-12 education market |
|
Junior secured loan (9.9%, due 7/22) |
|
|
|
|
|
32.2 |
|
33.0 |
|
32.2 |
|
33.0 |
|
|
|
|
|
|
Junior secured loan (9.8%, due 7/22) |
|
14.8 |
|
14.9 |
|
|
|
|
|
14.8 |
|
14.9 |
|
|
|
|
|
|
Junior secured loan (9.8%, due 7/22) |
|
4.1 |
|
4.1 |
|
|
|
|
|
4.1 |
|
4.1 |
|
|
|
|
|
|
Junior secured loan (10.3%, due 7/22) |
|
3.2 |
|
3.3 |
|
|
|
|
|
3.2 |
|
3.3 |
|
|
|
|
|
|
Junior secured loan (10.3%, due 7/22) |
|
2.8 |
|
2.8 |
|
|
|
|
|
2.8 |
|
2.8 |
|
|
WCI-Quantum Holdings, Inc. |
|
Distributor of instructional products, services and resources |
|
Series A preferred stock (1,272 shares) |
|
1.0 |
|
1.1 |
|
|
|
|
|
1.0 |
|
1.1 |
|
|
|
|
|
|
|
|
375.8 |
|
270.0 |
|
32.2 |
|
43.2 |
|
408.0 |
|
313.2 |
|
|
Automotive Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AEP Holdings, Inc. and Arrowhead Holdco Company |
|
Distributor of non-discretionary, mission-critical aftermarket replacement parts |
|
Common stock (2,832 shares) |
|
2.8 |
|
3.0 |
|
|
|
|
|
2.8 |
|
3.0 |
|
|
American Driveline Systems, Inc. (4) |
|
Franchisor of automotive transmission repair centers |
|
Common stock (289,215 shares) |
|
|
|
|
|
18.2 |
|
— |
|
18.2 |
|
— |
|
|
|
|
|
|
Senior subordinated loan (due 3/21) |
|
|
|
|
|
45.0 |
|
42.7 |
|
45.0 |
|
42.7 |
|
|
|
|
|
|
Redeemable preferred stock (7,121 shares) |
|
|
|
|
|
83.5 |
|
— |
|
83.5 |
|
— |
|
|
CH Hold Corp. |
|
Collision repair company |
|
Senior secured revolving loan (7.8%, due 11/19) |
|
3.0 |
|
3.0 |
|
|
|
|
|
3.0 |
|
3.0 |
|
|
ChargePoint, Inc. |
|
Developer and operator of electric vehicle charging stations |
|
Junior secured loan (9.8%, due 8/20) |
|
19.5 |
|
20.0 |
|
|
|
|
|
19.5 |
|
20.0 |
|
|
|
|
|
|
Warrant to purchase up to 809,126 shares of Series E preferred stock (expires 12/24) |
|
0.3 |
|
1.5 |
|
|
|
|
|
0.3 |
|
1.5 |
|
|
Dent Wizard International Corporation and DWH Equity Investors, L.P. |
|
Automotive reconditioning services |
|
Junior secured loan (10.3%, due 10/20) |
|
50.0 |
|
50.0 |
|
|
|
|
|
50.0 |
|
50.0 |
|
|
|
|
|
|
Class A common stock (10,000 shares) |
|
0.3 |
|
0.6 |
|
|
|
|
|
0.3 |
|
0.6 |
|
|
|
|
|
|
Class B common stock (20,000 shares) |
|
0.7 |
|
1.2 |
|
|
|
|
|
0.7 |
|
1.2 |
|
|
Eckler Industries, Inc. |
|
Restoration parts and accessories provider for classic automobiles |
|
Senior secured revolving loan (8.5%, due 7/17) |
|
2.0 |
|
1.9 |
|
|
|
|
|
2.0 |
|
1.9 |
|
|
|
|
|
|
Senior secured loan (7.3%, due 7/17) |
|
6.9 |
|
6.4 |
|
|
|
|
|
6.9 |
|
6.4 |
|
|
|
|
|
|
Senior secured loan (7.3%, due 7/17) |
|
26.1 |
|
24.3 |
|
|
|
|
|
26.1 |
|
24.3 |
|
|
|
|
|
|
Series A preferred stock (1,800 shares) |
|
1.8 |
|
— |
|
|
|
|
|
1.8 |
|
— |
|
|
|
|
|
|
Common stock (20,000 shares) |
|
0.2 |
|
— |
|
|
|
|
|
0.2 |
|
— |
|
|
EcoMotors, Inc. |
|
Engine developer |
|
Senior secured loan (11.0%, due 3/18) |
|
9.5 |
|
9.8 |
|
|
|
|
|
9.5 |
|
9.8 |
|
|
|
|
|
|
Warrant to purchase up to 321,888 shares of Series C preferred stock (expires 12/22) |
|
— |
|
0.3 |
|
|
|
|
|
— |
|
0.3 |
|
|
|
|
|
|
Warrant to purchase up to 70,000 shares of Series C preferred stock (expires 2/25) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Simpson Performance Products, Inc. |
|
Provider of motorsports safety equipment |
|
Senior secured loan (9.7%, due 2/20) |
|
18.5 |
|
18.5 |
|
|
|
|
|
18.5 |
|
18.5 |
|
|
SK SPV IV, LLC |
|
Collision repair site operators |
|
Series A common stock (12,500 units) |
|
0.6 |
|
3.1 |
|
|
|
|
|
0.6 |
|
3.1 |
|
|
|
|
|
|
Series B common stock (12,500 units) |
|
0.6 |
|
3.1 |
|
|
|
|
|
0.6 |
|
3.1 |
|
|
TA THI Buyer, Inc. and TA THI Parent, Inc. |
|
Collision repair company |
|
Junior secured loan (9.8%, due 1/21) |
|
|
|
|
|
41.0 |
|
42.3 |
|
41.0 |
|
42.3 |
|
|
|
|
|
|
Convertible preferred stock (25,000 shares) |
|
|
|
|
|
2.5 |
|
4.9 |
|
2.5 |
|
4.9 |
|
|
|
|
|
|
Series A preferred stock (50,000 shares) |
|
5.0 |
|
13.2 |
|
|
|
|
|
5.0 |
|
13.2 |
|
|
|
|
|
|
|
|
147.8 |
|
159.9 |
|
190.2 |
|
89.9 |
|
338.0 |
|
249.8 |
|
|
Food and Beverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Seafoods Group LLC and American Seafoods Partners LLC |
|
Harvester and processor of seafood |
|
Senior secured revolving loan (7.5%, due 8/21) |
|
3.8 |
|
3.8 |
|
|
|
|
|
3.8 |
|
3.8 |
|
|
|
|
|
|
Senior secured loan (6.0%, due 8/21) |
|
6.8 |
|
6.9 |
|
|
|
|
|
6.8 |
|
6.9 |
|
|
|
|
|
|
Senior secured loan (7.5%, due 8/21) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
|
|
|
|
Junior secured loan (10.0%, due 2/22) |
|
55.0 |
|
55.0 |
|
|
|
|
|
55.0 |
|
55.0 |
|
|
|
|
|
|
Class A units (77,922 units) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
|
|
|
|
Warrant to purchase up to 7,422,078 Class A units (expires 8/35) |
|
7.4 |
|
7.9 |
|
|
|
|
|
7.4 |
|
7.9 |
|
|
Eagle Family Foods Group LLC |
|
Manufacturer and producer of milk products |
|
Senior secured loan (5.0%, due 12/21) |
|
0.5 |
|
0.5 |
|
|
|
|
|
0.5 |
|
0.5 |
|
|
|
|
|
|
Senior secured loan (10.1%, due 12/21) |
|
22.3 |
|
22.3 |
|
|
|
|
|
22.3 |
|
22.3 |
|
|
|
|
|
|
Senior secured loan (10.1%, due 12/21) |
|
4.7 |
|
4.7 |
|
|
|
|
|
4.7 |
|
4.7 |
|
|
|
|
|
|
Senior secured loan (10.1%, due 12/21) |
|
49.7 |
|
50.0 |
|
|
|
|
|
49.7 |
|
50.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
FPI Holding Corporation (4) |
|
Distributor of stone fruits, grapes, persimmons, pomegranates and Asian pears |
|
Senior secured loan (due 7/16) (3) |
|
|
|
|
|
0.4 |
|
— |
|
0.4 |
|
— |
|
|
GF Parent LLC |
|
Producer of low-acid, aseptic food and beverage products |
|
Class A preferred units (2,940 units) |
|
2.9 |
|
1.4 |
|
|
|
|
|
2.9 |
|
1.4 |
|
|
|
|
|
|
Class A common units (60,000 units) |
|
0.1 |
|
— |
|
|
|
|
|
0.1 |
|
— |
|
|
Kettle Cuisine, LLC |
|
Manufacturer of fresh refrigerated and frozen food products |
|
Junior secured loan (10.8%, due 2/22) |
|
28.5 |
|
28.5 |
|
|
|
|
|
28.5 |
|
28.5 |
|
|
KeyImpact Holdings, Inc. and JWC/KI Holdings, LLC |
|
Foodservice sales and marketing agency |
|
Membership units (5,000 units) |
|
5.0 |
|
5.7 |
|
|
|
|
|
5.0 |
|
5.7 |
|
|
NECCO Holdings, Inc. (4) |
|
Confectioner |
|
Common stock (860,189 shares) |
|
|
|
|
|
0.1 |
|
— |
|
0.1 |
|
— |
|
|
|
|
|
|
Senior secured loan (due 11/17) (3) |
|
|
|
|
|
15.4 |
|
8.8 |
|
15.4 |
|
8.8 |
|
|
|
|
|
|
Junior secured loan (due 11/17) (3) |
|
|
|
|
|
2.7 |
|
— |
|
2.7 |
|
— |
|
|
Teasdale Foods, Inc. |
|
Provider of store brand and branded bean and hominy products |
|
Junior secured loan (10.2%, due 10/21) |
|
|
|
|
|
52.8 |
|
51.7 |
|
52.8 |
|
51.7 |
|
|
|
|
|
|
|
|
186.9 |
|
186.9 |
|
71.4 |
|
60.5 |
|
258.3 |
|
247.4 |
|
|
Environmental Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPH Energy Holdings, LP |
|
Operator of municipal recycling facilities |
|
Limited partnership interest (3.13% interest) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
RE Community Holdings, LP and Pegasus Community Energy, LLC |
|
Operator of municipal recycling facilities |
|
Preferred stock (1,000 shares) |
|
8.8 |
|
— |
|
|
|
|
|
8.8 |
|
— |
|
|
Soil Safe Acquisition Corp. (4) |
|
Provider of environmental services for lightly contaminated soil |
|
Common stock (810 shares) |
|
|
|
|
|
9.0 |
|
11.6 |
|
9.0 |
|
11.6 |
|
|
|
|
|
|
Senior secured loan (8.0%, due 1/18-12/18) |
|
|
|
|
|
18.9 |
|
18.9 |
|
18.9 |
|
18.9 |
|
|
|
|
|
|
Senior subordinated loan (16.2%, due 12/19) (2) |
|
|
|
|
|
81.6 |
|
81.7 |
|
81.6 |
|
81.7 |
|
|
|
|
|
|
Junior secured loan (10.8%, due 7/19) |
|
|
|
|
|
12.7 |
|
12.7 |
|
12.7 |
|
12.7 |
|
|
Waste Pro USA, Inc |
|
Waste management services |
|
Junior secured loan (8.5%, due 10/20) |
|
16.5 |
|
16.5 |
|
|
|
|
|
16.5 |
|
16.5 |
|
|
|
|
|
|
Junior secured loan (8.5%, due 10/20) |
|
59.7 |
|
59.7 |
|
|
|
|
|
59.7 |
|
59.7 |
|
|
|
|
|
|
|
|
85.0 |
|
76.2 |
|
122.2 |
|
124.9 |
|
207.2 |
|
201.1 |
|
|
Commercial Real Estate Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10th Street, LLC and New 10th Street, LLC (4) |
|
Real estate holding company |
|
Senior secured loan (13.0%, due 11/19) (2) |
|
25.5 |
|
25.5 |
|
|
|
|
|
25.5 |
|
25.5 |
|
|
|
|
|
|
Senior subordinated loan (13.0%, due 11/19) (2) |
|
27.4 |
|
27.4 |
|
|
|
|
|
27.4 |
|
27.4 |
|
|
|
|
|
|
Member interest (10.00% interest) |
|
0.7 |
|
37.3 |
|
|
|
|
|
0.7 |
|
37.3 |
|
|
|
|
|
|
Option (25,000 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
ACAS Real Estate Holdings Corporation (4) |
|
Real estate holding company |
|
Common stock (100.00% interest) |
|
|
|
|
|
2.3 |
|
2.7 |
|
2.3 |
|
2.7 |
|
|
NECCO Realty Investments, LLC (4) |
|
Confectionery production facility |
|
Common membership units (7,450 units) |
|
|
|
|
|
4.9 |
|
— |
|
4.9 |
|
— |
|
|
|
|
|
|
Senior secured loan (due 12/17) (3) |
|
|
|
|
|
32.8 |
|
26.3 |
|
32.8 |
|
26.3 |
|
|
Parmenter Woodland Park Plaza, LLC |
|
Commercial real estate loan |
|
Senior secured loan (5.4%, due 9/18) |
|
|
|
|
|
17.8 |
|
14.2 |
|
17.8 |
|
14.2 |
|
|
|
|
|
|
|
|
53.6 |
|
90.2 |
|
57.8 |
|
43.2 |
|
111.4 |
|
133.4 |
|
|
Wholesale Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CPI Buyer, LLC |
|
Marketer, distributor and manufacturer of products specializing in fluid handling, test and measurement and electrochemistry |
|
Junior secured loan (8.5%, due 8/22) |
|
|
|
|
|
24.7 |
|
23.7 |
|
24.7 |
|
23.7 |
|
|
Flow Solutions Holdings, Inc. |
|
Distributor of high value fluid handling, filtration and flow control products |
|
Junior secured loan (10.0%, due 10/18) |
|
6.0 |
|
5.3 |
|
|
|
|
|
6.0 |
|
5.3 |
|
|
|
|
|
|
Junior secured loan (10.0%, due 10/18) |
|
29.5 |
|
25.9 |
|
|
|
|
|
29.5 |
|
25.9 |
|
|
Kele Holdco, Inc. |
|
Distributor of peripheral control products used in building automation systems of commercial buildings |
|
Common stock (30,000 shares) |
|
|
|
|
|
3.0 |
|
3.0 |
|
3.0 |
|
3.0 |
|
|
|
|
|
|
Senior secured loan (7.0%, due 10/20-10/22) |
|
|
|
|
|
70.7 |
|
70.7 |
|
70.7 |
|
70.7 |
|
|
|
|
|
|
|
|
35.5 |
|
31.2 |
|
98.4 |
|
97.4 |
|
133.9 |
|
128.6 |
|
|
Oil and Gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lonestar Prospects, Ltd. |
|
Sand proppant producer and distributor to the oil and natural gas industry |
|
Senior secured loan (8.5%, due 9/18) (2) |
|
24.1 |
|
24.1 |
|
|
|
|
|
24.1 |
|
24.1 |
|
|
|
|
|
|
Senior secured loan (8.5%, due 9/18) (2) |
|
47.1 |
|
47.1 |
|
|
|
|
|
47.1 |
|
47.1 |
|
|
Petroflow Energy Corporation and TexOak Petro Holdings LLC (5) |
|
Oil and gas exploration and production company |
|
Senior secured loan (3.0%, due 6/19) |
|
16.2 |
|
14.9 |
|
|
|
|
|
16.2 |
|
14.9 |
|
|
|
|
|
|
Junior secured loan (due 12/19) |
|
21.9 |
|
4.2 |
|
|
|
|
|
21.9 |
|
4.2 |
|
|
|
|
|
|
Common units (202,000 units) |
|
11.1 |
|
— |
|
|
|
|
|
11.1 |
|
— |
|
|
UL Holding Co., LLC (5) |
|
Manufacturer and distributor of re-refined oil products |
|
Senior subordinated loan (10.0%, due 5/20) (2) |
|
1.5 |
|
5.3 |
|
|
|
|
|
1.5 |
|
5.3 |
|
|
|
|
|
|
Senior subordinated loan (due 5/2020) |
|
— |
|
0.1 |
|
|
|
|
|
— |
|
0.1 |
|
|
|
|
|
|
Senior subordinated loan (10.0%, due 5/20) (2) |
|
6.3 |
|
22.4 |
|
|
|
|
|
6.3 |
|
22.4 |
|
|
|
|
|
|
Senior subordinated loan (due 5/2020) |
|
0.2 |
|
0.6 |
|
|
|
|
|
0.2 |
|
0.6 |
|
|
|
|
|
|
Senior subordinated loan (10.0%, due 5/20) (2) |
|
0.7 |
|
2.6 |
|
|
|
|
|
0.7 |
|
2.6 |
|
|
|
|
|
|
Senior subordinated loan (due 5/2020) |
|
— |
|
0.1 |
|
|
|
|
|
— |
|
0.1 |
|
|
|
|
|
|
Class A common units (533,351 units) |
|
5.0 |
|
— |
|
|
|
|
|
5.0 |
|
— |
|
|
|
|
|
|
Class B-5 common units (272,834 units) |
|
2.5 |
|
— |
|
|
|
|
|
2.5 |
|
— |
|
|
|
|
|
|
Class C common units (758,546 units) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 719,044 shares of Class A units |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 28,663 shares of Class B-1 units |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 57,325 shares of Class B-2 units |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 29,645 shares of Class B-3 units |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 80,371 shares of Class B-5 units |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 59,655 shares of Class B-6 units |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Warrant to purchase up to 1,046,713 shares of Class C units |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
136.6 |
|
121.4 |
|
— |
|
— |
|
136.6 |
|
121.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
Hotel Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aimbridge Hospitality, LLC |
|
Hotel operator |
|
Senior secured loan (8.3%, due 10/18) |
|
2.8 |
|
2.9 |
|
|
|
|
|
2.8 |
|
2.9 |
|
|
|
|
|
|
Senior secured loan (8.3%, due 10/18) |
|
3.3 |
|
3.3 |
|
|
|
|
|
3.3 |
|
3.3 |
|
|
|
|
|
|
Senior secured loan (8.3%, due 10/18) |
|
14.8 |
|
14.9 |
|
|
|
|
|
14.8 |
|
14.9 |
|
|
Castle Management Borrower LLC |
|
Hotel operator |
|
Junior secured loan (11.0%, due 3/21) |
|
10.0 |
|
10.0 |
|
|
|
|
|
10.0 |
|
10.0 |
|
|
|
|
|
|
Junior secured loan (11.0%, due 3/21) |
|
55.0 |
|
55.0 |
|
|
|
|
|
55.0 |
|
55.0 |
|
|
Pyramid Management Advisors, LLC and Pyramid Investors, LLC |
|
Hotel operator |
|
Senior secured loan (11.1%, due 7/21) |
|
19.5 |
|
19.5 |
|
|
|
|
|
19.5 |
|
19.5 |
|
|
|
|
|
|
Membership units (990,369 units) |
|
1.0 |
|
0.9 |
|
|
|
|
|
1.0 |
|
0.9 |
|
|
|
|
|
|
|
|
106.4 |
|
106.5 |
|
— |
|
— |
|
106.4 |
|
106.5 |
|
|
Aerospace and Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cadence Aerospace, LLC |
|
Aerospace precision components manufacturer |
|
Senior secured loan (7.0%, due 5/18) |
|
4.0 |
|
4.0 |
|
|
|
|
|
4.0 |
|
4.0 |
|
|
|
|
|
|
Senior secured loan (8.3%, due 5/18) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Junior secured loan (11.0%, due 5/19) |
|
79.7 |
|
77.3 |
|
|
|
|
|
79.7 |
|
77.3 |
|
|
Jazz Acquisition, Inc. |
|
Manufacturer and distributor of components for the commercial aerospace, business, military and general aviation markets |
|
Junior secured loan (7.8%, due 6/22) |
|
|
|
|
|
24.9 |
|
21.0 |
|
24.9 |
|
21.0 |
|
|
|
|
|
|
|
|
83.7 |
|
81.3 |
|
24.9 |
|
21.0 |
|
108.6 |
|
102.3 |
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Genomatica, Inc. |
|
Developer of a biotechnology platform for the production of chemical products |
|
Warrant to purchase 322,422 shares of Series D preferred stock (expires 3/23) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
K2 Pure Solutions Nocal, L.P. |
|
Chemical Producer |
|
Senior secured revolving loan (8.1%, due 2/21) |
|
1.5 |
|
1.5 |
|
|
|
|
|
1.5 |
|
1.5 |
|
|
|
|
|
|
Senior secured loan (7.0%, due 2/21) |
|
14.0 |
|
14.0 |
|
|
|
|
|
14.0 |
|
14.0 |
|
|
|
|
|
|
Senior secured loan (7.0%, due 2/21) |
|
26.0 |
|
26.0 |
|
|
|
|
|
26.0 |
|
26.0 |
|
|
|
|
|
|
Senior secured loan (7.0%, due 2/21) |
|
13.0 |
|
13.0 |
|
|
|
|
|
13.0 |
|
13.0 |
|
|
Kinestral Technologies, Inc. |
|
Designer of adaptive, dynamic glass for the commercial and residential markets. |
|
Senior secured loan (8.8%, due 10/18) |
|
9.5 |
|
9.7 |
|
|
|
|
|
9.5 |
|
9.7 |
|
|
|
|
|
|
Warrant to purchase up to 325,000 shares of Series A preferred stock (expires 4/24) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
|
|
|
|
Warrant to purchase up to 131,883 shares of Series B preferred stock (expires 4/25) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Liquid Light, Inc. (4) |
|
Developer and licensor of process technology for the conversion of carbon dioxide into major chemicals |
|
Senior secured loan (due 11/17) (3) |
|
2.1 |
|
1.2 |
|
|
|
|
|
2.1 |
|
1.2 |
|
|
|
|
|
|
Warrant to purchase up to 86,009 shares of Series B preferred stock (expires 8/24) |
|
0.1 |
|
— |
|
|
|
|
|
0.1 |
|
— |
|
|
|
|
|
|
|
|
66.3 |
|
65.5 |
|
— |
|
— |
|
66.3 |
|
65.5 |
|
|
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Galls, LLC |
|
Distributes public safety equipment and apparel |
|
Junior secured loan (9.0%, due 6/17-8/21) |
|
|
|
|
|
40.3 |
|
40.3 |
|
40.3 |
|
40.3 |
|
|
Modacin France S.A.S. |
|
European retailer of women’s ready-to-wear clothing |
|
Senior subordinated loan (due 11/19) |
|
|
|
|
|
11.6 |
|
— |
|
11.6 |
|
— |
|
|
Paper Source, Inc. and Pine Holdings, Inc. |
|
Retailer of fine and artisanal paper products |
|
Senior secured revolving loan (8.5%, due 9/18) |
|
0.7 |
|
0.7 |
|
|
|
|
|
0.7 |
|
0.7 |
|
|
|
|
|
|
Senior secured loan (7.3%, due 9/18) |
|
9.7 |
|
9.7 |
|
|
|
|
|
9.7 |
|
9.7 |
|
|
|
|
|
|
Class A common stock (36,364 shares) |
|
6.0 |
|
6.9 |
|
|
|
|
|
6.0 |
|
6.9 |
|
|
Things Remembered, Inc. and TRM Holdco Corp. (5) |
|
Personalized gifts retailer |
|
Senior secured revolving loan (9.0%, due 2/19) |
|
0.3 |
|
0.3 |
|
|
|
|
|
0.3 |
|
0.3 |
|
|
|
|
|
|
Senior secured revolving loan (10.5%, due 2/19) |
|
0.6 |
|
0.6 |
|
|
|
|
|
0.6 |
|
0.6 |
|
|
|
|
|
|
Senior secured loan (due 3/20) (3) |
|
10.6 |
|
3.9 |
|
|
|
|
|
10.6 |
|
3.9 |
|
|
|
|
|
|
Common stock (10,631,940 shares) |
|
6.1 |
|
— |
|
|
|
|
|
6.1 |
|
— |
|
|
|
|
|
|
|
|
34.0 |
|
22.1 |
|
51.9 |
|
40.3 |
|
85.9 |
|
62.4 |
|
|
Housing- Building Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DiversiTech Corporation |
|
Manufacturer & marketer of parts, supplies, and accessories to HVACR industry |
|
Junior secured loan (9.0%, due 11/22) |
|
|
|
|
|
9.4 |
|
9.4 |
|
9.4 |
|
9.4 |
|
|
Halex Holdings, Inc. (4) |
|
Manufacturer and Distributer of floor covering installation products |
|
Common stock (51,853 shares) |
|
|
|
|
|
9.3 |
|
21.1 |
|
9.3 |
|
21.1 |
|
|
|
|
|
|
Junior secured loan (due 1/18) (3) |
|
|
|
|
|
15.4 |
|
15.4 |
|
15.4 |
|
15.4 |
|
|
|
|
|
|
|
|
— |
|
— |
|
34.1 |
|
45.9 |
|
34.1 |
|
45.9 |
|
|
Health Clubs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Athletic Club Holdings, Inc. |
|
Premier health club operator |
|
Senior secured loan (9.5%, due 10/20) |
|
35.0 |
|
35.0 |
|
|
|
|
|
35.0 |
|
35.0 |
|
|
CFW Co-Invest, L.P., NCP Curves, L.P. and Curves International Holdings, Inc. |
|
Health club franchisor |
|
Limited partnership interest (4,152,165 shares) |
|
4.2 |
|
— |
|
|
|
|
|
4.2 |
|
— |
|
|
|
|
|
|
Common stock (1,680 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Limited partnership interest (2,218,235 shares) |
|
2.2 |
|
7.9 |
|
|
|
|
|
2.2 |
|
7.9 |
|
|
|
|
|
|
|
|
41.4 |
|
42.9 |
|
— |
|
— |
|
41.4 |
|
42.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
| ||
|
|
|
|
|
|
|
Ares Capital |
|
American Capital |
|
Ares Capital |
| ||||||
|
Company |
|
Business Description |
|
Investment |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
Cost |
|
Fair |
|
|
Computers and Electronics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Everspin Technologies, Inc. |
|
Designer and manufacturer of computer memory solutions |
|
Senior secured revolving loan (7.3%, due 6/17) |
|
1.1 |
|
1.1 |
|
|
|
|
|
1.1 |
|
1.1 |
|
|
|
|
|
|
Senior secured loan (8.8%, due 6/19) |
|
7.6 |
|
8.0 |
|
|
|
|
|
7.6 |
|
8.0 |
|
|
|
|
|
|
Warrant to purchase up to 480,000 shares of Series B preferred stock (expires 6/25) |
|
0.4 |
|
0.3 |
|
|
|
|
|
0.4 |
|
0.3 |
|
|
Liquid Robotics, Inc. |
|
Ocean data services provider utilizing long duration, autonomous surface vehicles |
|
Senior secured loan (11.0%, due 4/19) (2) |
|
3.0 |
|
3.0 |
|
|
|
|
|
3.0 |
|
3.0 |
|
|
|
|
|
|
Senior secured loan (due 4/19) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
Senior secured loan (9.0%, due 5/19) |
|
4.9 |
|
5.0 |
|
|
|
|
|
4.9 |
|
5.0 |
|
|
|
|
|
|
Warrant to purchase up to 30,172 shares of Series E preferred stock (expires 6/26) |
|
— |
|
0.1 |
|
|
|
|
|
— |
|
0.1 |
|
|
|
|
|
|
Warrant to purchase up to 50,263 shares of Series E preferred stock (expires 10/25) |
|
0.1 |
|
0.1 |
|
|
|
|
|
0.1 |
|
0.1 |
|
|
Scanner Holdings Corporation (4) |
|
Developer, manufacturer and distributor of high-speed, high-capacity document image scanners |
|
Common stock (167,387 shares) |
|
|
|
|
|
0.1 |
|
— |
|
0.1 |
|
— |
|
|
|
|
|
|
Convertible preferred stock (66,424,135 shares) |
|
|
|
|
|
8.7 |
|
— |
|
8.7 |
|
— |
|
|
|
|
|
|
Senior subordinated loan (14.0%, due 6/22) |
|
|
|
|
|
16.6 |
|
16.2 |
|
16.6 |
|
16.2 |
|
|
|
|
|
|
|
|
17.1 |
|
17.6 |
|
25.4 |
|
16.2 |
|
42.5 |
|
33.8 |
|
|
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adaptive Mobile Security Limited |
|
Developer of security software for mobile communications networks |
|
Senior secured loan (10.0%, due 7/18) |
|
2.3 |
|
2.5 |
|
|
|
|
|
2.3 |
|
2.5 |
|
|
|
|
|
|
Senior secured loan (10.0%, due 10/18) |
|
0.6 |
|
0.7 |
|
|
|
|
|
0.6 |
|
0.7 |
|
|
American Broadband Communications, LLC, American Broadband Holding Company, and Cameron Holdings of NC, Inc. |
|
Broadband communication services |
|
Warrant to purchase up to 208 shares (expires 11/17) |
|
— |
|
7.2 |
|
|
|
|
|
— |
|
7.2 |
|
|
|
|
|
|
Warrant to purchase up to 200 shares (expires 9/20) |
|
— |
|
6.9 |
|
|
|
|
|
— |
|
6.9 |
|
|
LTG Acquisition, Inc. |
|
Manufacturer of display, lighting and passenger communication systems for global mass transportation markets |
|
Common stock (5,000 shares) |
|
|
|
|
|
5.0 |
|
4.8 |
|
5.0 |
|
4.8 |
|
|
Startec Equity, LLC (4) |
|
Communication services |
|
Member interest |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
Wilcon Holdings LLC |
|
Communications infrastructure provider |
|
Class A common stock (2,000,000 shares) |
|
1.8 |
|
3.4 |
|
|
|
|
|
1.8 |
|
3.4 |
|
|
|
|
|
|
|
|
4.7 |
|
20.7 |
|
5.0 |
|
4.8 |
|
9.7 |
|
25.5 |
|
|
Printing, Publishing and Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Batanga, Inc. |
|
Independent digital media company |
|
Senior secured loan (12.0%, due 12/16) |
|
9.9 |
|
10.1 |
|
|
|
|
|
9.9 |
|
10.1 |
|
|
Earthcolor Group, LLC |
|
Printing management services |
|
Limited liability company interests (9.30%) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
The Teaching Company, LLC and The Teaching Company Holdings, Inc. |
|
Education publications provider |
|
Preferred stock (10,663 shares) |
|
1.1 |
|
3.7 |
|
|
|
|
|
1.1 |
|
3.7 |
|
|
|
|
|
|
Common stock (15,393 shares) |
|
— |
|
— |
|
|
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
11.0 |
|
13.8 |
|
— |
|
— |
|
11.0 |
|
13.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
8,928.0 |
|
8,804.7 |
|
3,659.7 |
|
3,293.7 |
|
12,587.7 |
|
12,098.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments before Pro Forma Adjustments |
|
|
|
8,928.0 |
|
8,804.7 |
|
3,659.7 |
|
3,293.7 |
|
12,587.7 |
|
12,098.4 |
| ||
|
Pro Forma Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual exits and repayments of American Capital investments between October 1, 2016 and October 31, 2016 (6) |
|
|
|
|
|
(56.5 |
) |
(56.7 |
) |
(56.5 |
) |
(56.7 |
) | ||||
|
Investments expected to be sold pursuant to contractual agreements as of October 31, 2016 (7) |
|
|
|
|
|
(64.4 |
) |
(74.5 |
) |
(64.4 |
) |
(74.5 |
) | ||||
|
Estimated Purchase Price Allocation Adjustment (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(166.7 |
) | ||
|
Total Investments |
|
|
|
|
|
8,928.0 |
|
8,804.7 |
|
3,538.8 |
|
3,162.5 |
|
12,466.8 |
|
11,800.5 |
|
(1) Upon consummation of the merger of Orion Acquisition Sub, Inc. (“Acquisition Sub”), a wholly owned subsidiary of Ares Capital Corporation (“Ares Capital”), with and into American Capital, Ltd. (“American Capital”), with American Capital being the surviving entity of such merger (the “merger”) and in accordance with ASC 805 50, Business Combinations Related Issues, Ares Capital will be required to allocate the purchase price of American Capital’s assets based on our estimate of fair value and record such fair value as the cost basis and initial fair value of each such investment in Ares Capital’s financial statements. In this regard, Ares Capital’s management determined that the aggregate adjustment to American Capital’s investments approximates $167 million. As a result, such adjustment has been reflected in a single line item entitled “Estimated Purchase Price Allocation Adjustment.” However, a final determination of the fair value of American Capital’s investments will be made after the merger is completed and, as a result, the actual amount of this adjustment may vary from the preliminary amount set forth herein. Thus, the information set forth in the columns reflect historical amounts and have not been individually adjusted to reflect the Estimated Purchase Price Allocation Adjustment.
(2) Has a payment-in-kind (PIK) interest feature.
(3) Loan is on non-accrual status at September 30, 2016.
(4) As defined in the Investment Company Act, the combined company “Controls” this portfolio company because it owns 25% or more of its outstanding voting securities and/or the combined company has the power to exercise control over the management or policies of the portfolio company.
(5) As defined in the Investment Company Act, the combined company is an “Affiliated Person” to this portfolio company because it owns 5% or more of its outstanding voting securities and/or the combined company has the power to exercise control over the management or policies of the portfolio company (including through a management agreement).
(6) Includes actual exits and repayments of American Capital’s investments occurring between October 1, 2016 and October 31, 2016.
(7) Includes investments expected to be sold pursuant to contractual agreements as of October 31, 2016. Ares Capital and American Capital cannot assure you that it will sell all or any portion of these investments.
(8) In conjuction with the completion of the merger, American Capital Asset Management, LLC, a wholly owned porfolio company of American Capital (“ACAM”), will merge with and into Ivy Hill Asset Management, L.P. (“IHAM”), a wholly owned portfolio company of Ares Capital, with IHAM remaining as the surviving entity in such merger as a wholly owned portfolio company of Ares Capital (the “ACAM merger” and together with the merger, the “mergers”). Pro forma for the mergers and the other transactions contemplated by the Agreement and Plan of Merger by and among Ares Capital, American Capital, Acquisition Sub, IHAM, Ivy Hill Asset Management GP, LLC, ACAM, and solely for the limited purposes set forth therein, Ares Capital Management LLC (“Ares Capital Management”), dated as of May 23, 2016, as such agreement may be amended from time to time (the “merger agreement”), the amortized cost and fair value of IHAM as of September 30, 2016 would be approximately $591.0 million and $653.5 million, respectively.
1. Basis of Pro Forma Presentation
The unaudited pro forma condensed consolidated financial information related to the mergers is included as of and for the nine months ended September 30, 2016 and for the year ended December 31, 2015. On May 23, 2016, Ares Capital and American Capital entered into a merger agreement. For the purposes of the pro forma condensed consolidated financial statements, the purchase price is approximately $3.2 billion in total cash and stock consideration which is based upon a price of $15.30 per share of Ares Capital common stock as of October 31, 2016 and an implied value per share of American Capital common stock of $13.87. The pro forma adjustments included herein reflect the conversion of American Capital common stock into Ares Capital common stock using an exchange ratio of 0.483 of a share of Ares Capital common stock, for each of the approximately 230.5 million shares of American Capital common stock outstanding as of October 31, 2016. Each share of American Capital common stock issued and outstanding immediately prior to the effective time will also be entitled to (1) $6.41 per share in cash from Ares Capital, (2) $1.20 per share in cash (representing an aggregate amount of approximately $275) from Ares Capital Management, acting solely on its own behalf and (3) certain Ares Capital make-up dividend amounts, if applicable. Separately, upon completion of the mergers, each share of American Capital common stock will also be entitled to receive $2.45 per share in cash, which amount represents the per share cash consideration to be paid to American Capital as a result of the completion of the sale by ACAM of American Capital Mortgage Management, LLC to American Capital Agency Corp. (the “Mortgage Manager Sale”), which occurred on July 1, 2016.
The merger of Acquisition Sub with and into American Capital will be accounted for as an asset acquisition of American Capital by Ares Capital in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues. The fair value of the merger consideration paid by Ares Capital is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill. If the fair value of the net assets acquired exceeds the fair value of the merger consideration paid by Ares Capital, then Ares Capital would recognize a deemed contribution from Ares Capital Management in an amount up to approximately $275. If the fair value of the net assets acquired exceeds the fair value of the merger consideration paid by Ares Capital and by Ares Capital Management, then Ares Capital would recognize a purchase accounting gain. Alternatively, if the fair value of the net assets acquired is less than the fair value of the merger consideration paid by Ares Capital, then Ares Capital would recognize a purchase accounting loss. As indicated in Note 2 below regarding the preliminary pro forma purchase price allocation calculated as of September 30, 2016, the estimated fair value of the net assets acquired on a pro forma basis exceeds the estimated fair value of the merger consideration paid by Ares Capital resulting in the recognition of a deemed contribution from Ares Capital Management of approximately $156, which would be recorded by Ares Capital in the period the mergers are completed.
Under the Investment Company Act, the regulations pursuant to Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ Audit and Accounting Guide for Investment Companies, Ares Capital is precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services and benefits to Ares Capital. Ares Capital’s financial statements include its accounts and the accounts of all its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
In determining the fair value of the assets to be acquired, Ares Capital follows ASC 820-10, Fair Value Measurements, which expands the application of fair value accounting. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure of fair value measurements. ASC 820-10 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires Ares Capital to assume that the portfolio investment is sold in its principal market to market participants, or in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820-10, Ares Capital has considered its principal market as the market in which Ares Capital exits its portfolio investments with the greatest volume and level of activity. ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:
· Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that Ares Capital has the ability to access.
· Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
· Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In addition to using the above inputs in investment valuations, Ares Capital continues to employ the net asset valuation policy approved by its board of directors that is consistent with ASC 820-10. Consistent with Ares Capital’s valuation policy, it evaluates the source of inputs, including any markets in which Ares Capital’s investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. Ares Capital’s valuation policy considers the fact that because there is not a readily available market value for most of the investments in Ares Capital’s portfolio, the fair value of its investments must typically be determined using unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of Ares Capital’s investments may fluctuate from period to period. Additionally, the fair value of Ares Capital’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that Ares Capital may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If Ares Capital were required to liquidate a portfolio investment in a forced or liquidation sale, Ares Capital may realize significantly less than the value at which Ares Capital has recorded it. As of September 30, 2016, substantially all of the investments held by Ares Capital and American Capital are Level 3 investments.
The following table presents fair value measurements of investments for the pro forma combined company as of September 30, 2016:
|
|
|
|
|
Fair Value Measurements Using |
| ||||||||
|
|
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
| ||||
|
Investments not measured at net asset value(1) |
|
$ |
11,657 |
|
$ |
1 |
|
$ |
456 |
|
$ |
11,200 |
|
|
Investments measured at net asset value(1) |
|
144 |
|
|
|
|
|
|
| ||||
|
Total Investments |
|
$ |
11,801 |
|
|
|
|
|
|
| |||
(1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
The following table presents changes in investments that use Level 3 inputs between the actual September 30, 2016 amounts and those presented for the pro forma combined company as of September 30, 2016:
|
|
|
Actual Ares |
|
Actual |
|
Pro Forma |
|
Pro Forma |
| ||||
|
Actual balance as of September 30, 2016 |
|
$ |
8,798 |
|
$ |
2,688 |
|
$ |
— |
|
$ |
11,486 |
|
|
Estimated purchase price allocation adjustment |
|
— |
|
— |
|
(155 |
) |
(155 |
) | ||||
|
Actual exits and repayments of American Capital investments between October 1, 2016 and October 31, 2016 |
|
— |
|
(57 |
) |
— |
|
(57 |
) | ||||
|
Investments expected to be sold pursuant to contractual agreements as of October 31, 2016 |
|
— |
|
(74 |
) |
— |
|
(74 |
) | ||||
|
Net transfers in and/or out of Level 3 |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Pro Forma Balance as of September 30, 2016 |
|
$ |
8,798 |
|
$ |
2,557 |
|
$ |
(155 |
) |
$ |
11,200 |
|
As of September 30, 2016, the net unrealized depreciation on the investments that use Level 3 inputs for the pro forma combined company was $128.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than would be realized based on the valuations currently assigned.
The unaudited pro forma condensed consolidated financial information includes preliminary estimated purchase price allocation adjustments to record the assets and liabilities of American Capital at their respective estimated fair values and represents Ares Capital’s estimates based on available information. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the mergers are completed and after completion of a final analysis to determine the estimated fair values of American Capital’s assets and liabilities as of the effective time. Accordingly, the final purchase accounting adjustments and integration charges may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the estimated fair values of the net assets and other items of American Capital as compared to the information shown in this document may change the amount of the purchase price recognized as a deemed contribution, income or loss in accordance with ASC 805-50.
The unaudited pro forma condensed consolidated financial information presented in this document is for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the mergers been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchases and other factors. The unaudited pro forma condensed consolidated financial information is not indicative of the results of operations in future periods or the future financial position of the combined company.
2. Preliminary Purchase Accounting Allocations
The unaudited pro forma condensed consolidated financial information includes the unaudited pro forma condensed consolidated balance sheet as of September 30, 2016 assuming the mergers and the Mortgage Manager Sale and certain other transactions that occurred or are expected to occur subsequent to June 30, 2016 (collectively, the “Other Pro Forma Transactions”) had been completed on September 30, 2016. The unaudited pro forma condensed consolidated income statements for the nine months ended September 30, 2016 and for the year ended December 31, 2015 were prepared assuming the mergers and the Other Pro Forma Transactions had been completed on December 31, 2014.
The unaudited pro forma condensed consolidated financial information reflects the issuance of approximately 111.3 million shares of Ares Capital common stock pursuant to the merger agreement.
The merger of Acquisition Sub with and into American Capital will be accounted for using the asset acquisition method of accounting; accordingly, the merger consideration paid by Ares Capital in connection with the mergers will be allocated to the acquired assets and assumed liabilities of American Capital at their relative fair values estimated by Ares Capital as of the effective time. The excess fair value of the net assets acquired over the fair value of the merger consideration paid by Ares Capital is recognized as a deemed contribution from Ares Capital Management in an amount up to approximately $275. Accordingly, the pro forma purchase price has been allocated to the assets acquired and the liabilities assumed based on Ares Capital’s estimate of relative fair values as summarized in the following table:
|
|
|
Pro Forma |
| |
|
Common stock issued |
|
$ |
1,704 |
|
|
Cash consideration paid |
|
1,494 |
| |
|
Deemed contribution from Ares Capital Management |
|
156 |
| |
|
Total purchase price |
|
$ |
3,354 |
|
|
Assets acquired: |
|
|
| |
|
Investments |
|
$ |
2,996 |
|
|
Cash and cash equivalents |
|
512 |
| |
|
Other assets |
|
82 |
| |
|
Total assets acquired |
|
$ |
3,590 |
|
|
Other liabilities assumed |
|
(236 |
) | |
|
Net assets acquired |
|
$ |
3,354 |
|
3. Preliminary Pro Forma Adjustments
The preliminary pro forma purchase accounting allocation included in the unaudited pro forma condensed consolidated financial information is as follows:
A. To reflect American Capital’s balance sheet as of September 30, 2016, updated for estimated changes subsequent to September 30, 2016:
|
|
|
Actual |
|
Pro Forma |
|
Adjusted |
| |||
|
Investments, at fair value |
|
$ |
3,294 |
|
$ |
(131 |
)(1) |
$ |
3,163 |
|
|
Cash and cash equivalents |
|
1,057 |
|
134 |
(1)(2) |
1,191 |
| |||
|
Other assets |
|
349 |
|
— |
|
349 |
| |||
|
Total assets |
|
$ |
4,700 |
|
$ |
3 |
|
$ |
4,703 |
|
|
Debt |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
Other liabilities |
|
124 |
|
— |
|
124 |
| |||
|
Total liabilities |
|
124 |
|
— |
|
124 |
| |||
|
Net assets |
|
4,576 |
|
3 |
(1)(2) |
4,579 |
| |||
|
Total liabilities and net assets |
|
$ |
4,700 |
|
$ |
3 |
|
$ |
4,703 |
|
(1) Includes actual exits and repayments of investments occurring between October 1, 2016 and October 31, 2016 of $57 at fair value (total proceeds of $58). Also includes investments expected to be sold pursuant to contractual agreements as of October 31, 2016 of $74 at fair value (total proceeds of $75). Ares Capital and American Capital cannot assure you that American Capital will sell all or any portion of these investments.
(2) Includes proceeds received from 0.1 million stock options exercised from October 1, 2016 through October 31, 2016, totaling $1.
B. To reflect the acquisition of American Capital by the issuance of approximately 111.3 million shares of Ares Capital common stock. The table below reflects the allocation of the purchase price on the basis of Ares Capital’s estimate of the fair value of assets acquired and liabilities assumed:
Components of the purchase price:
|
|
|
Adjusted American |
|
Pro Forma |
|
Pro Forma |
| |||
|
Common stock issued |
|
|
|
|
|
$ |
1,704 |
(4) | ||
|
Cash consideration paid |
|
|
|
|
|
1,494 |
(5) | |||
|
Deemed contribution from Ares Capital Management |
|
|
|
|
|
156 |
| |||
|
Total purchase price |
|
|
|
|
|
$ |
3,354 |
| ||
|
Assets acquired: |
|
|
|
|
|
|
| |||
|
Investments, at fair value |
|
$ |
3,163 |
|
$ |
(167 |
)(1) |
$ |
2,996 |
|
|
Cash and cash equivalents |
|
1,191 |
|
(679 |
)(2)(3) |
512 |
| |||
|
Deferred tax asset |
|
256 |
|
(256 |
)(1) |
— |
| |||
|
Other assets |
|
93 |
|
(11 |
)(1) |
82 |
| |||
|
Total assets acquired |
|
$ |
4,703 |
|
$ |
(1,113 |
) |
$ |
3,590 |
|
|
Other liabilities assumed |
|
(124 |
) |
(112 |
)(1)(2) |
(236 |
) | |||
|
Net assets acquired |
|
$ |
4,579 |
|
$ |
(1,225 |
) |
$ |
3,354 |
|
(1) Primarily to reflect the allocation of the purchase price to American Capital’s assets and liabilities based on Ares Capital’s estimates of fair value. There is no single approach for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process. The adjustment to other liabilities includes an adjustment to record a liability for the estimated loss on future lease payments of $40.
(2) In addition to the net effect of the fair value adjustments to American Capital’s assets and liabilities, the net assets of American Capital were decreased for various transaction costs expected to be incurred by American Capital of approximately $185, including $68 of other liabilities expected to be paid within the 36 months following the completion of the mergers.
(3) Pursuant to the merger agreement, in connection with the Mortgage Manager Sale, American Capital stockholders will receive a distribution equal to approximately $562.
(4) Based on Ares Capital’s share price as of October 31, 2016 and 230.5 million of fully diluted shares of American Capital.
(5) Includes $16 related to certain make-up dividend amounts payable by Ares Capital pursuant to the merger agreement.
C. The net assets of the pro forma combined company were decreased for the cash consideration payable by Ares Capital to American Capital stockholders of approximately $6.41 per fully diluted share plus certain Ares Capital make-up dividend amounts of $0.07 per share, or approximately $1,494.
D. The pro forma adjustment to cash and cash equivalents primarily reflects draws under Ares Capital’s revolving credit facilities with the cash proceeds used to fund the various net cash requirements of Ares Capital related to the mergers, including certain costs expected to be incurred by Ares Capital related to the mergers. For the purposes of these unaudited pro forma condensed consolidated financial statements, it is assumed that Ares Capital’s revolving funding facility is amended and upsized from its current committed amount of $540 to $1,000 as contemplated by the Debt Commitment Letter (as defined in the merger agreement). The net assets of the pro forma combined company were decreased by $24 to reflect various other costs expected to be incurred by Ares Capital in connection with the mergers.
E. U.S. generally accepted accounting principles (“GAAP”) require that Ares Capital consider the cumulative aggregate unrealized appreciation in determining the capital gains incentive fee accrued under GAAP, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory and management agreement. Ares Capital is also required by GAAP to record an investment at its fair value as of the time of acquisition instead of at the actual amount paid for such investment by Ares Capital (including, for example, as a result of the application of the acquisition method of accounting). As a result, solely for the purposes of calculating the capital gains incentive fee, the “accreted or amortized cost basis” of an investment shall be an amount (the “Contractual Cost Basis”) equal to (1)(x) the actual amount paid by Ares Capital for such investment plus (y) any amounts recorded in Ares Capital’s financial statements as required by GAAP that are attributable to the accretion of such investment plus (z) any other adjustments made to the cost basis included in Ares Capital’s financial statements, including PIK interest or additional amounts funded (net of repayments) minus (2) any amounts recorded in Ares Capital’s financial statements as required by GAAP that are attributable to the amortization of such investment, whether such calculated Contractual Cost Basis is higher or lower than the fair value of such investment (as determined in accordance with GAAP) at the time of acquisition. In accordance with the above, the pro forma adjustments as of September 30, 2016 include $31 for the capital gains incentive fees accrued in accordance with GAAP but do not reflect amounts that would actually be payable under the investment advisory and management agreement as such amounts would only be included in the contractual calculation when such related investments are ultimately realized.
F. Investment income and any unrealized gains and losses associated with actual exits and repayments of investments occurring between October 1, 2016 and October 31, 2016, or expected to be sold pursuant to contractual agreements as of October 31, 2016 were removed from the pro forma condensed consolidated statement of operations for the nine months ended September 30, 2016 and for the year ended December 31, 2015.
G. Reflects the interest expense associated with the additional draws under Ares Capital’s revolving credit facilities assumed in Note D above.
H. Base management fees were computed based on 1.5% of average total assets (other than cash and cash equivalents but including assets purchased with borrowed funds) per Ares Capital’s investment advisory and management agreement with Ares Capital Management.
I. Income based and capital gains incentive fees were recomputed based on the formulas described in Ares Capital’s investment advisory and management agreement with Ares Capital Management. The additional income based fees prior to the consideration of the fee waiver from Ares Capital Management for the nine months ended September 30, 2016 and for the year ended December 31, 2015 were $15 and $9, respectively. After applying the fee waiver for such periods, the reduction in the income based fees for the nine months ended September 30, 2016 and for the year ended December 31, 2015 were $15 and $31, respectively.
J. Adjustments to other expenses were made to reflect compensation costs for American Capital employees that would have been covered by the base management fees paid to Ares Capital Management and therefore would not be directly incurred by Ares Capital. Additionally, all American Capital stock option costs were excluded as such costs would not exist at Ares Capital as there is no stock option plan maintained by Ares Capital. Lastly, any actual costs incurred related to the mergers and the Other Pro Forma Transactions were also excluded.
K. Adjustments were made to reflect that American Capital would have been a regulated investment company (“RIC”) under the Code and operated in a manner so as to qualify for the tax treatment applicable to RICs. For the periods presented, American Capital was subject to taxation as a corporation under Subchapter C of the Code.
L. Total shares outstanding as of September 30, 2016 have been adjusted to reflect the following:
|
Ares Capital shares outstanding as of September 30, 2016 |
|
313,349,662 |
|
|
Estimated shares issued in connection with the mergers reflected as outstanding for the periods presented |
|
111,349,662 |
|
|
Ares Capital adjusted shares outstanding as of September 30, 2016 |
|
425,303,670 |
|
Weighted average shares for the nine months ended September 30, 2016 and the year ended December 31, 2015 have been adjusted to reflect the following:
|
|
|
For the Nine |
|
For the Year Ended |
|
|
Ares Capital weighted average shares outstanding |
|
314,066,602 |
|
314,375,099 |
|
|
Estimated shares issued in connection with the mergers reflected as outstanding for the periods presented |
|
111,349,662 |
|
111,349,662 |
|
|
Ares Capital adjusted weighted average shares outstanding |
|
425,416,264 |
|
425,724,761 |
|
M. Includes compensation costs for certain American Capital employees that would have been subject to reimbursement by Ares Capital, pursuant to the administrative agreement with Ares Capital’s administrator, Ares Operations, for Ares Capital’s allocable share of such compensation. For the nine months ended September 30, 2016, includes such compensation costs of $32. For the year ended December 31, 2015, includes such compensation costs of $45. These compensation costs as well as other general and administrative expenses do not reflect any potential expense efficiencies of the mergers.