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EX-99.1 - EX-99.1 - TriLinc Global Impact Fund LLCtrilinc-ex991_6.htm

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2017

 

TriLinc Global Impact Fund, LLC

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-55432

36-4732802

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1230 Rosecrans Avenue, Suite 605

Manhattan Beach, CA

 

90266

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 997-0580

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 8.01 OTHER EVENTS.

 

 

Update to the Company’s Investments

 

Since TriLinc Global Impact Fund, LLC (the “Company”) commenced operations and through June 30, 2017, the Company has funded $614.5 million in aggregate investments, including $28 million in temporary investments. Of the aggregate investment amount, the Company has received $351 million in full aggregate transaction repayments from existing and exited trade finance, term loan, and temporary investment facilities. Of the aggregate transaction repayment amount, approximately $113.8 million represents transactions of trade finance, term loan, and temporary investment facilities that are closed and no longer part of the Company’s portfolio.

As of June 30, 2017 the Company had the following investments:  

Description

Sector

Country

Investment Type

Maturity1

Interest Rate2

Total Loan Commitment3

Total Amount Outstanding4

Agriculture Distributor

 

Farm-Product Raw Materials

Argentina

Trade Finance

7/16/2017-7/18/2017

9.00%

$15,000,000

$12,500,000

Agricultural Products Exporter II

Farm-Product Raw Materials

Singapore

Trade Finance

2/28/2018

7.50%

$5,000,000

$5,000,000

Beef Exporter

Meat Products

Argentina

Trade Finance

11/29/2017

11.50%

$9,000,000

$9,000,000

Chia Seed Exporter

Field Crops, Except Cash Grains

Chile

Trade Finance

3/4/2018

10.90%

$2,500,000

$1,418,655

Citrus Producer

Fruit and Tree Nuts

Uruguay

Trade Finance

2/3/2018-6/14/2018

9.00%

$2,500,000

$670,364

Clean Diesel Distributor

Bulk Fuel Stations and Terminals

Peru

Term Loan

8/1/2019

11.50%

$15,000,000

$15,000,000

Consumer Goods Distributor

Groceries and Related Products

Namibia

Trade Finance

10/29/2017

12.00%

$2,000,000

$500,000

Dairy Co-Operative

Dairy Products

Argentina

Trade Finance

7/29/2017

10.67%

$6,000,000

$6,000,000

Diaper Manufacturer

Converted Paper and Paperboard Products

Peru

Term Loan

7/28/2021

12.16%

$6,040,000

$5,140,000

Electronics Assembler

Miscellaneous Electrical Machinery, Equipment, and Supplies

South Africa

Trade Finance

11/20/2017

13.00%

$6,000,000

$340,991

Farm Supplies Distributor5

Miscellaneous Non-Durable Goods

Zambia

Trade Finance

10/07/2015-5/3/2016

12.42%

$10,000,000

$5,078,526

Fish Processor & Exporter

Commercial Fishing

Ecuador

Trade Finance

9/12/2017-8/18/2018

9.00%

$2,000,000

$540,574

FMCG Manufacturer

Soap, Detergents, and Cleaning Preparations

Zambia

Term Loan

11/16/2019

11.00%

$6,500,000

$1,662,935

Fruit & Nut Distributor

Groceries and Related Products

South Africa

Trade Finance

5/22/20156

10.00%

$1,250,000

$785,806

Grain Processor

Cash Grains

Uganda

Trade Finance

12/31/2017

11.30%

$3,750,000

$297,433

Hospitality Service Provider

Hotels and Motels

Cabo Verde

Term Loan

8/21/2021

13.50%

$17,000,000

$17,000,000

 

 

 

 

 

 

 

 

Infrastructure and Logistics Provider

Highway and Street Construction, Except Elevated Highways

Indonesia

Term Loan

11/22/2019

20.67%7

$15,000,000

$13,636,500


Integrated Steel Producer

Steel Works, Blast Furnaces, and Rolling and Finishing Mills

Zambia

Trade Finance

8/7/2017

13.00%

$6,000,000

$6,000,000

International Development Logistics Provider

Lumber and Other Construction Materials

Italy

Trade Finance

12/31/2017

9.50%

$5,000,000

$4,469,131

IT Service Provider

Computer Programming and Data Processing

Brazil

Term Loan

10/31/2019

13.50%

$15,000,000

 

$15,000,000

 

Marine Logistics Provider

Services Incidental to Water Transportation

Nigeria

Term Loan

9/16/2020

14.99%8

$16,050,000

$13,753,870

Meat Processor II

Meat Products

South Africa

Trade Finance

5/19/2017

14.50%

$2,800,000

$214,091

Metals Trader

Metals and Minerals, Except Petroleum

United Kingdom

Trade Finance

6/30/2017-12/31/2017

10.13%

$8,000,000

$5,089,930

Mine Remediation Company

Metal Mining Services

South Africa

Trade Finance

9/28/2017

17.50%

$2,500,000

$1,234,145

Oilseed Distributor

Fats and Oils

Argentina

Trade Finance

8/31/2017-2/22/2018

8.88%

$12,000,000

$12,000,000

Plastic Products Manufacturer

Miscellaneous Plastics Products

Kenya

Trade Finance

10/12/2017

11.50%

$1,500,000

$161,018

Power Producer

Electric Services

Ghana

Trade Finance

3/10/2017-10/9/2017

11.50%

$20,000,000

$11,964,946

Property Developer

Land Subdividers and Developers

Namibia

Term Loan

8/15/2021

12.50%

$15,000,000

$15,000,000

Railway Equipment Provider

Rental of Railroad Cars

South Africa

Term Loan

1/31/2020

12.00%

$5,000,000

$4,136,861

Scrap Metal Recycler

Secondary Nonferrous Metals

Morocco

Trade Finance

7/17/2017-7/17/2018

11.14%9

$9,000,000

$7,349,626

Sesame Seed Exporter

Farm-Product Raw Materials

Guatemala

Trade Finance

3/31/201610

12.00%

$2,000,000

$907,565

Shrimp Exporter

Fresh or Frozen Packaged Fish

Ecuador

Trade Finance

10/22/2017-10/22/2018

9.25%

$9,000,000

$6,912,400

Sugar Producer

Field Crops, Except Cash Grains

Brazil

Term Loan

02/28/2021

12.43%

$3,000,000

$2,851,296

Tin Producer

Primary Nonferrous Metals

Indonesia

Term Loan

6/30/2020

12.00%

$3,000,000

$2,372,297

Tuna Processor and Exporter

Lumber and Other Construction Materials

Ecuador

Trade Finance

8/7/2017-6/8/2018

9.50%

$5,000,000

$4,550,355

Vanilla Exporter

Groceries and Related Products

Mauritius

Trade Finance

11/23/2017

11.10%11

$12,000,000

$4,576,825

Vessel Operator

Metal Mining Services

Indonesia

Trade Loan

3/5/2018-6/8/2020

11.19%

$5,332,336

$5,332,336

Wholesale Distributor

Chemicals and Allied Products

Malaysia

Trade Loan

3/31/2020

12.00%

$15,000,000

$15,000,000

Investment Portfolio Total

 

 

 

 

$296,722,336

$233,448,476

 

 

 

 

 

 

 

 

1 The Company’s trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower. The Company has adjusted the disclosure in the above table to reconcile the maturity dates for its investments. Previously, the Company has presented targeted rather than maximum maturity dates for certain of its investments where such dates were different. Positions with multiple transactions may have different maximum maturity dates, which are reflected in the maturity date ranges.

2 Interest rates are as of June 30, 2017 and, where applicable, are weighted averages amongst multiple transactions. Interest rates include contractual rates and accrued fees where applicable.


3 The total loan commitment represents the maximum amount that can be borrowed under the agreement. The actual amount drawn on the loan by the borrower may change over time. Loan commitments are subject to availability of funds and do not represent a contractual obligation to provide funds to a borrower.

4 The total amount outstanding represents the actual amount borrowed under the loan as June 30, 2017. In some instances where there is a $0 balance, the borrower may have paid back the original amount borrowed under a trade finance facility and under an agreement, may borrow again.

5 Repayment by the Farm Supplies Distributor is delayed due to slow payment of associated receivables by its main customer, the Government of Zambia. For more information on the Farm Supplies Distributor, please see our Quarterly Report on the Form 10-Q, for the quarter ended June 30, 2017 as filed with the SEC on August 11, 2017.

6 The Company, together with its sub-advisor, had agreed to further extend the principal maturity date to facilitate the strategic sale of the Fruit & Nut Distributor, which closed in June 2016. For more information on the Fruit and Nut Distributor, please see our Quarterly Report on the Form 10-Q, for the quarter ended June 30, 2017 as filed with the SEC on August 11, 2017

.7 The loan will provide for a net interest rate to the Company of 18.5%, 20%, and 22% in year 1, 2, and 3 respectively.

8 The interest rate is a weighted average interest rate between four separate transactions. One transaction has an interest rate of 10.50%, one transaction has a variable interest rate of one month Libor +10.5%, and the remaining two transactions, totaling $11.7 million, include an additional 4.68% rate in deferred fixed interest.

9 The interest rate is a variable rate of one month Libor +10.50%.

10 Repayment by the Sesame Seed Exporter is delayed due to customer turnover. For more information on the Sesame Seed Exporter, see our Quarterly Report on the Form 10-Q, for the quarter ended June 30, 2017 as filed with the SEC on August 11, 2017.

11 The interest rate is one month Libor +10.50%.

 

As of June 30, 2017 the Company had exited the following investments:

Description

Sector

Country

Investment Type

Transaction Date

Transaction Amount

Payoff Date

Internal Rate of Return (“IRR”)1

Agricultural Products  Exporter I2

 

Farm-Product Raw Materials

Singapore

Trade Finance

4/23/2015

$10,000,000

2/29/2016

11.85%

Agricultural Supplies Distributor I

 

Miscellaneous Non-Durable Goods

South Africa

Trade Finance

10/15/2014

$15,202,091

8/14/2015

13.11%

Agricultural Supplies Distributor II

 

Miscellaneous Non-Durable Goods

South Africa

Trade Finance

10/06/2015

$8,563,423

6/1/2016

10.76%

Candle Distributor

Miscellaneous Manufacturing Industries

South Africa

Trade Finance

9/2/2014

$1,400,000

9/16/2015

14.27%

Cement Distributor

Cement, Hydraulic

Kenya

Trade Finance

9/23/2014

$12,000,000

10/15/2015

15.29%

Construction Materials Distributor

Hardware, Plumbing, and Heating Equipment

South Africa

Trade Finance

10/9/2014

$838,118

4/1/2016

13.00%

Electronics Retailer

Radio, Television, Consumer Electronics, and Music Stores

Indonesia

Term Loan

7/26/2013

$5,000,000

6/17/2014

19.59%

Farm Supplies Wholesaler

Miscellaneous Non-Durable Goods

South Africa

Trade Finance

5/28/2015

$2,250,000

1/19/2016

13.14%

Fertilizer Distributor

Agricultural Chemicals

Zambia

Trade Finance

7/17/2014

$3,000,000

11/4/2014

12.65%

Food Processor

Groceries and Related Products

Peru

Term Loan

3/25/2014

$576,000

11/28/2014

14.01%

Frozen Seafood Exporter

Groceries and Related Products

Ecuador

Trade Finance

6/17/2013

$240,484

5/14/2014

13.49%

Industrial Materials Distributor

Mineral and Ores

South Africa

Trade Finance

11/20/2014

$4,030,000

12/15/2015

13.64%

Insulated Wire Manufacturer

Rolling, Drawing, and Extruding of Nonferrous Metals

Peru

Trade Finance

5/2/2014

$1,991,000

12/2/2014

8.43%


International Tuna Exporter

Groceries and Related

Products

Ecuador

Trade Finance

7/17/2013

$1,000,000

10/9/2013

13.58%

Machinery and Equipment Provider

Machinery, Equipment, and Supplies

United Kingdom

Trade Finance

1/29/2017

$1,225,749

4/12/2017

  13.46%

Meat Processor I

Meat Products

South Africa

Trade Finance

7/7/2014

$2,950,000

4/1/2016

14.08%

Meat Producer2

Meat Products

South Africa

Trade Finance

11/27/2015

$1,500,000

2/3/2016

14.83%

Rice & Bean Importer

Groceries and Related Products

South Africa

Trade Finance

7/7/2014

$1,000,000

8/5/2015

12.97%

Rice Importer

Farm-Product Raw Materials

Kenya

Trade Finance

11/6/2015

$399,653

5/19/2016

11.50%

Rice Producer

Cash Grains

Tanzania

Trade Finance

1/22/2015

$3,900,000

4/1/2016

12.04%

Seafood Processing Company

Miscellaneous Food Preparations and Kindred Products

Ecuador

Trade Finance

6/19/2013

$496,841

7/1/2013

13.44%

Textile Distributor

Apparel, Piece Goods, and Notions

South Africa

Trade Finance

7/25/2014

$7,026,515

5/30/2016

15.81%

Timber Exporter

Sawmills and Planing Mills

Chile

Trade Finance

7/3/2013

$915,000

6/12/2014

10.25%

Waste Management Equipment Distributor

Machinery, Equipment, and Supplies

South Africa

Trade Finance

2/13/2015

$310,752

5/15/2015

20.19%

Investment Portfolio Total

$85,815,626

 

 

 

Temporary Investments3

 

Description

Sector

Country

Investment Type

Transaction Date

Transaction Amount

Payoff Date

Internal Rate of Return (“IRR”)

Agricultural Products Exporter II

Farm-Product Raw Materials

Singapore

Bridge Loan

3/21/2016

$5,000,000

9/14/2016

29.84%

Financial Services Provider I

Miscellaneous Business Credit Institutions

Mauritius

Promissory Note

9/23/2014

$3,000,000

11/17/2014

15.94%

Financial Services Provider II

Miscellaneous Business Credit Institutions

Mauritius

Promissory Note

3/22/2016

$15,000,000

9/14/2016

32.04%

Financial Services Provider III

Miscellaneous Business Credit Institutions

Mauritius

Promissory Note

8/17/2016

$5,000,000

11/30/2016

10.53%

Temporary Investments Total

$28,000,000

Investment Portfolio and Temporary Investments Total

$113,815,626

 

1 Given that the loan has been paid off, this investment is no longer part of the Company’s portfolio. The internal rate of return is defined as the gross average annual return earned through the life of an investment. The internal rate of return was calculated by our Advisor (unaudited) as the investment (loan advance) was made and cash was received (principal, interest and fees).

2 Impact data was not tracked for this investment. The Company does not track impact data for trade finance transactions that meet standard underwriting guidelines, but generally have the maturity of less than one year and involve borrowers with whom, at the time of funding, the Company does not expect to maintain an ongoing lending relationship or otherwise provide an open loan facility.

3 Temporary investments are defined as short-term investments that are not trade finance or term loan transactions that generally expire within one year, are intended to generate a higher yield than would be realized on cash and may be unsecured positions. The temporary investments that are unsecured positions may present a higher level of risk.

 

 

 

 

 

 

 


 

Certain Investment Portfolio Characteristics (as of June 30, 2017)1

 

Total Assets (est.)

$315,200,000  

Current Loan Commitments

$296,722,336

Leverage

$1,860,000

Weighted Average Portfolio Loan Size

$6,801,799

Weighted Average Portfolio Duration2

1.46 years

Average Collateral Coverage Ratio

>2.0x

USD Denominated

100%

Senior Secured

100%

Countries

22

Sectors

29

 

Top Five Investments by Percentage3

Company Description

Country

% of Total Assets

Hospitality Service Provider

Cabo Verde

5.4%

Clean Diesel Distributor

Peru

4.8%

Wholesale Distributor

Malaysia

4.8%

Property Developer

Namibia

4.8%

IT Service Provider

Brazil

4.8%

 

 

 

 

 

 

 

 

1 All information provided in this section, with the exception of the Total Asset (est.) figure, does not include the Company’s temporary investment commitments.

2 Weighted average duration is the average period of time before the loans in the portfolio mature or come due weighted to properly account for the difference of investment sizes within the portfolio. Duration is calculated through the average turn of trade finance transactions and the contracted amortization of term loans.

3 This represents all countries/sectors where the Company currently has a loan commitment other than through a temporary investment. Due to the revolving debt nature of trade finance facilities and the timing of funding, it is possible that certain commitments currently have a zero outstanding balance and would therefore not be represented in the country/sector allocation charts, which represents invested capital.

 

Update to the Company’s Impact Data

 

 

Percentage of the Borrowers that:

 

Comply with local environmental, labor, health, safety and  

business laws, standards and regulations

100%

Demonstrate their positive impact on the community through community service and/or community donations

84%

Commit to working towards implementing international environmental and health and safety best practices

100%

Implement environmentally sustainable practices including energy savings, waste reduction and/or water conservation

 

89%

Top 5 Borrower Impact Objectives

 

1.Job Creation

76%

2.Wage Increase

21%

3.Agricultural Productivity

18%

4.Capacity-Building

16%

5.Access to New Markets

11%

Top 5 Borrower Environmental and Social Practices

 

1.Fair Hiring and Recruiting

2.Maternity/Paternity Leave

3.Energy Savings

 

4.Waste Reduction

 

5.Fair Compensation

 

Number of employees of the borrower companies

27,335

 

 

 

 


 

Overview of Certain Recent Investments

 

Grain Processor

 

Investment Overview

 

Investment Type: Senior Secured Trade Finance

Investment Date:6/27/2017

Structure: Revolving Facility

Loan Commitment Amount: $3,750,000

Interest Rate: Three Month Libor + 9.00%

Sector: Grain Sourcing and Processing

Collateral Coverage Ratio: ≥1.44x

Impact Objective(s):

Productivity & Competitiveness Improvement; Job Creation; Wage Increase; Capacity-Building; Agricultural Productivity; Access to Financial Services

 

Borrower Background

 

The Company recently extended a $3,750,000 senior secured revolving trade finance facility to an agricultural trading borrower that is established in the Cayman Islands for structural purposes and operates in Uganda. With a 2016 GDP of $25.5 billion, a population of 41.5 million, and GDP growth averaging 5.5% annually from 2010 to 2015, Uganda ranks 12th across the Sub-Saharan African region on the World Bank’s Ease of Doing Business index. The country’s economy is primarily service- and agriculture-based, with the agriculture industry employing one third of the workforce. Maize is a major staple food crop in Uganda, and over 90% of it is produced by smallholder farmers.

 

Recognizing the importance of the agricultural sector, and maize in particular, in Ugandan economic development and food security, the Company has provided financing for the borrower to source, process, and store maize before selling to off-takers, such as the World Food Programme, across Uganda, Kenya, and Rwanda.  Off-takers range from food processing companies to organizations that produce nutrient-enriched, therapeutic food to meet the nutritional demand of the region’s growing population.

 

The borrower maintains support centers in western and southern Uganda that offer farmers a location to sell their maize, as well as access to competitively priced agricultural inputs, knowledge, demonstrations, extension services, and loans for working capital. To date, these centers have provided over 45,000 farmers with agricultural finance. Through its various activities, the borrower encourages farmers to use quality inputs and methods to maximize their crop yields and facilitates their ability to sell their harvests through a reliable process at fair pricing, thereby improving farmers’ livelihoods and contributing to regional food security.

 

Wholesale Distributor

 

Investment Overview

 

Investment Type: Senior Secured Trade Finance

Investment Date:3/31/2017

Structure: Revolving Facility

Loan Commitment Amount: $15,000,000

Interest Rate: 12.00%

Sector: Chemicals and Allied Products

Collateral Coverage Ratio: ≥2.57x

Impact Objective(s): New Market Access; New Product Access; Job Creation

 

 

 


Borrower Background

 

Founded in 2007, this trading and manufacturing borrower is involved principally in the procurement of polymers, chemicals, fast moving consumer goods (“FMCG”), and food and agricultural related products. Through its operations based in Malaysia, the borrower contributes to the global economy by selling innovative products to partners around the world.  In 2016, the borrower exported over 1,450 metric tons of various goods. The borrower offers competitive wages and provides in-the-field training, including capacity-building by respective department leads and trips to sourcing factories to gain a better understanding of the products they are trading, to all employees. With the Company’s financing, the borrower is on track to pioneer a variety of new products, like coffee, edible oil, and FMCG, across various sectors to more than half a dozen countries in 2017, and to become an important distributor in the ASEAN region.

 

The Company’s trade finance facility is secured by receivables, a pledge of shares, and a corporate guarantee.

 

International Development Logistics Provider

 

Investment Overview

 

Investment Type: Senior Secured Trade Finance

Investment Date:4/13/2016

Structure: Revolving Facility

Loan Commitment Amount: $5,000,000

Interest Rate: 9.50% + Euribor (if positive)

Sector: Construction Material

Collateral Coverage Ratio: ≥1.44x

Impact Objective(s): Access to New Markets; Job Creation

 

Borrower Background

 

Founded in 1983, the borrower has more than 30 years of experience in providing technical assistance, procurement, and trading services for projects and programs administered by well-known international development organizations, including the United Nations, the European Commission, and World Food Programme, throughout  Sub-Saharan Africa, Eastern Europe, South America, and the Caribbean. It is anticipated that the Company’s financing will be used for the export of unassembled, prefabricated portable housing and office modules for use by UN peacekeeping personnel throughout Sub-Saharan Africa.

 

The Company’s trade finance facility is secured by cash, inventory, and accounts receivables.

 

 

August Press Release

On August 18, 2017, TriLinc Global Impact Fund, LLC issued a press release to announce its investment activity for July 2017.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

 

 

(d)

Exhibits

       The following Exhibit is filed as part of this report.

 

Exhibit 99.1

 

Press release of TriLinc Global Impact Fund, LLC

 

 

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

TRILINC GLOBAL IMPACT FUND, LLC

 

 

 

 

August 18, 2017

 

 

 

By:

 

/s/ Gloria S. Nelund

 

 

 

 

Name:

 

Gloria S. Nelund

 

 

 

 

Title:

 

Chief Executive Officer