Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - Bain Capital Specialty Finance, Inc. | a17-20660_1ex32.htm |
| EX-31.2 - EX-31.2 - Bain Capital Specialty Finance, Inc. | a17-20660_1ex31d2.htm |
| EX-31.1 - EX-31.1 - Bain Capital Specialty Finance, Inc. | a17-20660_1ex31d1.htm |
| EX-10.7 - EX-10.7 - Bain Capital Specialty Finance, Inc. | a17-20660_1ex10d7.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 814-01175
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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81-2878769 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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200 Clarendon Street, 37th Floor |
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02116 |
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(Address of Principal Executive Office) |
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(Zip Code) |
(617) 516-2000
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Non-accelerated filer x |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Emerging growth companyo |
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 13, 2017, the registrant had 24,931,841.86 shares of common stock, $0.001 par value, outstanding.
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Consolidated Schedule of Investments as of September 30, 2017 (Unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2016 and in our filings with the Securities and Exchange Commission (the “SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.
Item 1. Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
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As of |
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As of | |||
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September 30, 2017 |
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December 31, 2016 | |||
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(Unaudited) |
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Assets |
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Investments at fair value: |
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Non-controlled/non-affiliate investments (amortized cost of $467,907,834 and $106,251,499, respectively) |
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$ |
475,372,716 |
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$ |
107,942,008 |
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Controlled affiliate investments (amortized cost of $8,005,359 and $0, respectively) |
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8,005,359 |
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— |
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Cash and cash equivalents |
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37,813,409 |
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66,732,154 |
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Foreign cash (cost of $719,766 and $0, respectively) |
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728,717 |
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— |
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Collateral on forward currency exchange contracts |
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4,220,000 |
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— |
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Deferred financing costs |
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815,059 |
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1,088,751 |
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Deferred offering costs |
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15,000 |
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329,995 |
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Interest receivable on investments |
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1,795,921 |
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596,164 |
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Prepaid insurance |
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2,078 |
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139,875 |
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Receivable for sales and paydowns of investments |
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21,402 |
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20,415 |
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Other assets |
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— |
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5,723 |
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Total Assets |
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$ |
528,789,661 |
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$ |
176,855,085 |
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Liabilities |
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Revolving credit facility |
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$ |
— |
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$ |
59,100,000 |
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Interest payable |
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71,300 |
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17,992 |
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Payable for investments purchased |
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11,024,441 |
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6,266,467 |
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Unrealized depreciation on forward currency exchange contracts |
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2,643,944 |
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— |
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Base management fee payable |
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856,260 |
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178,204 |
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Incentive fee payable |
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703,400 |
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253,576 |
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Accounts payable and accrued expenses |
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1,358,383 |
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478,419 |
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Directors fees payable |
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— |
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133,806 |
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Distributions payable |
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5,235,687 |
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82,363 |
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Total Liabilities |
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21,893,415 |
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66,510,827 |
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Commitments and Contingencies (See Note 10) |
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Net Assets |
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Preferred stock, $0.001 par value per share, 10,000,000,000 shares authorized, none issued and outstanding as of September 30, 2017 and December 31, 2016, respectively |
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$ |
— |
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$ |
— |
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Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 24,931,842 and 5,490,882 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively |
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24,932 |
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5,491 |
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Paid in capital in excess of par value |
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502,659,613 |
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109,677,129 |
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Accumulated undistributed net investment income (loss) |
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(477,633 |
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(1,028,871 |
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Accumulated undistributed net realized loss |
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(140,774 |
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— |
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Net unrealized appreciation |
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4,830,108 |
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1,690,509 |
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Total Net Assets |
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506,896,246 |
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110,344,258 |
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Total Liabilities and Total Net assets |
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$ |
528,789,661 |
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$ |
176,855,085 |
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Net asset value per share |
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$ |
20.33 |
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$ |
20.10 |
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See Notes to Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Operations
(Unaudited)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, | |||||||||
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2017 |
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2016 |
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2017 |
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2016 | |||||
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Income |
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Investment income from non-controlled/non-affiliate investments: |
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Interest from investments |
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$ |
7,793,040 |
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$ |
— |
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$ |
14,467,794 |
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$ |
— |
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Other income |
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— |
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— |
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88,988 |
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— |
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Total investment income from non-controlled/non-affiliate investments |
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7,793,040 |
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— |
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14,556,782 |
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— |
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Investment income from controlled affiliate investments: |
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Interest from investments |
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24,060 |
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— |
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31,906 |
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— |
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Total investment income from controlled affiliate investments: |
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24,060 |
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— |
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31,906 |
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— |
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Total investment income |
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7,817,100 |
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— |
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14,588,688 |
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— |
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Expenses |
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Interest and debt financing expenses |
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$ |
223,945 |
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$ |
— |
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$ |
621,853 |
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$ |
— |
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Amortization of deferred offering costs |
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106,152 |
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— |
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314,995 |
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— |
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Base management fee |
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856,260 |
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— |
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1,704,975 |
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— |
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Incentive fee |
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240,003 |
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— |
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449,824 |
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— |
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Organizational costs |
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— |
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725,768 |
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— |
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725,768 |
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Professional fees |
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506,756 |
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63,878 |
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1,406,462 |
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63,878 |
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Directors fees |
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68,250 |
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68,753 |
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204,312 |
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68,753 |
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Other general and administrative expenses |
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213,822 |
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— |
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500,313 |
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— |
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Total expenses |
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2,215,188 |
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858,399 |
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5,202,734 |
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858,399 |
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Net investment income (loss) |
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5,601,912 |
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(858,399 |
) |
9,385,954 |
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(858,399 |
) | ||||
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Net realized and unrealized gains (losses) |
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Net realized gain on non-controlled/non-affiliate investments |
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48,735 |
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— |
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81,336 |
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— |
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Net realized loss on foreign currency transactions |
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(583,149 |
) |
— |
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(2,104 |
) |
— |
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Net realized loss on forward currency exchange contracts |
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— |
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— |
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(220,006 |
) |
— |
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Net change in unrealized appreciation on foreign currency translation |
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448,252 |
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— |
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9,170 |
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— |
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Net change in unrealized depreciation on forward currency exchange contracts |
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(1,234,706 |
) |
— |
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(2,643,944 |
) |
— |
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Net change in unrealized appreciation on non-controlled/non-affiliate investments |
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2,920,895 |
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— |
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5,774,373 |
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— |
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Total net realized and unrealized gains |
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1,600,027 |
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— |
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2,998,825 |
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— |
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Net increase (decrease) in net assets resulting from operations |
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$ |
7,201,939 |
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$ |
(858,399 |
) |
$ |
12,384,779 |
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$ |
(858,399 |
) |
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Per Common Share Data |
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Basic and diluted net investment income per common share |
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$ |
0.22 |
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$ |
(858.40 |
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$ |
0.53 |
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$ |
(858.40 |
) |
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Basic and diluted increase in net assets resulting from operations per common share |
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$ |
0.29 |
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$ |
(858.40 |
) |
$ |
0.70 |
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$ |
(858.40 |
) |
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Basic and diluted weighted average common shares outstanding |
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24,921,589 |
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1,000 |
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17,725,983 |
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1,000 |
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See Notes to Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
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For the Nine Months Ended September 30, | |||||
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2017 |
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2016 | |||
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Operations: |
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Net investment income (loss) |
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$ |
9,385,954 |
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$ |
(858,399 |
) |
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Net realized loss |
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(140,774 |
) |
— |
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Net change in unrealized appreciation |
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3,139,599 |
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— |
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Net increase (decrease) in net assets resulting from operations |
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12,384,779 |
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(858,399 |
) | ||
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Stockholder distributions: |
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Distributions from net investment income |
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(9,149,711 |
) |
— |
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Net decrease in net assets resulting from stockholder distributions |
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(9,149,711 |
) |
— |
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Capital share transactions: |
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Issuance of common stock |
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392,735,221 |
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— |
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Reinvestment of stockholder distributions |
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581,699 |
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— |
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Net increase in net assets resulting from capital share transactions |
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393,316,920 |
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— |
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Total increase (decrease) in net assets |
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396,551,988 |
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(858,399 |
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Net assets at beginning of period |
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110,344,258 |
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— |
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Net assets at end of period |
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$ |
506,896,246 |
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$ |
(858,399 |
) |
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Net asset value per common share |
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$ |
20.33 |
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$ |
(858.40 |
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Common stock outstanding at end of period |
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24,931,842 |
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1,000 |
| ||
See Notes to Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
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For the Nine Months Ended September 30, | |||||
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2017 |
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2016 | |||
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Cash flows from operating activities |
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Net increase (decrease) in net assets resulting from operations |
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$ |
12,384,779 |
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$ |
(858,399 |
) |
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Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities: |
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Purchases of investments |
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(390,313,756 |
) |
— |
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Proceeds from principal payments and sales of investments |
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26,029,281 |
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— |
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Net realized gain from investments |
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(81,336 |
) |
— |
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Net realized loss on foreign currency transactions |
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2,104 |
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— |
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Net change in unrealized depreciation on forward currency exchange contracts |
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2,643,944 |
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— |
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Net change in unrealized appreciation on investments |
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(5,774,373 |
) |
— |
| ||
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Net change in unrealized appreciation on foreign currency translation |
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(9,170 |
) |
— |
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Accretion of discounts and amortization of premiums |
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(538,677 |
) |
— |
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Amortization of deferred financing costs and upfront commitment fees |
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273,692 |
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— |
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Amortization of deferred offering costs |
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314,995 |
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— |
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Changes in operating assets and liabilities: |
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Collateral on forward currency exchange contracts |
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(4,220,000 |
) |
— |
| ||
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Interest receivable on investments |
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(1,199,757 |
) |
— |
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Prepaid insurance |
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137,797 |
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— |
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Other assets |
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5,723 |
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— |
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Interest payable |
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53,308 |
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— |
| ||
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Base management fee payable |
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678,056 |
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— |
| ||
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Incentive fee payable |
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449,824 |
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— |
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Accounts payable and accrued expenses |
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879,964 |
|
858,399 |
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Directors fees payable |
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(133,806 |
) |
— |
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Net cash used in operating activities |
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(358,417,408 |
) |
— |
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Cash flows from financing activities |
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Borrowings on revolving credit facility |
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94,899,918 |
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— |
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Repayments on revolving credit facility |
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(154,563,966 |
) |
— |
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Proceeds from issuance of common stock |
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392,735,221 |
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— |
| ||
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Stockholder distributions paid |
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(3,414,688 |
) |
— |
| ||
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Net cash provided by financing activities |
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329,656,485 |
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— |
| ||
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| ||
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Net decrease in cash, foreign cash and cash equivalents |
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(28,760,923 |
) |
— |
| ||
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Effect of foreign currency exchange rates |
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570,895 |
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— |
| ||
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Cash, foreign cash and cash equivalents, beginning of period |
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66,732,154 |
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— |
| ||
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Cash, foreign cash and cash equivalents, end of period |
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$ |
38,542,126 |
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$ |
— |
|
|
|
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Supplemental disclosure of cash flow information: |
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Cash interest paid during the period |
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$ |
294,853 |
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$ |
— |
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Supplemental disclosure of non-cash information: |
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|
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| ||
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Reinvestment of stockholder distributions |
|
$ |
581,699 |
|
$ |
— |
|
See Notes to Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Schedule of Investments
As of September 30, 2017
(Unaudited)
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Portfolio Company (4) |
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Spread Above |
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Interest Rate |
|
Maturity Date |
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Principal/ |
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Amortized Cost |
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Fair Value |
| |
|
Investments and Cash Equivalents 102.6% |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Investments 95.4% |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Non-Controlled/Non-Affiliate Investments 93.8% |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Corporate Fixed Income 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Corporate Bond 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Utilities: Electric 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
CSVC Acquisition Corp |
|
— |
|
7.75 |
% |
6/15/2025 |
|
$ |
8,478,000 |
|
8,478,000 |
|
8,329,635 |
|
|
Total Utilities: Electric |
|
|
|
|
|
|
|
|
|
|
8,478,000 |
|
8,329,635 |
|
|
Total Corporate Bond |
|
|
|
|
|
|
|
|
|
|
8,478,000 |
|
8,329,635 |
|
|
Total Corporate Fixed Income |
|
|
|
|
|
|
|
|
|
|
8,478,000 |
|
8,329,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Debt 92.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delayed Draw Term Loan 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Equipment 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Endries International, Inc. (2) (3) (16) (19) |
|
— |
|
— |
|
6/1/2023 |
|
$ |
— |
|
(46,687 |
) |
— |
|
|
Total Capital Equipment |
|
|
|
|
|
|
|
|
|
|
(46,687 |
) |
— |
|
|
Healthcare & Pharmaceuticals 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Great Expressions Dental Centers PC (2) (3) (16) (19) |
|
— |
|
— |
|
9/28/2023 |
|
$ |
— |
|
(4,323 |
) |
(3,335 |
) |
|
Total Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
(4,323 |
) |
(3,335 |
) |
|
Hotel, Gaming & Leisure 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPC International, Inc. (2) (3) (16) (19) |
|
— |
|
— |
|
4/18/2025 |
|
$ |
— |
|
(19,358 |
) |
(20,002 |
) |
|
Total Hotel, Gaming & Leisure |
|
|
|
|
|
|
|
|
|
|
(19,358 |
) |
(20,002 |
) |
|
Media: Diversified & Production 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Entertainment Investments Limited (3) (5) (6) (12) (19) |
|
GBP LIBOR + 4.00 |
% |
4.25 |
% |
2/28/2022 |
|
£ |
599,178 |
|
753,868 |
|
789,214 |
|
|
Total Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
753,868 |
|
789,214 |
|
|
Services: Business 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovos Compliance, LLC (3) (16) (19) |
|
— |
|
— |
|
3/1/2022 |
|
$ |
— |
|
— |
|
— |
|
|
Total Services: Business |
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
|
Total Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
683,500 |
|
765,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien last out term loan 3.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Environmental Industries 3.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adler & Allan Group Limited (6) (12) (18) (19) |
|
GBP LIBOR + 7.50 |
% |
8.00 |
% |
6/30/2024 |
|
£ |
15,141,463 |
|
19,051,907 |
|
19,880,801 |
|
|
Total Environmental Industries |
|
|
|
|
|
|
|
|
|
|
19,051,907 |
|
19,880,801 |
|
|
Total First lien last out term loan |
|
|
|
|
|
|
|
|
|
|
19,051,907 |
|
19,880,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured loan 73.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace & Defense 4.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anaren, Inc. (16) |
|
L + 4.50 |
% |
5.83 |
% |
2/18/2021 |
|
$ |
2,527,521 |
|
2,540,100 |
|
2,543,318 |
|
|
Novetta, LLC (16) |
|
L + 5.00 |
% |
6.34 |
% |
10/17/2022 |
|
$ |
3,864,126 |
|
3,777,183 |
|
3,762,693 |
|
|
Salient CRGT, Inc. (16) (19) |
|
L + 5.75 |
% |
6.99 |
% |
2/28/2022 |
|
$ |
3,787,240 |
|
3,719,186 |
|
3,815,644 |
|
|
StandardAero Aviation Holdings, Inc. (16) |
|
L + 3.75 |
% |
4.99 |
% |
7/7/2022 |
|
$ |
9,949,239 |
|
10,058,122 |
|
10,033,807 |
|
|
Total Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
20,094,591 |
|
20,155,462 |
|
|
Automotive 2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CST Buyer Company (16) (19) |
|
L + 6.25 |
% |
7.75 |
% |
3/1/2023 |
|
$ |
10,269,392 |
|
10,129,641 |
|
10,341,278 |
|
|
Total Automotive |
|
|
|
|
|
|
|
|
|
|
10,129,641 |
|
10,341,278 |
|
|
Beverage, Food & Tobacco 3.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K-Mac Holdings Corp. (16) (19) |
|
L + 4.75 |
% |
5.99 |
% |
12/20/2022 |
|
$ |
14,130,000 |
|
13,936,854 |
|
14,214,780 |
|
|
Restaurant Technologies, Inc. (16) |
|
L + 4.75 |
% |
6.06 |
% |
11/23/2022 |
|
$ |
5,279,919 |
|
5,233,583 |
|
5,273,319 |
|
|
Total Beverage, Food & Tobacco |
|
|
|
|
|
|
|
|
|
|
19,170,437 |
|
19,488,099 |
|
|
Capital Equipment 5.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorner Manufacturing Corp. (16) (19) |
|
L + 5.75 |
% |
7.08 |
% |
3/15/2023 |
|
$ |
8,309,751 |
|
8,119,786 |
|
8,318,060 |
|
|
DXP Enterprises, Inc. (6) (16) |
|
L + 5.50 |
% |
6.74 |
% |
8/29/2023 |
|
$ |
5,243,459 |
|
5,191,828 |
|
5,227,073 |
|
|
Endries International, Inc. (16) (19) |
|
L + 4.75 |
% |
5.98 |
% |
6/1/2023 |
|
$ |
6,556,711 |
|
6,463,498 |
|
6,556,711 |
|
|
Excelitas Technologies Corp. (16) |
|
L + 5.00 |
% |
6.34 |
% |
11/2/2020 |
|
$ |
4,029,177 |
|
4,049,348 |
|
4,042,607 |
|
|
Wilsonart LLC (16) |
|
L + 3.25 |
% |
4.59 |
% |
12/19/2023 |
|
$ |
2,487,500 |
|
2,508,139 |
|
2,498,383 |
|
|
Total Capital Equipment |
|
|
|
|
|
|
|
|
|
|
26,332,599 |
|
26,642,834 |
|
|
Chemicals, Plastics & Rubber 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASP Chromaflo Intermediate Holdings, Inc. (16) |
|
L + 4.00 |
% |
5.24 |
% |
11/20/2023 |
|
$ |
511,278 |
|
509,066 |
|
514,634 |
|
|
ASP Chromaflo Intermediate Holdings, Inc. (6) (16) |
|
L + 4.00 |
% |
5.24 |
% |
11/20/2023 |
|
$ |
664,825 |
|
661,948 |
|
669,188 |
|
|
Niacet b.v. (6) (16) (19) |
|
EURIBOR + 4.50 |
% |
5.50 |
% |
2/1/2024 |
|
€ |
3,874,930 |
|
4,142,004 |
|
4,585,013 |
|
|
Niacet Corporation (16) (19) |
|
L + 4.50 |
% |
5.83 |
% |
2/1/2024 |
|
$ |
2,228,800 |
|
2,208,712 |
|
2,234,372 |
|
|
Total Chemicals, Plastics & Rubber |
|
|
|
|
|
|
|
|
|
|
7,521,730 |
|
8,003,207 |
|
|
Construction & Building 3.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bolt Infrastructure Merger Sub, Inc. (16) |
|
L + 4.00 |
% |
5.24 |
% |
6/21/2024 |
|
$ |
2,704,225 |
|
2,691,077 |
|
2,726,197 |
|
|
Regan Development Holdings Limited (6) (12) (18) (19) |
|
EURIBOR + 7.00 |
% |
7.50 |
% |
5/2/2022 |
|
€ |
2,825,002 |
|
3,077,840 |
|
3,334,350 |
|
|
Regan Development Holdings Limited (6) (12) (18) (19) |
|
EURIBOR + 7.00 |
% |
7.50 |
% |
5/2/2022 |
|
€ |
8,574,506 |
|
9,155,788 |
|
10,120,489 |
|
|
Regan Development Holdings Limited (6) (12) (18) (19) |
|
EURIBOR + 7.00 |
% |
7.50 |
% |
5/2/2022 |
|
€ |
1,041,198 |
|
1,182,488 |
|
1,228,926 |
|
|
Total Capital Equipment |
|
|
|
|
|
|
|
|
|
|
16,107,193 |
|
17,409,962 |
|
|
Consumer goods: non-durable 4.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FineLine Technologies, Inc. (16) (19) |
|
L + 4.75 |
% |
6.08 |
% |
11/2/2022 |
|
$ |
14,696,036 |
|
14,411,227 |
|
14,475,596 |
|
|
Kronos Acquisition Holdings Inc. (16) |
|
L + 4.50 |
% |
5.74 |
% |
8/26/2022 |
|
$ |
2,783,522 |
|
2,776,725 |
|
2,809,269 |
|
|
Melissa & Doug, LLC (16) (19) |
|
L + 4.50 |
% |
5.83 |
% |
6/19/2024 |
|
$ |
3,840,305 |
|
3,822,477 |
|
3,890,709 |
|
|
Total Consumer goods: non-durable |
|
|
|
|
|
|
|
|
|
|
21,010,429 |
|
21,175,574 |
|
|
Containers, Packaging & Glass 4.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BWAY Holding Company |
|
L + 3.25 |
% |
4.48 |
% |
4/3/2024 |
|
$ |
9,975,000 |
|
9,945,959 |
|
10,006,172 |
|
|
CSP Technologies North America, LLC (16) (19) |
|
L + 5.25 |
% |
6.58 |
% |
1/29/2022 |
|
$ |
12,317,703 |
|
12,317,703 |
|
12,348,497 |
|
|
Total Containers, Packaging & Glass |
|
|
|
|
|
|
|
|
|
|
22,263,662 |
|
22,354,669 |
|
|
Energy: Oil & Gas 2.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keane Group, Inc. (6) (16) (19) |
|
L + 7.25 |
% |
8.63 |
% |
8/18/2022 |
|
$ |
13,828,125 |
|
13,696,455 |
|
13,828,125 |
|
|
Total Energy: Oil & Gas |
|
|
|
|
|
|
|
|
|
|
13,696,455 |
|
13,828,125 |
|
|
Healthcare & Pharmaceuticals 7.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drive DeVilbiss (16) |
|
L + 5.50 |
% |
6.83 |
% |
1/3/2023 |
|
$ |
6,757,111 |
|
6,208,247 |
|
6,301,006 |
|
|
Endo Luxembourg Holding Company S.a.r.l. and NIMA (6) (17) |
|
L + 4.25 |
% |
5.50 |
% |
4/29/2024 |
|
$ |
14,962,500 |
|
15,202,423 |
|
15,130,828 |
|
|
Great Expressions Dental Centers PC (16) (19) |
|
L + 4.75 |
% |
6.00 |
% |
9/28/2023 |
|
$ |
8,084,340 |
|
7,974,935 |
|
8,043,918 |
|
|
Island Medical Management Holdings, LLC (16) (19) |
|
L + 5.50 |
% |
7.00 |
% |
9/1/2022 |
|
$ |
10,655,883 |
|
10,498,028 |
|
10,442,766 |
|
|
Total Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
39,883,633 |
|
39,918,518 |
|
|
High Tech Industries 14.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighthouse Network, LLC (16) (19) |
|
L + 4.75 |
% |
5.99 |
% |
10/13/2023 |
|
$ |
12,045,813 |
|
11,938,572 |
|
12,060,871 |
|
|
Netsmart Technologies, Inc. (16) |
|
L + 4.50 |
% |
5.83 |
% |
4/19/2023 |
|
$ |
16,207,234 |
|
16,242,772 |
|
16,379,436 |
|
|
Qlik Technologies (16) |
|
L + 3.50 |
% |
4.81 |
% |
4/26/2024 |
|
$ |
14,962,500 |
|
14,939,310 |
|
14,691,305 |
|
|
SolarWinds Holdings, Inc. (16) |
|
L + 3.50 |
% |
4.74 |
% |
2/3/2023 |
|
$ |
9,949,875 |
|
10,020,448 |
|
9,998,589 |
|
|
Zywave, Inc. (16) (19) |
|
L + 5.00 |
% |
6.32 |
% |
11/17/2022 |
|
$ |
17,773,344 |
|
17,626,339 |
|
17,773,344 |
|
|
Total High Tech Industries |
|
|
|
|
|
|
|
|
|
|
70,767,441 |
|
70,903,545 |
|
|
Media: Diversified & Production 4.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deluxe Entertainment Services Group Inc. (16) |
|
L + 5.50 |
% |
6.81 |
% |
2/28/2020 |
|
$ |
12,858,859 |
|
12,226,090 |
|
12,947,264 |
|
|
International Entertainment Investments Limited (6) (12) (19) |
|
GBP LIBOR + 4.75 |
% |
5.00 |
% |
5/31/2022 |
|
£ |
7,673,114 |
|
9,263,780 |
|
10,280,438 |
|
|
Total Media: Diversified & Production |
|
|
|
|
|
|
|
|
|
|
21,489,870 |
|
23,227,702 |
|
|
Real Estate 2.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spectre (Carrisbrook House) Limited (6) (16) (19) |
|
EURIBOR + 7.50 |
% |
8.50 |
% |
8/9/2021 |
|
€ |
9,300,000 |
|
10,633,539 |
|
10,647,486 |
|
|
Total Real Estate |
|
|
|
|
|
|
|
|
|
|
10,633,539 |
|
10,647,486 |
|
|
Retail 0.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CH Hold Corp. (16) |
|
L + 3.00 |
% |
4.24 |
% |
2/1/2024 |
|
$ |
1,517,767 |
|
1,514,816 |
|
1,529,466 |
|
|
Total Retail |
|
|
|
|
|
|
|
|
|
|
1,514,816 |
|
1,529,466 |
|
|
Services: Business 7.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales & Marketing Inc. (16) |
|
L + 3.25 |
% |
4.49 |
% |
7/23/2021 |
|
$ |
9,948,718 |
|
9,879,211 |
|
9,451,282 |
|
|
Camelot Finance LP (6) (16) |
|
L + 3.50 |
% |
4.74 |
% |
10/3/2023 |
|
$ |
7,960,000 |
|
8,031,213 |
|
7,999,179 |
|
|
Genuine Financial Holdings LLC (16) (19) |
|
L + 4.75 |
% |
6.13 |
% |
1/26/2023 |
|
$ |
9,518,355 |
|
9,412,082 |
|
9,604,020 |
|
|
Sovos Compliance, LLC (16) (19) |
|
L + 6.00 |
% |
7.24 |
% |
3/1/2022 |
|
$ |
8,709,675 |
|
8,626,295 |
|
8,622,578 |
|
|
Travel Leaders Group, LLC |
|
L + 4.50 |
% |
5.81 |
% |
1/25/2024 |
|
$ |
294,836 |
|
293,539 |
|
298,245 |
|
|
Total Services: Business |
|
|
|
|
|
|
|
|
|
|
36,242,340 |
|
35,975,304 |
|
|
Telecommunications 2.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Masergy Holdings, Inc. (16) |
|
L + 3.75 |
% |
5.08 |
% |
12/15/2023 |
|
$ |
694,866 |
|
691,789 |
|
700,077 |
|
|
Polycom, Inc. (16) |
|
L + 5.25 |
% |
6.48 |
% |
9/27/2023 |
|
$ |
13,291,168 |
|
13,120,652 |
|
13,484,993 |
|
|
Total Telecommunications |
|
|
|
|
|
|
|
|
|
|
13,812,441 |
|
14,185,070 |
|
|
Wholesale 3.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Tire Distributors Inc (16) |
|
L + 4.25 |
% |
5.49 |
% |
9/1/2021 |
|
$ |
14,923,469 |
|
15,007,917 |
|
15,032,291 |
|
|
Total Wholesale |
|
|
|
|
|
|
|
|
|
|
15,007,917 |
|
15,032,291 |
|
|
Total First lien senior secured loan |
|
|
|
|
|
|
|
|
|
|
365,678,734 |
|
370,818,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolver 0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automotive 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CST Buyer Company (2) (3) (16) (19) |
|
— |
|
— |
|
3/1/2023 |
|
$ |
— |
|
(12,158 |
) |
6,282 |
|
|
Total Automotive |
|
|
|
|
|
|
|
|
|
|
(12,158 |
) |
6,282 |
|
|
Beverage, Food & Tobacco 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K-Mac Holdings Corp. (3) (16) (19) |
|
L + 3.50 |
% |
3.88 |
% |
2/28/2022 |
|
$ |
202,667 |
|
202,667 |
|
212,267 |
|
|
Total Beverage, Food & Tobacco |
|
|
|
|
|
|
|
|
|
|
202,667 |
|
212,267 |
|
|
Capital Equipment 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorner Manufacturing Corp. (3) (16) (19) |
|
L + 5.75 |
% |
7.08 |
% |
3/15/2023 |
|
$ |
494,497 |
|
469,385 |
|
497,794 |
|
|
Endries International, Inc. (3) (16) (19) |
|
P + 3.75 |
% |
8.00 |
% |
6/1/2022 |
|
$ |
437,808 |
|
391,780 |
|
437,808 |
|
|
Total Capital Equipment |
|
|
|
|
|
|
|
|
|
|
861,165 |
|
935,602 |
|
|
Consumer goods: non-durable 0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FineLine Technologies, Inc. (3) (16) (19) |
|
P + 3.75 |
% |
8.00 |
% |
11/2/2021 |
|
$ |
655,181 |
|
606,915 |
|
615,870 |
|
|
Total Consumer goods: non-durable |
|
|
|
|
|
|
|
|
|
|
606,915 |
|
615,870 |
|
|
Healthcare & Pharmaceuticals 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Great Expressions Dental Centers PC (3) (16) (19) |
|
L + 4.75 |
% |
6.69 |
% |
9/28/2022 |
|
$ |
933,600 |
|
918,928 |
|
927,765 |
|
|
Total Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
918,928 |
|
927,765 |
|
|
High Tech Industries 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zywave, Inc. (2) (3) (16) (19) |
|
— |
|
— |
|
11/17/2022 |
|
$ |
— |
|
(16,432 |
) |
— |
|
|
Total High Tech Industries |
|
|
|
|
|
|
|
|
|
|
(16,432 |
) |
— |
|
|
Services: Business 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovos Compliance, LLC (2) (3) (16) (19) |
|
— |
|
— |
|
3/1/2022 |
|
$ |
— |
|
(14,003 |
) |
(14,516 |
) |
|
Total Services: Business |
|
|
|
|
|
|
|
|
|
|
(14,003 |
) |
(14,516 |
) |
|
Total Revolver |
|
|
|
|
|
|
|
|
|
|
2,547,082 |
|
2,683,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second lien senior secured loan 14.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace & Defense 2.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TECT Power Holdings, LLC (16) (19) |
|
L + 8.50 |
% |
9.74 |
% |
12/27/2021 |
|
$ |
14,757,969 |
|
14,474,262 |
|
14,757,969 |
|
|
Total Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
14,474,262 |
|
14,757,969 |
|
|
Beverage, Food & Tobacco 0.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant Technologies, Inc. (16) (19) |
|
L + 8.75 |
% |
10.06 |
% |
11/23/2023 |
|
$ |
1,693,548 |
|
1,662,852 |
|
1,685,081 |
|
|
Total Beverage, Food & Tobacco |
|
|
|
|
|
|
|
|
|
|
1,662,852 |
|
1,685,081 |
|
|
Energy: Oil & Gas 2.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruin E&P Partners, LLC (16) (19) |
|
L + 7.38 |
% |
8.70 |
% |
3/7/2023 |
|
$ |
13,020,000 |
|
12,792,871 |
|
13,182,750 |
|
|
Total Energy: Oil & Gas |
|
|
|
|
|
|
|
|
|
|
12,792,871 |
|
13,182,750 |
|
|
Healthcare & Pharmaceuticals 5.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TecoStar Holdings, Inc. (16) (19) |
|
L + 8.50 |
% |
9.81 |
% |
11/1/2024 |
|
$ |
9,471,942 |
|
9,241,979 |
|
9,471,942 |
|
|
U.S. Anesthesia Partners, Inc. (16) (19) |
|
L + 7.25 |
% |
8.49 |
% |
6/23/2025 |
|
$ |
16,520,000 |
|
16,280,734 |
|
16,520,000 |
|
|
Total Healthcare & Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
25,522,713 |
|
25,991,942 |
|
|
Hotel, Gaming & Leisure 0.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPC International, Inc. (16) |
|
L + 7.50 |
% |
8.74 |
% |
4/18/2025 |
|
$ |
4,703,667 |
|
4,681,859 |
|
4,768,342 |
|
|
Total Hotel, Gaming & Leisure |
|
|
|
|
|
|
|
|
|
|
4,681,859 |
|
4,768,342 |
|
|
Media: Advertising, Printing & Publishing 1.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Learfield Communications LLC (16) |
|
L + 7.25 |
% |
8.49 |
% |
12/2/2024 |
|
$ |
5,400,000 |
|
5,350,769 |
|
5,413,500 |
|
|
Total Media: Advertising, Printing & Publishing |
|
|
|
|
|
|
|
|
|
|
5,350,769 |
|
5,413,500 |
|
|
Retail 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CH Hold Corp. (16) |
|
L + 7.25 |
% |
8.49 |
% |
2/3/2025 |
|
$ |
1,215,470 |
|
1,209,989 |
|
1,245,856 |
|
|
Total Retail |
|
|
|
|
|
|
|
|
|
|
1,209,989 |
|
1,245,856 |
|
|
Services: Business 1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPE Inmar Acquisition, Inc. (16) |
|
L + 8.00 |
% |
9.27 |
% |
5/1/2025 |
|
$ |
5,058,410 |
|
5,001,638 |
|
5,060,519 |
|
|
Total Services: Business |
|
|
|
|
|
|
|
|
|
|
5,001,638 |
|
5,060,519 |
|
|
Telecommunications 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Masergy Holdings, Inc. (16) |
|
L + 8.50 |
% |
9.83 |
% |
12/16/2024 |
|
$ |
778,846 |
|
771,658 |
|
788,582 |
|
|
Total Telecommunications |
|
|
|
|
|
|
|
|
|
|
771,658 |
|
788,582 |
|
|
Total Second lien senior secured loan |
|
|
|
|
|
|
|
|
|
|
71,468,611 |
|
72,894,541 |
|
|
Total Corporate Debt |
|
|
|
|
|
|
|
|
|
|
459,429,834 |
|
467,043,081 |
|
|
Total Non-Controlled/Non-Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
467,907,834 |
|
475,372,716 |
|
|
|
|
|
|
|
|
|
|
|