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EX-32.1 - EX-32.1 - Corporate Capital Trust IIcctii-ex321_50.htm
EX-31.2 - EX-31.2 - Corporate Capital Trust IIcctii-ex312_48.htm
EX-31.1 - EX-31.1 - Corporate Capital Trust IIcctii-ex311_49.htm

  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01108

Corporate Capital Trust II

(Exact name of registrant as specified in its charter)

 

 

Delaware

47-1595504

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

201 Rouse Boulevard

 

Philadelphia, Pennsylvania

19112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (215) 495-1150

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 No

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 No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

Do not check if smaller reporting company

Smaller reporting company

 

 

 

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

The number of shares of common stock of the registrant outstanding as of April 30, 2018 was 12,831,959.

 

 

 

 


CORPORATE CAPITAL TRUST II

INDEX

 

 

 

PAGE

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements:

2

 

 

 

 

Condensed Statements of Assets and Liabilities as of  March 31, 2018 and December 31,
2017 (unaudited)

2

 

 

 

 

Condensed Statements of Operations for the three months ended March 31, 2018 and 2017 (unaudited)

3

 

 

 

 

Condensed Statements of Changes in Net Assets for the three months ended March 31, 2018 and 2017 (unaudited)

4

 

 

 

 

Condensed Statements of Cash Flows for the three months ended March 31, 2018 and 2017
(unaudited)

5

 

 

 

 

Condensed Schedules of Investments as of March 31, 2018 and December 31, 2017 (unaudited)

6

 

 

 

 

Notes to Condensed Financial Statements (unaudited)

16

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

58

 

 

 

Item 4.

Controls and Procedures

60

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

60

 

 

 

Item 1A.

Risk Factors

60

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

61

 

 

 

Item 3.

Defaults Upon Senior Securities

61

 

 

 

Item 4.

Mine Safety Disclosures

61

 

 

 

Item 5.

Other Information

61

 

 

 

Item 6.

Exhibits

61

 

 

 

Exhibit Index

62

 

 

 

Signatures

 

63

 

 

 


 

Item 1.  Financial Statements

Corporate Capital Trust II

Condensed Statements of Assets and Liabilities (unaudited)

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Investment at fair value:

 

 

 

 

 

 

 

 

Non-controlled, non-affiliated investments (amortized cost of $166,249,203

   and $162,975,821, respectively)

 

$

168,004,063

 

 

$

163,910,590

 

Cash

 

 

4,215,548

 

 

 

7,392,301

 

Cash denominated in foreign currency (cost of $405,579 and $94,671, respectively)

 

 

404,319

 

 

 

96,829

 

Interest receivable

 

 

1,940,196

 

 

 

1,550,935

 

Receivable for investments sold

 

 

9,247,592

 

 

 

1,340,267

 

Principal receivable

 

 

151,189

 

 

 

36,173

 

Unrealized appreciation on foreign currency forward contracts

 

 

185,732

 

 

 

96,091

 

Prepaid expenses and other assets

 

 

309,060

 

 

 

655,925

 

Total assets

 

 

184,457,699

 

 

 

175,079,111

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

60,215,634

 

 

$

53,000,000

 

Payable for investment purchased

 

 

4,084,029

 

 

 

4,219,993

 

Accrued performance-based incentive fees

 

 

495,980

 

 

 

279,397

 

Accrued trustees' fees

 

 

2,577

 

 

 

4,981

 

Accrued distribution and shareholder servicing fees

 

 

97,154

 

 

 

95,462

 

Accrued professional services

 

 

277,871

 

 

 

216,481

 

Payable to advisors

 

 

500,230

 

 

 

287,161

 

Other accrued expenses and liabilities

 

 

546,606

 

 

 

504,600

 

Total liabilities

 

 

66,220,081

 

 

 

58,608,075

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

Net Assets

 

$

118,237,618

 

 

$

116,471,036

 

Components of Net Assets

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value per share, 100,000,000 shares authorized

   and unissued at March 31, 2018 and December 31, 2017

 

$

 

 

$

 

Common stock, $0.001 par value per share, 1,000,000,000 shares authorized,

  12,801,094 and 12,656,616 shares issued and outstanding at March  31, 2018

   and December 31, 2017, respectively

 

 

12,801

 

 

 

12,657

 

Paid-in capital in excess of par value

 

 

117,047,554

 

 

 

115,686,786

 

Distributions in excess of net investment income

 

 

(891,012

)

 

 

(373,444

)

Accumulated net realized gains

 

 

111,987

 

 

 

111,987

 

Accumulated net unrealized appreciation on investments and foreign currency translation

 

 

1,956,288

 

 

 

1,033,050

 

Net assets

 

$

118,237,618

 

 

$

116,471,036

 

Net asset value per share

 

$

9.24

 

 

$

9.20

 

 

 

 

 

See notes to condensed financial statements.

 

2


 

Corporate Capital Trust II

Condensed Statements of Operations (unaudited)

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Investment income

 

 

 

 

 

 

 

 

Interest income

 

$

3,398,912

 

 

$

1,210,713

 

Fee income

 

 

41,687

 

 

 

22,373

 

Dividend and other income

 

 

10,564

 

 

 

 

Total investment income

 

 

3,451,163

 

 

 

1,233,086

 

Operating expenses

 

 

 

 

 

 

 

 

Investment advisory fees

 

 

889,708

 

 

 

370,099

 

Professional services

 

 

223,714

 

 

 

236,392

 

Administrative services

 

 

318,454

 

 

 

185,889

 

Custodian and accounting fees

 

 

85,393

 

 

 

69,986

 

Interest expense

 

 

638,228

 

 

 

 

Trustee fees and expenses

 

 

49,722

 

 

 

50,958

 

Insurance

 

 

40,219

 

 

 

39,317

 

Performance-based incentive fees

 

 

216,583

 

 

 

37,819

 

Distribution and shareholder servicing fees

 

 

281,770

 

 

 

199,686

 

Offering expense

 

 

19,973

 

 

 

 

Other

 

 

82,080

 

 

 

80,744

 

Total operating expenses

 

 

2,845,844

 

 

 

1,270,890

 

Expense support

 

 

(585,607

)

 

 

(657,974

)

Net operating expenses

 

 

2,260,237

 

 

 

612,916

 

Net investment income

 

 

1,190,926

 

 

 

620,170

 

Net realized and unrealized gains (losses)

 

 

 

 

 

 

 

 

Net realized gains on:

 

 

 

 

 

 

 

 

Non-controlled, non-affiliated investments

 

 

178,789

 

 

 

163,353

 

Foreign currency transactions

 

 

(19,577

)

 

 

21

 

Net realized gains

 

 

159,212

 

 

 

163,374

 

Net change in unrealized appreciation (depreciation) on:

 

 

 

 

 

 

 

 

Non-controlled, non-affiliated investments

 

 

820,093

 

 

 

22,358

 

Foreign currency forward contracts

 

 

89,641

 

 

 

 

Revolving credit facility

 

 

17,116

 

 

 

 

Foreign currency translation

 

 

(3,612

)

 

 

1,367

 

Net change in unrealized appreciation

 

 

923,238

 

 

 

23,725

 

Net realized and unrealized gains

 

 

1,082,450

 

 

 

187,099

 

Net increase in net assets resulting from operations

 

$

2,273,376

 

 

$

807,269

 

Net investment income per share

 

$

0.09

 

 

$

0.09

 

Diluted and basic earnings per share

 

$

0.18

 

 

$

0.11

 

Weighted average number of shares of common stock

   outstanding (basic and diluted)

 

 

12,776,314

 

 

 

7,053,792

 

Distributions declared per share

 

$

0.15

 

 

$

0.15

 

 

 

 

See notes to condensed financial statements.

 

3


 

Corporate Capital Trust II

Condensed Statements of Changes in Net Assets (unaudited)

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Operations

 

 

 

 

 

 

 

 

Net investment income

 

$

1,190,926

 

 

$

620,170

 

Net realized gains on investments and foreign currency transactions

 

 

159,212

 

 

 

163,374

 

Net change in unrealized appreciation on investments, foreign currency

   forward contracts and foreign currency translation

 

 

923,238

 

 

 

23,725

 

Net increase in net assets resulting from operations

 

 

2,273,376

 

 

 

807,269

 

Distributions to shareholders from

 

 

 

 

 

 

 

 

Net investment income

 

 

(1,190,926

)

 

 

(620,170

)

Net realized gains

 

 

(159,212

)

 

 

(163,374

)

Distributions in excess of net investment income (Note 7)

 

 

(517,568

)

 

 

(237,444

)

Net decrease in net assets resulting from shareholders’ distributions

 

 

(1,867,706

)

 

 

(1,020,988

)

Capital share transactions

 

 

 

 

 

 

 

 

Issuance of shares of common stock

 

 

1,270,154

 

 

 

24,550,223

 

Reinvestment of shareholders’ distributions

 

 

930,498

 

 

 

613,698

 

Repurchase of shares of common stock

 

 

(839,740

)

 

 

 

Net increase in net assets resulting from capital share transactions

 

 

1,360,912

 

 

 

25,163,921

 

Total increase in net assets

 

 

1,766,582

 

 

 

24,950,202

 

Net assets at beginning of period

 

 

116,471,036

 

 

 

55,017,291

 

Net assets at end of period

 

$

118,237,618

 

 

$

79,967,493

 

Capital share activity

 

 

 

 

 

 

 

 

Shares issued from subscriptions

 

 

136,070

 

 

 

2,633,597

 

Shares issued from reinvestment of distributions

 

 

99,684

 

 

 

65,902

 

Shares repurchased

 

 

(91,276

)

 

 

 

Net increase in shares outstanding

 

 

144,478

 

 

 

2,699,499

 

Distributions in excess of net investment income at end of period

 

$

(891,012

)

 

$

(181,923

)

 

 

 

See notes to condensed financial statements.

 

4


 

Corporate Capital Trust II

Condensed Statements of Cash Flows (unaudited)

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Operating Activities:

 

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

2,273,376

 

 

$

807,269

 

Adjustments to reconcile net increase in net assets resulting from operations

   to net cash used in operating activities:

 

 

 

 

 

 

 

 

Purchases of investments

 

 

(31,533,764

)

 

 

(40,946,950

)

(Decrease) increase in payable for investments purchased

 

 

(135,964

)

 

 

7,051,678

 

Proceeds from sales of investments

 

 

25,671,434

 

 

 

14,735,508

 

Proceeds from principal payments

 

 

2,976,874

 

 

 

3,802,744

 

Net realized gain on investments

 

 

(178,789

)

 

 

(163,353

)

Net change in unrealized appreciation on investments

 

 

(820,093

)

 

 

(22,358

)

Net change in unrealized appreciation on derivative instruments

 

 

(89,641

)

 

 

 

Net change in unrealized appreciation on revolving credit facility

 

 

(17,116

)

 

 

 

Net change in unrealized depreciation (appreciation) on foreign currency translation

 

 

3,612

 

 

 

(1,367

)

Amortization of premium/discount, net

 

 

(209,135

)

 

 

(162,399

)

Amortization of deferred financing costs

 

 

25,303

 

 

 

 

(Increase) decrease in receivable for investments sold

 

 

(7,907,325

)

 

 

1,146,249

 

Increase in principal receivable

 

 

(115,016

)

 

 

(35,306

)

Increase in due to Advisors

 

 

213,069

 

 

 

108,219

 

Increase in interest receivable

 

 

(389,261

)

 

 

(381,849

)

Decrease in prepaid expenses and other assets

 

 

321,562

 

 

 

39,317

 

Increase in accrued performance-based incentive fees

 

 

216,583

 

 

 

37,819

 

Increase in ongoing distribution and shareholder servicing fees

 

 

1,692

 

 

 

23,626

 

(Decrease) increase in accrued trustees' fees

 

 

(2,404

)

 

 

5,292

 

Increase in accrued professional services

 

 

61,390

 

 

 

153,956

 

Increase in other accrued expenses and liabilities

 

 

42,006

 

 

 

187,957

 

Net cash used in operating activities

 

 

(9,591,607

)

 

 

(13,613,948

)

Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of shares of common stock

 

 

1,270,154

 

 

 

24,550,223

 

Payments on repurchases of shares of common stock

 

 

(839,740

)

 

 

 

 

Borrowings under revolving credit facility

 

 

12,732,750

 

 

 

 

Repayments of revolving credit facility

 

 

(5,500,000

)

 

 

 

Distributions paid

 

 

(937,208

)

 

 

(659,044

)

Net cash provided by financing activities

 

 

6,725,956

 

 

 

23,891,179

 

Effect of exchange rate changes on cash

 

 

(3,612

)

 

 

 

Net (decrease) increase in cash

 

 

(2,869,263

)

 

 

10,277,231

 

Cash, beginning of period

 

 

7,489,130

 

 

 

3,843,177

 

Cash, end of period

 

$

4,619,867

 

 

$

14,120,408

 

Supplemental disclosure of cash flow information and non-cash

   financing activities:

 

 

 

 

 

 

 

 

Distributions reinvested

 

$

930,498

 

 

$

613,698

 

Excise taxes paid

 

$

16,500

 

 

$

6,107

 

 

 

 

See notes to condensed financial statements.

 

5


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited)

As of March 31, 2018

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

First Lien Senior Secured Loan—78.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accuride Corp.

 

(e)(1)

 

Capital Goods

 

L + 525

 

 

1.00

%

 

11/17/2023

$

 

416,590

 

 

$

410,914

 

 

$

422,318

 

Acosta Holdco, Inc.

 

(e)(2)

 

Commercial & Professional Services

 

L + 325

 

 

1.00

%

 

9/26/2021

 

 

5,146,723

 

 

 

4,632,790

 

 

 

4,330,170

 

Advantage Sales & Marketing, Inc.

 

(1)

 

Commercial & Professional Services

 

L + 325

 

 

1.00

%

 

7/23/2021

 

 

614,464

 

 

 

589,739

 

 

 

603,272

 

Agro Merchants Global, LP

 

 

 

Transportation

 

L + 375

 

 

1.00

%

 

12/6/2024

 

 

70,099

 

 

 

69,758

 

 

 

70,800

 

BakerCorp International, Inc.

 

(1)

 

Capital Goods

 

L + 300

 

 

1.25

%

 

2/7/2020

 

 

3,838,321

 

 

 

3,727,808

 

 

 

3,791,935

 

Bay Club, Co.

 

(1)

 

Consumer Services

 

L + 650

 

 

1.00

%

 

8/31/2022

 

 

2,218,655

 

 

 

2,190,947

 

 

 

2,254,020

 

Belk, Inc.

 

(1)

 

Retailing

 

L + 475

 

 

1.00

%

 

12/12/2022

 

 

4,931,265

 

 

 

4,437,403

 

 

 

4,289,091

 

Berner Food & Beverage, LLC

 

(f)(1)

 

Food & Staples Retailing

 

L + 675

 

 

1.00

%

 

2/2/2023

 

 

3,934,525

 

 

 

3,895,983

 

 

 

3,851,143

 

Bugaboo International BV (NLD)

 

(j)(f)(g)(h)(6)

 

Consumer Durables & Apparel

 

E + 700 (Max PIK E + 775)

 

 

0.00

%

 

3/20/2025

 

1,168,360

 

 

 

1,384,454

 

 

 

1,394,480

 

Distribution International, Inc.

 

(1)

 

Retailing

 

L + 500

 

 

1.00

%

 

12/15/2021

$

 

7,540,882

 

 

 

6,583,309

 

 

 

6,975,316

 

Eacom Timber Corp. (CAN)

 

(f)(g)(h)(1)

 

Materials

 

L + 650

 

 

1.00

%

 

11/30/2023

 

 

2,891,765

 

 

 

2,864,078

 

 

 

2,904,315

 

FleetPride Corp.

 

(1)

 

Capital Goods

 

L + 400

 

 

1.25

%

 

11/19/2019

 

 

514,480

 

 

 

507,556

 

 

 

513,193

 

Foresight Energy, LLC

 

(g)(2)

 

Materials

 

L + 575

 

 

1.00

%

 

3/17/2022

 

 

1,671,350

 

 

 

1,573,669

 

 

 

1,650,283

 

Frontline Technologies Group, LLC

 

(f)(2)

 

Software & Services

 

L + 650

 

 

1.00

%

 

9/18/2023

 

 

4,512,871

 

 

 

4,437,597

 

 

 

4,512,857

 

ID Verde (FRA)

 

(g)(f)(h)(5)

 

Commercial & Professional Services

 

E + 700

 

 

0.00

%

 

3/29/2025

 

873,591

 

 

 

1,117,098

 

 

 

1,107,081

 

ID Verde (FRA)

 

(f)(g)(h)(6)

 

Commercial & Professional Services

 

L + 725

 

 

0.00

%

 

3/29/2025

 

342,348

 

 

 

465,916

 

 

 

465,905

 

Jo-Ann Stores, Inc.

 

(2)

 

Retailing

 

L + 500

 

 

1.00

%

 

10/20/2023

$

 

3,421,762

 

 

 

3,393,995

 

 

 

3,411,086

 

Koosharem, LLC

 

(1)

 

Commercial & Professional Services

 

L + 650

 

 

1.00

%

 

5/15/2020

 

 

3,282,316

 

 

 

3,091,521

 

 

 

3,262,212

 

MedAssets, Inc.

 

(2)

 

Health Care Equipment & Services

 

L + 450

 

 

1.00

%

 

10/20/2022

 

 

71,172

 

 

 

71,602

 

 

 

71,473

 

Monitronics International, Inc.

 

(1)

 

Commercial & Professional Services

 

L + 550

 

 

1.00

%

 

9/30/2022

 

 

2,022,042

 

 

 

1,984,256

 

 

 

1,974,029

 

NCI, Inc.

 

(f)(1)

 

Software & Services

 

L + 750

 

 

1.00

%

 

8/15/2024

 

 

4,308,681

 

 

 

4,259,517

 

 

 

4,329,394

 

Netsmart Technologies, Inc.

 

(2)

 

Health Care Equipment & Services

 

L + 450

 

 

1.00

%

 

4/19/2023

 

 

80,604

 

 

 

80,440

 

 

 

81,713

 

Onvoy, LLC

 

(1)

 

Telecommunication Services

 

L + 450

 

 

1.00

%

 

2/10/2024

 

 

156,634

 

 

 

138,235

 

 

 

151,544

 

P2 Energy Solutions, Inc.

 

(g)(1)

 

Software & Services

 

L + 400

 

 

1.00

%

 

10/30/2020

 

 

3,284,530

 

 

 

3,218,655

 

 

 

3,242,784

 

Qdoba Restaurant Corp.

 

(e)(1)

 

Consumer Services

 

L + 700

 

 

1.00

%

 

3/21/2025

 

 

1,999,570

 

 

 

1,959,072

 

 

 

2,014,567

 

Quorum Health Corp.

 

(2)

 

Health Care Equipment & Services

 

L + 675

 

 

1.00

%

 

4/29/2022

 

 

4,574,614

 

 

 

4,561,460

 

 

 

4,681,477

 

Revere Superior Holdings, Inc.

 

(f)(1)

 

Software & Services

 

L + 675

 

 

1.00

%

 

11/21/2022

 

 

989,886

 

 

 

980,360

 

 

 

993,567

 

Revere Superior Holdings, Inc.

 

(f)(1)

 

Software & Services

 

L + 675

 

 

1.00

%

 

11/21/2022

 

 

4,569,389

 

 

 

4,526,521

 

 

 

4,579,670

 

Revere Superior Holdings, Inc.

 

(f)(1)

 

Software & Services

 

L + 675

 

 

1.00

%

 

11/21/2022

 

 

163,604

 

 

 

160,506

 

 

 

163,972

 

Revere Superior Holdings, Inc.

 

(f)(1)

 

Software & Services

 

L + 675

 

 

1.00

%

 

11/21/2022

 

 

32,854

 

 

 

26,231

 

 

 

210

 

Savers, Inc.

 

(1)

 

Retailing

 

L + 375

 

 

1.25

%

 

7/9/2019

 

 

1,070,835

 

 

 

1,007,461

 

 

 

1,032,553

 

Sequa Corp.

 

(1)

 

Materials

 

L + 500

 

 

1.00

%

 

11/28/2021

 

 

1,541,599

 

 

 

1,552,546

 

 

 

1,564,083

 

SIRVA Worldwide, Inc.

 

(1)

 

Commercial & Professional Services

 

L + 650

 

 

1.00

%

 

11/22/2022

 

 

2,060,818

 

 

 

2,018,043

 

 

 

2,081,426

 

SMART Global Holdings, Inc.

 

(f)(g)(1)

 

Semiconductors & Semiconductor Equipment

 

L + 625

 

 

1.00

%

 

8/9/2022

 

 

3,177,706

 

 

 

3,120,853

 

 

 

3,210,642

 

Staples Canada, Inc. (CAN)

 

(f)(g)(h)(4)

 

Retailing

 

CDOR + 700

 

 

1.00

%

 

9/12/2023

C$

 

5,688,847

 

 

 

4,610,919

 

 

 

4,374,824

 

Sutherland Global Services, Inc.

 

(g)(1)

 

Software & Services

 

L + 537.5

 

 

1.00

%

 

4/23/2021

$

 

3,037,753

 

 

 

2,963,947

 

 

 

2,904,851

 

See notes to condensed financial statements.

 

6


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of March 31, 2018

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

Sutherland Global Services, Inc.

 

(g)(1)

 

Software & Services

 

L + 537.5

 

 

1.00

%

 

4/23/2021

 

 

707,120

 

 

 

689,940

 

 

 

676,184

 

Team Health, Inc.

 

(2)

 

Health Care Equipment & Services

 

L + 275

 

 

1.00

%

 

2/6/2024

 

 

70,233

 

 

 

68,613

 

 

 

67,335

 

TruGreen, LP

 

(2)

 

Consumer Services

 

L + 400

 

 

1.00

%

 

4/13/2023

 

 

985,050

 

 

 

994,001

 

 

 

997,363

 

Utility One Source, LP

 

(2)

 

Capital Goods

 

L + 550

 

 

1.00

%

 

4/7/2023

 

 

3,296,976

 

 

 

3,279,429

 

 

 

3,395,885

 

Vertafore, Inc.

 

(2)

 

Software & Services

 

L + 325

 

 

1.00

%

 

6/30/2023

 

 

138,826

 

 

 

138,251

 

 

 

140,186

 

Wheels Up Partners, LLC

 

(f)(1)

 

Transportation

 

L + 855

 

 

1.00

%

 

10/15/2021

 

 

822,209

 

 

 

818,667

 

 

 

820,532

 

Wheels Up Partners, LLC

 

(f)(1)

 

Transportation

 

L + 855

 

 

1.00

%

 

7/15/2022

 

 

411,579

 

 

 

410,152

 

 

 

410,850

 

Wheels Up Partners, LLC

 

(f)(1)

 

Transportation

 

L + 710

 

 

1.00

%

 

8/1/2024

 

 

1,316,098

 

 

 

1,309,488

 

 

 

1,316,416

 

Wheels Up Partners, LLC

 

(f)(1)

 

Transportation

 

L + 710

 

 

1.00

%

 

11/1/2024

 

 

539,053

 

 

 

535,748

 

 

 

539,304

 

Wheels Up Partners, LLC

 

(f)(1)

 

Transportation

 

L + 710

 

 

1.00

%

 

2/1/2025

 

 

275,625

 

 

 

272,944

 

 

 

275,745

 

Wheels Up Partners, LLC

 

(f)(1)

 

Transportation

 

L + 710

 

 

1.00

%

 

5/1/2025

 

 

827,191

 

 

 

823,037

 

 

 

818,919

 

WireCo WorldGroup, Inc.

 

(1)

 

Capital Goods

 

L + 550

 

 

1.00

%

 

9/29/2023

 

 

556,417

 

 

 

555,586

 

 

 

565,111

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,846

 

 

 

1,842

 

 

 

1,842

 

Total First Lien Senior Secured Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

92,512,857

 

 

$

93,287,928

 

Second Lien Senior Secured Loan—28.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABILITY Network, Inc.

 

(1)

 

Health Care Equipment & Services

 

L + 775

 

 

1.00

%

 

12/12/2025

 

$

855,800

 

 

$

851,611

 

 

$

861,149

 

Access CIG, LLC

 

(1)

 

Software & Services

 

L + 775

 

 

0.00

%

 

2/13/2026

 

 

177,678

 

 

 

175,901

 

 

 

179,919

 

Albany Molecular Research, Inc.

 

(2)

 

Pharmaceuticals, Biotechnology & Life Sciences

 

L + 700

 

 

1.00

%

 

8/28/2025

 

 

913,260

 

 

 

908,703

 

 

 

921,251

 

Applied Systems, Inc.

 

(1)

 

Software & Services

 

L + 700

 

 

1.00

%

 

9/12/2025

 

 

2,623,620

 

 

 

2,623,620

 

 

 

2,718,739

 

Arclin, Inc.

 

(1)

 

Materials

 

L + 875

 

 

1.00

%

 

2/9/2025

 

 

288,646

 

 

 

286,042

 

 

 

292,615

 

BJ's Wholesale Club, Inc.

 

(2)

 

Food & Staples Retailing

 

L + 750

 

 

1.00

%

 

1/27/2025

 

 

949,470

 

 

 

940,958

 

 

 

954,958

 

CTI Foods Holding Co., LLC

 

(2)

 

Food, Beverage & Tobacco

 

L + 725

 

 

1.00

%

 

6/28/2021

 

 

222,222

 

 

 

208,750

 

 

 

168,889

 

Direct ChassisLink, Inc.

 

(2)

 

Transportation

 

L + 600

 

 

0.00

%

 

6/15/2023

 

 

586,808

 

 

 

583,966

 

 

 

597,811

 

EaglePicher Technologies, LLC

 

(2)

 

Capital Goods

 

L + 725

 

 

0.00

%

 

3/9/2026

 

 

449,560

 

 

 

445,950

 

 

 

454,056

 

Excelitas Technologies Corp.

 

(3)

 

Technology Hardware & Equipment

 

L + 750

 

 

1.00

%

 

11/15/2025

 

 

811,010

 

 

 

803,125

 

 

 

825,714

 

FleetPride Corp.

 

(1)

 

Capital Goods

 

L + 800

 

 

1.25

%

 

5/19/2020

 

 

852,944

 

 

 

781,776

 

 

 

848,679

 

Genoa, a QoL Healthcare Co., LLC

 

(2)

 

Health Care Equipment & Services

 

L + 800

 

 

1.00

%

 

10/28/2024

 

 

352,940

 

 

 

353,637

 

 

 

358,234

 

Grocery Outlet, Inc.

 

(1)

 

Food & Staples Retailing

 

L + 825

 

 

1.00

%

 

10/21/2022

 

 

198,393

 

 

 

186,413

 

 

 

200,377

 

Higginbotham Insurance Agency, Inc.

 

(f)(1)

 

Insurance

 

L + 725

 

 

1.00

%

 

12/19/2025

 

 

1,304,350

 

 

 

1,291,605

 

 

 

1,300,513

 

iParadigms Holdings, LLC

 

(1)

 

Software & Services

 

L + 725

 

 

1.00

%

 

7/29/2022

 

 

183,160

 

 

 

179,204

 

 

 

179,497

 

Misys, Ltd. (GBR)

 

(g)(h)(1)

 

Software & Services

 

L + 725

 

 

1.00

%

 

6/13/2025

 

 

2,813,780

 

 

 

2,825,028

 

 

 

2,794,210

 

NEP Group, Inc.

 

(2)

 

Media

 

L + 700

 

 

1.00

%

 

1/23/2023

 

 

239,379

 

 

 

230,361

 

 

 

241,473

 

NeuStar, Inc.

 

(1)

 

Software & Services

 

L + 800

 

 

1.00

%

 

8/8/2025

 

 

624,978

 

 

 

613,515

 

 

 

631,424

 

Perimeter Solutions

 

(e)(g)(1)

 

Materials

 

L + 675

 

 

0.00

%

 

2/13/2026

 

 

264,340

 

 

 

263,020

 

 

 

269,076

 

Polyconcept North America, Inc.

 

(f)(2)

 

Consumer Durables & Apparel

 

L + 1000

 

 

1.00

%

 

2/16/2024

 

 

624,235

 

 

 

611,713

 

 

 

642,962

 

Press Ganey Holdings, Inc.

 

(2)

 

Health Care Equipment & Services

 

L + 650

 

 

1.00

%

 

10/21/2024

 

 

1,597,734

 

 

 

1,621,632

 

 

 

1,621,700

 

Sequa Corp.

 

(1)

 

Materials

 

L + 900

 

 

1.00

%

 

4/28/2022

 

 

3,482,840

 

 

 

3,521,293

 

 

 

3,545,235

 

SMG/PA

 

(2)

 

Consumer Services

 

L + 700

 

 

0.00

%

 

1/23/2026

 

 

117,660

 

 

 

117,370

 

 

 

120,602

 

Sparta Systems, Inc.

 

(f)(1)

 

Software & Services

 

L + 825

 

 

1.00

%

 

7/27/2025

 

 

2,437,540

 

 

 

2,402,992

 

 

 

2,464,711

 

SRS Distribution, Inc.

 

(2)

 

Capital Goods

 

L + 875

 

 

1.00

%

 

2/24/2023

 

 

2,755,948

 

 

 

2,768,358

 

 

 

2,842,071

 

See notes to condensed financial statements.

 

7


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of March 31, 2018

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

Sungard Public Sector, LLC

 

(f)(2)

 

Software & Services

 

L + 850

 

 

1.00

%

 

1/30/2025

 

 

654,480

 

 

 

648,610

 

 

 

657,752

 

Transplace, Inc.

 

(2)

 

Transportation

 

L + 875

 

 

1.00

%

 

10/6/2025

 

 

3,618,451

 

 

 

3,532,904

 

 

 

3,672,728

 

Vantage Specialty Chemicals, Inc.

 

(1)

 

Materials

 

L + 825

 

 

1.00

%

 

10/26/2025

 

 

754,870

 

 

 

744,012

 

 

 

758,644

 

Vencore, Inc.

 

(2)

 

Capital Goods

 

L + 875

 

 

1.00

%

 

5/23/2020

 

 

460,504

 

 

 

456,016

 

 

 

465,399

 

WireCo WorldGroup, Inc.

 

(1)

 

Capital Goods

 

L + 900

 

 

1.00

%

 

9/30/2024

 

 

1,632,350

 

 

 

1,627,401

 

 

 

1,664,997

 

Total Second Lien Senior Secured Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

32,605,486

 

 

$

33,255,385

 

Other Senior Secured Debt—5.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avantor, Inc.

 

(i)

 

Pharmaceuticals, Biotechnology & Life Sciences

 

6.00%

 

 

 

 

 

10/1/2024

 

$

776,000

 

 

$

776,000

 

 

$

772,120

 

Cleaver-Brooks, Inc.

 

(i)

 

Capital Goods

 

7.88%

 

 

 

 

 

3/1/2023

 

 

866,000

 

 

 

866,000

 

 

 

899,558

 

Cornerstone Chemical Co.

 

(i)

 

Materials

 

6.75%

 

 

 

 

 

8/15/2024

 

 

2,682,000

 

 

 

2,686,236

 

 

 

2,667,785

 

DJO Finance, LLC

 

(i)

 

Health Care Equipment & Services

 

8.13%

 

 

 

 

 

6/15/2021

 

 

466,000

 

 

 

443,972

 

 

 

467,165

 

Frontier Communications Corp.

 

(g)(i)

 

Telecommunication Services

 

8.50%

 

 

 

 

 

4/1/2026

 

 

353,000

 

 

 

353,000

 

 

 

342,410

 

Pattonair Holdings, Ltd.

 

(g)(i)

 

Capital Goods

 

9.00%

 

 

 

 

 

11/1/2022

 

 

1,057,000

 

 

 

1,073,626

 

 

 

1,101,922

 

Total Other Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,198,834

 

 

$

6,250,960

 

Total Senior Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

131,317,177

 

 

$

132,794,273

 

Subordinated Debt—23.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allegheny Technologies, Inc.

 

(g)

 

Materials

 

7.88%

 

 

 

 

 

8/15/2023

 

$

4,350,000

 

 

$

4,342,900

 

 

$

4,730,625

 

CDK Global, Inc.

 

(g)(i)

 

Software & Services

 

4.88%

 

 

 

 

 

6/1/2027

 

 

7,000

 

 

 

7,017

 

 

 

6,738

 

Clear Channel International BV (NLD)

 

(g)(h)(i)

 

Media

 

8.75%

 

 

 

 

 

12/15/2020

 

 

3,779,000

 

 

 

3,904,135

 

 

 

3,949,055

 

ClubCorp Club Operations, Inc.

 

(i)

 

Consumer Services

 

8.50%

 

 

 

 

 

9/15/2025

 

 

4,032,000

 

 

 

3,979,205

 

 

 

3,900,960

 

Datatel, Inc.

 

(i)

 

Software & Services

 

9.00%

 

 

 

 

 

9/30/2023

 

 

102,000

 

 

 

107,139

 

 

 

107,100

 

Envision Healthcare Holdings

 

(g)(i)

 

Health Care Equipment & Services

 

5.13%

 

 

 

 

 

7/1/2022

 

 

599,000

 

 

 

589,853

 

 

 

596,005

 

Foresight Energy, LLC

 

(g)(i)

 

Materials

 

11.50%

 

 

 

 

 

4/1/2023

 

 

545,000

 

 

 

471,344

 

 

 

441,450

 

Kenan Advantage Group, Inc.

 

(i)

 

Transportation

 

7.88%

 

 

 

 

 

7/31/2023

 

 

3,259,000

 

 

 

3,382,598

 

 

 

3,340,475

 

Pactiv, LLC

 

 

 

Materials

 

7.95%

 

 

 

 

 

12/15/2025

 

 

849,000

 

 

 

935,371

 

 

 

944,512

 

Pactiv, LLC

 

 

 

Materials

 

8.38%

 

 

 

 

 

4/15/2027

 

 

2,653,000

 

 

 

2,959,091

 

 

 

2,997,890

 

Quorum Health Corp.

 

 

 

Health Care Equipment & Services

 

11.63%

 

 

 

 

 

4/15/2023

 

 

30,000

 

 

 

30,885

 

 

 

31,725

 

Surgery Center Holdings, Inc.

 

(g)(i)

 

Health Care Equipment & Services

 

6.75%

 

 

 

 

 

7/1/2025

 

 

657,000

 

 

 

598,277

 

 

 

637,290

 

Tenet Healthcare Corp.

 

(g)(i)

 

Health Care Equipment & Services

 

7.00%

 

 

 

 

 

8/1/2025

 

 

31,000

 

 

 

30,711

 

 

 

30,496

 

Triumph Group, Inc.

 

(g)

 

Capital Goods

 

7.75%

 

 

 

 

 

8/15/2025

 

 

1,360,000

 

 

 

1,360,000

 

 

 

1,394,000

 

USA Compression Partners, LLC

 

(g)(i)

 

Energy

 

6.88%

 

 

 

 

 

4/1/2026

 

 

247,000

 

 

 

247,000

 

 

 

250,705

 

Vertiv Group Corp.

 

(i)

 

Technology Hardware & Equipment

 

9.25%

 

 

 

 

 

10/15/2024

 

 

3,690,000

 

 

 

3,995,269

 

 

 

3,856,050

 

Total Subordinated Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

26,940,795

 

 

$

27,215,076

 

Asset Based Finance—3.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KKR Zeno Aggregator, LP (IRE), Membership Interest

 

(f)(g)(h)

 

Capital Goods

 

 

 

 

 

 

 

 

 

 

1,224,140

 

 

$

1,224,140

 

 

$

1,224,140

 

Montgomery Credit Holdings, LP, Membership Interest

 

(f)(g)*

 

Diversified Financials

 

 

 

 

 

 

 

 

 

 

2,689,166

 

 

 

2,689,166

 

 

 

2,753,707

 

Total Asset Based Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,913,306

 

 

$

3,977,847

 

Equity/Other—3.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed financial statements.

 

8


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of March 31, 2018

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

Misys, Ltd. (CYM), Perpetual Preferred Equity

 

(f)(g)(h)(j)(1)

 

Software & Services

 

L + 1025

 

 

1.00

%

 

 

 

 

2,841

 

 

$

2,788,134

 

 

$

2,730,948

 

Polyconcept North America, Inc. Membership Units

 

(f)

 

Consumer Durables & Apparel

 

 

 

 

 

 

 

 

 

 

624

 

 

 

62,424

 

 

 

76,433

 

VICI Properties, Inc., Common Stock

 

(g)

 

Consumer Services

 

 

 

 

 

 

 

 

 

 

66,020

 

 

 

1,227,367

 

 

 

1,209,486

 

Total Equity/Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,077,925

 

 

$

4,016,867

 

TOTAL INVESTMENTS — 142.1% (k)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

166,249,203

 

 

$

168,004,063

 

OTHER ASSETS IN EXCESS OF LIABILITIES—(42.1%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(49,766,445

)

NET ASSETS—100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

118,237,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Instrument (Note 4) — 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contract

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

185,732

 

 

 

(a)

Security may be an obligation of one or more entities affiliated with the named company.

(b)

Non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended ("1940 Act"), unless otherwise indicated. Non-controlled/non-affiliated investments are investments that are neither controlled investments nor affiliated investments.

(c)

Denominated in U.S. dollars unless otherwise noted.

(d)

Represents amortized cost for debt securities and cost for equity investments translated to U.S. dollars.

(e)

Position or portion thereof unsettled as of March 31, 2018.

(f)

(g)

Investments classified as Level 3 whereby fair value was determined by the Company's Board of Trustees (see Note 2).

The investment is not a qualifying asset as defined in Section 55(a) under the 1940 Act.  A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is   made, qualifying assets represent at least 70% of the company's total assets. As of March 31, 2018, 73% of the Company's total assets represented qualifying assets.  

(h)

A portfolio company domiciled in a foreign country. The jurisdiction of the security issuer may be a different country than the domicile of the portfolio company.

(i)

This security was acquired in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder. This security may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers.

(j)

The issue of this security may elect at any time to capitalize distributions or interest.

(k)

As of March 31, 2018, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $3,086,373; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $1,325,201; the net unrealized appreciation was $1,761,172; the aggregate cost of securities for Federal income tax purposes was $166,444,319.

(1)

The interest rate on these investments is subject to a base rate of 3-Month LIBOR, which at March 31, 2018 was 2.31%. The current base rate for each investment may be different from the reference rate on March 31, 2018.

(2)

The interest rate on these investments is subject to a base rate of 1-Month LIBOR, which at March 31, 2018 was 1.88%. The current base rate for each investment may be different from the reference rate on March 31, 2018.

(3)

The interest rate on these investments is subject to a base rate of 6-Month LIBOR, which at March 31, 2018 was 2.45%. The current base rate for each investment may be different from the reference rate on March 31, 2018.    

(4)

The interest rate on these investments is subject to a base rate of 3-Month Canadian Banker Acceptance Rate, which at March 31, 2018 was approximately 1.73%. The current base rate for each investment may be different from the reference rate on March 31, 2018.

See notes to condensed financial statements.

 

9


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of March 31, 2018

 

(5)

 

(6)

The interest rate on these investments is subject to a base rate of 3-Month Euro Interbank Offered Rate, which at March 31, 2018 was approximately (0.33)%.  The current base rate for each investment may be different from the reference rate on March 31, 2018.

The interest rate on these investments is subject to a base rate of 3-Month GBP LIBOR, which at March 31, 2018 was approximately 0.71%.  The current base rate for each investment may be different from the reference rate on March 31, 2018.

*

Non-income producing security.

 

Abbreviations:

C$ – Canadian Dollar; local currency investment amount is denominated in Canadian Dollar. C$1 / U.S. $0.77 as of March 31, 2018.

€ - Local currency investment amount is denominated in Euros. € 1 / U.S. $1.23 as of March 31, 2018.

₤ - Local currency investment amount is denominated in British Pound Sterling. ₤ 1 / U.S. $1.40 as of March 31, 2018.

CAN – Canada

CDOR = Canadian Banker Acceptance Rate

CYM = Cayman Islands

E = EURIBOR – Euro Interbank Offered Rate

FRA = France

GBR = United Kingdom

IRE = Ireland

LUX – Luxembourg

L = LIBOR – London Interbank Offered Rate, typically 3-Month

NLD = Netherlands

PIK = Payment-in-kind; the issuance of additional securities by the borrower to settle interest payment obligations.

 

 

See notes to condensed financial statements.

 

10


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited)

As of December 31, 2017

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

First Lien Senior Secured Loan—80.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABB CONCISE Optical Group, LLC

 

(1)

 

Retailing

 

L + 500

 

 

1.00

%

 

6/15/2023

 

$

509,718

 

 

$

508,343

 

 

$

510,992

 

Accuride Corp.

 

(e),(1)

 

Capital Goods

 

L + 525

 

 

1.00

%

 

11/17/2023

 

 

2,507,509

 

 

 

2,478,279

 

 

 

2,554,525

 

Acosta Holdco, Inc.

 

(2)

 

Commercial & Professional Services

 

L + 325

 

 

1.00

%

 

9/26/2021

 

 

2,761,380

 

 

 

2,514,760

 

 

 

2,439,224

 

Advantage Sales & Marketing, Inc.

 

(1)

 

Commercial & Professional Services

 

L + 325

 

 

1.00

%

 

7/23/2021

 

 

616,056

 

 

 

589,701

 

 

 

602,195

 

Agro Merchants Global, LP

 

(e),(1)

 

Transportation

 

L + 375

 

 

1.00

%

 

12/6/2024

 

 

70,270

 

 

 

69,919

 

 

 

70,973

 

BakerCorp International, Inc.

 

(1)

 

Capital Goods

 

L + 300

 

 

1.25

%

 

2/7/2020

 

 

4,565,085

 

 

 

4,418,392

 

 

 

4,525,140

 

Bay Club, Co.

 

(2)

 

Consumer Services

 

L + 650

 

 

1.00

%

 

8/31/2022

 

 

2,224,301

 

 

 

2,195,228

 

 

 

2,257,665

 

Belk, Inc.

 

(1)

 

Retailing

 

L + 475

 

 

1.00

%

 

12/12/2022

 

 

4,945,417

 

 

 

4,429,518

 

 

 

4,074,826

 

Commercial Barge Line Co.

 

(2)

 

Transportation

 

L + 875

 

 

1.00

%

 

11/12/2020

 

 

346,313

 

 

 

329,896

 

 

 

202,342

 

David's Bridal, Inc.

 

(1)

 

Retailing

 

L + 400

 

 

1.25

%

 

10/11/2019

 

 

398,233

 

 

 

379,140

 

 

 

349,590

 

DigiCert, Inc.

 

(1)

 

Software & Services

 

L + 475

 

 

1.00

%

 

10/31/2024

 

 

1,975,230

 

 

 

1,965,354

 

 

 

2,003,002

 

Distribution International, Inc.

 

(1)

 

Retailing

 

L + 500

 

 

1.00

%

 

12/15/2021

 

 

7,560,368

 

 

 

6,557,939

 

 

 

6,431,076

 

Eacom Timber Corp. (CAN)

 

(f),(g),(h),(1)

 

Materials

 

L + 650

 

 

1.00

%

 

11/30/2023

 

 

2,928,370

 

 

 

2,899,368

 

 

 

2,909,090

 

FleetPride Corp.

 

(1)

 

Capital Goods

 

L + 400

 

 

1.25

%

 

11/19/2019

 

 

3,411,593

 

 

 

3,278,650

 

 

 

3,406,475

 

Foresight Energy, LLC

 

(g),(1)

 

Materials

 

L + 575

 

 

1.00

%

 

3/17/2022

 

 

3,675,571

 

 

 

3,542,474

 

 

 

3,458,105

 

Frontline Technologies Group, LLC

 

(f),(1)

 

Software & Services

 

L + 650

 

 

1.00

%

 

9/18/2023

 

 

4,524,210

 

 

 

4,445,968

 

 

 

4,447,728

 

Intelsat S.A. (LUX)

 

(g),(h),(1)

 

Media

 

L + 275

 

 

1.00

%

 

6/30/2019

 

 

2,267,136

 

 

 

2,259,225

 

 

 

2,264,654

 

JC Penney Corp., Inc.

 

(g),(1)

 

Retailing

 

L + 425

 

 

1.00

%

 

6/23/2023

 

 

16,059

 

 

 

15,945

 

 

 

15,060

 

Jo-Ann Stores, Inc.

 

(1)

 

Retailing

 

L + 500

 

 

1.00

%

 

10/20/2023

 

 

3,497,275

 

 

 

3,467,309

 

 

 

3,383,614

 

Koosharem, LLC

 

(1)

 

Commercial & Professional Services

 

L + 650

 

 

1.00

%

 

5/15/2020

 

 

2,494,817

 

 

 

2,291,454

 

 

 

2,436,601

 

MedAssets, Inc.

 

(2)

 

Health Care Equipment & Services

 

L + 450

 

 

1.00

%

 

10/20/2022

 

 

71,353

 

 

 

71,803

 

 

 

71,621

 

Monitronics International, Inc.

 

(1)

 

Commercial & Professional Services

 

L + 550

 

 

1.00

%

 

9/30/2022

 

 

2,027,175

 

 

 

1,987,212

 

 

 

2,013,491

 

NCI, Inc.

 

(f),(1)

 

Software & Services

 

L + 750

 

 

1.00

%

 

8/15/2024

 

 

4,330,387

 

 

 

4,279,088

 

 

 

4,289,374

 

Netsmart Technologies, Inc.

 

(1)

 

Health Care Equipment & Services

 

L + 450

 

 

1.00

%

 

4/19/2023

 

 

80,809

 

 

 

80,638

 

 

 

81,820

 

P2 Energy Solutions, Inc.

 

(g),(1)

 

Software & Services

 

L + 400

 

 

1.00

%

 

10/30/2020

 

 

3,317,070

 

 

 

3,245,698

 

 

 

3,253,498

 

Polyconcept North America, Inc.

 

(2)

 

Consumer Durables & Apparel

 

L + 475

 

 

1.00

%

 

8/16/2023

 

 

331,684

 

 

 

328,993

 

 

 

334,484

 

Quorum Health Corp.

 

(2)

 

Health Care Equipment & Services

 

L + 675

 

 

1.00

%

 

4/29/2022

 

 

4,574,614

 

 

 

4,560,817

 

 

 

4,631,796

 

Revere Superior Holdings, Inc.

 

(f),(1)

 

Software & Services

 

L + 675

 

 

1.00

%

 

11/21/2022

 

 

4,581,251

 

 

 

4,536,043

 

 

 

4,566,628

 

Revere Superior Holdings, Inc.

 

(f),(1)

 

Software & Services

 

L + 675

 

 

1.00

%

 

11/21/2022

 

 

163,604

 

 

 

160,380

 

 

 

163,089

 

Revere Superior Holdings, Inc.

 

(f),(1)

 

Software & Services

 

L + 675

 

 

1.00

%

 

11/21/2022

 

 

32,854

 

 

 

25,918

 

 

 

2,186

 

Savers, Inc.

 

(1)

 

Retailing

 

L + 375

 

 

1.25

%

 

7/9/2019

 

 

1,073,668

 

 

 

1,000,386

 

 

 

1,012,469

 

Sequa Corp.

 

(1)

 

Materials

 

L + 500

 

 

1.00

%

 

11/28/2021

 

 

1,545,482

 

 

 

1,557,118

 

 

 

1,558,850

 

SI Organization, Inc.

 

(1)

 

Capital Goods

 

L + 475

 

 

1.00

%

 

11/23/2019

 

 

597,221

 

 

 

597,244

 

 

 

603,659

 

SIRVA Worldwide, Inc.

 

(1)

 

Commercial & Professional Services

 

L + 650

 

 

1.00

%

 

11/22/2022

 

 

2,060,818

 

 

 

2,016,210

 

 

 

2,081,426

 

SMART Global Holdings, Inc.

 

(f),(g),(4)

 

Semiconductors & Semiconductor Equipment

 

P + 400

 

 

0.00

%

 

2/9/2022

 

 

46,302

 

 

 

46,302

 

 

 

37,223

 

SMART Global Holdings, Inc.

 

(f),(g),(1)

 

Semiconductors & Semiconductor Equipment

 

L + 625

 

 

1.00

%

 

8/9/2022

 

 

3,261,329

 

 

 

3,201,018

 

 

 

3,287,661

 

Staples Canada, Inc.

 

(f),(g),(h),(5)

 

Retailing

 

CDOR + 700

 

 

1.00

%

 

9/12/2023

C$

 

5,688,847

 

 

 

4,608,012

 

 

 

4,411,712

 

See notes to condensed financial statements.

 

11


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of December 31, 2017

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

Sutherland Global Services, Inc.

 

(g),(1)

 

Software & Services

 

L + 537.5

 

 

1.00

%

 

4/23/2021

 

 

708,952

 

 

 

690,565

 

 

 

682,366

 

Sutherland Global Services, Inc.

 

(g),(1)

 

Software & Services

 

L + 537.5

 

 

1.00

%

 

4/23/2021

 

 

3,045,623

 

 

 

2,966,634

 

 

 

2,931,412

 

Talbots, Inc.

 

(2)

 

Retailing

 

L + 450

 

 

1.00

%

 

3/19/2020

 

 

720,233

 

 

 

670,937

 

 

 

700,786

 

TruGreen, LP

 

(1)

 

Consumer Services

 

L + 400

 

 

1.00

%

 

4/13/2023

 

 

1,573,315

 

 

 

1,588,295

 

 

 

1,597,906

 

Utility One Source, LP

 

(2)

 

Capital Goods

 

L + 550

 

 

1.00

%

 

4/7/2023

 

 

3,305,281

 

 

 

3,287,005

 

 

 

3,383,781

 

Vertafore, Inc.

 

(2)

 

Software & Services

 

L + 325

 

 

1.00

%

 

6/30/2023

 

 

139,178

 

 

 

138,577

 

 

 

140,420

 

Wheels Up Partners, LLC

 

(f),(1)

 

Transportation

 

L + 855

 

 

1.00

%

 

10/15/2021

 

 

372,038

 

 

 

370,340

 

 

 

369,066

 

Wheels Up Partners, LLC

 

(f),(1)

 

Transportation

 

L + 855

 

 

1.00

%

 

7/15/2022

 

 

424,062

 

 

 

422,127

 

 

 

420,688

 

Wheels Up Partners, LLC

 

(f),(1)

 

Transportation

 

L + 710

 

 

1.00

%

 

8/1/2024

 

 

1,347,105

 

 

 

1,338,102

 

 

 

1,335,955

 

Wheels Up Partners, LLC

 

(f),(1)

 

Transportation

 

L + 710

 

 

1.00

%

 

11/1/2024

 

 

551,461

 

 

 

547,007

 

 

 

546,925

 

Wheels Up Partners, LLC

 

(f),(1)

 

Transportation

 

L + 710

 

 

1.00

%

 

2/1/2025

 

 

275,625

 

 

 

272,869

 

 

 

272,869

 

WireCo WorldGroup, Inc.

 

(1)

 

Capital Goods

 

L + 550

 

 

1.00

%

 

9/29/2023

 

 

557,829

 

 

 

556,982

 

 

 

563,234

 

Total First Lien Senior Secured Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

93,789,182

 

 

$

93,689,272

 

Second Lien Senior Secured Loan—28.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABILITY Network, Inc.

 

(e)

 

Health Care Equipment & Services

 

L + 775

 

 

1.00

%

 

12/12/2025

 

$

855,800

 

 

$

851,523

 

 

$

860,079

 

Albany Molecular Research, Inc.

 

(2)

 

Pharmaceuticals, Biotechnology & Life Sciences

 

L + 700

 

 

1.00

%

 

8/28/2025

 

 

913,260

 

 

 

908,861

 

 

 

900,703

 

Applied Systems, Inc.

 

(1)

 

Software & Services

 

L + 700

 

 

1.00

%

 

9/12/2025

 

 

2,623,620

 

 

 

2,623,620

 

 

 

2,721,192

 

Arclin, Inc.

 

(1)

 

Materials

 

L + 875

 

 

1.00

%

 

2/9/2025

 

 

424,480

 

 

 

420,558

 

 

 

430,317

 

BJ's Wholesale Club, Inc.

 

(3)

 

Food & Staples Retailing

 

L + 750

 

 

1.00

%

 

1/27/2025

 

 

949,470

 

 

 

940,739

 

 

 

929,740

 

CTI Foods Holding Co., LLC

 

(2)

 

Food, Beverage & Tobacco

 

L + 725

 

 

1.00

%

 

6/28/2021

 

 

222,222

 

 

 

207,891

 

 

 

173,333

 

Direct ChassisLink, Inc.

 

(e)

 

Transportation

 

L + 600

 

 

0.00

%

 

6/15/2023

 

 

586,808

 

 

 

583,874

 

 

 

598,545

 

Excelitas Technologies Corp.

 

(e)(1)

 

Technology Hardware & Equipment

 

L + 750

 

 

1.00

%

 

11/15/2025

 

 

811,010

 

 

 

802,900

 

 

 

819,457

 

FleetPride Corp.

 

(1)

 

Capital Goods

 

L + 800

 

 

1.25

%

 

5/19/2020

 

 

852,944

 

 

 

775,123

 

 

 

838,017

 

Genoa, a QoL Healthcare Co., LLC

 

(2)

 

Health Care Equipment & Services

 

L + 800

 

 

1.00

%

 

10/28/2024

 

 

352,940

 

 

 

353,655

 

 

 

359,116

 

Grocery Outlet, Inc.

 

(1)

 

Food & Staples Retailing

 

L + 825

 

 

1.00

%

 

10/21/2022

 

 

198,393

 

 

 

185,937

 

 

 

199,200

 

Higginbotham Insurance Agency, Inc.

 

(e)(f)(4)

 

Insurance

 

L + 725

 

 

1.00

%

 

12/19/2025

 

 

1,304,350

 

 

 

1,291,306

 

 

 

1,291,306

 

iParadigms Holdings, LLC

 

(1)

 

Software & Services

 

L + 725

 

 

1.00

%

 

7/29/2022

 

 

183,160

 

 

 

179,027

 

 

 

179,497

 

Misys, Ltd. (GBR)

 

(g),(h),(1)

 

Software & Services

 

L + 725

 

 

1.00

%

 

6/13/2025

 

 

2,813,780

 

 

 

2,825,319

 

 

 

2,829,256

 

NEP Group, Inc.

 

(2)

 

Media

 

L + 700

 

 

1.00

%

 

1/23/2023

 

 

239,379

 

 

 

229,924

 

 

 

241,473

 

NeuStar, Inc.

 

(1)

 

Software & Services

 

L + 800

 

 

1.00

%

 

8/8/2025

 

 

1,807,220

 

 

 

1,780,935

 

 

 

1,830,940

 

Polyconcept North America, Inc.

 

(f),(2)

 

Consumer Durables & Apparel

 

L + 1000

 

 

1.00

%

 

2/16/2024

 

 

624,235

 

 

 

611,237

 

 

 

638,125

 

Press Ganey Holdings, Inc.

 

(2)

 

Health Care Equipment & Services

 

L + 650

 

 

1.00

%

 

10/21/2024

 

 

1,597,734

 

 

 

1,622,297

 

 

 

1,620,702

 

Sequa Corp.

 

(1)

 

Materials

 

L + 900

 

 

1.00

%

 

4/28/2022

 

 

3,467,560

 

 

 

3,507,526

 

 

 

3,515,239

 

SI Organization, Inc.

 

(1)

 

Capital Goods

 

L + 875

 

 

1.00

%

 

5/23/2020

 

 

460,504

 

 

 

455,578

 

 

 

465,685

 

Sparta Systems, Inc.

 

(f),(1)

 

Software & Services

 

L + 825

 

 

1.00

%

 

7/27/2025

 

 

2,437,540

 

 

 

2,402,220

 

 

 

2,381,055

 

SRS Distribution, Inc.

 

(2)

 

Capital Goods

 

L + 875

 

 

1.00

%

 

2/24/2023

 

 

2,755,948

 

 

 

2,768,852

 

 

 

2,842,071

 

Sungard Public Sector, LLC

 

(f),(1)

 

Software & Services

 

L + 850

 

 

1.00

%

 

1/30/2025

 

 

654,480

 

 

 

648,465

 

 

 

653,670

 

Transplace, Inc.

 

(2)

 

Transportation

 

L + 875

 

 

1.00

%

 

10/6/2025

 

 

3,627,520

 

 

 

3,539,028

 

 

 

3,636,589

 

Vantage Specialty Chemicals, Inc.

 

(1)

 

Materials

 

L + 825

 

 

1.00

%

 

10/26/2025

 

 

754,870

 

 

 

743,664

 

 

 

743,547

 

WireCo WorldGroup, Inc.

 

(1)

 

Capital Goods

 

L + 900

 

 

1.00

%

 

9/30/2024

 

 

1,632,350

 

 

 

1,627,270

 

 

 

1,642,552

 

See notes to condensed financial statements.

 

12


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of December 31, 2017

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

Total Second Lien Senior Secured Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

32,887,329

 

 

$

33,341,406

 

Other Senior Secured Debt—5.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avantor, Inc.

 

(i)

 

Pharmaceuticals, Biotechnology & Life Sciences

 

6.00%

 

 

0.00

%

 

10/1/2024

 

$

776,000

 

 

$

776,000

 

 

$

773,090

 

Cleaver-Brooks Inc

 

(i)

 

Capital Goods

 

7.88%

 

 

0.00

%

 

3/1/2023

 

 

1,378,000

 

 

 

1,378,000

 

 

 

1,412,450

 

Cornerstone Chemical, Co.

 

(i)

 

Materials

 

6.75%

 

 

0.00

%

 

8/15/2024

 

 

2,682,000

 

 

 

2,686,363

 

 

 

2,678,647

 

DJO Finance, LLC

 

(i)

 

Health Care Equipment & Services

 

8.13%

 

 

0.00

%

 

6/15/2021

 

 

452,000

 

 

 

429,378

 

 

 

422,620

 

Pattonair Holdings, Ltd.

 

(g),(i)

 

Capital Goods

 

9.00%

 

 

0.00

%

 

11/1/2022

 

 

748,000

 

 

 

748,000

 

 

 

773,245

 

Total Other Senior Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6,017,741

 

 

$

6,060,052

 

Total Senior Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

132,694,252

 

 

$

133,090,730

 

Subordinated Debt—20.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allegheny Technologies, Inc.

 

(g)

 

Materials

 

7.88%

 

 

0.00

%

 

8/15/2023

 

$

4,350,000

 

 

$

4,342,745

 

 

$

4,700,697

 

Clear Channel International BV (NLD)

 

(g),(h),(i)

 

Media

 

8.75%

 

 

0.00

%

 

12/15/2020

 

 

3,779,000

 

 

 

3,915,052

 

 

 

3,901,817

 

ClubCorp Club Operations, Inc.

 

(i)

 

Consumer Services

 

8.50%

 

 

0.00

%

 

9/15/2025

 

 

4,032,000

 

 

 

3,977,764

 

 

 

3,931,200

 

Datatel, Inc.

 

(i)

 

Software & Services

 

9.00%

 

 

0.00

%

 

9/30/2023

 

 

102,000

 

 

 

107,302

 

 

 

107,865

 

Envision Healthcare Holdings

 

(g),(i)

 

Health Care Equipment & Services

 

5.13%

 

 

0.00

%

 

7/1/2022

 

 

599,000

 

 

 

589,434

 

 

 

581,030

 

Intelsat S.A. (LUX)

 

(g),(h)

 

Media

 

7.25%

 

 

0.00

%

 

10/15/2020

 

 

1,334,000

 

 

 

1,277,135

 

 

 

1,253,960

 

Kenan Advantage Group, Inc.

 

(i)

 

Transportation

 

7.88%

 

 

0.00

%

 

7/31/2023

 

 

2,620,000

 

 

 

2,721,870

 

 

 

2,711,700

 

Pactiv, LLC

 

 

 

Materials

 

7.95%

 

 

0.00

%

 

12/15/2025

 

 

849,000

 

 

 

937,630

 

 

 

961,492

 

Pactiv, LLC

 

 

 

Materials

 

8.38%

 

 

0.00

%

 

4/15/2027

 

 

2,653,000

 

 

 

2,964,939

 

 

 

3,037,685

 

Plastipak Holdings, Inc.

 

(i)

 

Materials

 

6.25%

 

 

0.00

%

 

10/15/2025

 

 

163,000

 

 

 

163,000

 

 

 

167,483

 

Surgery Center Holdings, Inc.

 

(g),(i)

 

Health Care Equipment & Services

 

6.75%

 

 

0.00

%

 

7/1/2025

 

 

635,000

 

 

 

576,375

 

 

 

600,075

 

Tenet Healthcare Corp.

 

(g),(i)

 

Health Care Equipment & Services

 

7.00%

 

 

0.00

%

 

8/1/2025

 

 

31,000

 

 

 

30,705

 

 

 

29,140

 

Triumph Group, Inc.

 

(g),(i)

 

Capital Goods

 

7.75%

 

 

0.00

%

 

8/15/2025

 

 

1,360,000

 

 

 

1,360,000

 

 

 

1,443,300

 

Vertiv Group Corp.

 

(i)

 

Technology Hardware & Equipment

 

9.25%

 

 

0.00

%

 

10/15/2024

 

 

508,000

 

 

 

550,526

 

 

 

542,290

 

Total Subordinated Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

23,514,477

 

 

$

23,969,734

 

Asset Based Finance—2.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montgomery Credit Holdings, LP, Membership Interest

 

(f),(g)*

 

Diversified Financials

 

 

 

 

 

 

 

 

 

 

2,689,166

 

 

 

2,689,166

 

 

 

2,682,444

 

Total Asset Based Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,689,166

 

 

$

2,682,444

 

Equity/Other—3.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Misys, Ltd. (CYM), Perpetual Preferred Equity

 

(f),(g),(h),(j)

 

Software & Services

 

L + 1025

 

 

1.00

%

 

 

 

 

2,841

 

 

$

2,788,134

 

 

$

2,756,496

 

Polyconcept North America, Inc. Membership Units

 

(f)

 

Consumer Durables & Apparel

 

 

 

 

 

 

 

 

 

 

624

 

 

 

62,424

 

 

 

57,776

 

VICI Properties, Inc., Common Stock

 

(g)

 

Consumer Services

 

 

 

 

 

 

 

 

 

 

66,020

 

 

 

1,227,368

 

 

 

1,353,410

 

Total Equity/Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,077,926

 

 

$

4,167,682

 

TOTAL INVESTMENTS — 140.7% (k)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

162,975,821

 

 

$

163,910,590

 

OTHER ASSETS IN EXCESS OF LIABILITIES—(40.7%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47,439,554

)

NET ASSETS—100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

116,471,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Instrument (Note 4) — 0.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed financial statements.

 

13


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of December 31, 2017

 

Company(a)(b)

 

Footnotes

 

Industry

 

Interest

Rate

 

Base Rate

Floor

 

 

Maturity

Date

 

No. Shares/

Principal

Amount(c)

 

 

Cost(d)

 

 

Fair Value

 

Foreign currency forward contract

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

$

96,091

 

 

 

(a)

Security may be an obligation of one or more entities affiliated with the named company.

(b)

Non-controlled/non-affiliated investments as defined by the 1940 Act, unless otherwise indicated. Non-controlled/non-affiliated investments are investments that are neither controlled investments nor affiliated investments.

(c)

Denominated in U.S. dollars unless otherwise noted.

(d)

Represents amortized cost for debt securities and cost for equity investments translated to U.S. dollars.

(e)

Position or portion thereof unsettled as of December 31, 2017.

(f)

(g)

Investments classified as Level 3 whereby fair value was determined by the Company's Board of Trustees (see Note 2).

The investment is not a qualifying asset as defined in Section 55(a) under the 1940 Act.  A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is   made, qualifying assets represent at least 70% of the company's total assets. As of December 31, 2017, qualifying assets represented 73.2% of the Company's total assets.  

(h)

A portfolio company domiciled in a foreign country. The jurisdiction of the security issuer may be a different country than the domicile of the portfolio company.

(i)

This security was acquired in a transaction that was exempt from the registration requirements of the Securities Act, pursuant to Rule 144A thereunder. This security may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers.

(j)

The issue of this security may elect at any time to capitalize distributions.

(k)

As of December 31, 2017, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $2,340,931; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $1,409,134; the net unrealized appreciation was $931,797; the aggregate cost of securities for Federal income tax purposes was $163,077,075.

(1)

The interest rate on these investments is subject to a base rate of 3-Month LIBOR, which at December 31, 2017 was 1.69%. The current base rate for each investment may be different from the reference rate on December 31, 2017.

(2)

The interest rate on these investments is subject to a base rate of 1-Month LIBOR, which at December 31, 2017 was 1.56%. The current base rate for each investment may be different from the reference rate on December 31, 2017.

(3)

The interest rate on these investments is subject to a base rate of 6-Month LIBOR, which at December 31, 2017 was 1.84%. The current base rate for each investment may be different from the reference rate on December 31, 2017.

(4)

The interest rate on these investments is subject to a base rate of the PRIME rate, which at December 31, 2017 was 4.5%. The current base rate for each investment may be different from the reference rate on December 31, 2017.

(5)

The interest rate on these investments is subject to a base rate of 3-Month Canadian Banker Acceptance Rate, which at December 31, 2017 was 1.54%. The current base rate for each investment may be different from the reference rate on December 31, 2017.

*

Non-income producing security.

 

 

Abbreviations:

CAD – Canadian Dollar; local currency investment amount is denominated in Canadian Dollar. C$1 / U.S. $0.80 as of December 31, 2017.

CAN – Canada

CDOR = Canadian Banker Acceptance Rate

See notes to condensed financial statements.

 

14


Corporate Capital Trust II

Condensed Schedule of Investments (unaudited) (continued)

As of December 31, 2017

 

LUX – Luxembourg

L = LIBOR – London Interbank Offered Rate, typically 3-Month

P = PRIME – U.S. Prime Rate

 

 

 

See notes to condensed financial statements.

 

15


 

CORPORATE CAPITAL TRUST II

Notes to Condensed Financial Statements (Unaudited)

 

1.

Principal Business and Organization

Corporate Capital Trust II (the “Company”) was formed as a Delaware statutory trust on August 12, 2014. The Company is a non-diversified closed-end management investment company and has elected to be regulated as a business development company under the Investment Company Act of 1940 (the "1940 Act"). The Company’s investment objective is to provide its shareholders with current income and, to a lesser extent, long-term capital appreciation, by investing primarily in the debt of privately owned U.S. companies with a focus on originated transactions sourced through the networks of its advisors. The Company has elected to be taxed as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) and operate in a manner so as to qualify for the tax treatment applicable to RICs.

Since inception and as of March 31, 2018, the Company was externally managed by CNL Fund Advisors II, LLC, as investment adviser (“CNL”), and KKR Credit Advisors (US) LLC, as investment sub-adviser (“KKR”, and together with CNL, the “Former Advisors”). In December 2017, the Company’s board of trustees approved investment advisory agreements to be entered into between the Company, KKR and an affiliate of Franklin Square Holdings, L.P. (“FS Investments”) setting forth the Company’s proposed new advisory structure, subject to approval by shareholders.  On March 26, 2018, the Company’s shareholders approved the new investment advisory agreements. On April 9, 2018, the Company entered into a new investment advisory agreement with FS/KKR Advisor, LLC (the “Joint Advisor”), a newly-formed entity that is jointly operated by KKR and an affiliate of FS Investments.  See Note 13. “Subsequent Events” for additional information.

As of March 31, 2018 and through April 8, 2018, the Former Advisors were, and effective April 9, 2018, the Joint Advisor is, responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that the Company will purchase, retain or sell and monitoring the Company’s portfolio on an ongoing basis, as well as providing the administrative services necessary for the Company to operate. Both the Former Advisors and the Joint Advisor (collectively, the “Advisors”) are registered as investment advisers with the Securities and Exchange Commission (“SEC”).

On September 29, 2014, the Company filed a registration statement on Form N-2 (the “Registration Statement”) with the SEC to permit the Company to sell up to $2.6 billion of shares of common stock (275 million shares) on a continuous basis (the “Offering”).  The Registration Statement was declared effective on October 9, 2015.  In January 2018, the Company suspended its Offering to new investors and on April 30, 2018, terminated the Offering. See Note 9. “Share Transactions” and Note 13. “Subsequent Events” for additional information regarding the Offering.

2.

Significant Accounting Policies

Basis of Presentation – The accompanying condensed financial statements of the Company are prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States of America (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC Topic 946”). The unaudited condensed financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the Company’s results for the interim periods presented. The results of operations for interim periods are not indicative of results to be expected for the full year.

Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on March 2, 2018.

Use of Estimates – The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the condensed financial statements, (ii) the reported amounts of income and expenses during the reporting periods presented and (iii) disclosure of contingent assets and liabilities at the date of the condensed financial statements. Actual results could differ from those estimates.


 

16


 

2.

Significant Accounting Policies (continued)

Cash – Cash consists of demand deposits.

Valuation of Investments – The Company measures the value of its investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”), issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC Topic 820, the Company considers its principal market to be the market that has the greatest volume and level of activity.

ASC Topic 820 defines hierarchical levels directly related to the amount of subjectivity associated with the inputs used to determine fair values of assets and liabilities.  The hierarchical levels and types of inputs used to measure fair value for each level are described as follows:

Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities and debt securities, publicly listed derivatives, money market/short-term investment funds and foreign currency are generally included in Level 1. The Company does not adjust the quoted price for these investments.

Level 2 – Valuation inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from orderly transactions for similar investments in active markets between market participants and provided by reputable dealers or independent pricing services. In determining the value of a particular investment, independent pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments, and various relationships between investments. Investments generally included in this category are corporate bonds and loans, convertible debt indexed to publicly listed securities, foreign currency forward contracts, cross currency and certain over-the-counter derivatives.

Level 3 – Valuation inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments generally included in this category are illiquid corporate bonds and loans, unlisted common and preferred stock investments, and equity options that lack observable market pricing.

In certain cases, the inputs used to measure fair value may fall within different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Depending on the relative liquidity in the markets for certain investments, the Company may transfer assets to Level 3 if it determines that observable quoted prices, obtained directly or indirectly, are not available or reliable. Investments are transferred at fair value as of the beginning of the month in which they are transferred. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and the consideration of factors specific to the investment.

Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to the Company's portfolio investments for which market quotations are not readily available, the Company’s board of trustees is responsible for determining in good faith the fair value of the Company's portfolio investments in accordance with the valuation policy and procedures approved by the board of trustees, based on, among other things, the input of the Former Advisors or the Joint Advisor, as applicable, and the Company’s management, its audit committee, and independent third-party valuation firms.

The Company and the board of trustees conduct their fair value determination process when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been determined had a readily available market value existed for such investments, and the differences could be material. Further, such investments are generally less liquid than publicly traded securities. If the Company were required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, the Company could realize significantly less than the value recorded by the Company.


 

17


 

2.

Significant Accounting Policies (continued)

The Company and its Former Advisors undertook a multi-step valuation process for determining the fair value of the Company’s investments, the market prices of which are not readily available, as described below:

 

Each portfolio company or investment was initially valued by the Company’s independent third party valuation firm which provided a valuation range (external valuation) and/or KKR (internal valuation).

 

Valuation recommendations were formulated and documented by KKR and reviewed by KKR’s valuation committee. The KKR valuation committee then provided its valuation recommendation for each portfolio investment, along with supporting documentation, to CNL and the Company.

 

After the Company’s management had substantially completed its review, it forwarded the valuation recommendations and supporting documentation for audit committee review.

 

The Company’s board of trustees then discussed the investment valuation recommendations with the Advisors and management and, based on those discussions and the related review process conducted by the Company’s audit committee, determined the fair value of the investments in good faith.

The valuation techniques used by the Company for the assets and liabilities that are classified as Level 3 in the fair value hierarchy are described below.

Senior Debt and Subordinated Debt: Senior debt and subordinated debt investments are initially valued at transaction price and are subsequently valued using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes), (ii) comparisons to benchmark derivative indices or (iii) valuation models. Valuation models are generally based on yield analysis and discounted cash flow techniques, where the key inputs are based on relative value analyses and the assignment of risk-adjusted discounted rates, based on the analysis of similar instruments from similar issuers. In addition, an illiquidity discount is applied where appropriate.

Equity/Other Investments: Equity/other investments are initially valued at transaction price and are subsequently valued using valuation models in the absence of readily observable market prices. Valuation models are generally based on (i) market and income (discounted cash flow) approaches, in which various internal and external factors are considered, and (ii) earnings before interest, taxes, depreciation and amortization (“EBITDA”) valuation multiples analysis. Factors include key financial inputs and recent public and private transactions for comparable investments. Key inputs used for the discounted cash flow approach include the weighted average cost of capital and assumed inputs used to calculate terminal values, such as EBITDA exit multiples. The fair value for a particular investment will generally be within the value range conclusions derived by the two approaches. Upon completion of the valuations conducted, an illiquidity discount is applied where appropriate.

The Company utilizes several valuation techniques that use unobservable pricing inputs and assumptions in determining the fair value of its Level 3 investments. The valuation techniques, as well as key unobservable inputs that have a significant impact on the Company’s Level 3 valuations, are described in Note 5. “Fair Value of Financial Instruments.” The unobservable pricing inputs and assumptions may differ by asset and in the application of the Company’s valuation methodologies. The reported fair value estimates could vary materially if the Company had chosen to incorporate different unobservable pricing inputs and other assumptions.

Security Transactions, Realized/Unrealized Gains or Losses, and Income Recognition – Investment transactions are recorded on the trade date. The Company measures realized gains or losses from the sale of investments using the specific identification method.  Realized gains or losses are measured by the difference between the net proceeds from the sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized. The amortized cost basis of investments includes (i) the original cost and (ii) adjustments for the accretion/amortization of market discounts and premiums and original issue discount and loan origination fees. The Company reports changes in fair value of investments as a component of net change in unrealized appreciation (depreciation) on investments in the condensed statements of operations.

 

18


 

2.

Significant Accounting Policies (continued)

Interest Income – Interest income is recorded on an accrual basis and includes amortization of premiums to par value and accretion of discounts to par value. Discounts and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. Generally, loan origination, closing, commitment and other fees received by the Company directly or indirectly from borrowers in connection with the closing of investments are accreted over the contractual life of the debt investment as interest income based on the effective interest method. Upon prepayment of a debt investment, any prepayment penalties and unamortized loan fees and discounts are recorded as interest income.

Certain of the Company’s investments in debt securities contain a contractual payment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation or the option at each interest payment date of making interest payments in (i) cash, (ii) additional debt securities or (iii) a combination of cash and additional debt securities. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment dates, the Company will capitalize the accrued interest receivable attributable to PIK as additional principal due from the borrower. When additional PIK securities are received on the interest payment date, they typically have the same terms, including maturity dates and interest rates as the original securities issued. PIK interest generally becomes due at maturity of the investment or upon the investment being called by the issuer.

If the portfolio company valuation indicates the value of the PIK investment is not sufficient to cover the contractual PIK interest, the Company will not accrue additional PIK interest income and will record an allowance for any accrued PIK interest receivable as a reduction of interest income in the period the Company determines it is not collectible.

Debt securities are placed on nonaccrual status when principal or interest payments are at least 90 days past due or when there is reasonable doubt that principal or interest will be collected. Generally, accrued interest is reversed against interest income when a debt security is placed on nonaccrual status. Interest payments received on debt securities on nonaccrual status may be recognized as interest income or applied to principal based on management’s judgment. Debt securities on nonaccrual status are restored to accrual status when past due principal and interest are paid and, in management’s judgment, such investments are likely to remain current on interest payment obligations. The Company may make exceptions to this treatment if the debt security has sufficient collateral value and is in the process of collection.

Fee IncomeIn its role as the Company’s investment sub-advisor, KKR, its affiliates or affiliates of the Joint Advisor may provide financial advisory services to portfolio companies and in return may receive fees for capital structuring services. KKR is obligated to remit to the Company any earned capital structuring fees based on the pro-rata portion of the Company’s investment in co-investment transactions and originated investments. These fees are generally nonrecurring and are recognized as fee income by the Company upon the investment closing date. The Company may also receive fees for commitments, amendments and other services related to portfolio companies.  Such fees are recognized as fee income when earned or the services are rendered.

Dividend Income  Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from a limited liability company (“LLC”) and limited partnership (“LP”) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.  Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated earnings in the LLC and LP prior to the distribution.  Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Derivative InstrumentsThe Company’s derivative instruments consists of a foreign currency contract.  The Company recognizes all derivative instruments as assets or liabilities at fair value in its condensed financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result, the Company presents changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the condensed statements of operations. Realized gains and losses that occur upon the cash settlement of the derivative instruments are included in net realized gains (losses) on derivative instruments in the condensed statements of operations.

Paid In Capital – The Company records the proceeds from the sale of its common stock on a net basis to (i) capital stock and (ii) paid-in capital in excess of par value, excluding up-front selling commissions and dealer manager fees.

Deferred Financing Costs – Financing costs, including upfront fees, commitment fees and legal fees related to the Company’s credit facility are deferred and amortized over the life of the related financing instrument using the straight-line method. The amortization of deferred financing costs is included in interest expense in the condensed statements of operations.


 

19


 

2.Significant Accounting Policies (continued)

Foreign Currency Translation, Transactions and Gains/Losses – Foreign currency amounts are translated into U.S. dollars on the following basis: (i) at the exchange rate on the last business day of the reporting period for the fair value of investment securities, other assets and liabilities; and (ii) at the prevailing exchange rate on the respective recording dates for the purchase and sale of investment securities, income, expenses, gains and losses.

Net assets and fair values are presented based on the applicable foreign exchange rates described above and the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held; therefore, fluctuations related to foreign exchange rate conversions are included with the net realized gains (losses) and unrealized appreciation (depreciation) on investments.

Net realized gains or losses on foreign currency transactions arise from sales of foreign currency, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Company and the U.S. dollar equivalent of the amounts actually received or paid by the Company.

Unrealized appreciation (depreciation) from foreign currency translation for other receivables or payables is presented as net change in unrealized appreciation (depreciation) in foreign currency translation in the condensed statements of operations.

Management Fees – During the quarter ended March 31, 2018, the Company incurred a base management fee (recorded as investment advisory fees) and performance-based incentive fees, including (i) a subordinated incentive fee on income and (ii) an incentive fee on capital gains, due to its Former Advisors pursuant to an investment advisory agreement described in Note 6. “Related Party Transactions.”  The two components of performance-based incentive fees were combined and expensed in the condensed statements of operations and accrued as accrued performance-based incentive fees in the condensed statements of assets and liabilities. Pursuant to the terms of the investment advisory agreement, the incentive fee on capital gains was determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement) based on the Company’s realized capital gains on a cumulative basis from inception, net of all realized capital losses on a cumulative basis and unrealized depreciation at year end, less the aggregate amount of any previously paid capital gains incentive fees.  Although the terms of the investment advisory agreement do not provide for the inclusion of unrealized gains in the calculation of the incentive fee on capital gains, pursuant to relevant authoritative guidance for investment companies, the Company includes unrealized gains in the calculation of the incentive fee on capital gains expense and related accrued incentive fee on capital gains. This accrual reflects the incentive fees that would be payable to the Advisors if the Company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though the Advisors are not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

Organization and Offering Expenses – Organization expenses are expensed on the Company’s statement of operations. Offering expenses were capitalized on the Company’s statements of assets and liabilities as deferred offering expenses and expensed to the Company’s statements of operations over a 12-month period, however, the deferral period did not exceed 12 months from the date the Former Advisors incurred the offering expenses.

Earnings per Share – Earnings per share is calculated based upon the weighted average number of shares of common stock outstanding during the reporting period.

Distributions – Weekly distributions are generally declared from time to time by the Company’s board of trustees and recognized as a liability on the applicable record date. Distributions are paid monthly. The Company has adopted a distribution reinvestment plan that provides for reinvestment of distributions on behalf of shareholders. Shareholders who have elected to participate in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of common stock at a price per share equivalent to the then current public offering price, net of up-front selling commissions and dealer manager fees.

Federal Income Taxes – The Company has elected to be treated for federal income tax purposes, and intends to maintain its qualification, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its “Investment Company Taxable Income,” as defined in the Code. The Company intends to distribute sufficient amounts to maintain RIC status and minimize income taxes on undistributed capital gains and investment company taxable income.

The Company is generally subject to nondeductible federal excise taxes if it does not distribute to its shareholders an amount at least equal to the sum of (i) 98% of its net ordinary income for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which the Company paid no federal income tax. The Company may pay a 4% nondeductible federal excise tax on under-distribution of capital gains and net ordinary income.

 

20


 

2.

Significant Accounting Policies (continued)

The Company recognizes in its condensed financial statements the effect of a tax position when it is deemed more likely than not, based on the technical merits, that the position will be sustained upon examination. Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as tax expenses in the current year. The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes – Overall –Recognition, nor did it have any unrecognized tax benefits for the periods presented herein. Although the Company files federal and state tax returns, its major tax jurisdiction is federal.

Permanent book and tax basis differences are reclassified among the Company's capital accounts, as appropriate on an annual basis. Additionally, the tax character and amount of distributions is determined in accordance with the Code which differs from GAAP.

Reclassifications – As of March 31, 2018, the Company has revised its investment categories to reclassify investments that were previously categorized as Equity/Other to two new categories of Asset Based Finance and Equity/Other.  This revision better distinguishes between corporate equity investments and investments that are primarily collateralized by hard assets, financial assets or investments in specialty finance platforms that provide exposure to hard assets or financial assets.  The Company’s Asset Based Finance investments may be in the form of debt, equity, derivatives or private placement funds. The Company has adjusted the presentation of its asset categories for all periods presented to conform to the current period presentation.

The following table provides additional details of the fair value of investments reclassified by category as of December 31, 2017:

Asset Category

 

As Filed

December 31, 2017

 

 

Adjustments

 

 

Adjusted

December 31, 2017

 

Asset Based Finance

 

$

 

 

$

2,682,444

 

 

$

2,682,444

 

Equity/Other

 

 

6,850,126

 

 

 

(2,682,444

)

 

 

4,167,682

 

 

 

$

6,850,126

 

 

$

-

 

 

$

6,850,126

 

Recent Accounting Pronouncements  In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.  The ASU further clarifies how the predominance principle should be applied to cash receipts and payments relating to more than one class of cash flows. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017.  The ASU is to be applied retrospectively for each period presented. The Company adopted this ASU on January 1, 2018 and the adoption did not materially impact the Company’s statement of cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The guidance in this ASU supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this ASU and the related amendments on January 1, 2018 and the adoption did not materially impact the Company’s financial statements.

3.

Investments

The Company is engaged in a strategy to invest primarily in the debt of privately owned and thinly traded U.S. companies. The primary investment concentrations include (i) senior debt securities and (ii) subordinated debt securities. The Company’s investments may, in some cases, be accompanied by warrants, options or other forms of equity participation. The Company may separately purchase common or preferred equity interests, including non-controlling equity investments. Additionally, the Company may invest in convertible securities, derivatives and private investment funds. The Company may also co-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring jointly controlled or non-controlling interests in certain investments in conjunction with participation by one or more third parties in such investment. The fair value of the Company’s investments will generally fluctuate with, among other things, changes in prevailing interest rates, the general supply of, and demand for, debt capital among private and public companies, general domestic and global economic conditions, the condition of certain financial markets, developments or trends in any particular industry and changes in the financial condition and credit quality of each security’s issuer.

 

21


 

3.Investments (continued)

As of March 31, 2018 and December 31, 2017, the Company’s investment portfolio consisted of the following:

 

 

 

As of March 31, 2018

 

Asset Category

 

Amortized

Cost (1)

 

 

Fair

Value

 

 

Percentage

of Investment

Portfolio

 

 

Percentage

of Net Assets

 

Senior debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien senior secured loans

 

$

92,512,857

 

 

$

93,287,928

 

 

 

55.5

%

 

 

78.9

%

Second lien senior secured loans

 

 

32,605,486

 

 

 

33,255,385

 

 

 

19.8

 

 

 

28.1

 

Other senior secured debt

 

 

6,198,834

 

 

 

6,250,960

 

 

 

3.7

 

 

 

5.3

 

Total senior debt

 

 

131,317,177

 

 

 

132,794,273

 

 

 

79.0

 

 

 

112.3

 

Subordinated debt

 

 

26,940,795

 

 

 

27,215,076

 

 

 

16.2

 

 

 

23.1

 

Asset based finance

 

 

3,913,306

 

 

 

3,977,847

 

 

 

2.4

 

 

 

3.3

 

Equity/Other

 

 

4,077,925

 

 

 

4,016,867

 

 

 

2.4

 

 

 

3.4

 

Total investments

 

$

166,249,203

 

 

$

168,004,063

 

 

 

100.0

%

 

 

142.1

%

 

 

 

As of December 31, 2017

 

Asset Category

 

Amortized

Cost (1)

 

 

Fair

Value

 

 

Percentage of

Investment

Portfolio

 

 

Percentage of

Net Assets

 

Senior debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior secured loans - first lien

 

$

93,789,182

 

 

$

93,689,272

 

 

 

57.2

%

 

 

80.4

%

Senior secured loans - second lien

 

 

32,887,329

 

 

 

33,341,406

 

 

 

20.3

 

 

 

28.6

 

Other senior secured debt

 

 

6,017,741

 

 

 

6,060,052

 

 

 

3.7

 

 

 

5.2

 

Total senior debt

 

$

132,694,252

 

 

$

133,090,730

 

 

 

81.2

 

 

 

114.2

 

Subordinated debt

 

 

23,514,477

 

 

 

23,969,734

 

 

 

14.6

 

 

 

20.6

 

Asset based finance

 

 

2,689,166

 

 

 

2,682,444

 

 

 

1.6

 

 

 

2.3

 

Equity/Other

 

 

4,077,926

 

 

 

4,167,682

 

 

 

2.6

 

 

 

3.6

 

Total investments

 

$

162,975,821

 

 

$

163,910,590

 

 

 

100.0

%

 

 

140.7

%

 

 

(1)

Represents amortized costs for debt securities and costs for equity investments translated to U.S. dollars.

 

As of March 31, 2018 and December 31, 2017, none of the Company’s debt investments were on nonaccrual status.

 

 

22


 

3.Investments (continued)

 

The industry composition and geographic dispersion of the Company's investment portfolio as a percentage of total fair value of the Company’s investments as of March 31, 2018 and December 31, 2017 were as follows:

 

Industry Composition

 

As of March

31, 2018

 

 

As of December

31, 2017

 

Software & Services

 

 

20.2

%

 

 

21.9

%

Retailing

 

 

12.0

 

 

 

12.7

 

Capital Goods

 

 

11.7

 

 

 

14.9

 

Materials

 

 

13.6

 

 

 

14.8

 

Health Care Equipment & Services

 

 

5.7

 

 

 

5.7

 

Commercial & Professional Services

 

 

8.2

 

 

 

5.9

 

Media

 

 

2.5

 

 

 

4.7

 

Consumer Services

 

 

6.2

 

 

 

5.6

 

Transportation

 

 

7.1

 

 

 

6.2

 

Semiconductors & Semiconductor Equipment

 

 

1.9

 

 

2.0

 

Diversified Financials

 

 

1.6

 

 

1.6

 

Pharmaceuticals, Biotechnology & Life Sciences

 

 

1.0

 

 

 

1.0

 

Food & Staples Retailing

 

 

3.0

 

 

 

0.7

 

Consumer Durables & Apparel

 

 

1.2

 

 

 

0.6

 

Insurance

 

 

0.8

 

 

 

0.8

 

Telecommunications Services

 

 

0.3

 

 

 

 

Technology Hardware & Equipment

 

 

2.8

 

 

 

0.8

 

Food, Beverage & Tobacco

 

 

0.1

 

 

 

0.1

 

Energy

 

 

0.1

 

 

 

 

Total

 

 

100.0

%

 

 

100.0

%

 

Geographic Dispersion(1)

 

March

31, 2018

 

 

December

31, 2017

 

United States

 

 

87.5

%

 

 

87.6

%

Canada

 

 

4.3

 

 

4.5

 

Luxembourg

 

 

 

 

2.1

 

Netherlands

 

 

3.2

 

 

2.4

 

Cayman Islands

 

 

1.6

 

 

1.7

 

United Kingdom

 

 

1.7

 

 

1.7

 

France

 

 

0.9

 

 

 

 

Ireland

 

 

0.8

 

 

 

 

Total

 

 

100.0

%

 

 

100.0

%

 

(1)

The geographic dispersion is determined by the portfolio company’s country of domicile or the jurisdiction of the security’s issuer.

All investments held at March 31, 2018 were denominated in U.S. dollars except for four investments, which were denominated in Canadian dollars, Euros and British Pound Sterling and represented 4.4% of the investment portfolio.  All investments held at December 31, 2017 were denominated in U.S. dollars except for one investment, which was denominated in Canadian dollars and represented 2.7% of the investment portfolio.  

4.

Derivative Instruments

 

The following is a summary of the fair value and location of the Company’s derivative instruments in the condensed statements of assets and liabilities held as of March 31, 2018 and December 31, 2017:

 

 

 

 

 

Fair Value

 

Derivative Instrument

 

Statement Location

 

March 31, 2018

 

 

December 31, 2017

 

Foreign currency forward contracts

 

Unrealized appreciation on foreign currency forward contracts

 

$

185,732

 

 

$

96,091

 

Total

 

 

 

$

185,732

 

 

$

96,091

 

 

 

23


 

4.

Derivative Instruments (continued)

 

Net unrealized gains and losses on derivative instruments recorded by the Company for the three months ended March 31, 2018 are in the following locations in the condensed statements of operations:

 

 

 

 

 

Net Unrealized Gains (Losses)

 

 

 

 

 

Three Months Ended

March 31,

 

Derivative Instrument

 

Statement Location

 

2018

 

Foreign currency forward

   contracts

 

Net change in unrealized appreciation on foreign currency forward contracts

 

$

89,641

 

Total

 

 

 

$

89,641

 

 

There were no unrealized gains and losses on derivatives for the three months ended March 31, 2017.

 

Foreign Currency Forward Contracts

 

The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.  

 

The Company was a party to one foreign currency forward contract during the period which related to economic hedging of the Company’s foreign currency denominated debt investments. As of March 31, 2018 and December 31, 2017, the Company’s open foreign currency forward contract was as follows:

Foreign Currency

 

Settlement Date

 

Counterparty

 

Notional Amount and Transaction

 

US $ Value at

Settlement

Date

 

 

US $ Value at

March 31, 2018

 

 

Unrealized

Appreciation

 

 

CAD

 

Oct. 10, 2019

 

JP Morgan Chase Bank

 

C$

5,690,000 Sold

 

$

4,642,061

 

 

$

4,456,329

 

 

$

185,732

 

 

Total

 

 

 

 

 

 

 

 

$

4,642,061

 

 

$

4,456,329

 

 

$

185,732

 

 

 

Foreign Currency

 

Settlement Date

 

Counterparty

 

Notional Amount and Transaction

 

US $ Value at

Settlement Date

 

 

US $ Value at

December 31, 2017

 

 

Unrealized

Appreciation

Net Assets

 

CAD

 

Oct 10, 2019

 

JP Morgan Chase Bank

 

C$

5,690,000 Sold

 

$

4,642,061

 

 

$

4,545,970

 

 

$

96,091

 

Total

 

 

 

 

 

 

 

 

$

4,642,061

 

 

$

4,545,970

 

 

$

96,091

 

 

The tables below display the Company’s foreign currency denominated debt investment and foreign currency forward contract as of March 31, 2018 and December 31, 2017.

 

 

Debt Investments Denominated in Foreign Currencies

as of March 31, 2018

 

 

Hedges

as of March 31, 2018

 

 

Par Value in Local Currency

 

 

Par Value in U.S. Dollars

 

 

Fair Value

 

 

Net Foreign Currency Hedge Amount in Local Currency

 

 

Net Foreign Currency Hedge Amount in U.S. Dollars

 

Canadian Dollars

C$

 

5,688,847

 

 

$

4,610,919

 

 

$

4,374,824

 

 

C$

 

5,690,000

 

 

$

4,456,329

 

Total

 

 

 

 

 

$

4,610,919

 

 

$

4,374,824

 

 

 

 

 

 

 

$

4,456,329

 

 

 

Debt Investments Denominated in Foreign Currencies

as of December 31, 2017

 

 

Hedges

as of December 31, 2017

 

 

Par Value in Local Currency

 

 

Par Value in U.S. Dollars

 

 

Fair Value

 

 

Net Foreign Currency Hedge Amount in Local Currency

 

 

Net Foreign Currency Hedge Amount in U.S. Dollars

 

Canadian Dollars

C$

 

5,688,847

 

 

$

4,608,012

 

 

$

4,411,712

 

 

C$

 

5,690,000

 

 

$

4,545,970

 

Total

 

 

 

 

 

$

4,608,012

 

 

$

4,411,712

 

 

 

 

 

 

 

$

4,545,970

 

 

24


 

 

5.

Fair Value of Financial Instruments

 

The Company’s investments were categorized in the fair value hierarchy described in Note 2. “Significant Accounting Policies”, as follows as of March 31, 2018 and December 31, 2017:

 

 

 

March 31, 2018

 

Description

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Senior debt

 

$

 

 

$

91,658,509

 

 

$

41,135,764

 

 

$

132,794,273

 

Subordinated debt

 

 

 

 

 

27,215,076

 

 

 

 

 

 

27,215,076

 

Asset based finance

 

 

 

 

 

 

 

 

3,977,847

 

 

 

3,977,847

 

Equity/Other

 

 

1,209,486

 

 

 

 

 

 

2,807,381

 

 

 

4,016,867

 

Total investments

 

$

1,209,486

 

 

$

118,873,585

 

 

$

47,920,992

 

 

$

168,004,063

 

 

 

 

December 31, 2017

 

Description

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Senior debt

 

$

 

 

$

101,066,380

 

 

$

32,024,350

 

 

$

133,090,730

 

Subordinated debt

 

 

 

 

 

23,969,734

 

 

 

 

 

 

23,969,734

 

Asset based finance

 

 

 

 

 

 

 

 

2,682,444

 

 

 

2,682,444

 

Equity/Other

 

 

1,353,410

 

 

 

 

 

 

2,814,272

 

 

 

4,167,682

 

Total investments

 

$

1,353,410

 

 

$

125,036,114

 

 

$

37,521,066

 

 

$

163,910,590

 

 

In addition, the Company had one derivative, as described in Note 4. “Derivative Instruments,” which was categorized as Level 2 in the fair value hierarchy as of March 31, 2018 and December 31, 2017.

There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2018 and year ended December 31, 2017. The carrying value of cash is classified as Level 1 with respect to the fair value hierarchy. At March 31, 2018, the Company held 27 distinct investment positions classified as Level 3, representing an aggregate fair value of $47.9 million or 28.5% of the total investment portfolio. At December 31, 2017, the Company held 21 distinct investment positions classified as Level 3, representing an aggregate fair value of $37.5 million or 22.9% of the total investment portfolio. The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of March 31, 2018 and December 31, 2017 were as follows:

 

As of March 31, 2018

Asset Group

 

Fair Value (1)

 

 

Valuation Techniques

 

Unobservable Inputs

 

Range

(Weighted Average) (2)

 

Impact to

Valuation from

an Increase in

Input (3)

Senior Debt

 

$

41,135,764

 

 

Discounted Cash Flow

 

Discount Rate

 

8.71% - 12.72% (10.17%)

 

Decrease

Asset Based Finance

 

$

3,977,847

 

 

Discounted Cash Flow

 

Discount Rate

 

10.52% (10.52%)

 

Decrease

Equity/Other

 

 

2,730,948

 

 

Discounted Cash Flow

 

Discount Rate

 

14.68% (14.68%)

 

Decrease

 

 

 

76,433

 

 

Market Comparables

 

EBITDA Multiple

Illiquidity Discount

Discount Rate

 

8.78x - 10.07x (9.43x)

10.00% (10.00%)

11.00% (11.00%)

 

Increase

Decrease

Decrease

Total

 

$

47,920,992

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017

Asset

Group

 

Fair

Value (1)

 

 

Valuation

Techniques

 

Unobservable Inputs

 

Range

(Weighted

Average) (2)

 

Impact to

Valuation from

an Increase

in Input (3)

Senior Debt

 

$

32,024,350

 

 

Discounted Cash Flow

 

Discount Rate

 

7.52% - 12.32% (9.87%)

 

Decrease

Asset Based Finance

 

$

2,682,444

 

 

Discounted Cash Flow

 

Discount Rate

 

17.79% (17.79%)

 

Decrease

Equity/Other

 

 

2,756,496

 

 

Discounted Cash Flow

 

Discount Rate

 

13.81% (13.81%)

 

Decrease

 

 

 

57,776

 

 

Discounted Cash Flow

 

Discount Rate

 

11.02% (11.02%)

 

Decrease

 

 

 

 

 

 

Market Comparables

 

EBITDA Multiple

 

9.26x - 10.32x (9.79x)

 

Increase

 

 

 

 

 

 

 

 

Illiquidity Discount

 

10.00% (10.00%)

 

Decrease

Total

 

$

37,521,066

 

 

 

 

 

 

 

 

 

 

 

25


 

5.Fair Value of Financial Instruments (continued)

 

(1)

Certain investments may be valued at cost for a period of time after an acquisition as the best indicator of fair value.

(2)

Weighted average amounts are based on the estimated fair values.

(3)

This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.

The preceding tables represent the significant unobservable inputs as they relate to the Company’s determination of fair values for the majority of its investments categorized within Level 3 as of March 31, 2018 and December 31, 2017. In addition to the techniques and inputs noted in the table above, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the fair value estimates for the Company’s investments. Any significant increases or decreases in the unobservable inputs would result in significant increases or decreases in the fair value of the Company’s investments.

Investments that do not have a readily available market value are valued utilizing a market approach, an income approach (i.e. discounted cash flow approach), or both approaches, as appropriate. The market comparables approach uses prices, including third party indicative broker quotes, and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) that are discounted based on a required or expected discount rate to derive a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors the Company may take into account to determine the fair value of its investments include, as relevant: available current market data, including an assessment of the credit quality of the security’s issuer, relevant and applicable market trading and transaction comparables, applicable market yields and multiples, illiquidity discounts, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, data derived from merger and acquisition activities for comparable companies, and enterprise values, among other factors.

The following tables provide reconciliations for the three months ended March 31, 2018 and year ended December 31, 2017 of investments for which Level 3 inputs were used in determining fair value:

 

 

 

Three Months Ended March 31, 2018

 

 

 

Senior Debt

 

 

Asset Based Finance

 

 

Equity/Other

 

 

Total

 

Fair value balance as of January 1, 2018

 

$

32,024,350

 

 

$

2,682,444

 

 

$

2,814,272

 

 

$

37,521,066

 

Additions (1)

 

 

9,080,168

 

 

 

1,224,140

 

 

 

 

 

 

10,304,308

 

Net realized gains (losses) (2)

 

 

2,800

 

 

 

 

 

 

 

 

 

2,800

 

Net change in unrealized appreciation (depreciation) (3)

 

 

237,400

 

 

 

71,263

 

 

 

(6,891

)

 

 

301,772

 

Sales or repayments (4)

 

 

(234,687

)

 

 

 

 

 

 

 

 

(234,687

)

Net discount accretion

 

 

25,733

 

 

 

 

 

 

 

 

 

25,733

 

Fair value balance as of March 31, 2018

 

$

41,135,764

 

 

$

3,977,847

 

 

$

2,807,381

 

 

$

47,920,992

 

Change in net unrealized appreciation (depreciation)

  in investments still held as of March  31, 2018 (3)

 

$

239,737

 

 

$

71,263

 

 

$

(6,891

)

 

$

304,109

 

 

 

 

Year Ended December 31, 2017

 

 

 

Senior

 

 

Asset Based

 

 

 

 

 

 

 

 

 

 

 

Debt

 

 

Finance

 

 

Equity/Other

 

 

Total

 

Fair value balance as of January 1, 2017

 

$

615,616

 

 

$

 

 

$

57,548

 

 

$

673,164

 

Additions (1)

 

 

33,448,497

 

 

 

2,682,444

 

 

 

3,018,417

 

 

 

39,149,358

 

Net realized gains (losses) (2)

 

 

2,119

 

 

 

 

 

 

 

 

 

2,119

 

Net change in unrealized appreciation (depreciation) (3)

 

 

(87,705

)

 

 

 

 

 

(38,132

)

 

 

(125,837

)

Sales or repayments (4)

 

 

(1,979,466

)

 

 

 

 

 

(223,561

)

 

 

(2,203,027

)

Net discount accretion

 

 

25,289

 

 

 

 

 

 

 

 

 

25,289

 

Fair value balance as of December 31, 2017

 

$

32,024,350

 

 

$

2,682,444

 

 

$

2,814,272

 

 

$

37,521,066

 

Change in net unrealized appreciation (depreciation)

in investments still held as of December 31, 2017 (3)

 

$

(87,705

)

 

$

 

 

 

$

(38,132

)

 

$

(125,837

)

 

 

26


 

5.Fair Value of Financial Instruments (continued)

 

(1)

Includes increases in the cost basis of investments resulting from new and add-on portfolio investments.

(2)

Included in net realized gain (loss) in the statements of operations.

(3)    Included in net change in unrealized appreciation (depreciation) in the statement of operations.

(4)    Includes principal payments/paydowns on debt investments and proceeds from sale of investments.

No securities were transferred into or out of the Level 3 hierarchy during the three months ended March 31, 2018. All realized and unrealized gains and losses are included in earnings and are reported as separate line items within the Company’s statement of operations.

6.

Related Party Transactions

As of March 31, 2018 and December 31, 2017, the Former Advisors owned 4% of the Company’s outstanding shares. CNL is an affiliate of CNL Financial Group, Inc. (“CFG”).  All of the Company’s executive officers as of March 31, 2018 and December 31, 2017 also served as executive officers of CNL and/or other CFG affiliates.  

The Former Advisors received distributions from the Company of $81,283 for each of the three months ended March 31, 2018 and 2017, respectively.  

The Company was a party to a managing dealer agreement with CNL Securities Corp., an affiliate of CNL. CNL Securities Corp. which served as the managing dealer (the “Managing Dealer”) of the Company’s Offering and in connection therewith received up-front selling commissions of up to 2.00% of gross offering proceeds, up-front dealer manager fees of up to 2.75% of gross offering proceeds and ongoing distribution and shareholder servicing fees at an annualized rate of 1.25% of the Company’s most recently published net asset value per share, excluding shares issued through the distribution reinvestment plan. All or any portion of these fees were re-allowed to participating brokers.

On March 16, 2017, the board of trustees approved an amended and restated managing dealer agreement (the “Managing Dealer Agreement”) between the Company and the Managing Dealer and approved an amended and restated distribution and shareholder servicing plan for the Company (the “Distribution and Shareholder Servicing Plan”) which lowered the ongoing distribution and shareholder servicing fee paid to the Managing Dealer from an annualized rate of 1.25% to an annualized rate of 1.00% of the Company’s net asset value per share.  On April 9, 2018, the Managing Dealer Agreement and the Distribution and Shareholder Servicing Plan were terminated effective April 30, 2018, as further described in Note 13. “Subsequent Events.”

The Company was a party to an investment advisory agreement with CNL (the “Former Investment Advisory Agreement”) for the overall management of the Company’s activities. CNL was a party to a sub-advisory agreement with KKR (the “Former Sub-Advisory Agreement”), under which KKR was responsible for the day-to-day management of the Company’s investment portfolio. Pursuant to the Former Investment Advisory Agreement, CNL earned (i) a management fee equal to an annual rate of 2% of the Company’s average gross assets, and (ii) an incentive fee based on the Company’s performance. The incentive fee consisted of (i) a subordinated incentive fee on income and (ii) an incentive fee on capital gains. CNL compensated KKR for advisory services that it provided to the Company with 50% of the fees that CNL received under the Investment Advisory Agreement.  

A subordinated incentive fee on income was payable to the Former Advisors each calendar quarter if the Company’s pre-incentive fee net investment fee income (as defined in the Former Investment Advisory Agreement and approved by the Company’s board of trustees) exceeded the 1.75% quarterly preference return to the Company’s shareholders (the ratio of pre-incentive fee net investment income divided by average adjusted capital).  The Company did not incur any subordinated incentive fee on income during the three months ended March 31, 2018 and 2017.

The annual incentive fees on capital gains recorded for GAAP purposes are equal to (i) 20% of the Company’s realized and unrealized capital gains on a cumulative basis since inception, net of all realized capital losses and unrealized depreciation on a cumulative basis from inception, less (ii) the aggregate amount of any previously paid incentive fees on capital gains. For financial reporting purposes, in accordance with GAAP, the Company includes unrealized appreciation on the investment portfolio in the calculation of incentive fees on capital gains; however, such amounts are not payable by the Company unless and until the net unrealized appreciation is actually realized. The actual amount of incentive fees on capital gains that are due and payable to the Former Advisors is determined at the end of the calendar year. The Company had accrued $0.5 million as incentive fees payable on capital gains as of March 31, 2018.

As further described in Note 13. “Subsequent Events,” on April 9, 2018, the Company terminated the Former Investment Advisory Agreement and concurrently entered into a new investment advisory agreement with the Joint Advisor (the “Joint Advisor Investment Advisory Agreement”).  

 

27


 

6.Related Party Transactions (continued)

Under the terms of the Former Investment Advisory Agreement, CNL (and indirectly KKR) was entitled to receive up to 1.5% of gross offering proceeds as reimbursement for organization and offering expenses incurred by the Former Advisors on behalf of the Company. The Former Advisors had incurred organization and offering costs of approximately $5.4 million as of March 31, 2018 on behalf of the Company. The Former Advisors waived the reimbursement of organization and offering expenses in connection with the Company’s gross capital raise received from the Offering from March 1, 2016 (when the Company satisfied the minimum offering requirement) through April 30, 2017 (the “O&O Reimbursement Waiver”). The O&O Reimbursement Waiver did not reduce the amount of organization and offering expenses incurred by the Former Advisors that were eligible for reimbursement in future periods based on subsequent gross capital raised by the Company after April 30, 2017. Gross capital raised by the Company after April 30, 2017 was subject to the maximum organization and offering cost reimbursement of 1.5%. The Former Advisors were entitled to reimbursement of approximately $0.4 million of organization and offering costs for gross capital raised for the period May 1, 2017 through March 31, 2018, all of which had been reimbursed to the Former Advisors as of March 31, 2018. A contingent obligation for the balance of organization and offering costs, subject to reimbursement based on future gross proceeds raised assuming a reinstatement of the Company’s Offering, was approximately $5.0 million as of March 31, 2018.

As further described in Note 13. “Subsequent Events,” on April 30, 2018, the Company terminated its Offering and in conjunction therewith, the Former Advisors agreed to permanently waive their rights to receive reimbursement of approximately $5.0 million of organization and offering expenses that they had incurred on the Company’s behalf.

The Company was a party to an administrative services agreement with CNL (“Former Administrative Services Agreement”), under which CNL performed, or oversaw the performance of, various administrative services on behalf of the Company. Administrative services included investor services, general ledger accounting, fund accounting, maintaining required financial records, calculating the Company's net asset value, filing tax returns, preparing and filing SEC reports, preparing, printing, and disseminating shareholder reports and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others. The Company reimbursed CNL for administrative expenses it incurred in performing its obligations.  The Company terminated the Former Administrative Services Agreement with CNL on April 9, 2018 and concurrently entered into a new Joint Administrative Services Agreement with the Joint Advisor, as further described in Note 13. “Subsequent Events.”

In addition, under the terms of the Former Investment Advisory Agreement, the Former Advisors were entitled to reimbursement of certain expenses incurred on behalf of the Company including expenses incurred in connection with its investment operations and investment transactions.  

The Company was a party to an Expense Support and Conditional Reimbursement Agreement, as amended and restated (the “Former Expense Support Agreement”) with the Former Advisors pursuant to which the Former Advisors jointly and severally agreed to pay to the Company some or all of its operating expenses (an “Expense Support Payment”) for each month during the Former Expense Support Payment Period (as defined below) in which the Company’s board of trustees declared a distribution to its shareholders.  Expense Support Payments were made in accordance with the terms of the Expense Support Agreement.  The “Expense Support Payment Period” commenced on March 1, 2016 and terminated effective with the termination of the Former Expense Support Agreement on April 9, 2018, as further described in Note 13. “Subsequent Events.” The Former Advisors were entitled to be reimbursed promptly by the Company (a “Reimbursement Payment”) for Expense Support Payments made with respect to any class of common stock, subject to the limitation that no Reimbursement Payment may be made by the Company to the extent that it would cause the Company’s Other Operating Expenses (as defined in the Former Expense Support Agreement) for such class of common stock to exceed the lesser of (A) 1.75% of average net assets attributable to common shares on an annualized basis after taking such payment into account and (B) the percentage of average net assets attributable to shares of such class of common stock represented by Other Operating Expenses (as defined in the Former Expense Support Agreement) during the period in which such Expense Support Payment from the Former Advisors was made (provided, however, that this clause (B) did not apply to any reimbursement payment which related to an Expense Support Payment from the Former Advisors made during the same period).

 

28


 

6.Related Party Transactions (continued)

Related party fees and expenses incurred on behalf of the Company during the three months ended March 31, 2018 and 2017 are summarized below:

 

 

 

 

Three Months Ended

March 31,

 

 

Related Party

 

Source Agreement & Description

 

2018

 

 

2017

 

 

CNL Securities

   Corp.

 

Managing Dealer Agreement:

Up-front selling commissions and dealer manager fees

 

$

61,346

 

 

$

1,210,725

 

 

 

 

Distribution and shareholder servicing fees

 

 

281,770

 

 

 

199,686

 

 

CNL and KKR

 

Investment Advisory Agreement:

Base management fees (investment advisory fees) (1)

 

 

889,708

 

 

 

370,099

 

 

 

 

Incentive fee on capital gains (3)

 

 

216,583

 

 

 

37,819

 

 

 

 

Organization and offering expense reimbursement

 

 

19,973

 

 

 

 

KKR

 

Investment Sub-Advisory Agreement:

Investment expenses reimbursement (1)(2)

 

 

4,136

 

 

 

2,783

 

 

CNL

 

Administrative Services Agreement:

Administrative and compliance services (1)

 

 

156,982

 

 

 

137,567

 

 

CNL and KKR

 

Expense Support Provided

 

 

(585,607

)

 

 

(657,974

)

 

 

(1)

Expenses subject to Expense Support.

(2)

Includes reimbursement of fees related to transactional expenses for prospective investments, including fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs.  Broken deal costs were approximately $2,907 and $2,036 for the three ended March 31, 2018 and 2017, respectively.

(3)

Incentive fees on capital gains are included in performance-based incentive fees in the condensed statements of operations. The following table provides additional details for the incentive fee on capital gains for the three months ended March 31, 2018 and 2017:

 

 

 

Three Months Ended

March 31,

 

 

Incentive fee on Capital Gains

 

2018

 

 

2017

 

 

Accrued incentive fee as of January 1,

 

$

279,397

 

 

$

167,068

 

 

Incentive fee on capital gains during the three

   months ended March 31,

 

 

216,583

 

 

 

37,819

 

 

Less: Incentive fee on capital gains paid to the Advisors

   during the three months ended March 31,

 

 

 

 

 

Accrued incentive fee as of March 31,

 

 

495,980

 

 

 

204,887

 

 

Less: Accrued incentive fee on capital gains attributable to

   unrealized gains as of March 31,

 

 

(495,980

)

 

 

(204,887

)

 

Incentive fee on capital gains earned by and payable to the

   Advisors as of March 31,

 

$

 

 

$

 

 

 

As of March 31, 2018, the amount of Expense Support Payments provided by the Former Advisors since inception is approximately $5.4 million.  Management believed that reimbursement payments by the Company to the Former Advisors were not probable under the terms of the Expense Support Agreements as of March 31, 2018.  As described further in Note 13. “Subsequent Events,” the Former Advisors waived their right to reimbursement of Expense Support Payments described above of approximately $5.4 million  effective April 30, 2018.

 


 

29


 

6.Related Party Transactions (continued)

The following table presents amounts due to Advisors as of March 31, 2018 and December 31, 2017:

 

 

 

March 31, 2018

 

 

December 31, 2017

 

Due from the Advisors:

 

 

 

 

 

 

 

 

Expense support

 

$

190,587

 

 

$

491,992

 

Total due from Advisors

 

 

190,587

 

 

 

491,992

 

 

 

 

 

 

 

 

 

 

Due to the Advisors:

 

 

 

 

 

 

 

 

Base management fees (investment advisory fees)

 

 

588,876

 

 

 

556,378

 

Operating expense reimbursement

 

 

101,941

 

 

 

145,763

 

Offering expense reimbursement

 

 

 

 

77,012

 

Total due to Advisors

 

 

690,817

 

 

 

779,153

 

Net due (to) from Advisors

 

$

(500,230

)

 

$

(287,161

)

 

Indemnification - The Former Investment Advisory Agreement, the Former Sub-Advisory Agreement and the Former Administrative Services Agreement each contained certain indemnification provisions in favor of the Former Advisors, their respective directors, officers, associated persons, and their affiliates. The Managing Dealer Agreement contained certain indemnification provisions in favor of the managing dealer and each participating broker and their respective officers, directors, partners, employees, associated persons, agents and control persons. In addition, the Company’s declaration of trust contains certain indemnification provisions in favor of the Company’s officers, trustees, agents, and certain other persons. As of March 31, 2018, management believed that the risk of incurring any losses for such indemnification was remote.  As described further in Note 13. “Subsequent Events,” the Company terminated all agreements with the Former Advisors.

 

7.

Distributions

The Company’s board of trustees declared distributions of $0.011250 per share for 13 weekly record dates beginning on January 2, 2018 through and including March 27, 2018. Distributions were paid on January 31, 2018, February 28, 2018, and March 28, 2018.

The total and the sources of declared distributions on a GAAP basis for the three months ended March 31, 2018 and 2017 are presented in the tables below.

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

 

 

Per Share

 

 

Amount

 

 

Allocation

 

 

Per Share

 

 

Amount

 

 

Allocation

 

Total Declared Distributions

 

$

0.15

 

 

$

1,867,706

 

 

 

100.0

%

 

$

0.15

 

 

$

1,020,988

 

 

 

100.0

%

From net investment income

 

 

0.09

 

 

 

1,190,926

 

 

 

63.8

%

 

 

0.09

 

 

 

620,170

 

 

 

60.7

%

From net realized gains

 

 

0.02

 

 

 

159,212

 

 

 

8.5

%

 

 

0.02

 

 

 

163,374

 

 

 

16.0

%

Distributions in excess of net investment

   income

 

 

0.04

 

 

 

517,568

 

 

 

27.7

%

 

 

0.04

 

 

 

237,444

 

 

 

23.3

%

 

Net investment income includes Expense Support Payments of $585,607 and $657,974 which supported distributions of $1,867,706 and $1,020,988 during the three months ended March 31, 2018 and 2017, respectively.  Sources of distributions, other than net investment income and realized gains on a GAAP basis, include (i) the ordinary income component of prior year tax basis undistributed earnings and (ii) required adjustments to GAAP net investment income and realized gains in the current period to determine taxable income available for distributions. The following table summarizes the primary sources of differences between (i) GAAP net investment income and realized gains and (ii) taxable income available for distributions that contribute to tax-related distributions in excess of net investment income for the three months ended March 31, 2018 and 2017.  


 

30


 

7.

Distributions (continued)

 

Three Months Ended March 31,

 

2018(1)

 

 

2017 (1)

 

Ordinary income component of tax basis undistributed

   earnings

 

$

317,319

 

 

$

222,589

 

Unearned performance-based incentive fees on unrealized

   gains

 

 

216,583

 

 

 

37,819

 

Marked-to-market foreign exchange forward contacts

 

 

89,641

 

 

 

Organization and offering expenses

 

 

16,553

 

 

 

Distribution and shareholder servicing fees

 

 

281,770

 

 

 

199,686

 

Total (1)

 

$

921,866

 

 

$

460,094

 

 

(1)

The above table does not represent all adjustments to calculate taxable income available for distributions.

For the three months ended March 31, 2018, the tax-related sources of distributions of $921,866 were greater than the distributions in excess of net investment income of $517,568.  As a result, the Company estimates that none of the distributions declared during the three months ended March 31, 2018 would be classified as a tax basis return of capital.  None of the distributions declared during the three months ended March 31, 2017 were classified as a tax basis return of capital.

8.

Fee Income

Fee income, which is nonrecurring, consisted of the following:

 

 

Three Months Ended

March 31,

 

Fee Income

 

2018

 

 

2017

 

Capital structuring fees

 

$

39,345

 

 

$

-

 

Amendment fees

 

 

984

 

 

 

21,261

 

Consent fees

 

 

 

 

 

1,112

 

Other

 

 

1,358

 

 

 

 

Total

 

$

41,687

 

 

$

22,373

 

 

9.

Share Transactions

 

The following table summarizes the total shares issued and proceeds received in connection with the Company’s Offering

for the three months ended March 31, 2018 and 2017.

 

 

 

Three Months Ended March 31,

 

 

 

2018(1)

 

 

2017

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Gross proceeds

 

 

136,070

 

 

$

1,331,500

 

 

 

2,633,597

 

 

$

25,760,948

 

Up-front selling commissions and dealer manager fees

 

 

 

 

(61,346

)

 

 

 

 

(1,210,725

)

Net proceeds to company

 

 

136,070

 

 

 

1,270,154

 

 

 

2,633,597

 

 

 

24,550,223

 

Reinvestment of distributions

 

 

99,684

 

 

 

930,498

 

 

 

65,902

 

 

 

613,698

 

Net proceeds

 

 

235,754

 

 

 

2,200,652

 

 

 

2,699,499

 

 

$

25,163,921

 

Average net proceeds per share

 

$9.33

 

 

$9.32

 

 

 

(1)

The Company suspended its Offering to new investors effective January 10, 2018.  However, the Company continues to issue new shares under its distribution reinvestment plan.  

On February 7, 2017, the Company’s board of trustees increased the public offering price of the Company’s continuous public offering of common stock from $9.75 per share to $9.80 per share. This increase in the Company’s public offering price became effective as of February 7, 2017. As a result of the increase in the Company’s public offering per share, the Company’s maximum sales load per share and the net proceeds per share correspondingly increased from $0.463 to $0.466 and from $9.29 to $9.33, respectively.


 

31


 

9.

Share Transactions (continued)

From inception through the suspension of the Company’s Offering on January 10, 2018, the Company raised gross proceeds of approximately $123.6 million (12.8 million shares) through its Offering, including approximately $3.4 million (0.4 million shares) through its distribution reinvestment plan. Following the suspension of its Offering, the Company has and will continue to issue shares pursuant to its distribution reinvestment plan. From the suspension of its Offering through March 31, 2018, the Company had issued approximately $0.9 million (0.1 million shares) through its distribution reinvestment plan. The Company terminated its Offering effective April 30, 2018 as described in Note 13. “Subsequent Events.”

The Company conducts quarterly tender offers pursuant to its share repurchase program. The Company currently limits the number of shares to be repurchased during any calendar year to the number of shares it can repurchase with the proceeds it receives from the issuance of shares of its common stock under is distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from the sale of investments as the end of the applicable period to repurchase shares. The Company limits repurchases in each quarter to 2.5% of the weighted average number of shares of common stock outstanding. The Company’s board of directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice.

The following table is a summary of the share repurchases completed as of March 31, 2018.

 

Repurchase Date

 

Total Number of Shares Offered to Repurchase

 

 

Total Number of Shares Repurchased

 

 

Total Consideration

 

 

No. of Shares Repurchased/Total Offer

 

 

Price Paid Per Share

 

Feb. 20, 2018

 

 

249,708

 

 

 

91,276

 

 

$

839,740

 

 

 

37

%

 

$

9.20

 

 

10.

Borrowings

 

On July 14, 2017, the Company entered into a senior secured revolving credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility (the “Revolving Credit Facility”) consisting of loans to be made in dollars and other foreign currencies in an initial aggregate principal amount of $70 million.

 

Under the Revolving Credit Facility, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities.  The Company was in compliance with all covenants required by the Revolving Credit Facility as of March 31, 2018.

As of March 31, 2018 and December 31, 2017, the principal amount outstanding on the Revolving Credit Facility was approximately $60.2 million and $53.0 million, respectively.  Of the $60.2 million principal outstanding as of March 31, 2018, approximately $2.7 million and $0.5 million were denominated in Euros and British Pound Sterling, respectively. There were no borrowings denominated in foreign currencies as of December 31, 2017.

The components of interest expense, average interest rates (i.e., base interest rate in effect plus the spread) and average outstanding balances for the Revolving Credit Facility for the three months ended March 31, 2018 and 2017 were as follows:

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Interest Expense

 

$

593,049

 

 

 

 

Unused commitment fees

 

 

19,876

 

 

 

 

Amortization of deferred financing costs

 

 

25,303

 

 

 

 

Total interest expense

 

$

638,228

 

 

$

 

Weighted average interest rate

 

 

4.5

%

 

 

 

Average borrowings

 

$

54,098,948

 

 

$

 

 

The weighted average stated interest rate and weighted average remaining years to maturity of the Company’s outstanding borrowings as of March 31, 2018 were approximately 4.5% and 2.3 years, respectively.

 

 

32


 

11.

Commitments & Contingencies

Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s condensed statements of assets and liabilities.  Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.  The Company has sufficient liquidity to fund these commitments.  As of March 31, 2018, the Company’s unfunded commitments consisted of the following:

 

 

 

 

 

Category / Portfolio Company

 

 

 

 

Unfunded Term Loan Commitments:

 

 

 

 

   Access CIG, LLC

 

$

33,056

 

   Berner Food & Beverage, LLC

 

 

2,623,017

 

   Frontline Technologies Group, LLC

 

 

889,323

 

   ID Verde (1)

 

 

333,428

 

   Revere Superior Holdings, Inc.

 

 

646,290

 

  Wheels Up Partners, LLC

 

 

1,654,383

 

Unfunded Revolving Loan Commitments:

 

 

 

 

   Revere Superior Holdings, Inc.

 

 

319,150

 

   SMART Global Holdings, Inc.

 

 

96,463

 

Bridge Loan Commitments:

 

 

 

 

    Ply Gem Holdings, Inc.

 

 

5,624,770

 

Asset Based Finance:

 

 

 

 

     KKR Zeno Aggregator, LP

 

 

5,573,280

 

Unfunded Equity Commitments:

 

 

 

 

Polyconcept North America

 

 

25,737

 

Total Unfunded Commitments

 

$

17,818,897

 

 

(1) Local currency commitment amount is denominated in Euros. As of March 31, 2018, €1 equaled approximately US $1.23.  

 

The Company funds its commitments as it receives funding notices from the portfolio companies.  At March 31, 2018, the Company’s unfunded commitments have a fair value of $(17,391).

As of March 31, 2018, the Company had contingent obligations to reimburse its Former Advisors for approximately $5.4 million and $5.0 million of expense support and organization and offering expenses, respectively. On April 30, 2018, the Former Advisors agreed to permanently waive the Company’s obligation to reimburse the Former Advisors approximately $5.4 million in expense support payments not previously reimbursed under the Former Expense Support Agreement and approximately $5.0 million of organization and offering expenses that they had incurred on the Company’s behalf. See Note 6. “Related Party Transactions” and Note 13. “Subsequent Events”.

In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company had no such guarantees outstanding as of March 31, 2018.    

 


 

33


 

12.Financial Highlights

The following is a schedule of financial highlights for one share of common stock during the three months ended March 31, 2018 and 2017.  

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

OPERATING PERFORMANCE PER SHARE

 

 

 

 

 

 

 

 

Net Asset Value, Beginning of Period

 

$

9.20

 

 

$

9.26

 

Net investment income (loss), before expense support (1)

 

 

0.05

 

 

 

(0.01

)

Expense support(1)

 

 

0.04

 

 

 

0.09

 

Net investment income(1)

 

 

0.09

 

 

 

0.08

 

Net realized and unrealized gains(1)(2)

 

 

0.10

 

 

 

0.04

 

Net increase resulting from investment operations

 

 

0.19

 

 

 

0.12

 

Distributions from net investment income(3)

 

 

(0.09

)

 

 

(0.09

)

Distributions from net realized gains(3)

 

 

(0.02

)

 

 

(0.02

)

Distributions in excess of net investment income (3)(4)

 

 

(0.04

)

 

 

(0.04

)

Net decrease resulting from distributions to common

   shareholders

 

 

(0.15

)

 

 

(0.15

)

Issuance of common stock above net asset value (5)

 

 

 

 

 

0.02

 

Net increase resulting from capital share transactions

 

 

 

 

 

0.02

 

Net Asset Value, End of Period

 

$

9.24

 

 

$

9.25

 

 

 

 

 

 

 

 

 

 

OPERATING PERFORMANCE PER SHARE

 

 

 

 

 

 

 

 

Total Investment Return-Net Price(6)

 

 

0.5

%

 

 

1.2

%

Total Investment Return-Net Asset Value(7)

 

 

2.0

%

 

 

1.5

%

 

 

 

 

 

 

 

 

 

RATIOS/SUPPLEMENTAL DATA

   (all amounts in thousands except ratios)

 

 

 

 

 

 

 

 

Net assets, end of period

 

$

118,238

 

 

$

79,967

 

Average net assets(8)

 

$

118,135

 

 

$

65,418

 

Average borrowings(8)

 

$

54,099

 

 

$

 

Shares outstanding, end of period

 

 

12,801

 

 

 

8,644

 

Weighted average shares outstanding

 

 

12,776

 

 

 

7,054

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets:(8)

 

 

 

 

 

 

 

 

Total operating expenses before expense support

 

 

2.41

%

 

 

1.94

%

Total operating expenses after expense support

 

 

1.91

%

 

 

0.94

%

Net investment income

 

 

1.01

%

 

 

0.95

%

Portfolio turnover rate

 

 

17

%

 

 

28

%

 

(1)

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

(3)

The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the entire period; distributions per share are rounded to the nearest $0.01.

(4)

See Note 7. "Distributions" for further information on the source of distributions from other than net investment income and realized gains.

(5)

The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the end of the period.

 

34


 

12.Financial Highlights (continued)

 

(6)

Total investment return-net price is a measure of total return for shareholders who purchased the Company's common stock at the beginning of the period, including distributions declared during the period.  Total investment return-net price is based on (i) the purchase of one share at the public offering price, net of sales load, on the first day of the period, (ii) the sale at the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) distributions payable relating to one share, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company's distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then current public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company's shares, the terminal sales price per share is assumed to be equal to the net asset value per share on the last day of the period presented. The Company's performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company's shares of common stock. Total investment return is not annualized.

(7)

Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company's common stock at the beginning and end of the period, including distributions declared during the period. Total investment return-net asset value is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) distributions payable relating to one share, if any, on the last day of the period. The total investment return-net asset value calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company's distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then current public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company's shares, terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. The Company's performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company's shares of common stock. Total investment return is not annualized.

(8)

The computation of average net assets during the period is based on the daily value of net assets and borrowing balances, respectively. Ratios are not annualized.

 

The Company’s repurchase of common stock under its share repurchase program at $9.20 per share, as described in Note 9. “Share Transactions,” did not cause a reduction to net asset value during the three months ended March 31, 2018.

13.

Subsequent Events

On April 9, 2018, the Company entered into the Joint Advisor Investment Advisory Agreement with the Joint Advisor, which replaced the Former Investment Advisory Agreement with the Former Advisors. Pursuant to the Joint Advisor Investment Advisory Agreement, the Company will pay the Joint Advisor a fee for their services consisting of two components – a base management fee based on the average value of the Company’s gross assets and an incentive fee based on the Company’s performance. Under the Joint Advisor Investment Advisory Agreement, the base management fee calculation will be at an annual rate of 1.50% of the average value of the Company’s gross assets, as compared to the annual rate of 2.00% under the Former Investment Advisory Agreement. Under the Joint Advisor Investment Advisory Agreement, the Joint Advisor will serve as the sole investment adviser of the Company.  The terms of the incentive fee are substantially the same as those of the Former Investment Advisory Agreement.

On April 9, 2018, the Company also entered into the Joint Administrative Services Agreement, which replaced the Former Administrative Services Agreement. Under the Joint Advisor Administrative Services Agreement, the Joint Advisor will serve as the Company’s administrator.  The terms of the Joint Administrative Services Agreement, including the services to be provided by the Joint Advisor as administrator and the amount of reimbursements to be paid by the Company for certain administrative expenses, are substantially the same as those of the Former Administrative Services Agreement.

Concurrently with the Company’s entry into the Joint Advisor Investment Advisory Agreement and the Joint Administrative Services Agreement, on April 9, 2018, the Company entered into a new Joint Advisor Expense Support Agreement, which replaced the Former Expense Support Agreement. The Joint Advisor Expense Support Agreement is substantially similar to the Former Expense Support Agreement.

On April 5, 2018, in anticipation of the transition of investment advisory services to the Joint Advisor, and due to the January 10, 2018 suspension of the Company’s continuous public offering of its common shares, the board of trustees approved the termination, effective as of April 30, 2018, of (i) the Managing Dealer Agreement with an affiliate of CNL, and (ii) the Company’s Distribution and Shareholder Servicing Plan.

Additional information on the above agreements can be located in the Company’s Form 8-K filed with the SEC on April 9, 2018.

On April 30, 2018, the Company’s Former Advisors agreed to permanently waive the Company’s obligation to reimburse the Former Advisors approximately $5.4 million in expense support payments not previously reimbursed under the Former Expense Support Agreement. The reimbursement of these amounts had been subject to certain conditions, as described further below in “Capital Resources and Liquidity – Expense Support and Reimbursement Arrangements with Our Former Advisor.”


 

35


 

13.

Subsequent Events (continued)

Furthermore, in conjunction with the termination of the Company’s Offering on April 30, 2018, the Former Advisors agreed to permanently waive their rights to receive reimbursement of approximately $5.0 million of organization and offering expenses that they incurred on the Company’s behalf.

 

 

 

36


 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is based on the unaudited condensed financial statements as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017. Amounts as of December 31, 2017 included in the unaudited condensed financial statements have been derived from the audited financial statements as of that date. This information should be read in conjunction with the accompanying unaudited condensed financial statements and the notes thereto, as well as, the audited financial statements, notes and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the period ended December 31, 2017. Capitalized terms used in this Item 2 have the same meaning as in the accompanying unaudited condensed financial statements in Item 1 unless otherwise defined herein.

Statement Regarding Forward-Looking Information

The following information contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements generally are characterized by the use of terms such as “may,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: persistent economic weakness at the global or national level, increased direct competition, changes in government regulations or accounting rules, changes in local, national and global capital market conditions, our ability to obtain or maintain credit lines or credit facilities on satisfactory terms, changes in interest rates, availability of proceeds from our offering of shares, our ability to identify suitable investments, our ability to close on identified investments, our ability to obtain or maintain our qualification as a regulated investment company and as a business development company, the ability of our investment adviser and their affiliates to attract and retain highly talented professionals, inaccuracies of our accounting estimates, the ability of our investment adviser to locate suitable borrowers for our loans and the ability of such borrowers to make payments under their respective loans. Given these uncertainties, we caution you not to place undue reliance on such statements, which apply only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of our Annual Report on Form 10-K filing for the period ended December 31, 2017 and Item 1A in Part II of this Quarterly Report.

The forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

Overview

We are a non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940 Act (as amended, the “1940 Act”). We commenced operations on March 1, 2016 when we satisfied our minimum offering requirement. Formed as a Delaware statutory trust on August 12, 2014, we were externally managed by CNL Fund Advisors II, LLC (“CNL”) and KKR Credit Advisors (US) LLC (“KKR”), (collectively, our “Former Advisor”) through April 8, 2018 under a Former Investment Advisory Agreement and under a Former Administrative Services Agreement (as defined and further described below under “Changes to Advisory Structure and Other Agreements).”

On April 9, 2018, we entered into a new investment advisory agreement (the “Joint Advisor Investment Advisory Agreement”) with FS/KKR Advisor, LLC (the “Joint Advisor”), a newly-formed entity that is jointly operated by KKR and an affiliate of Franklin Square Holdings, L.P. (“FS Investments”). The Joint Advisory Investment Advisory Agreement replaced the Former Investment Advisory Agreement with KKR and CNL, as further described below under “Changes to Advisory Structure and Other Agreements.” In addition, we entered into a new administrative services agreement with the Joint Advisor (the “Joint Administrative Services Agreement”), which replaced the Former Administrative Services Agreement between us and CNL, as further described below under “Changes to Advisory Structure and Other Agreements.”

Through April 8, 2018, our Former Advisors were, and commencing April 9, 2018, our Joint Advisor is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we purchase, retain or sell and monitoring our portfolio on an ongoing basis, as well as providing the administrative services necessary for our company to operate. Our Former Advisors were, and our Joint Advisor is, registered as investment advisers with the SEC.

We have elected to be taxed as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986 (as amended, the “Code”) and operated in a manner as to qualify for tax treatments applicable to RICs.

 

37


 

Changes to Advisory Structure and Other Agreements

In December 2017, our board of trustees approved an investment advisory agreement and administrative services agreement to be entered into between us and our Joint Advisor (subject to approval by our shareholders).  In January 2018, we filed a definitive proxy statement soliciting shareholder approval of these new agreements, each of which would replace the Former Investment Advisory Agreement and the Former Administrative Services Agreement with our Former Advisors. The Company’s shareholders approved these agreements at a special meeting on March 26, 2018.

On April 9, 2018, we entered into the Joint Advisor Investment Advisory Agreement, which replaced the Investment Advisory Agreement, dated September 24, 2015, by and between us and our Former Advisors. We will pay the Joint Advisor a fee for its services under the Joint Advisor Investment Advisory Agreement consisting of two components – a base management fee based on the average value of the Company’s gross assets and an incentive fee based on the Company’s performance. Under the Joint Advisor Investment Advisory Agreement, the base management fee calculation will be at an annual rate of 1.50% of the average value of the Company’s gross assets, as compared to the annual rate of 2.00% under the Former Investment Advisory Agreement. Under the Joint Advisor Investment Advisory Agreement, the Joint Advisor serves as our sole investment adviser. The terms of the incentive fee are substantially the same as those of the Former Investment Advisory Agreement.

On April 9, 2018, we also entered into the Joint Administrative Services Agreement, which replaced the Former Administrative Services Agreement, dated September 24, 2015, by and between the Company and CNL (one of our Former Advisors). Under the Joint Administrative Services Agreement, the Joint Advisor will serve as the Company’s administrator.  The terms of the Joint Administrative Services Agreement, including the services to be provided by the Joint Advisor and the amount of reimbursements to be paid by us for certain administrative expenses, will be substantially the same as those of the Former Administrative Services Agreement.

Concurrently with our entry into the Joint Advisor Investment Advisory Agreement and the Joint Administrative Services Agreement, on April 9, 2018, we entered into a new expense support and conditional reimbursement agreement with the Joint Advisor (the “Joint Advisor Expense Support Agreement”), which replaced the Fourth Amended and Restated Expense Support and Conditional Reimbursement Agreement, dated January 22, 2018, by and among us and the Former Advisors (the “Former Expense Support Agreement”). The Joint Advisor Expense Support Agreement is substantially similar to the Former Expense Support Agreement.

On April 5, 2018, in connection with the transition of investment advisory services to the Joint Advisor and due to the January 10, 2018 suspension of our continuous public offering of our common shares (the “Offering”), the Company’s board of trustees approved the termination, effective as of April 30, 2018, of (i) the Amended and Restated Managing Dealer Agreement with an affiliate of CNL that became effective on April 28, 2017, and (ii) our amended and restated distribution and shareholder servicing plan that became effective on April 28, 2017. We will not incur any distribution and shareholder servicing fees subsequent to the April 30, 2018 termination of the plan.

Additional information on the above agreements can be located in our Form 8-K filed with the SEC on April 9, 2018.

On April 30, 2018, our Former Advisors agreed to permanently waive our obligation to reimburse the Former Advisors approximately $5.4 million in expense support payments not previously reimbursed under our Former Expense Support Agreement. The reimbursement of these amounts had been subject to certain conditions, as described further below in “Capital Resources and Liquidity – Expense Support and Reimbursement Arrangements with Our Former Advisor.”

On April 30, 2018, we also terminated our Offering.  In conjunction therewith, the Former Advisors agreed to permanently waive their rights to receive reimbursement of approximately $5.0 million of organization and offering expenses to which they had been entitled to collect from us to the extent we reinstated our offering of our common shares, subject to certain conditions, as described further below inCapital Resources and Liquidity - Expense Support and Reimbursement Arrangements with Our Former Advisor.”

Our Common Stock Offering

In December 2017, in conjunction with approving changes to our advisory structure described above, our board of trustees announced that we would suspend our Offering to new investors and on January 10, 2018, we suspended our Offering. From inception through the suspension of our Offering, we raised gross proceeds of approximately $123.6 million (12.8 million shares) through our Offering, including approximately $3.4 million (0.4 million shares) through our distribution reinvestment plan. Following the suspension of our Offering, we have and will continue to issue shares pursuant to our distribution reinvestment plan. From the suspension of our Offering through April 30, 2018, we had issued approximately $1.2 million (0.1 million shares) through our

 

38


 

distribution reinvestment plan. We formally terminated our Offering effective April 30, 2018, as described above in “Overview – Changes to Advisory Structure and Other Agreements.”

Investment Objective, Investment Program, and Primary Investment Types

Our investment objective is to provide our shareholders with current income and, to a lesser extent, long-term capital appreciation. We pursue our investment objective by investing primarily in the debt of privately owned and thinly traded U.S. companies with a focus on originated transactions sourced through the network of our Joint Advisor. On April 3, 2018, the Company obtained an amended exemptive order (the “SEC Exemptive Order”) from the SEC extending the co-investment exemptive relief previously granted by the SEC to the Company in June 2017 to allow the Company, together with the other business development companies managed by the Joint Advisor, to co-invest in privately negotiated investment transactions with certain other accounts managed by KKR. We define originated transactions as any investment where our investment adviser negotiates the terms of the transaction beyond just the price, which, for example, may include negotiating financial covenants, maturity dates or interest rate terms (the “Directly Originated Transactions”). Additionally, we have the ability to participate in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions (the “Other Originated Transactions”). We refer to Other Originated Transactions and our Directly Originated Transactions collectively as our “Originated Strategies.” A substantial portion of our portfolio will consist of senior and subordinated debt, which we believe offer potential opportunities for attractive risk-adjusted returns and income generation. Our debt investments may take the form of corporate loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by warrants, options or other forms of equity participation. We may separately purchase common or preferred equity interests in transactions. We may also co-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring jointly controlled or non-controlling interest in certain investments in conjunction with participation by one or more parties in such investment.

Our investment strategy consists of carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, we use the resources of our Joint Advisor to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe our flexible approach to investing allows us to take advantage of opportunities that offer favorable risk/reward characteristics.

We primarily focus on the following investment types:

 

Senior Debt. We invest in senior debt, in which we generally take a security interest in the available assets of the portfolio company, including equity interests in any of its subsidiaries. These investments generally take the form of senior secured first lien loans, senior secured second lien loans or other senior secured debt. In some circumstances, our lien could be subordinated to claims of other creditors.

 

Subordinated Debt. Our subordinated debt investments are generally subordinated to senior debt and are generally unsecured. These investments are generally structured with interest-only payments throughout the life of the security, with the principal due at maturity.

 

Equity Investments. We also make selected equity investments. In addition, when we invest in senior and subordinated debt, we may acquire warrants or options to purchase equity securities or benefit from other types of equity participation.  Our goal is ultimately to dispose of these equity securities and realize gains upon our disposition of such interests.

 

Convertible Securities. We may invest in convertible securities, such as bonds, debentures, notes, preferred stocks or other securities that may be converted into, or exchanged for, a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula.

 

Investments in Private Investment Funds.  We may invest in, or wholly own, private investment funds, including hedge funds, private equity funds, limited liability companies, REITs, and other business entities. In valuing our investments in private investment funds, we rely primarily on information provided by managers of such funds. Valuations of illiquid securities, such as interests in certain private investment funds, involve various judgments and consideration of factors that may be subjective. There is a risk that inaccurate valuations provided by managers of private investment funds could adversely affect the value of our common stock. We may not be able to withdraw our investment in certain private investment funds promptly after we have made a decision to do so, which may result in a loss to us and adversely affect our investment returns.

 

Asset Based Finance. We may invest in investments that are primarily collateralized by hard assets, financial assets or investments in specialty finance platforms that provide exposure to hard assets or financial assets.  Our asset based finance investments may be in the form of debt, equity, derivatives or private placement funds.  

 

39


 

 

Derivatives. We may invest in various types of derivatives, including total return swaps, interest rate swaps and foreign currency forward contracts and options.

 

Investments with Third-Parties. We may co-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring jointly-controlled or non-controlling interests in certain investments in conjunction with participation by one or more third parties in such investment. Such joint venture partners or third party managers may include former Joint Advisor personnel or associated persons.

The level of our investment activity can and will vary substantially from period to period depending on many factors, including: the availability of credit to finance investment transactions, the demand for debt from creditworthy privately owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the general economic environment and the competitive investment environment for the types of investments we intend to make.

As a business development company, we are required to comply with certain regulatory requirements. For instance, we may not acquire any assets other than “qualifying assets” as specified in the 1940 Act unless at least 70% of our total assets are qualifying assets as determined at the end of the prior quarter (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all U.S. private companies, U.S. companies whose securities are not listed on a national securities exchange, and certain U.S. public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but no longer meet the definition of eligible portfolio company at the time of the follow-on investment.

Revenues

We generate revenue primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. We expect that our investments in debt securities will generally have an expected maturity of three to ten years, although we have no lower or upper constraint on maturity, and we expect to earn interest at a fixed or floating rate. Interest on our debt securities is generally payable to us quarterly or semi-annually. In some cases, our debt investments may partially defer cash interest payments with payment-in-kind provisions. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of dividends from equity investments, prepayment fees, amendment fees, origination fees, and fees for providing significant managerial assistance.

Operating Expenses

Our primary operating expenses include an investment advisory fee, administrative expenses, custodian and accounting fees, distribution and shareholder servicing fees, other third-party professional services and expenses and, depending on our operating results, performance-based incentive fees. The investment advisory fee and performance-based incentive fees compensate the Advisors for their services in identifying, evaluating, negotiating, closing and monitoring our investments. As stated above in “Overview – Changes to the Advisory and Other Agreements,” in April 2018, we entered into new agreements with our new Joint Advisor.

 

40


 

Financial and Operating Highlights

The following table presents financial and operating highlights as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017:

 

 

 

March 31,

 

 

December 31,

 

As of

 

2018

 

 

2017

 

Total assets

 

$

184,457,699

 

 

$

175,079,111

 

Adjusted total assets (Total assets, net of payable for

   investments purchased)

 

$

180,373,670

 

 

$

170,859,118

 

Investments in portfolio companies

 

$

168,004,063

 

 

$

163,910,590

 

Borrowings

 

$

60,215,634

 

 

$

53,000,000

 

Net assets

 

$

118,237,618

 

 

$

116,471,036

 

Net asset value per share

 

$

9.24

 

 

$

9.20

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

Activity for the three months ended

 

2018

 

 

2017

 

Average net assets

 

$

118,134,684

 

 

$

65,418,297

 

Average borrowings under credit facility

 

$

54,098,948

 

 

$

 

Purchases of investments

 

$

31,533,764

 

 

$

40,946,950

 

Sales, principal payments and other exits

 

$

28,648,308

 

 

$

18,538,252

 

Net investment income

 

$

1,190,926

 

 

$

620,170

 

Net realized gains on investments and foreign

   currency transactions

 

$

159,212

 

 

$

163,374

 

Net change in unrealized appreciation on investments

   and foreign currency translation

 

$

923,238

 

 

$

23,725

 

Net increase in net assets resulting from operations

 

$

2,273,376

 

 

$

807,269

 

Total distributions declared

 

$

1,867,706

 

 

$

1,020,988

 

Net investment income before unearned incentive

   fees per share

 

$

0.11

 

 

$

0.09

 

Net investment income per share

 

$

0.09

 

 

$

0.09

 

Earnings per share

 

$

0.18

 

 

$

0.11

 

Distributions declared per share outstanding for the

   entire period

 

$

0.15

 

 

$

0.15

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

Summary of Common Stock Offering for the three months ended

 

2018

 

 

2017

 

Gross proceeds, excluding reinvestment of distributions

 

$

1,331,500

 

 

$

25,760,948

 

Net proceeds to Company, excluding reinvestments

   of distributions

 

$

1,270,154

 

 

$

24,550,223

 

Reinvestment of distributions

 

$

930,498

 

 

$

613,698

 

Average net proceeds per share

 

$

9.33

 

 

$

9.32

 

Shares issued in connection with Offering, excluding

   reinvestments of distributions

 

 

136,070

 

 

 

2,633,597

 

Shares issued in connection with reinvestment

   of distributions

 

 

99,684

 

 

 

65,902

 

 

Business Environment

Our focus is on investments in credits that offer an illiquidity premium. We believe originated credits can offer attractive risk-adjusted returns and offer investors an investment option to access these returns with lower market volatility than traditional assets. During the three months ended March 31, 2018, the worst returns for the broader High Yield credit market since 2015 were recorded. The High Yield (“HY”) index returned -0.93% as investors began to realize that increased market volatility and higher interest rates were inevitable consequences of the end of Quantitative Easing by the Fed and inflationary pressures. The quarter also witnessed the threat of a trade war with China and losses in technology stocks. While overall HY market returns are negative, there has been a broad dispersion of returns by rating and by asset class. Investment grade returns were -2.2% given the tight historic spreads and duration risk. Similarly the BBB, BB, B and CCC indices were -2.1%, -1.6%, -0.5% and +0.4%. Extending this trend, floating rate leveraged loans delivered +1.4% for the quarter.

 

41


 

Our focus is on investments in credits that offer an illiquidity premium (i.e. they may not be traded on an open market and therefore would not be subject to the same technical pressures of more traded assets). We believe originated credits offer highly attractive risk-adjusted returns today. Our focus in also broadly on floating rate risk to offset investors’ interest concerns. We believe our business development company offers a route for investors to access this risk profile without being subject to the technical pressures of more broadly syndicated or traded assets.

Portfolio and Investment Activity

Portfolio Investment Activity for the three months ended March 31, 2018 and 2017.

The following table summarizes our investment activity as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017:

 

 

 

Investment Portfolio

 

 

 

March 31,

2018

 

 

December 31,

2017

 

Total fair value

 

$

168,004,063

 

 

$

163,910,590

 

No. portfolio companies

 

 

88

 

 

 

82

 

No. debt investments

 

 

101

 

 

 

94

 

No. equity/other investments

 

 

5

 

 

 

4

 

Weighted average annual yield of debt investments (1)

 

 

9.2

%

 

 

8.6

%

 

 

(1)

The weighted average annual yield for our debt investments is computed as (i) the sum of (a) the annual interest rate of each accruing debt investment multiplied by its par amount as of the end of the applicable reporting period, plus (b) the annual accretion (amortization) of any discount/(premium), if any, for each accruing debt investment, divided by (ii) the total amortized cost of all accruing debt investments as of the end of the applicable reporting period. The weighted average yield on our investments does not represent the return to our shareholders, because it does not take into account the impact of leverage, fund expenses or any sales load. For data on investment returns, including the method of calculation, see Note 12. “Financial Highlights” in our financial statements.

 

 

 

Investment Portfolio Activity Summary

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Purchases of investments:

 

 

 

 

 

 

 

 

Senior secured loans – first lien

 

$

25,072,726

 

 

$

27,513,076

 

Senior secured loans – second lien

 

 

272,838

 

 

 

6,029,194

 

Other senior secured debt

 

 

805,676

 

 

 

 

Subordinated debt

 

 

4,158,384

 

 

 

7,404,680

 

Asset based finance

 

 

1,224,140

 

 

 

 

Total

 

$

31,533,764

 

 

$

40,946,950

 

Sales, principal payments and other exits:

 

 

 

 

 

 

 

 

Senior secured loans – first lien

 

$

23,403,572

 

 

$

15,390,108

 

Senior secured loans – second lien

 

 

1,470,855

 

 

 

2,035,800

 

Other senior secured debt

 

 

992,813

 

 

 

 

Subordinated debt

 

 

2,781,068

 

 

 

1,112,344

 

Total

 

$

28,648,308

 

 

$

18,538,252

 

Portfolio Company Additions

 

29

 

 

 

8

 

Portfolio Company Exits

 

 

(23

)

 

 

(7

)

Debt Investment Additions

 

50

 

 

 

13

 

Debt Investment Exits

 

 

(43

)

 

 

(10

)

 

Since obtaining co-investment exemptive relief from the SEC in June 2017, we have increased our focus on Originated Strategies as a main element of our investment strategy.  Directly Originated Transactions give us the opportunity to participate in those investments alongside KKR’s institutional clients and proprietary funds and starting in April 2018, our amended SEC Exemptive Order allows us to participate together with other business development companies managed by the Joint Advisor. See “Overview – Investment Objective, Investment Program and Primary Investment Types” above for further information regarding our increased focus on Originated Strategies.

 

42


 

The following summarizes our investment activity associated with our investment focus on new originated debt investments during the three months ended March 31, 2018 and the status of originated investments held in the Investment Portfolio as of March 31, 2018:

 

Directly Originated Transactions Activity for the Three Months Ended

 

March 31, 2018

 

Number of investments, by issuer

 

 

6

 

Total amount of investments, at cost (1)

 

$

9,491,977

 

Percentage of total investment activity

 

 

30.1

%

Fee income recognized in connection with directly originated investments

 

$

39,345

 

 

 

 

 

 

Other Originated Transactions Activity for the Three Months Ended

 

March 31, 2018

 

Number of investments, by issuer

 

 

1

 

Total amount of investments, at cost (1)

 

$

447,920

 

Percentage of total investment activity

 

 

1.4

%

 

 

 

 

 

Directly Originated Transactions Investment Summary as of

 

March 31, 2018

 

Total investments, at fair value

 

$

39,827,808

 

Percentage of total investment portfolio, at fair value

 

 

23.7

%

Weighted average annual yield of debt investments (2)(3)

 

 

9.4

%

 

 

 

 

 

Other Originated Transactions  Investment Summary as of

 

March 31, 2018

 

Total investments, at fair value

 

$

8,698,769

 

Percentage of total investment portfolio, at fair value

 

 

5.2

%

Weighted average annual yield of debt investments (2)(3)

 

 

11.2

%

 

 

(1)

The total amount of investments, at cost, includes new issuers during the reporting periods and any follow-on investments from existing issuers.

 

(2)

The weighted average annual yield on debt investments is based on amortized cost as of the end of the applicable period. The weighted average annual yield for our debt investments is computed as (i) the sum of (a) the annual interest rate of each accruing debt investment multiplied by its par amount as of the end of the applicable reporting period, plus (b) the straight line method annual accretion (amortization) of any discount or (premium), if any, for each accruing debt investment, divided by (ii) the total amortized cost of all accruing debt investments as of the end of the applicable reporting period.

 

(3)

The weighted average annual yield of originated debt investments is higher than what our investors will realize because it does not reflect the impact of leverage, fund expenses or any sales load. Total investment return – net price and total investment return – net asset value were 0.5% and 2.0%, respectively, for the three months ended March 31, 2018, as compared to 5.5% and 5.8% for the year ended December 31, 2017. See Note 12. “Financial Highlights” in our financial statements for information on how such returns were calculated.

The changes in the fair value of our investment portfolio are directly related to (i) the changes in their cost basis as a result of incremental purchases and (ii) the changes in fair value for assets held at the beginning and end of the period. The net change in unrealized appreciation for the three months ended March 31, 2018 was $820,093. See “Results of Operations – Net Change in Unrealized Appreciation or Depreciation” below for further details relating to the changes.

 

 

 

March 31, 2018

 

 

December 31, 2017

 

Asset Category

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

Senior debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior secured loans - first lien

 

$

92,512,857

 

 

$

93,287,928

 

 

$

93,789,182

 

 

$

93,689,272

 

Senior secured loans - second lien

 

 

32,605,486

 

 

 

33,255,385

 

 

 

32,887,329

 

 

 

33,341,406

 

Other senior secured debt

 

 

6,198,834

 

 

 

6,250,960

 

 

 

6,017,741

 

 

 

6,060,052

 

Total senior debt

 

 

131,317,177

 

 

 

132,794,273

 

 

 

132,694,252

 

 

 

133,090,730

 

Subordinated debt

 

 

26,940,795

 

 

 

27,215,076

 

 

 

23,514,477

 

 

 

23,969,734

 

Asset based finance

 

 

3,913,306

 

 

 

3,977,847

 

 

 

2,689,166

 

 

 

2,682,444

 

Equity

 

 

4,077,925

 

 

 

4,016,867

 

 

 

4,077,926

 

 

 

4,167,682

 

Total

 

$

166,249,203

 

 

$

168,004,063

 

 

$

162,975,821

 

 

$

163,910,590

 

 

The weighted average yield on debt investments at amortized cost held in our investment portfolio as of March 31, 2018, and December 31, 2017 were as follows:

 

43


 

Asset Category

 

March 31, 2018

 

 

December  31, 2017

 

Senior debt (1)

 

 

 

 

 

 

 

 

Senior secured loans - first lien

 

 

9.3

%

 

8.4%

 

Senior secured loans - second lien

 

 

10.6

%

 

10.0%

 

Other senior secured debt

 

 

7.4

%

 

7.4%

 

Subordinated debt(1)

 

 

7.6

%

 

7.6%

 

 

 

(1)

The weighted average yield on debt investments is based on amortized cost as of the end of the applicable period.  The weighted average yield for our debt investments is computed as (i) the sum of (a) the annual interest rate of each accruing debt investment multiplied by its par amount as of the end of the applicable reporting period, plus (b) the annual accretion (amortization) of any discount or (premium), if any, for each accruing debt investment, divided by (ii) the total amortized cost of all accruing debt as of the end of the applicable reporting period.  The weighted average annual yield on our investments does not represent the return to our shareholders because it does not take into account the impact of leverage, fund expenses or any sales load. For data on investment returns, including the method of calculation, see Note 12. “Financial Highlights” in our financial statements.

The following table presents a summary of interest rate and maturity statistics for the debt investments, based on par value, in our investment portfolio as of March 31, 2018 and December 31, 2017:

 

Floating interest rate debt investments:

 

March 31, 2018

 

 

December 31,

2017

 

Percent of debt portfolio

 

 

79.9

%

 

 

81.7

%

Percent of floating rate debt investments with interest rate

   floors

 

 

96.4

%

 

 

99.5

%

Weighted average interest rate floor

 

 

1.0

%

 

 

1.0

%

Weighted average coupon spread to base rate

 

633 bps

 

 

612 bps

 

Weighted average years to maturity

 

 

5.0

 

 

 

5.0

 

 

 

 

 

 

 

 

 

 

Fixed interest rate debt investments:

 

 

 

 

 

 

 

 

Percent of debt portfolio

 

 

20.1

%

 

 

18.3

%

Weighted average coupon rate

 

 

8.1

%

 

 

7.9

%

Weighted average years to maturity

 

 

6.0

 

 

 

6.0

 

 

All of our floating interest rate debt investments have base rate reset frequencies of less than twelve months with the majority resetting at least quarterly. USD three-month LIBOR, the most prevalent index employed among our floating interest rate debt investments, ranged between 1.70% and 2.31%, and 1.00% and 1.16% during the three months ended March 31, 2018 and 2017, respectively, and was 2.31% and 1.69% on March 31, 2018 and December 31, 2017, respectively. Base rate resets for floating interest rate investments will only result in interest income increases when the reset base interest rate exceeds the associated interest rate floor.

Our weighted forward looking annual yield on debt investments was 9.2%, as based on amortized cost, as of March 31, 2018, as compared to 8.6% as of December 31, 2017. The weighted average yield on debt investments is higher than what our investors will realize because it does not reflect our expenses or any sales load. Total investment return – net price and total investment return – net asset value were 0.5% and 2.0%, respectively, for the three months ended March 31, 2018, as compared to 5.5% and 5.8%, respectively, for the year ended December 31, 2017. See Note 12. “Financial Highlights” in our financial statements for information on how such returns were calculated.

The following table shows the credit ratings of the investments in our investment portfolio, based upon the rating scale of Standard & Poor’s Ratings Services, as of March 31, 2018 and December 31, 2017:

 

 

44


 

 

 

March 31, 2018

 

 

December 31, 2017

 

Standard & Poor’s rating

 

Fair Value

 

 

Percentage

of Portfolio

 

 

Fair Value

 

 

Percentage

of Portfolio

 

BB+

 

$

6,738

 

 

 

%

 

$

 

 

 

%

BB-

 

 

4,178,846

 

 

 

2.5

 

 

 

4,227,383

 

 

 

2.6

 

B+

 

 

3,239,652

 

 

 

1.9

 

 

 

5,251,321

 

 

 

3.2

 

B

 

 

33,810,758

 

 

 

20.1

 

 

 

38,141,792

 

 

 

23.3

 

B-

 

 

23,541,138

 

 

 

14.0

 

 

 

30,786,565

 

 

 

18.8

 

CCC+

 

 

36,160,013

 

 

 

21.5

 

 

 

32,581,461

 

 

 

19.9

 

CCC

 

 

18,219,586

 

 

 

10.9

 

 

 

14,501,370

 

 

 

8.8

 

CCC-

 

 

1,017,568

 

 

 

0.6

 

 

 

838,017

 

 

 

0.5

 

Not Rated

 

 

47,829,764

 

 

 

28.5

 

 

 

37,582,681

 

 

 

22.9

 

Total

 

$

168,004,063

 

 

 

100.0

%

 

$

163,910,590

 

 

 

100.0

%

 

As of March 31, 2018, we had one debt investment (an originated investment) held in our investment portfolio with a par value of €1.2 million that featured a PIK interest provision for some or all of the portfolio company’s interest payment obligation.  However, as of March 31, 2018, none of our investments had an active PIK election.  As of March 31, 2018, we did not have any debt investments which featured PIK interest provisions.  There was no PIK interest income activity for the three months ended March 31, 2018 and 2017.  

The following table presents a summary of our investment portfolio arranged by industry classifications of the portfolio companies as of March 31, 2018 and December 31, 2017:

 

 

 

March 31, 2018

 

 

December 31, 2017

 

Industry Classification

 

Fair

Value

 

 

Percentage

of Portfolio

 

 

Fair

Value

 

 

Percentage

of Portfolio

 

Software & Services

 

$

34,014,713

 

 

 

20.2

%

 

$

35,939,674

 

 

 

21.9

%

Retailing

 

 

20,082,870

 

 

 

12.0

 

 

 

20,890,125

 

 

 

12.7

 

Capital Goods

 

 

19,583,264

 

 

 

11.7

 

 

 

24,454,134

 

 

 

14.9

 

Materials

 

 

22,766,513

 

 

 

13.6

 

 

 

24,161,152

 

 

 

14.8

 

Health Care Equipment & Services

 

 

9,505,762

 

 

 

5.7

 

 

 

9,257,999

 

 

 

5.7

 

Commercial & Professional Services

 

 

13,824,095

 

 

 

8.2

 

 

 

9,572,937

 

 

 

5.9

 

Media

 

 

4,190,528

 

 

 

2.5

 

 

 

7,661,904

 

 

 

4.7

 

Consumer Services

 

 

10,498,840

 

 

 

6.2

 

 

 

9,140,181

 

 

 

5.6

 

Transportation

 

 

11,863,580

 

 

 

7.1

 

 

 

10,165,652

 

 

 

6.2

 

Semiconductors & Semiconductor Equipment

 

 

3,210,642

 

 

 

1.9

 

 

 

3,324,884

 

 

2.0

 

Diversified Financials

 

 

2,753,707

 

 

 

1.6

 

 

 

2,682,444

 

 

1.6

 

Pharmaceuticals, Biotechnology & Life Sciences

 

 

1,693,371

 

 

 

1.0

 

 

 

1,673,793

 

 

 

1.0

 

Food & Staples Retailing

 

 

5,006,478

 

 

 

3.0

 

 

 

1,128,940

 

 

 

0.7

 

Consumer Durables & Apparel

 

 

2,113,875

 

 

 

1.2

 

 

 

1,030,385

 

 

 

0.6

 

Insurance

 

 

1,300,513

 

 

 

0.8

 

 

 

1,291,306

 

 

 

0.8

 

Telecommunications Services

 

 

493,954

 

 

 

0.3

 

 

 

 

 

 

 

Technology Hardware & Equipment

 

 

4,681,764

 

 

 

2.8

 

 

 

1,361,747

 

 

 

0.8

 

Food, Beverage & Tobacco

 

 

168,889

 

 

 

0.1

 

 

 

173,333

 

 

 

0.1

 

Energy

 

 

250,705

 

 

 

0.1

 

 

 

 

 

 

 

Total

 

$

168,004,063

 

 

 

100.0

%

 

$

163,910,590

 

 

 

100.0

%

 

All investments held at March 31, 2018 were denominated in U.S. dollars except for four investments, which were denominated in Canadian dollars, Euros and British Pound Sterling and represented 4.4% of the investment portfolio.  All investments held at December 31, 2017 were denominated in U.S. dollars except for one investment, which was denominated in Canadian dollars and represented 2.7% of the investment portfolio.  

 

45


 

Capital Resources and Liquidity

Sources and Uses of Capital

On September 29, 2014, we filed our registration statement with the SEC to register our Offering and on October 9, 2015 we commenced our Offering. On March 16, 2017, the board of trustees approved an amended and restated managing dealer agreement (the “Managing Dealer Agreement”) between us and the CNL Securities Corp., an affiliate of CNL (the “Managing Dealer”), and approved an amended and restated distribution and shareholder servicing plan for us (the “Distribution and Shareholder Servicing Plan”). The Managing Dealer Agreement and the Distribution and Shareholder Servicing Plan became effective on April 28, 2017 and lowered the ongoing distribution and shareholder servicing fee paid to the Managing Dealer from an annualized rate of 1.25% to an annualized rate of 1.00% of our net asset value per share. In connection with the termination of our Offering, we terminated the Managing Dealer Agreement and the Distribution and Shareholder Servicing Plan effective April 30, 2018 as described above in “Overview – Changes Advisory Structure and Other Agreements.”

As described above in “Overview – Our Common Stock Offering,” our board of trustees suspended our Offering to new investors effective January 10, 2018. On April 30, 2018, we formally terminated our Offering.

Our capital resources and liquidity are primarily derived from (i) cash flows from operations, including sales and repayments, (ii) our distribution reinvestment plan, (iii) expense support payments received from our Former Advisors and effective April 2018 from our new Joint Advisor, (iv) borrowings under our credit facility and (v) prior to the suspension of our Offering on January 10, 2018, from equity capital proceeds from our Offering. Our primary uses of funds include (i) investments in portfolio companies, (ii) distributions to our shareholders, (iii) repurchases under our share repurchase program, (iv) interest payments on borrowings under our credit facility and (v) operating expenses. We expect to use proceeds from the sales and repayments of our investment portfolio and proceeds from borrowings under our credit facility to finance our investment activities at our discretion.

Liquidity

As of March 31, 2018 and 2017, we had approximately $4.6 million and $14.1 million of cash, respectively.

We raised approximately $2.2 million and $25.2 million (0.2 million and 2.7 million shares of common stock), including dividends reinvested of $0.9 million and $0.6 million (0.1 million and 0.1 million shares of common stock) during the three months ended March 31, 2018 and 2017, respectively.  Proceeds from sales of investments and principal payments totaled $26.5 million and $18.5 million, during the three months ended March 31, 2018 and 2017, respectively. In addition, distributions reinvested in the Company as a percentage of total distributions declared, and distributions reinvested for the three months ended March 3, 2018 and 2017 was 50% or $0.9 million and 60% or $0.6 million, respectively. Based on the aggregate principal amount and the collateral in place, we could borrow an additional $9.8 million under our Revolving Credit Facility as of March 31, 2018.

From January 2018 through the suspension of our Offering on January 10, 2018, we received additional net proceeds of approximately $1.3 million (0.1 million shares of common stock) from our Offering. Following the suspension of our Offering, we have and will continue to issue shares pursuant to our distribution reinvestment plan. From the suspension of our Offering through March 31, 2018, we had issued approximately $0.9 million (0.1 million shares of common stock) through our distribution reinvestment plan. We issued approximately an additional $0.3 million (0.03 million shares of common stock) during April 2018 through our distribution reinvestment plan.

Borrowings

On July 14, 2017, we entered into a senior secured revolving credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility (the “Revolving Credit Facility”) consisting of loans to be made in dollars and other foreign currencies in an initial aggregate principal amount of up to $70 million. Availability under the Revolving Credit Facility will terminate on July 14, 2019 (the “Revolver Termination Date”) and the outstanding loans under the Revolving Credit Facility will mature on July 14, 2020. The Revolving Credit Facility also requires mandatory prepayment of interest and principal upon certain events during the term-out period commencing on the Revolver Termination Date. The stated borrowing rate under the Revolving Credit Facility is based on LIBOR or with respect to borrowings in foreign currencies on a base rate applicable to such currency borrowings plus an applicable spread of 2.75%, or on an “alternate base rate” (as defined in the Credit Agreement).  The Revolving Credit Facility includes an “accordion” feature that allows us, under certain circumstances, to increase the size of the facility to a maximum of $200 million.  Under the Revolving Credit Facility, we have made certain representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities. During the three months ended March 31, 2018, we borrowed approximately $7.2 million from the Revolving Credit Facility and had $9.8 million available under the Credit Facility. Additionally, during the period from April 1, 2018 through April 30, 2018, we repaid approximately $12.1 million on our Revolving Credit Facility. We have and will continue to use proceeds from borrowings to make investments in portfolio companies.

 

46


 

For the three months ended March 31, 2018, our total all-in cost of financing, including the amortization of fees and expenses, was 4.9%. We did not have any borrowings outstanding during the three months ended March 31, 2017.

Share Repurchase Program

Subject to the discretion of our trustees, we intend to conduct tender offers on approximately 10% of our weighted average number of outstanding shares in any 12-month period to allow shareholders to tender shares to us on a quarterly basis at a specific offer price that is determined based upon our net asset value as of the last date of the prior quarter prior to the initiation of each tender offer program. We intend to limit repurchases during any calendar year to the number of shares of common stock we can repurchase with the proceeds we receive under our distribution reinvestment plan.  Our share repurchase program includes numerous restrictions that limit your ability to sell your shares.

On January 18, 2018, we commenced a tender offer for up to 249,708 shares of our issued and outstanding common stock (the “January Tender Offer”). The January Tender Offer was for cash at a price equal to $9.20 per share and expired in February 2018. Through the expiration of the January Tender Offer, we repurchased 91,276 shares for approximately $0.8 million.

Contingencies

See Note 11. “Commitments and Contingencies” in our financial statements for information on our commitments and contingencies as of March 31, 2018. Effective April 30, 2018, our Former Advisors formally waived our contingent obligations related to reimbursements related to organization and offering costs as well as reimbursements related to expense support.

Distributions to Shareholders

We declare distributions weekly and pay distributions monthly to our shareholders in the form of cash. Shareholders may elect to reinvest their distributions as additional shares of our common stock under our distribution reinvestment plan. Dividends are taxable to our shareholders even if they are reinvested in additional shares of our common stock. The following table reflects the cash distributions per share and the total amount of distributions that we have declared on our common stock during the three months ended March 31, 2018 and 2017:

 

 

 

Per Share

 

 

Amount

 

Quarter ended:

 

 

 

 

 

 

 

 

March 31, 2018 (13 record dates)

 

$

0.146250

 

 

$

1,867,706

 

March 31, 2017 (13 record dates)

 

$

0.146250

 

 

$

1,020,988

 

 

Approximately 50% and 60% of the distributions declared during the three months ended March 31, 2018 and 2017, respectively, were reinvested in shares of our common stock by participants in our distribution reinvestment plan and the reinvested distributions represents an additional source of capital to us. See Note 7. “Distributions” in our financial statements for additional disclosures on distributions.

We do not expect to use equity capital to pay distributions to shareholders in the future. We routinely disclose the sources of funds used to pay distributions to our shareholders in periodic reports that accompany (i) quarterly account statements and (ii) monthly distribution checks that are prepared and sent directly by our transfer agent to our shareholders. See Note 7. “Distributions” in our financial statements for a discussion of the sources of funds used to pay distributions on a GAAP basis for the periods presented.

Our board of trustees declared distributions for January 2018, February 2018 and March 2018, respectively, which represent an annualized distribution rate of 6.0% based on our current public offering price of $9.80 per share. The annualized distribution rate should not be interpreted to be a measure of our current or future performance. It is anticipated that these distributions, in the aggregate, will be substantially supported by our taxable income and the sources of distributions will be disclosed in our regular financial reports. Distributions will be recorded weekly and paid monthly in accordance with the schedule below.

 

Record Date

 

Distribution Payment Date

 

Amount

 

April 3, 10, 17 and 24

 

April 25, 2018

 

$

0.01125

 

May 1, 8, 15, 22 and 29

 

May 30, 2018

 

$

0.01125

 

June 5, 12, 19 and 26

 

June 27, 2018

 

$

0.01125

 

 

47


 

Expense Support and Reimbursement Arrangements with Our Former Advisors

The Former Advisors incurred on our behalf organization and offering expenses totaling approximately $5.4 million as of March 31, 2018. Under the terms of our Former Investment Advisory Agreement with our Former Advisors, they were entitled to receive up to 1.5% of gross proceeds raised in our Offering until all organization and offering costs funded by our Former Advisors or their affiliates had been recovered. Offering expenses consisted of costs incurred by our Former Advisors and their affiliates on our behalf for legal, accounting, printing and other offering expenses, including costs associated with technology integration between our systems and those of our participating broker-dealers, permissible due diligence reimbursements, marketing expenses, salaries and direct expenses of our Former Advisors’ employees, employees of their affiliates and others while engaged in registering and marketing the shares, which included development of marketing materials and marketing presentations and training and educational meetings and generally coordinating the marketing process for us. Our Former Advisors were responsible for the payment of our organization and offering expenses to the extent that these expenses exceeded 1.5% of the gross proceeds from the Offering, without recourse against or reimbursement by us.

The Former Advisors waived all reimbursement of organization and offering expenses to which they were entitled to from March 1, 2016 (the date we satisfied the “minimum offering requirement”) through April 30, 2017. The waiver of the reimbursement requirements did not reduce the amount of organization and offering expenses incurred by the Former Advisors that were eligible for reimbursement in future periods. The Former Advisors’ waiver of organization and offering expense reimbursement temporarily reduced our operating expenses through April 30, 2017. After the expiration of the waiver period on April 30, 2017, we began reimbursement of organization and offering expenses. The Former Advisors were entitled to reimbursement of approximately $0.4 million of organization and offering expenses for gross capital raised during the period May 1, 2017 through January 10, 2018, all of which had been reimbursed to the Former Advisors as of March 31, 2018.  A contingent obligation for the balance of organization and offering costs, subject to reimbursement based on future gross proceeds raised assuming a reinstatement of our Offering, were approximately $5.0 million as of March 31, 2018. We terminated our Offering effective April 30, 2018 and in conjunction therewith, the Former Advisors agreed to permanently waive their rights to receive reimbursement of approximately $5.0 million of organization and offering expenses that they incurred on our behalf.

We were a party to the Former Expense Support Agreement with the Former Advisors pursuant to which the Former Advisors jointly and severally agreed to pay to us some or all of our operating expenses (an “Expense Support Payment”) for each month during the Expense Support Payment Period (as defined below) in which our board of trustees declared a distribution to its shareholders.  Expense Support Payments were made in accordance with the terms of the Expense Support Agreement.  The “Expense Support Payment Period” commenced on March 1, 2016 and terminated effective with the termination of the Former Expense Support Agreement on April 9, 2018, as further described in Note 13. “Subsequent Events” of Item 1. “Financial Statements.”  The Former Advisors were entitled to be reimbursed promptly by the Company (a “Reimbursement Payment”) for Expense Support Payments made with respect to any class of common stock, subject to the limitation that no Reimbursement Payment may be made by us to the extent that it would cause our Other Operating Expenses (as defined in the Expense Support Agreement) for such class of common stock to exceed the lesser of (A) 1.75% of average net assets attributable to common shares on an annualized basis after taking such payment into account and (B) the percentage of average net assets attributable to shares of such class of common stock represented by Other Operating Expenses (as defined in the Expense Support Agreement) during the period in which such Expense Support Payment from the Former Advisors was made (provided, however, that this clause (B) shall not apply to any reimbursement payment which relates to an Expense Support Payment from the Former Advisors made during the same period). As of March 31, 2018, the amount of Expense Support Payments provided by the Former Advisors since inception was $5.4 million, none of which was eligible for reimbursement as of March 31, 2018.

As described above in “Overview – Changes to Advisory Structure and Other Agreements,” on April 9, 2018, we entered into a new Joint Advisor Expense Support Agreement with the new Joint Advisor, which replaced the Former Expense Support Agreement. The Joint Advisor Expense Support Agreement is substantially similar to the Former Expense Support Agreement. On April 30, 2018, our Former Advisors agreed to permanently waive our obligation to reimburse the Former Advisors approximately $5.4 million in expense support payments not previously reimbursed under our Former Expense Support Agreement.

Results of Operations

As of March 31, 2018 and 2017, the fair value of our investment portfolio totaled $168.0 million and $78.9 million, respectively. The majority of our investments at March 31, 2018 and 2017 consisted of debt investments. See the section entitled “Portfolio and Investment Activity” above for a discussion of the general terms and characteristics of our investments, and for information regarding investment activities during the three months ended March 31, 2018 and 2017.

The following is a summary of our operating results for the three months ended March 31, 2018 and 2017:

 

 

48


 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Total investment income

 

$

3,451,163

 

 

$

1,233,086

 

Net operating expense (1)

 

 

2,260,237

 

 

 

612,916

 

Net investment income

 

 

1,190,926

 

 

 

620,170

 

Net realized gains

 

 

159,212

 

 

 

163,374

 

Net change in unrealized appreciation

 

 

923,238

 

 

 

23,725

 

Net increase in net assets resulting from operations

 

$

2,273,376

 

 

$

807,269

 

 

 

(1)

Net of expense support of $585,607 and $657,974, respectively.

Investment income

Investment income consisted of the following for the three months ended March 31, 2018 and 2017:

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Interest income

 

$

3,398,912

 

 

$

1,210,713

 

Fee income

 

 

41,687

 

 

 

22,373

 

Dividend and other income

 

 

10,564

 

 

 

 

Total investment income

 

$

3,451,163

 

 

$

1,233,086

 

 

As of March 31, 2018 and 2017, our weighted average annual yield on our accruing debt investments was 9.2% and 8.4%, respectively, based on amortized cost, as defined above in “Portfolio and Investment Activity.” The weighted average annual yield on debt investments is higher than what our investors will realize because it does not reflect our expenses or any sales load. As of March 31, 2018, approximately 79.9% of our debt investments had floating rate interest; therefore, changes in interest rates could have a material impact on our interest income in the future. Our fee income consists of transaction-based fees and is non-recurring. The increase in fee income during the three months ended March 31, 2018 is primarily related to capital structuring fees earned on Directly Originated Investments. See Item 3. “Quantitative and Qualitative Disclosures about Market Risk” for further information on the impact interest rate changes could have on our results of operations.

We commenced investment operations on March 1, 2016. Interest income for the three months ended March 31, 2018 and 2017 was approximately $3.4 million and $1.2 million, respectively. The increase in interest income was due primarily to the growth of our portfolio of investments.

Operating expenses

Our operating expenses for the three months ended March 31, 2018 and 2017 were as follows:

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Investment advisory fees

 

$

889,708

 

 

$

370,099

 

Professional services

 

 

223,714

 

 

 

236,392

 

Administrative services

 

 

318,454

 

 

 

185,889

 

Custodian and accounting fees

 

 

85,393

 

 

 

69,986

 

Interest expense

 

 

638,228

 

 

 

 

Trustee fees and expenses

 

 

49,722

 

 

 

50,958

 

Insurance

 

 

40,219

 

 

 

39,317

 

Performance-based incentive fees

 

 

216,583

 

 

 

37,819

 

Distribution and shareholder servicing fees

 

 

281,770

 

 

 

199,686

 

Offering expense

 

 

19,973

 

 

 

 

Other

 

 

82,080

 

 

 

80,744

 

Total operating expenses

 

 

2,845,844

 

 

 

1,270,890

 

Expense support

 

 

(585,607

)

 

 

(657,974

)

Net operating expenses

 

$

2,260,237

 

 

$

612,916

 

 

 

49


 

Organization and offering expenses

Organization expenses and other operating expenses relating to the formation of the Company are expensed on our statement of operations to the extent they are eligible for reimbursement to the Former Advisors, as described above under “Capital Resources and Liquidity – Expense Support and Reimbursement Arrangements with Our Advisors.” Offering expenses will be capitalized on our statements of assets and liabilities as deferred offering expenses and expensed to our statement of operations over a 12-month period, however, the deferral period will not exceed 12 months from the date our Former Advisors incurred the offering expenses.

Effective April 30, 2018, we terminated the Distribution and Shareholder Servicing Plan, as described above in “Overview – Changes to Advisory Structure and Other Agreements” and will not incur any distribution and shareholder servicing fees subsequent to April 30, 2018. In addition, effective April 30, 2018, we formally terminated our Offering, which we had suspended effective January 10, 2018, and will not incur any offering expenses going forward.

Investment advisory fees and performance-based incentive fees

Our investment advisory fees under the Former Investment Advisory Agreement for the three months ended March 31, 2018 and 2017, were calculated at an annual rate of 2% of our average gross assets.

Our Former Advisors were also eligible to receive incentive fees based on our performance under the Former Investment Advisory Agreement. Our performance-based incentive fees, which were comprised of two parts, consisted of the following for the three months ended March 31, 2018 and 2017:

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Subordinated incentive fee on income

 

$

 

 

$

 

Incentive fee on capital gains

 

 

216,583

 

 

 

37,819

 

Total performance-based incentive fees

 

$

216,583

 

 

$

37,819

 

 

A subordinated incentive fee on income is payable to our Former Advisors each calendar quarter if our pre-incentive fee net investment fee income (as defined in the Investment Advisory Agreement and approved by our board of trustees) exceeds the 1.75% quarterly preference return to our shareholders (the ratio of pre-incentive fee net investment income divided by average adjusted capital). We did not incur any subordinated incentive fee on income the three months ended March 31, 2018 and 2017.

The annual incentive fees on capital gains recorded for GAAP purposes is equal to (i) 20% of our realized and unrealized capital gains on a cumulative basis since inception, net of all realized capital losses and unrealized depreciation on a cumulative basis from inception, less (ii) the aggregate amount of any previously paid incentive fees on capital gains.  For financial reporting purposes, in accordance with GAAP, we include unrealized appreciation on our investment portfolio in the calculation of incentive fees on capital gains; however, such amounts are not payable by us unless and until the net unrealized appreciation is actually realized. A significant portion of incentive fees on capital gains is accrued with respect to net unrealized appreciation in our investment portfolio, although no such incentive fee is actually payable by us with respect to such net unrealized appreciation unless and until the net unrealized appreciation is actually realized in a cumulative amount that exceeds any unrealized depreciation in our portfolio. The actual amount of incentive fees on capital gains that are due and payable to the Former Advisors is determined at the end of the calendar year. As of March 31, 2018, the cumulative realized gains since inception were $0.5 million and the unrealized depreciation on our investment portfolio was $1.3 million, therefore the Former Advisors had not received, nor earned, any payment of incentive fees on capital gains since our inception.

As described above in “Overview – Changes to Advisory Structure and Other Agreements,” on April 9, 2018, we entered into a Joint Advisor Investment Advisory Agreement with the Joint Advisor, which replaced the Former Investment Advisory Agreement with our Former Advisors. Under the Joint Advisor Investment Advisory Agreement, the base management fee calculation will be at an annual rate of 1.50% of the average value of the Company’s gross assets, as compared to the annual rate of 2.00% under the Former Investment Advisory Agreement. The terms of the incentive fee will be substantially the same as those of the Former Investment Advisory Agreement.

See “—Contractual Obligations —Investment Advisory Agreements,” below for further details about the performance-based incentive fees.

 

50


 

Net realized gains

For the three months ended March 31, 2018 and 2017, we had proceeds from sales of investments of $25.7 million and $14.7 million, respectively, and recognized $178,789 and $163,353, respectively, in realized gains from the sale of investments.

Net change in unrealized appreciation or depreciation

For the three months ended March 31, 2018 and 2017, net unrealized appreciation (depreciation) consisted of the following:

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Investments

 

$

820,093

 

 

$

22,358

 

Derivative instruments

 

 

89,641

 

 

 

Revolving credit facility

 

 

17,116

 

 

 

 

 

Foreign currency translation

 

 

(3,612

)

 

 

1,367

 

Total net unrealized appreciation

 

$

923,238

 

 

$

23,725

 

 

For the three months ended March 31, 2018 and 2017, net change in unrealized appreciation and depreciation on investments consisted of the following:

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Net change in unrealized appreciation (depreciation)

   on investments:

 

 

 

 

 

 

 

 

Unrealized appreciation

 

$

744,854

 

 

$

193,868

 

Unrealized depreciation

 

 

75,239

 

 

 

(171,510

)

Total net unrealized appreciation

 

$

820,093

 

 

$

22,358

 

 

Approximately 4.4% of our investment portfolio, measured at fair value, is denominated in foreign currencies. Such investments expose our portfolio to the risk that the value of the investments will be affected by changes in exchange rates between the currency in which the investments are denominated and the currency in which the investments are made. Our practice is to minimize these risks in certain cases by employing hedging techniques, including using foreign exchange forward contracts, to reduce exposure to changes in exchange rates when a meaningful amount of capital has been invested in foreign currencies. We do not, however, hedge our currency exposure in all currencies or all investments.

The success of our hedging transactions will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

We are not aware of any material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from our investments, other than those described above, the risk factors, if any, identified in Part II, Item 1A of this report, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Adjusted net investment income

Our net investment income totaled $1,190,926 ($0.09 per share) and $620,170 ($0.09 per share) for the three months ended March 31, 2018 and 2017, respectively. As described above in “Investment advisory fees and performance-based incentive fees,” we accrue estimated performance-based incentive fees with respect to any net realized and unrealized appreciation in our investment portfolio. The performance-based incentive fees are treated as an operating expense and therefore are a deduction in

 

51


 

calculating our net investment income on a GAAP basis. However, our net realized and unrealized appreciation on our investment portfolio that partly determines these fees are not included in net investment income. Therefore, in order to evaluate our net investment income without regard to realized and unrealized appreciation in our investment portfolio, including the impact of related accrued performance-based fees, we have developed a supplemental, non-GAAP measure, which we refer to as “adjusted net investment income,” which presents net investment income before the effects of unearned performance-based incentive fees. Adjusted net investment income is also impacted by the Expense Support Payments and reimbursements.

We believe that adjusted net investment income is useful to assess the sustainability of our distributions and operating performance. Adjusted net investment income is not necessarily indicative of cash flows available to fund cash needs and should not be considered as an alternative to net investment income as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make future distributions to our shareholders. Adjusted net investment income should not be construed as a historic performance measure or as more relevant or accurate than the current GAAP methodology in calculating net investment income and its applicability in evaluating our operating performance.

The following table presents a reconciliation of our net investment income to adjusted net investment income for the three months ended March 31, 2018 and 2017.  

 

 

 

Three Months Ended

March 31,

 

 

 

2018

 

 

2017

 

Net investment income (GAAP)

 

$

1,190,926

 

 

$

620,170

 

Deduct: Expense Support

 

 

(585,607

)

 

 

(657,974

)

Add: Estimated unearned performance-based incentive fees

 

 

216,583

 

 

 

37,819

 

Adjusted net investment income (loss) (non-GAAP)

 

$

821,902

 

 

$

15

 

Net investment income per share (GAAP)

 

$

0.09

 

 

$

0.11

 

Adjusted net investment income (loss) per share (non-GAAP)

 

$

0.06

 

 

$

 

 

Net Assets, Net Asset Value per Share and Annual Investment Return and Total Return Since Inception

Net assets increased approximately $1.8 million and $25.0 million during the three months ended March 31, 2018 and 2017, respectively. The most significant increase in net assets during the three months ended March 31, 2018 and 2017 was attributable to capital transactions including net proceeds from the issuance of shares of common stock of $1.4 million and $25.2 million, respectively. Our operations resulted in net assets increasing approximately $2.3 million and $0.8 million during the three months ended March 31, 2018 and 2017, respectively. Our overall increase in net assets was partially offset by distributions to shareholders of approximately $1.9 million and $1.0 million during the three months ended March 31, 2018 and 2017, respectively.

Our net asset value per share was $9.24 and $9.25 on March 31, 2018 and 2017, respectively. After considering (i) the overall changes in net asset value per share, (ii) distributions paid of approximately $0.15 per share during each of the three months  ended March  31, 2018 and 2017, respectively, and (iii) the assumed reinvestment of those distributions at 95.25% of the prevailing offering price per share, the total investment return-net asset value was 2.0% and 1.5% (not annualized) for shareholders who held our shares over the entire three months ended March 31, 2018 and 2017, respectively.

Initial shareholders who subscribed to our initial offering in March 2016 with an initial investment of $10,000 and an initial purchase price equal to $9.45 per share (public offering price including all sales load and distribution and shareholder servicing fee) have seen the value of their investment grow by 11.44% (see charts below). Initial shareholders who subscribed to the initial offering in March 2016 with an initial investment of $10,000 and an initial purchase price equal to $9.00 per share (the initial public offering price excluding sales load and distribution and shareholder servicing fee) have registered a total investment return of 19.79% (see charts below). The S&P/LSTA Leveraged Loan Index, a primary measure of senior debt covering the U.S. leveraged loan market, which currently consists of approximately 1,100 credit facilities throughout numerous industries, and the Merrill Lynch US High Yield Master II Index, a primary measure of subordinated debt consisting of approximately 2,000 high yield corporate bonds, registered cumulative total returns of approximately 17.65% and 25.50%, respectively, in the period from March 1, 2016 to March 31, 2018.

 

52


 

 

 

53


 

The calculations for the Growth of $10,000 Initial Investment in the shares of our common stock are based upon (i) an initial investment of $10,000 in our common stock at the beginning of the period at a share price of $9.45 per share (including sales load and distribution and shareholder servicing fees) and $9.00 per share (excluding sales load and distribution and shareholder servicing fees), (ii) assumed reinvestment of monthly distributions in accordance with our distribution reinvestment plan, (iii) the sale of the entire investment position at the net asset value per share on the last day of the period; and (iv) distributions payable, if any, on the last day of the period.

 

 

 

 

Since Inception

(March 1, 2016)

 

 

Trailing

24 Months

 

Trailing

12 Months

 

Public Offering Price/Share

 

$

9.45

 

 

$

9.50

 

$

9.80

 

Net Offering Price/Share

 

$

9.00

 

 

$

9.05

 

$

9.33

 

Distributions/Share

 

$

1.22

 

 

$

1.16

 

$

0.59

 

Terminal Value/Share (NAV)

 

$

9.24

 

 

$

9.24

 

$

9.24

 

 

In the chart above, we also present the average annual returns for the trailing 24 months and 12 months, assuming (i) the purchase of shares of common stock at the public offering price and net offering price (95.25% of public offering price) at the beginning of the period, (ii) reinvestment of distributions in the common stock and, (iii) a terminal value at March 31, 2018 equal to net asset value of $9.24 per share.

Our shares are illiquid investments for which there is currently not a secondary market. You should not expect to be able to resell your shares regardless of how we perform. If you are able to sell your shares, you will likely receive less than your purchase price. Our net asset value and annualized returns — which are based in part upon determinations of fair value of Level 3 investments by our board of trustees, not active market quotations — are inherently uncertain. Past performance is not a guarantee of future results.

 

54


 

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with GAAP. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 2. “Significant Accounting Policies” to our financial statements describes the significant accounting policies and methods used in the preparation of our financial statements.  We consider the accounting policies listed below to be critical because they involve management judgments and assumptions, require estimates about matters that are inherently uncertain and are important for understanding and evaluating our reported financial results. These judgments affect (i) the reported amounts of assets and liabilities, (ii) our disclosure of contingent assets and liabilities as of the dates of the financial statements and (iii) the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially from the amounts reported based on these policies.

Valuation of Investments and Unrealized Gain (Loss) Our investments consist primarily of investments in senior and subordinated debt of private U.S. companies and are presented in our financial statements at fair value. See Note 3. “Investments,” in our financial statements for more information on our investments. As described more fully in Note 2. “Significant Accounting Policies” and Note 5. “Fair Value of Financial Instruments” in our financial statements, a valuation hierarchy based on the level of independent, objective evidence available regarding value is used to measure the fair value of our investments.  Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to our portfolio investments for which market quotations are not readily available, our board of trustees is responsible for determining in good faith the fair value of our portfolio investments in accordance with, and the consistent application of, the valuation policy and procedures approved by the board of trustees, based on, among other things, the input of our Advisors, audit committee and independent third-party valuation firms.

We utilize several valuation techniques that use unobservable inputs and assumptions in determining the fair value of our Level 3 investments. For senior debt, subordinated debt and structured products categorized as Level 3 investments, we initially value the investment at its transaction price and subsequently value using (i) market data for similar instruments (e.g., recent transactions or indicative broker quotes), (ii) comparisons to benchmark derivative indices and/or (iii) valuation models. Valuation models are based on yield analysis and discounted cash flow techniques, where the key inputs are based on relative value analyses and the assignment of risk-adjusted discounted rates derived from the analysis of similar credit investments from similar issuers. In addition, an illiquidity discount is applied where appropriate. The valuation techniques used by us for other types of assets and liabilities that are classified as Level 3 investments are described in Note 2. “Significant Accounting Policies” in our financial statements. The unobservable inputs and assumptions may differ by asset and in the application of our valuation methodologies. The reported fair value estimates could vary materially if we had chosen to incorporate different unobservable inputs and other assumptions.

We and our board of trustees conduct our fair value determination process on a monthly basis and any other time when a decision regarding the fair value of our portfolio investments is required. A determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the our portfolio investments may differ significantly from the values that would have been determined had a readily available market value existed for such investments, and the differences could be material. Further, such investments are generally less liquid than publicly traded securities. If we were required to liquidate a portfolio investment that does not have a readily available market value in a forced or liquidation sale, we could realize significantly less than the fair value recorded by us.

The table below presents information on investments classified as Level 3 as of March 31, 2018 and December 31, 2017:

 

As of

 

March 31, 2018

 

 

December 31, 2017

 

Fair value of investments classified as Level 3

 

 

47,920,992

 

 

 

37,521,066

 

Total fair value of investments

 

 

168,004,063

 

 

$

163,910,590

 

% of fair value classified as Level 3

 

 

28.5

%

 

 

22.9

%

Number of positions classified as Level 3

 

 

27

 

 

$

21

 

Total number of positions

 

 

106

 

 

$

98

 

% of positions classified as Level 3

 

 

25.5

%

 

 

21.4

%

Fair value of individual positions classified as Level 3:

 

 

 

 

 

 

 

 

Highest fair value

 

$

4,579,670

 

 

$

4,566,628

 

Lowest fair value

 

$

210

 

 

$

2,186

 

Average fair value

 

$

1,818,386

 

 

$

1,786,717

 

 

 

55


 

The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of March 31, 2018 and 2017 are described in Note 5. “Fair Value of Financial Instruments” in our financial statements, as well as the directional impact to the valuation from an increase in various unobservable inputs.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of March 31, 2018.

Contractual Obligations

Investment Advisory Agreements – Prior to April 9, 2018 – We had entered into the Investment Advisory Agreement with CNL (one of our Former Advisors) for the overall management of our investment activities. We and CNL had also entered into the Sub-Advisory Agreement with KKR (our other Former Advisor), under which KKR was responsible for the day-to-day management of our investment portfolio. CNL compensated KKR for advisory services that it provided to us with 50% of the base management fees and performance-based incentive fees that CNL received under the Former Investment Advisory Agreement. Pursuant to the Former Investment Advisory Agreement, CNL earned a base management fee equal to an annual rate of 2% of our average gross assets and an incentive fee based on our performance. The incentive fee comprised the following two parts:

 

An incentive fee on net investment income, or the subordinated incentive fee on income, which was calculated and payable quarterly in arrears and was based upon our pre-incentive fee net investment income for the calendar quarter. The quarterly incentive fee on net investment income was (a) 100% of the pre-incentive fee net investment income between 1.75% and 2.1875% of average adjusted capital, plus (b) 20% of pre-incentive fee net investment income in excess of 2.1875% of average adjusted capital. Adjusted capital was defined as cumulative proceeds generated from sales of our common stock, including proceeds from our distribution reinvestment plan, net of sales load (upfront sales commissions and upfront dealer manager fees) reduced for (i) distributions paid to our shareholders that represented return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to our share repurchase program. Average adjusted capital was computed on the daily adjusted capital for the actual number of days in the quarter. The quarterly preference return of 1.75% and upper level breakpoint of 2.1875% were also adjusted for the actual number of days in each calendar quarter. For purposes of computing the subordinated incentive fee on income, net interest, if any, associated with a derivative or swap, (which represents the difference between (i) the interest income and fees received in respect of the reference assets of the derivative or swap and (ii) the interest expense paid by us to the derivative or swap counterparty) was included in pre-incentive fee net investment income for purposes of the subordinated incentive fee on income.

 

An incentive fee on capital gains, which was calculated and payable in arrears as of the end of each calendar year. It was equal to 20% of our realized capital gains on a cumulative basis from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. For purposes of computing the incentive fee on capital gains, realized gains and realized losses on the disposition of any reference assets, if any, as well as unrealized depreciation on reference assets retained in the derivative or swap, if any, is included on a cumulative basis in the calculation of the incentive fee on capital gains that may be payable annually to our Advisors.

As of March 31, 2018, we had accrued an incentive fee on capital gains of $495,980. See Note 6. “Related Party Transactions” in our financial statements and above in “Overview – Changes to Advisory Structure and Other Agreements” for expanded discussion of the agreements with our Former Advisors until the termination of these agreements and the new agreements with the new Joint Advisor entered into in April, 2018.

The terms of the Former Investment Advisory Agreement entitled the Former Advisors to receive up to 1.5% of gross proceeds in connection with the Offering as reimbursement for organization and offering expenses incurred by the Former Advisors on our behalf. As of January 10, 2018, the date of the suspension of our Offering, the Former Advisors had incurred on our behalf organization and offering expenses totaling approximately $5.4 million, of which $0.4 million was eligible for reimbursement based on gross proceeds raised from inception through the suspension of the Offering. See “Overview – Changes to Advisory Structure and Other Agreements” and “Capital Resources and Liquidity” – Expense Support and Reimbursement Arrangements with Our Former Advisors” above for expanded discussion on the termination of the Offering on April 30, 2018 and the agreement by the Former Advisors to permanently waive their rights to receive reimbursement of approximately $5.0 million of organization and offering expenses that they incurred on our behalf.

New Advisory AgreementAs of April 9, 2018 – See “Overview – Changes to Advisory Structure and Other Agreements” for additional information.

 

56


 

Pursuant to the new Joint Investment Advisory Agreement, the Joint Advisor earns a base management fee equal to an annual rate of 1.50% of our average gross assets and an incentive fee based on our performance. The incentive fee comprises the following two parts:

 

an incentive fee on subordinated incentive fee on income will be calculated and payable quarterly in arrears, will equal 20.0% of the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter and will be subject to a hurdle rate, expressed as a rate of return on average adjusted capital, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. For purposes of the subordinated incentive fee on income, “adjusted capital” means cumulative proceeds generated from sales of the Company’s common shares of beneficial interest (including proceeds from the Company’s distribution reinvestment plan), net of sales commissions and dealer manager fees, reduced for (i) distributions paid to shareholders that represent return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the Company’s share repurchase program. As a result, the Joint Advisor will not earn this incentive fee for any quarter until the Company’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Once the Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Joint Advisor will be entitled to a “catch-up” fee equal to the amount of the Company’s pre-incentive fee net investment income in excess of the hurdle rate, until the Company’s pre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of average adjusted capital. This “catch-up” feature will allow the Joint Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, the Joint Advisor will be entitled to receive 20.0% of the Company’s pre-incentive fee net investment income.

 

an incentive fee on capital gains will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Joint Advisor Investment Advisory Agreement). Under the Joint Advisor Investment Advisory Agreement, the fee will equal 20.0% of the Company’s “incentive fee capital gains” (i.e., the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, under the terms of the Joint Advisor Investment Advisory Agreement, the fee payable to the Joint Advisor will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized.

The incentive fee may or may not be taken in whole or in part at the discretion of the Joint Advisor. All or any part of the incentive fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Joint Advisor shall determine.

Unfunded Commitments

Unfunded commitments to provide funds to portfolio companies are not recorded on our statements of assets and liabilities. Because these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We intend to use cash flow from scheduled and early principal repayments, proceeds from borrowings and proceeds from sales of investments to fund these commitments. As of March 31, 2018, our unfunded commitments are as follows:

 

Category / Company

 

 

 

 

Unfunded Term Loan Commitments:

 

 

 

 

   Access CIG, LLC

 

$

33,056

 

   Berner Food & Beverage, LLC

 

 

2,623,017

 

   Frontline Technologies Group, LLC

 

 

889,323

 

   ID Verde (1)

 

 

333,428

 

   Revere Superior Holdings, Inc.

 

 

646,290

 

  Wheels Up Partners, LLC

 

 

1,654,383

 

Unfunded Revolving Loan Commitments:

 

 

 

 

   Revere Superior Holdings, Inc.

 

 

319,150

 

   SMART Global Holdings, Inc.

 

 

96,463

 

Bridge Loan Commitments:

 

 

 

 

    Ply Gem Holdings, Inc.

 

 

5,624,770

 

Asset Based Finance:

 

 

 

 

     KKR Zeno Aggregator, LP

 

 

5,573,280

 

Unfunded Equity Commitments:

 

 

 

 

Polyconcept North America

 

 

25,737

 

Total Unfunded Commitments

 

$

17,818,897

 

 

57


 

 

 

(1)

Local currency commitment amount is denominated in Euros. As of March 31, 2018, €1 equaled approximately US $1.23.

We estimate we have sufficient liquidity in the form of cash on hand, borrowing capacity under our revolving credit facilities, scheduled and early principal repayments and proceeds from sales of investments to fund such unfunded commitments when the need arises.

 

Related Party Transactions

We entered into agreements with our Former Advisors and certain of their affiliates, whereby we agree to pay certain fees to, or reimburse certain expenses of, our Former Advisors and their affiliates for investment and advisory services, selling commissions, ongoing distribution and shareholder servicing fees and marketing support fees in connection with our Offering, and reimbursement of offering and administrative and operating costs. See Note 6. “Related Party Transactions” in the accompanying financial statements for a discussion of the various related party transactions, agreements and fees during the periods ended March 31, 2018 and 2017. See “Overview – Changes to Advisory Structure and Other Agreements” for additional information regarding agreements entered into subsequent to March 31, 2018.

Impact of Recent Accounting Pronouncements

See Note 2. “Significant Accounting Policies” in Item 1. “Financial Statements and Supplementary Data” for a summary of the impact of any recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are subject to financial market risks, in particular changes in interest rates. Future changes in interest rates will likely have effects on the interest income we earn on our portfolio investments, the fair value of our fixed income investments, the interest rates and interest expense associated with the money we borrow and the fair value of our borrowings.

Subject to the requirements of the 1940 Act, we may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. Although hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates.  

As of March 31, 2018, approximately 79.9% of our portfolio of debt investments, or approximately $130.4 million measured at par value, featured floating or variable interest rates. The variable interest rate debt investments usually provide for interest payments based on three-month LIBOR (the base rate) and typically have durations of three months after which the base rates are reset to then prevailing three-month LIBOR. As of March 31, 2018, 96.5% of our portfolio of variable interest rate debt investments, or approximately $125.8 million measured at par value, featured minimum base rates, or base rate floors, and the weighted average base rate floor for such investments was 1.0%. Variable interest rate investments that feature a base rate floor generally reset to the then prevailing three-month LIBOR only if the reset base rate exceeds the base rate floor on the applicable interest rate reset date, in which cases we may benefit through an increase in interest income from such interest rate adjustments.

Based on March 31, 2018 balance sheet, the following table shows the annual impact of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

 

 

 

As of March 31, 2018

 

Basis Point Change

 

Interest

Income

 

 

Interest

Expense

 

 

Net Investment

Income (1)

 

Down 50 basis points

 

$

(551,910

)

 

$

287,443

 

 

$

(264,467

)

Up 50 basis points

 

$

551,910

 

 

$

(290,955

)

 

$

260,955

 

Up 100 basis points

 

$

1,103,820

 

 

$

(592,119

)

 

$

511,701

 

Up 150 basis points

 

$

1,655,730

 

 

$

(893,283

)

 

$

762,447

 

Up 200 basis points

 

$

2,207,640

 

 

$

(1,194,446

)

 

$

1,013,194

 

 

 

(1)

Excludes the impact of performance-based incentive fees and expense support.  See Note 6. “Related Party Transactions” in our condensed financial statements for more information on performance-based incentive fees and expense support.

The interest rate sensitivity analysis presented above does not consider the potential impact of the changes in fair value of our debt investments and the net asset value of our common stock in the event of sudden increases in interest rates associated with high yield corporate bonds.  

 

58


 

Approximately 20.1% of our debt investment portfolio was invested in fixed interest rate, high yield corporate debt investments as of March 31, 2018.  Rising market interest rates will most likely lead to fair value declines for high yield corporate bonds and a decline in the net asset value of our common stock, while declining market interest rates will most likely lead to an increase in bond values.

As of March 31, 2018, 74.3% of our debt investments had prices that are generally available from third party pricing services. We consider these debt investments to be liquid since these types of assets are generally broadly syndicated and owned by a wide group of institutional investors, business development companies, mutual funds and other investment funds.  Additionally, this group of assets is susceptible to revaluation, or changes in bid-ask values, in response to sudden changes in expected rates of return associated with these investments.  

We have computed a duration of approximately 4.7 for this liquid/fixed subset of our total portfolio. This implies that a sudden increase in the market’s expected rate of return of 100 basis points for this subset of our Investment Portfolio may result in a reduction in fair value of approximately 4.7%, all other financial and market factors assuming to remain unchanged. A 4.7% decrease in the valuation of this Investment Portfolio subset equates to a decrease of $1.6 million, or a 1.3% decline in net assets relative to $9.24 net asset value per share as of March 31, 2018.

Foreign Currency Risk

From time to time, we may make investments that are denominated in a foreign currency that are subject to the effects of exchange rate movements between the foreign currency of each such investment and the U.S. dollar, which may affect future fair values and cash flows, as well as amounts translated into U.S. dollars for inclusion in our consolidated financial statements.

The table below presents the effect that a 10% immediate, unfavorable change in the foreign currency exchange rates (i.e. further strengthening U.S. Dollar) would have on the fair value of investments in our Investment Portfolio denominated in foreign currencies as of March 31, 2018, by foreign currency, all other valuation assumptions remaining constant. In addition, the table below presents the par value of our investments denominated in foreign currencies and the notional amount of foreign currency forward contracts in local currency in place as of March 31, 2018, to hedge against foreign current risks.

 

 

Debt Investments Denominated in Foreign Currencies

 

 

Hedges

 

 

as of March 31, 2018

 

 

 

 

 

 

as of March 31, 2018

 

 

Par Value in Local Currency

 

 

Par Value in U.S. Dollars

 

 

Fair Value

 

 

Reduction in Fair Value as of March 31, 2018 if 10% Adverse Change in Exchange Rate (1)

 

 

Net Foreign Currency Hedge Amount in Local Currency

 

 

Net Foreign Currency Hedge Amount in U.S. Dollars

 

Canadian Dollars

C$

 

5,688,847

 

 

$

4,610,919

 

 

$

4,374,824

 

 

$

437,482

 

 

C$

 

5,690,000

 

 

$

4,456,329

 

Total

 

 

 

 

 

$

4,610,919

 

 

$

4,374,824

 

 

 

 

 

 

 

 

 

 

 

$

4,456,329

 

As illustrated in the table above, we use derivative instruments from time to time, including foreign currency forward contracts, to manage the impact of fluctuations in foreign currency exchange rates. In addition, we have the ability to borrow in foreign currencies under our Revolving Credit Facility, which provides a natural hedge with regard to changes in exchange rates between the foreign currencies and U.S. dollar and reduces our exposure to foreign exchange rate differences. We are typically a net receiver of these foreign currencies as related to our international investment positions, and, as a result, our investments denominated in foreign currencies, to the extent not hedged, benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar.

As of March 31, 2018, the contractual notional balance of our foreign currency forward contract was approximately C$5.7 million, all of which related to hedging of our foreign currency denominated debt investments. As of March 31, 2018, approximately $2.7 million and $0.5 million of our outstanding borrowings on our Revolving Credit Facility were denominated in Euros and British Pound Sterling, respectively.

During the three months ended March 31, 2018, our foreign currency transactions and foreign currency translation adjustment recorded in our statements of operations resulted in net realized and unrealized losses of approximately $0.02 million. Our foreign currency forward contract, employed for hedging purposes, generated net unrealized gains of approximately $0.1 million during the quarter ended March 31, 2018. We do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held; therefore, the fluctuations related to foreign exchange rate conversion are included with the net realized gain (loss) and unrealized appreciation (depreciation) on investments. See “Results of Operations – Net Change in Unrealized Appreciation or Depreciation” for additional information on the foreign currency exchange changes.

 

59


 

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to provide reasonable assurance that  information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934, as amended  is recorded, processed, summarized and reported within the time periods specified in the relevant SEC rules and forms.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting (as defined under Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings – None

Item 1A.

Risk Factors

There have been no material changes to the risk factors previously disclosed in response to Item 1A. to Part I. of our Annual Report on Form 10-K for the fiscal period ended December 31, 2017, other than as described below:

 

Investing in our common stock involves a number of significant risks. In addition to the other information contained in this quarterly report on Form 10-Q, investors should consider carefully the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2017 and our additional filings with the SEC before making an investment in our common stock.  All of the risk factors identified in Item 1A of our annual report on Form 10-K for the year ended December 31, 2017 that relate to our Former Advisors are applicable to the Joint Advisor, our current investment advisor.

 

Risks Related to our Investment Adviser and Administrator

 

On April 9, 2018, new advisory relationship with the Joint Advisor. Because the Joint Advisor is a newly-formed investment adviser jointly operated by an affiliate of FS Investments and KKR, the Joint Advisor does not have prior experience acting as an investment adviser to a BDC. The 1940 Act and the Code impose numerous constraints on the operations of BDCs that do not apply to other investment vehicles. While both FS Investments and KKR have individually acted as investment advisers to BDCs previously, the Joint Advisor’s lack of experience in managing a portfolio of assets under the constraints of the 1940 Act and the Code may hinder the Joint Advisor’s ability to take advantage of attractive investment opportunities and, as a result, may adversely affect our ability to achieve our investment objectives. FS Investments and KKR’s individual track records and achievements are not necessarily indicative of the future results they will achieve as a joint investment adviser. Accordingly, we can offer no assurance that we will replicate the historical performance of other investment companies with which FS Investments and KKR have been affiliated, and we caution that our investment returns could be lower than the returns achieved by such other companies.

 

There may be conflicts of interest related to obligations the Joint Advisor’s senior management and investment teams have to our affiliates and to other clients.

 

The members of the senior management and investment teams of the Joint Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment vehicles managed by the same personnel. For example, the Joint Advisor is the investment adviser to FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust, Inc., and the officers, managers and other personnel of the Joint Advisor may serve in similar or other capacities for the investment advisers to future investment vehicles affiliated with FS Investments or KKR. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interests or in the best interest of our stockholders. Our investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, we rely on the Joint Advisor to manage our day-to-day activities and to implement our investment strategy. The Joint Advisor and certain of its affiliates are presently, and plan in the future to continue to be, involved with activities which are unrelated to us. As a result of these activities, the Joint Advisor, its employees and certain of its affiliates will have conflicts of interest in

 

60


 

allocating their time between us and other activities in which they are or may become involved, including the management of other entities affiliated with FS Investments or KKR. The Joint Advisor and its employees will devote only as much of its or their time to our business as the Joint Advisor and its employees, in their judgment, determine is reasonably required, which may be substantially less than their full time.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds – None

Item 3.

Defaults Upon Senior SecuritiesNone

Item 4.

Mine Safety DisclosuresNot applicable

Item 5.

Other InformationNone

Item 6.

ExhibitsThe exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this report.


 

61


 

EXHIBIT INDEX

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

 

 

 

62


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of May, 2018.

 

CORPORATE CAPITAL TRUST II

 

 

By:

/s/    Todd C. Builione

 

TODD C. BUILIONE

 

President

 

(Principal Executive Officer)

 

 

By:

/s/    Chirag J. Bhavsar        

 

CHIRAG J. BHAVSAR

 

Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

 

63